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February 16, 2023 Newswires
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HUMANA INC – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Glimpses
For discussion of 2020 items and year-over-year comparisons between 2021 and
2020 that are not included in this 2022 10-K and were not impacted by our
segment realignment, refer to "Item 7. - Management Discussion and Analysis of
Financial Condition and Results of Operations" found in our Form 10-K for the
year ended December 31, 2021, that was filed with the Securities and Exchange
Commission on February 17, 2022.

Executive Overview

General


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 well­being and lower costs. Our efforts are
leading to a better quality of life for people with Medicare, families,
individuals, military service personnel, and communities at large. 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 in­home 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.

The health benefits industry relies on two key statistics to measure
performance. The benefit ratio, which is computed by taking total benefits
expense as a percentage of premiums revenue, represents a statistic used to
measure underwriting profitability. The operating cost ratio, which is computed
by taking total operating costs, excluding depreciation and amortization, as a
percentage of total revenue less investment income, represents a statistic used
to measure administrative spending efficiency.

Sale of Hospice and Personal Care Divisions


On August 11, 2022, we completed the sale of a 60% interest in Humana's Kindred
at Home Hospice subsidiary, or KAH Hospice, to Clayton, Dubilier & Rice, or
CD&R, for cash proceeds of approximately $2.7 billion, net of cash disposed,
including debt repayments from KAH Hospice to Humana of $1.9 billion. In
connection with the sale we recognized a pre-tax gain, net of transaction costs,
of $237 million which is reported as a gain on sale of KAH Hospice in the
accompanying consolidated statements of income for the year ended December 31,
2022.

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.

COVID-19


The emergence and spread of the novel coronavirus, or COVID-19, beginning in the
first quarter of 2020 has impacted our business. During periods of increased
incidences of COVID-19, a reduction in non-COVID-19 hospital admissions for
non-emergent and elective medical care have resulted in lower overall healthcare
system utilization. At the same time, COVID-19 treatment and testing costs
increased utilization. During 2022, we experienced lower overall utilization of
the healthcare system than anticipated, as the reduction in COVID-19 utilization
following the increased incidence associated with the Omicron variant outpaced
the increase in non-COVID-19 utilization. The
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significant disruption in utilization during 2020 also impacted our ability to
implement clinical initiatives to manage health care costs and chronic
conditions of our members, and appropriately document their risk profiles, and,
as such, significantly affected our 2021 revenue under the risk adjustment
payment model for Medicare Advantage plans. Finally, changes in utilization
patterns and actions taken in 2020 and 2021 as a result of the COVID-19
pandemic, including the suspension of certain financial recovery programs for a
period of time and shifting the timing of claim payments and provider capitation
surplus payments, impacted our claim reserve development and operating cash
flows for 2020 and 2021.

Value Creation Initiatives


During 2022, in order to create capacity to fund growth and investment in our
Medicare Advantage business and further expansion of our healthcare services
capabilities in 2023, we committed to drive additional value for the enterprise
through cost saving, productivity initiatives, and value acceleration from
previous investments. As a result of these initiatives, we recorded charges of
$473 million included within operating costs in the consolidated statement of
income for the year ended December 31, 2022. These charges primarily relate to
$248 million in asset impairments, including software and abandonment, and
$116 million of severance charges in connection with workforce optimization. The
remainder of the charges primarily relate to external consulting fees. These
charges were recorded at the corporate level and not allocated to the segments.

Business Segments


During December 2022, we realigned our businesses into two distinct segments:
Insurance and CenterWell. The Insurance segment includes the businesses that
were previously included in the Retail and Group and Specialty segments, as well
as the Pharmacy Benefit Manager, or PBM, business which was previously included
in the Healthcare Services segment. The CenterWell segment (formerly Healthcare
Services) represents our payor-agnostic healthcare services offerings, including
pharmacy dispensing services, provider services, and home services. In addition
to the new segment classifications being utilized to assess performance and
allocate resources, we believe this simpler structure will create greater
collaboration across the Insurance and CenterWell businesses and will accelerate
work that is underway to centralize and integrate operations within the
organization. Prior period segment financial information has been recast to
conform to the 2022 presentation. For a recast of prior period segment financial
information, refer to Note 18 to the audited Consolidated Financial Statements
included in Part II, Item 8, "Financial Statements and Supplementary Data" of
this Form 10-K.

Our two reportable segments, Insurance and CenterWell, are based on a
combination of the type of health plan customer and adjacent businesses centered
on well-being solutions for our health plans and other customers, as described
below. These segment groupings are consistent with information used by our Chief
Executive Officer, the Chief Operating Decision Maker, to assess performance and
allocate resources. For segment financial information, refer to Note 18 to the
audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" of this Form 10-K.

The Insurance segment consists of Medicare benefits, marketed to individuals or
directly via group Medicare accounts, as well as our contract with CMS to
administer the Limited Income Newly Eligible Transition, or LI-NET, prescription
drug plan program and contracts with various states to provide Medicaid, dual
eligible demonstration, and Long-Term Support Services benefits, which we refer
to collectively as our state-based contracts. This segment also includes
products consisting of employer group commercial fully-insured medical and
specialty health insurance benefits marketed to individuals and employer groups,
including dental, vision, and other supplemental health benefits, as well as
administrative services only, or ASO. In addition, our Insurance segment
includes our military services business, primarily our T-2017 East Region
contract, as well as the operations of our PBM business.

The CenterWell segment includes our pharmacy, provider services, 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 hospice operations.
Services offered by this segment are designed to enhance the overall healthcare
experience. These services may lead to lower utilization associated with
improved member health and/or lower drug costs.

                                       42
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The results of each segment are measured by income before income taxes and
equity in net (losses) earnings from equity method investments, or segment
earnings. Transactions between reportable segments primarily consist of sales of
services rendered by our CenterWell segment, primarily pharmacy, provider, and
home services, to our Insurance segment customers. Intersegment sales and
expenses are recorded at fair value and eliminated in consolidation. Members
served by our segments often use the same provider networks, enabling us in some
instances to obtain more favorable contract terms with providers. Our segments
also share indirect costs and assets. As a result, the profitability of each
segment is interdependent. We allocate most operating expenses to our segments.
Assets and certain corporate income and expenses are not allocated to the
segments, including the portion of investment income not supporting segment
operations, interest expense on corporate debt, and certain other corporate
expenses. These items are managed at a corporate level. These corporate amounts
are reported separately from our reportable segments and are included with
intersegment eliminations.

Seasonality


COVID-19 disrupted the pattern of our quarterly earnings and operating cash
flows largely due to the temporary deferral of non-essential care which resulted
in reductions in non-COVID-19 hospital admissions and lower overall healthcare
system utilization during higher levels of COVID-19 hospital admissions. At the
same time, during periods of increased incidences of COVID-19, COVID-19
treatment and testing costs increase. 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.

One of the product offerings of our Insurance segment is Medicare stand-alone
prescription drug plans, or PDP, under the Medicare Part D program. Our
quarterly Insurance segment earnings and operating cash flows are impacted by
the Medicare Part D benefit design and changes in the composition of our
membership. The Medicare Part D benefit design results in coverage that varies
as a member's cumulative out-of-pocket costs pass through successive stages of a
member's plan period, which begins annually on January 1 for renewals. These
plan designs generally result in us sharing a greater portion of the
responsibility for total prescription drug costs in the early stages and less in
the latter stages. As a result, the PDP benefit ratio generally decreases as the
year progresses. In addition, the number of low income senior members as well as
year-over-year changes in the mix of membership in our standalone PDP products
affects the quarterly benefit ratio pattern.

The Insurance segment also experiences seasonality in the fully-insured product
offering. The effect on the Insurance's 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.

In addition, 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.

Highlights


•Our strategy offers our members affordable health care combined with a positive
consumer experience in growing markets. At the core of this strategy is our
integrated care delivery model, which unites quality care, high member
engagement, and sophisticated data analytics. Our approach to primary,
physician-directed care for our members aims to provide quality care that is
consistent, integrated, cost-effective, and member-focused, provided by both
employed physicians and physicians with network contract arrangements. The model
is designed to improve health outcomes and affordability for individuals and for
the health system as a whole, while offering our members a simple, seamless
healthcare experience. We believe this strategy is positioning us for long-term
growth in both membership and earnings. We offer providers a continuum of
opportunities to increase the integration of care and offer assistance to
providers in transitioning from a fee-for-service to a value-based arrangement.
These include performance bonuses, shared savings and shared risk relationships.
At December 31, 2022, approximately 3,175,500 members, or 70%, of our individual
Medicare Advantage members were in value-based relationships under our
integrated care delivery model, as compared to 3,009,600 members, or 68%, at
December 31, 2021.

                                       43
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•On February 1, 2023, Centers for Medicare & Medicaid Services, or CMS, issued
its preliminary 2024 Medicare Advantage and Part D payment rates and proposed
policy changes, collectively, the Advance Notice. CMS has invited public comment
on the Advance Notice before publishing final rates on or before April 3, 2023,
or the Final Notice. In the Advance Notice, CMS estimates Medicare Advantage
plans across the sector will, on average, experience a 2.27% decrease in
benchmark funding based on proposals included therein. As indicated by CMS, its
estimate excludes the impact of fee-for-service county rebasing/re-pricing since
the related impact is dependent upon finalization of certain data, which will be
available with the publication of the Final Notice. Further the benchmark
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. The
company continues to analyze the Advance Notice, including CMS' estimate of the
Humana specific impact related to the Risk Model Revision and Normalization
adjustment, which is likely to have a more negative impact on individual plans
and specific membership cohorts with greater risk score trend, and will be
drawing upon its program expertise to provide CMS formal commentary on the
impact of the Advance Notice and the related impact on Medicare beneficiaries'
quality of care and service to its members through the Medicare Advantage
program.

•Net income was $2.8 billion, or $22.08 per diluted common share, and $2.9
billion, or $22.67 per diluted common share, in 2022 and 2021, respectively.
This comparison was significantly impacted by the gain on KAH equity method
investment recognized in August 2021, put/call valuation adjustments associated
with non-consolidating minority interest investments, transaction and
integration costs, the change in the fair value of publicly-traded equity
securities, charges associated with productivity initiatives related to
previously disclosed $1 billion value creation plan, and the net gain on the
sale of KAH Hospice. The impact of these adjustments to our consolidated income
before income taxes and equity in net (losses) earnings and diluted earnings per
common share was as follows for the 2022 and 2021 periods:

                                       44
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                                                                         2022               2021
                                                                              (in millions)
Consolidated income before income taxes and equity in net (losses)
earnings:
Gain on Kindred at Home equity method investment                     $       -          $  (1,129)
Gain on sale of KAH Hospice                                               (237)                 -

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

                        473                  -

Put/call valuation adjustments associated with our non consolidating
minority interest investments

                                               68                597
Transaction and integration costs                                          105                128
Change in the fair value of publicly-traded equity securities              123                341
                                                                     $     532          $     (63)

                                                                         2022               2021
Diluted earnings per common share:
Gain on Kindred at Home equity method investment                     $       -          $   (8.73)
Gain on sale of KAH Hospice                                              (1.86)                 -

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

                       3.72                  -

Put/call valuation adjustments associated with our non consolidating
minority interest investments

                                             0.53               4.62
Transaction and integration costs                                         0.83               0.99
Change in the fair value of publicly-traded equity securities             0.97               2.63
Tax impact of all transactions                                           (1.52)             (1.93)
                                                                     $    2.67          $   (2.42)
















                                       45
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Health Care Reform


We are and will continue to be regularly subject to new laws and regulations,
changes to existing laws and regulations, and judicial determinations that
impact the interpretation and applicability of those laws and regulations. The
Health Care Reform Law, the Families First Act, the CARES Act, and the Inflation
Reduction Act, and related regulations, are examples of laws which have enacted
significant reforms to various aspects of the U.S. health insurance industry,
including, among others, mandated coverage requirements, mandated benefits and
guarantee issuance associated with commercial medical insurance, rebates to
policyholders based on minimum benefit ratios, adjustments to Medicare Advantage
premiums, the establishment of federally facilitated or state-based exchanges
coupled with programs designed to spread risk among insurers, and the
introduction of plan designs based on set actuarial 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 changes (including further
legislative or regulatory action taken in response to COVID-19) including
restrictions on our ability to manage our provider network or otherwise operate
our business, or restrictions on profitability, including reviews by regulatory
bodies that may compare our Medicare Advantage profitability to our non-Medicare
Advantage business profitability, or compare the profitability of various
products within our Medicare Advantage business, and require that they remain
within certain ranges of each other, increases in member benefits or changes to
member eligibility criteria without corresponding increases in premium payments
to us, or increases in regulation of our prescription drug benefit businesses,
in the aggregate may have a material adverse effect on our results of operations
(including restricting revenue, enrollment and premium growth in certain
products and market segments, restricting our ability to expand into new
markets, increasing our medical and operating costs, further lowering our
Medicare payment rates and increasing our expenses associated with assessments);
our financial position (including our ability to maintain the value of our
goodwill); and our cash flows.

We intend for the discussion of our financial condition and results of
operations that follows to assist in the understanding of our financial
statements and related changes in certain key items in those financial
statements from year to year, including the primary factors that accounted for
those changes. Transactions between reportable segments primarily consist of
sales of services rendered by our CenterWell segment, primarily pharmacy,
provider services, and home solutions, to our Insurance segment customers and
are described in Note 18 to the audited Consolidated Financial Statements
included in Item 8. - Financial Statements and Supplementary Data in this 2022
Form 10-K.


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Comparison of Results of Operations for 2022 and 2021

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

Consolidated
                                                                                                          Change
                                                        2022                2021             Dollars             Percentage
                                                            (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  %
Services:
Insurance                                                  850                853                (3)                     (0.4) %
CenterWell                                               3,926              2,202             1,724                      78.3  %

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

Depreciation and amortization                              709                596               113                      19.0  %
Total operating expenses                                89,070             79,916             9,154                      11.5  %
Income from operations                                   3,800              3,148               652                      20.7  %
Gain on sale of KAH Hospice                               (237)                 -               237                     100.0  %
Interest expense                                           401                326                75                      23.0  %
Other expense (income), net                                 68               (532)              600                     112.8  %
Income before income taxes and equity in net
(losses) earnings                                        3,568              3,354               214                       6.4  %
Provision for income taxes                                 762                485               277                      57.1  %
Equity in net (losses) earnings                             (4)                65               (69)                   (106.2) %
Net income                                         $     2,802           $  2,934          $   (132)                     (4.5) %
Diluted earnings per common share                  $     22.08           $  22.67          $  (0.59)                     (2.6) %
Benefit ratio (a)                                         86.3   %           86.7  %                                     (0.4) %
Operating cost ratio (b)                                  13.7   %           12.2  %                                      1.5  %
Effective tax rate                                        21.4   %           14.2  %                                      7.2  %

(a)Represents total benefits expense as a percentage of premiums revenue.

(b)Represents total operating costs, excluding depreciation and amortization, as
a percentage of total revenues less investment income.







                                       47
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Premiums Revenue


  Consolidated premiums revenue increased $7.9 billion, or 9.9%, from $79.8
billion in the 2021 period to $87.7 billion in the 2022 period primarily due to
individual Medicare Advantage and state-based contracts membership growth and
higher per member individual Medicare Advantage and commercial fully-insured
medical premiums, partially offset by declining year-over-year membership
associated with the group commercial medical products and the phase-out of
COVID-19 sequestration relief in the 2022 period.

Services Revenue


Consolidated services revenue increased $1.7 billion, or 56.3%, from $3.1
billion in the 2021 period to $4.8 billion in the 2022 period primarily due to
the impact of our home solutions revenues which reflect the acquisition of the
remaining 60% interest in KAH during August 2021 partially offset by the
divestiture of the 60% ownership interest in KAH Hospice during August 2022.

Investment Income


Investment income increased $195 million, or 104.3%, from $187 million in the
2021 period to $382 million in the 2022 period primarily due to lower mark to
market losses on our publicly traded equity securities during the 2022 period
compared to the 2021 period.

Benefits Expense


Consolidated benefits expense increased $6.5 billion, or 9.4%, from $69.2
billion in the 2021 period to $75.7 billion in the 2022 period. The consolidated
benefit ratio decreased 40 basis points from 86.7% in the 2021 period to 86.3%
in the 2022 period primarily due to higher per member individual Medicare
Advantage premiums and lower inpatient utilization associated with the
individual Medicare Advantage business. These factors were partially offset by
lower favorable prior-period medical claims reserve development. Further, the
2022 period ratio reflects a shift in line of business mix, with continued
growth in certain government programs, which carry a higher benefits expense
ratio, combined with a decline in Medicare stand-alone PDP, which has a lower
benefits expense ratio.

Consolidated benefits expense included $415 million of favorable prior-period
medical claims reserve development in the 2022 period and $825 million of
favorable prior-period medical claims reserve development in the 2021 period.
Prior-period medical claims reserve development decreased the consolidated
benefit ratio by approximately 50 basis points in the 2022 period and decreased
the consolidated benefit ratio by approximately 100 basis points in the 2021
period.

Operating Costs

Our segments incur both direct and shared indirect operating costs. We allocate
the indirect costs shared by the segments primarily as a function of revenues.
As a result, the profitability of each segment is interdependent.

Consolidated operating costs increased $2.6 billion, or 25.2%, from $10.1
billion in the 2021 period to $12.7 billion in the 2022 period. The consolidated
operating cost ratio increased 150 basis points from 12.2% in the 2021 period to
13.7% in the 2022 period. The ratio increase was primarily due to the impact of
the consolidation of KAH operations, which have a significantly higher operating
cost ratio than our historical consolidated operating cost ratio, the net impact
of charges associated with initiatives undertaken associated with our value
creation initiatives, as well as the impact of higher marketing spend in 2022 to
support individual Medicare Advantage growth. These increases were partially
offset by scale efficiencies associated with growth in individual Medicare
Advantage membership.




                                       48
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Depreciation and Amortization

Depreciation and amortization increased $113 million, or 19.0%, from $596
million
in the 2021 period to $709 million in the 2022 period primarily due to
capital expenditures.


Interest Expense

Interest expense increased $75 million, or 23.0%, from $326 million in the 2021
period to $401 million in the 2022 period primarily due to higher average
borrowings outstanding partially offset by lower interest rates.

Income Taxes


Our effective tax rate during 2022 was 21.4% compared to the effective tax rate
of 14.2% in 2021. The year-over-year increase in the effective income tax rates
is primarily due to the impact of the August 2021 acquisition of the remaining
60% interest in KAH. In that period, we recognized a $1.1 billion mark-to-market
gain related to our previously held 40% investment in KAH. This unrealized gain
was not taxable, thereby reducing the effective income tax rate for the 2021
period. The increase is partially offset by the August 2022 disposition of our
60% interest in KAH Hospice, which resulted in an increase to our tax basis in
both the shares sold and the shares retained, thereby reducing the effective
income tax rate for the 2022 period. For a complete reconciliation of the
federal statutory rate to the effective tax rate, refer to Note 12 to the
audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" of this Form 10-K.



















                                       49
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Insurance Segment
                                                                           Change
                                    2022             2021           Members          %
Membership:
Individual Medicare Advantage     4,565,600        4,409,100        156,500         3.5  %
Group Medicare Advantage            565,100          560,600          4,500         0.8  %
Medicare stand-alone PDP          3,551,300        3,606,200        (54,900)       (1.5) %
Total Medicare                    8,682,000        8,575,900        106,100         1.2  %
Medicare Supplement                 313,600          331,900        (18,300)       (5.5) %
Commercial fully-insured            556,300          674,600       (118,300)      (17.5) %
Total fully-insured                 869,900        1,006,500       (136,600)      (13.6) %
Medicaid and other                1,137,300          940,100        197,200        21.0  %
Military services                 5,959,900        6,049,000        (89,100)       (1.5) %
ASO                                 430,100          495,500        (65,400)      (13.2) %
Total Medical Membership         17,079,200       17,067,000         12,200         0.1  %
Total Specialty Membership        5,194,800        5,294,300        (99,500)       (1.9) %


                                                                                  Change
                                               2022           2021            $            %
                                                               (in millions)

Premiums and Services Revenue:

Premiums:

Individual Medicare Advantage $ 65,591 $ 58,654 $ 6,937 11.8 %

      Group Medicare Advantage                 7,297          6,955        

342 4.9 %

      Medicare stand-alone PDP                 2,269          2,371        
 (102)       (4.3) %
      Total Medicare                          75,157         67,980         7,177        10.6  %
      Medicare Supplement                        743            731            12         1.6  %
      Commercial fully-insured                 3,733          4,271        
 (538)      (12.6) %
      Total fully-insured                      4,476          5,002          (526)      (10.5) %
      Medicaid and other                       6,376          5,109         1,267        24.8  %
      Specialty                                1,703          1,731           (28)       (1.6) %
      Total premiums revenue                  87,712         79,822         7,890         9.9  %
      Services revenue                           850            853            (3)       (0.4) %

Total premiums and services revenue $ 88,562 $ 80,675 $ 7,887 9.8 %

      Income from operations                $  3,022       $  2,412       $   610        25.3  %
      Benefit ratio                             86.6  %        87.2  %                   (0.6) %
      Operating cost ratio                      10.4  %        10.3  %                    0.1  %



Income from operations

Insurance segment income from operations increased $0.6 billion, or 25.3%, from
$2.4 billion in the 2021 period to $3.0 billion in the 2022 period primarily due
to the same factors impacting the segment's lower benefit ratio offset by the
same factors impacting the segment's higher operating cost ratio as more fully
described below.


                                       50
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Enrollment


Individual Medicare Advantage membership increased 156,500 members, or 3.5%,
from 4,409,100 members as of December 31, 2021 to 4,565,600 members as of
December 31, 2022 primarily due to membership additions associated with the 2022
Annual Election Period, or AEP. The year-over-year growth was further impacted
by continued enrollment resulting from special elections, age-ins, and Dual
Eligible Special Need Plans, or D-SNP, membership. Individual Medicare Advantage
membership includes 668,900 D-SNP members as of December 31, 2022, a net
increase of 92,800 members, or 16.1%, from 576,100 members as of December 31,
2021. For the full year 2023, we anticipate a net membership growth in our
individual Medicare Advantage offerings of at least 625,000 members.

Group Medicare Advantage membership increased 4,500 members, or 0.8%, from
560,600 members as of December 31, 2021 to 565,100 members as of December 31,
2022 reflecting smaller account sales and organic growth in concurrent accounts
with no large accounts won or lost for the period. For the full year 2023, we
anticipate a net membership decline in our group Medicare Advantage offerings of
approximately 60,000 members.

Medicare stand-alone PDP membership decreased 54,900 members, or 1.5%, from
3,606,200 members as of December 31, 2021 to 3,551,300 members as of
December 31, 2022 primarily due to continued intensified competition for
Medicare stand-alone PDP offerings. For the full year 2023, we anticipate a net
membership decline in our Medicare stand-alone PDP offerings of approximately
800,000 members.

Medicaid and other membership increased 197,200 members, or 21.0%, from 940,100
members as of December 31, 2021 to 1,137,300 members as of December 31, 2022
reflecting the suspension of state eligibility redetermination efforts due to
the currently enacted public health emergency, or PHE. For the full year 2023,
we anticipate a net membership growth in our state-based contracts of
approximately 25,000 to 100,000 members.

Commercial fully-insured medical membership decreased 118,300 members, or 17.5%,
from 674,600 members as of December 31, 2021 to 556,300 members as of
December 31, 2022 reflecting the impact of pricing discipline to address
COVID-19 and improve profitability.


ASO commercial medical membership decreased 65,400 members, or 13.2%, from
495,500 members as of December 31, 2021 to 430,100 members as of December 31,
2022 reflecting continued intensified competition for small group accounts,
partially offset by strong retention among large group accounts. For the full
year 2023, we anticipate a net membership decline in our group commercial
medical offerings, which includes fully-insured and ASO, of approximately
300,000 members.

Military services membership decreased 89,100 members, or 1.5%, from 6,049,000
members as of December 31, 2021 to 5,959,900 members as of December 31, 2022.
Membership includes military service members, retirees, and their families to
whom we are providing healthcare services under the current TRICARE East Region
contract.

Specialty membership decreased 99,500 members, or 1.9%, from 5,294,300 members
as of December 31, 2021 to 5,194,800 members as of December 31, 2022 primarily
due to the loss of dental and vision groups cross-sold with medical, as
reflected in the loss of group fully-insured commercial medical membership
above. In addition, current membership reflects the economic impact of the
COVID-19 pandemic.

Premiums revenue


Insurance segment premiums revenue increased $7.9 billion, or 9.9%, from $79.8
billion in the 2021 period to $87.7 billion in the 2022 period primarily due to
individual Medicare Advantage and state-based contracts membership growth and
higher per member individual Medicare Advantage and commercial fully-insured
medical premiums, partially offset by declining year-over-year membership
associated with the group commercial medical products and the phase-out of
COVID-19 sequestration relief in the 2022 period.

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Services revenue

Insurance segment services revenue decreased $3 million, or 0.4%, from $853
million
in the 2021 period to $850 million in the 2022 period.

Benefits expense


The Insurance segment benefit ratio decreased 60 basis points from 87.2% in the
2021 period to 86.6% in the 2022 period primarily due to higher per member
individual Medicare Advantage premiums and lower inpatient utilization
associated with the individual Medicare Advantage business. These factors were
partially offset by lower favorable prior-period medical claims reserve
development. Further, the 2022 period ratio reflects a shift in line of business
mix, with continued growth in certain government programs, which carry a higher
benefits expense ratio, combined with a decline in Medicare stand-alone PDP,
which has a lower benefits expense ratio.

The Insurance segment benefits expense included $415 million of favorable
prior-period medical claims reserve development in the 2022 period and $825
million of favorable prior-period medical claims reserve development in the 2021
period. Prior-period medical claims reserve development decreased the
Insurance's segment benefit ratio by approximately 50 basis points in the 2022
period and decreased the Insurance's segment benefit ratio by approximately 100
basis points in the 2021 period.

Operating costs


The Insurance segment operating cost ratio increased 10 basis points from 10.3%
in the 2021 period to 10.4% in the 2022 period primarily due to strategic
investments to position the segment for long-term success, including the impact
of higher marketing spend in the 2022 period to support individual Medicare
Advantage growth. These factors were partially offset by scale efficiencies
associated with growth in the individual Medicare Advantage membership.
















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CenterWell Segment
                                                                                 Change
                                              2022           2021        Dollars      Percentage
                                                       (in millions)
Revenues:
Services:
Home solutions                             $  2,333       $ 1,166       $ 1,167          100.1  %
Pharmacy                                      1,025           623           402           64.5  %
Provider services                               568           413           155           37.5  %
Total services revenue                        3,926         2,202         1,724           78.3  %
Intersegment revenues:
Home solutions                                  553           352           201           57.1  %
Pharmacy                                      9,841         9,024           817            9.1  %
Provider services                             2,979         2,476           503           20.3  %
Total intersegment revenues                  13,373        11,852         1,521           12.8  %
Total services and intersegment revenues   $ 17,299        14,054         3,245           23.1  %
Income from operations                     $  1,291       $   938       $   353           37.6  %
Operating cost ratio                           91.5  %       92.3  %                      (0.8) %


Income from operations

CenterWell segment income from operations increased $353 million, or 37.6%, from
$938 million in the 2021 period to $1.3 billion in the 2022 period primarily due
primarily due to the same factors impacting the increase in services revenue and
intersegment revenues as well as the same factors impacting the segment's lower
operating cost ratio in the 2022 period as more fully described below.

Services revenue


CenterWell segment services revenue increased $1.7 billion, or 78.3%, from $2.2
billion in the 2021 period to $3.9 billion in the 2022 period primarily due to
the impact of our home solutions revenues which reflect the acquisition of the
remaining 60% interest in KAH during August 2021 partially offset by the
divestiture of the 60% ownership interest in KAH Hospice during August 2022.

Intersegment revenues


CenterWell segment intersegment revenues increased $1.5 billion, or 12.8%, from
$11.9 billion in the 2021 period to $13.4 billion in the 2022 period primarily
due to individual Medicare Advantage membership growth, combined with the impact
of greater mail-order pharmacy penetration for Medicare Advantage members, which
lead to higher pharmacy revenues, as well as higher revenues associated with
growth in our provider business.

Operating costs


The CenterWell segment operating cost ratio decreased 80 basis points from 92.3%
in the 2021 period to 91.5% in the 2022 period primarily represents the
consolidation of KAH operations for the entire 2022 period compared to the
partial 2021 period due to timing of the previously disclosed transaction. The
KAH operations have a lower operating cost ratio than other businesses within
the segment. The year-over-year favorability was further impacted by our
pharmacy operations partially offset by investments in KAH to abate the
pressures of the current nursing labor environment as well as the divestiture of
the 60% interest in KAH Hospice during August 2022.


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Comparison of Results of Operations for 2021 and 2020


Certain financial data on a consolidated basis and for our segments reflect our
segment realignment and are recast as follows for the years ended December 31,
2021 and 2020:

Consolidated
                                                                                                          Change
                                                        2021                2020             Dollars             Percentage
                                                            (dollars in millions, except per
                                                                  common share results)
Revenues:
Premiums:
Insurance                                          $    79,822           $ 73,584          $  6,238                       8.5  %
Corporate                                                    -                602              (602)                   (100.0) %
Total premiums revenue                                  79,822             74,186             5,636                       7.6  %
Services:
Insurance                                                  853                813                40                       4.9  %
CenterWell                                               2,202              1,002             1,200                     119.8  %

Total services revenue                                   3,055              1,815             1,240                      68.3  %
Investment income                                          187              1,154              (967)                    (83.8) %
Total revenues                                          83,064             77,155             5,909                       7.7  %
Operating expenses:
Benefits                                                69,199             61,628             7,571                      12.3  %
Operating costs                                         10,121             10,052                69                       0.7  %

Depreciation and amortization                              596                489               107                      21.9  %
Total operating expenses                                79,916             72,169             7,747                      10.7  %
Income from operations                                   3,148              4,986            (1,838)                    (36.9) %

Interest expense                                           326                283                43                      15.2  %
Other (income) expense, net                               (532)               103               635                     616.5  %
Income before income taxes and equity in net
earnings                                                 3,354              4,600            (1,246)                    (27.1) %
Provision for income taxes                                 485              1,307              (822)                    (62.9) %
Equity in net earnings                                      65                 74                (9)                    (12.2) %
Net income                                         $     2,934           $  3,367          $   (433)                    (12.9) %
Diluted earnings per common share                  $     22.67           $  25.31          $  (2.64)                    (10.4) %
Benefit ratio (a)                                         86.7   %           83.1  %                                      3.6  %
Operating cost ratio (b)                                  12.2   %           13.2  %                                     (1.0) %
Effective tax rate                                        14.2   %           28.0  %                                    (13.8) %

(a)Represents total benefits expense as a percentage of premiums revenue.

(b)Represents total operating costs, excluding depreciation and amortization, as
a percentage of total revenues less investment income.








                                       54
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Premiums Revenue


  Consolidated premiums increased $5.6 billion, or 7.6%, from $74.2 billion in
the 2020 period to $79.8 billion in the 2021 period primarily due to higher
premium revenues from Medicare Advantage and state-based contracts membership
growth, higher per member Medicare Advantage premiums as a result of the
improving CMS benchmark rate for 2021, net of Medicare Risk Adjustment (MRA)
headwinds resulting from COVID-19 related utilization disruption in 2020, as
well as the additional quarter impact of Medicare sequestration relief in 2021
that was not enacted until the second quarter of 2020. These increases were
partially offset by declining stand-alone PDP, group commercial medical, and
group Medicare Advantage membership, as well as the 2020 impact of the receipt
of commercial risk corridor receivables previously written off.

Services Revenue


Consolidated services revenue increased $1.2 billion, or 68.3%, from $1.8
billion in the 2020 period to $3.1 billion in the 2021 period primarily due to
higher home solutions revenues associated with consolidation of Kindred at Home
earnings.

Investment Income

Investment income decreased $967 million, or 83.8%, from $1.2 billion in the
2020 period to $187 million in the 2021 period primarily due to a significant
decrease in the fair value of our publicly-traded equity securities investments.

Benefits Expense


Consolidated benefits expense increased $7.6 billion, or 12.3%, from $61.6
billion in the 2020 period to $69.2 billion in the 2021 period. The consolidated
benefit ratio increased 360 basis points from 83.1% in the 2020 period to 86.7%
in the 2021 period. These increases reflect the termination in 2021 of the
non-deductible health insurance industry fee which, along with a portion of the
related tax benefit, was contemplated in the pricing and benefit design of our
products, and COVID-19 impacts, including the impact of the deferral of
non-essential care, net of meaningful COVID-19 treatment and testing costs, our
pandemic relief efforts in 2020, as well as 2021 MRA headwinds resulting from
this COVID-19 related utilization disruption in 2020. The year over year
increase further reflects the 2020 impact of the receipt of commercial risk
corridor receivables that were previously written off, and the 2021 impact
associated with the competitive nature of the group Medicare Advantage business,
particularly in large group accounts that were recently procured, as well as in
the stand-alone PDP business. These factors were partially offset by higher
favorable prior-period medical claims reserve development in 2021.

The higher favorable prior-period medical claims reserve development was
primarily attributable to the reversal of actions taken in 2020, including the
suspension of certain financial recovery programs for a period of time impacting
our claim payment patterns. The suspension during 2020 was intended to provide
financial and administrative relief for providers facing unprecedented strain as
a result of the COVID-19 pandemic. The favorable prior-period medical claims
reserve development decreased the consolidated benefit ratio by approximately
100 basis points in the 2021 period versus approximately 40 basis points in the
2020 period.

Operating Costs

Our segments incur both direct and shared indirect operating costs. We allocate
the indirect costs shared by the segments primarily as a function of revenues.
As a result, the profitability of each segment is interdependent.

Consolidated operating costs increased $0.07 billion, or 0.7%, from $10.05
billion in the 2020 period to $10.12 billion in the 2021 period. The
consolidated operating cost ratio decreased 100 basis points from 13.2% in the
2020 period to 12.2% in the 2021 period. The ratio decrease was primarily due to
the termination of the non-deductible health insurance industry fee in 2021, as
well as lower COVID-19 related administrative costs in 2021 compared to 2020.
Administrative costs in 2020 included costs associated with personal protective
equipment, member response efforts, and the build-out of infrastructure
necessary to support employees working remotely. The decrease was

                                       55
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further impacted by scale efficiencies associated with growth in our individual
Medicare Advantage membership, operating cost efficiencies in 2021 from
previously implemented productivity initiatives, as well as the impact of a $200
million contribution to the Humana Foundation in the first half of 2020 to
support communities served by the Company, particularly those with social and
health disparities. These factors were partially offset by the consolidation of
Kindred at Home operations as the business has a significantly higher operating
cost ratio than our historical consolidated operating cost ratio, continued
strategic and technology modernization investments made to position us for
long-term success, transaction and integration costs associated with the Kindred
at Home transaction, as well as the 2020 impact of the receipt of the commercial
risk corridor receivables that were previously written off. The non-deductible
health insurance industry fee impacted the operating cost ratio by 160 basis
points in the 2020 period.

Depreciation and Amortization

Depreciation and amortization increased $107 million, or 21.9%, from $489
million
in the 2020 period to $596 million in the 2021 period primarily due to
capital expenditures.


Interest Expense

Interest expense increased $43 million, or 15.2%, from $283 million in the 2020
period to $326 million in the 2021 period from borrowings to fund the KAH
acquisition.

Income Taxes


Our effective tax rate during 2021 was 14.2% compared to the effective tax rate
of 28.0% in 2020. The change was primarily due to the non-taxable gain we
recognized on our previously held Kindred at Home equity method investment from
our acquisition of the remaining ownership interest in the business in August
2021 and the termination of the non-deductible health insurance industry fee in
2021.















                                       56
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Insurance Segment
                                                                           Change
                                    2021             2020           Members          %
Membership:
Individual Medicare Advantage     4,409,100        3,962,700        446,400        11.3  %
Group Medicare Advantage            560,600          613,200        (52,600)       (8.6) %
Medicare stand-alone PDP          3,606,200        3,866,700       (260,500)       (6.7) %
Total Medicare                    8,575,900        8,442,600        133,300         1.6  %
Medicare Supplement                 331,900          335,600         (3,700)       (1.1) %
Commercial fully-insured            674,600          777,400       (102,800)      (13.2) %
Total fully-insured               1,006,500        1,113,000       (106,500)       (9.6) %
Medicaid and other                  940,100          772,400        167,700        21.7  %
Military services                 6,049,000        5,998,700         50,300         0.8  %
ASO                                 495,500          504,900         (9,400)       (1.9) %
Total Medical Membership         17,067,000       16,831,600        235,400         1.4  %
Total Specialty Membership        5,294,300        5,310,300        (16,000)       (0.3) %


                                                                                  Change
                                               2021           2020            $            %
                                                               (in millions)

Premiums and Services Revenue:

Premiums:

Individual Medicare Advantage $ 58,654 $ 51,697 $ 6,957 13.5 %

      Group Medicare Advantage                 6,955          7,774        

(819) (10.5) %

      Medicare stand-alone PDP                 2,371          2,742        
 (371)      (13.5) %
      Total Medicare                          67,980         62,213         5,767         9.3  %
      Medicare Supplement                        731            688            43         6.3  %
      Commercial fully-insured                 4,271          4,761        
 (490)      (10.3) %
      Total fully-insured                      5,002          5,449          (447)       (8.2) %
      Medicaid and other                       5,109          4,223           886        21.0  %
      Specialty                                1,731          1,699            32         1.9  %
      Total premiums revenue                  79,822         73,584         6,238         8.5  %
      Services revenue                           853            813            40         4.9  %

Total premiums and services revenue $ 80,675 $ 74,397 $ 6,278 8.4 %

      Income from operations                $  2,412       $  3,120       $
 (708)      (22.7) %
      Benefit ratio                             87.2  %        84.1  %                    3.1  %
      Operating cost ratio                      10.3  %        12.3  %                   (2.0) %



Income from operations

Insurance segment income from operations decreased $0.7 billion, or 22.7%, from
$3.1 billion in the 2020 period to $2.4 billion in the 2021 period primarily due
to the same factors impacting the segment's higher benefit ratio offset by the
same factors impacting the segment's lower operating cost ratio as more fully
described below.


                                       57
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Enrollment


Individual Medicare Advantage membership increased 446,400 members, or 11.3%,
from 3,962,700 members as of December 31, 2020 to 4,409,100 members as of
December 31, 2021 primarily due to membership additions associated with the
previous Annual Election Period, or AEP, and Open Election Period, or OEP, for
Medicare beneficiaries. The membership growth was further impacted by continued
enrollment resulting from special elections, age-ins, and Dual Eligible Special
Need Plans, or D-SNP, members. The OEP sales period, which ran from January 1 to
March 31, 2021 added approximately 36,000 members compared to the 2020 OEP that
added approximately 30,000 members. Individual Medicare Advantage membership
includes 576,100 D-SNP members as of December 31, 2021, a net increase of
170,000 members, or 42%, from 406,100 members as of December 31, 2020.

Group Medicare Advantage membership decreased 52,600 members, or 8.6%, from
613,200 members as of December 31, 2020 to 560,600 members as of December 31,
2021 primarily due to the net loss of certain large accounts in January 2021,
partially offset by continued growth in small group accounts.

Medicare stand-alone PDP membership decreased 260,500 members, or 6.7%, from
3,866,700 members as of December 31, 2020 to 3,606,200 members as of
December 31, 2021 primarily due to anticipated declines as a result of the
Walmart Value plan no longer being the low cost leader in 2021.


Medicaid and other membership increased 167,700 members, or 21.7%, from 772,400
members as of December 31, 2020 to 940,100 members as of December 31, 2021
primarily reflecting additional enrollment as a result of the suspension of
state eligibility redetermination efforts due to the currently-enacted Public
Health Emergency, as well as our acquisition of the remaining 50% ownership
interest in Wisconsin health care company iCare.

Commercial fully-insured medical membership decreased 102,800 members, or 13.2%,
from 777,400 members as of December 31, 2020 to 674,600 members as of
December 31, 2021 reflecting lower small group quoting activity and sales
attributable to depressed economic activity from the COVID-19 pandemic,
partially offset by higher retention of existing customers, particularly in
larger groups. The portion of commercial fully-insured medical membership in
small group accounts was approximately 50% at December 31, 2021 and 54% at
December 31, 2020.

ASO commercial medical membership decreased 9,400 members, or 1.9%, from 504,900
members as of December 31, 2020 to 495,500 members as of December 31, 2021.
Small group membership comprised 43% of ASO commercial medical membership at
December 31, 2021 and 45% at December 31, 2020. The membership change reflects
intensified competition for small group accounts, partially offset by strong
retention among large group accounts.

Military services membership increased 50,300 members, or 0.8%, from 5,998,700
members as of December 31, 2020 to 6,049,000 members as of December 31, 2021.
Membership includes military service members, retirees, and their families to
whom we are providing healthcare services under the current TRICARE East Region
contract.

Specialty membership decreased 16,000 members, or 0.3%, from 5,310,300 members
as of December 31, 2020 to 5,294,300 members as of December 31, 2021 primarily
due to the loss of dental and vision groups cross-sold with medical, as
reflected in the loss of commercial fully-insured medical membership described
above. The decrease also reflects the impact of the economic downturn driven by
the COVID-19 pandemic.

Premiums revenue

Insurance segment premiums increased $6.2 billion, or 8.5%, from $73.6 billion
in the 2020 period to $79.8 billion in the 2021 period primarily due to higher
premium revenues from Medicare Advantage and state-based contracts membership
growth, higher per member Medicare Advantage premiums as a result of the
improving CMS benchmark rate for 2021, net of Medicare Risk Adjustment (MRA)
headwinds resulting from COVID-19 related

                                       58
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utilization disruption in 2020, as well as the additional quarter impact of
Medicare sequestration relief in 2021 that was not enacted until the second
quarter of 2020. These increases were partially offset by declining Medicare
stand-alone PDP, commercial fully insured, and group Medicare Advantage
membership.

Services revenue


Insurance segment services revenue increased $40 million, or 4.9%, from $813
million in the 2020 period to $853 million in the 2021 period primarily due to
higher TRICARE services revenue partially offset by lower ASO membership
described previously.

Benefits expense


The Insurance segment benefit ratio increased 310 basis points from 84.1% in the
2020 period to 87.2% in the 2021 period. This increase reflects the termination
in 2021 of the non-deductible health insurance industry fee which, along with a
portion of the related tax benefit, was contemplated in the pricing and benefit
design of our products, and COVID-19 impacts, including the impact of the
deferral of non-essential care, net of meaningful COVID-19 treatment and testing
costs, our pandemic relief efforts in 2020, as well as 2021 MRA headwinds
resulting from this COVID-19 related utilization disruption in 2020. The year
over year increase further reflects the 2021 impact associated with the
competitive nature of the group Medicare Advantage business, particularly in
large group accounts that were recently procured, as well as in the stand-alone
PDP business. These factors were partially offset by higher favorable
prior-period medical claims reserve development in 2021.

The Insurance segment benefits expense included $825 million of favorable
prior-period medical claims reserve development in the 2021 period and $313
million of favorable prior-period medical claims reserve development in the 2021
period. Prior-period medical claims reserve development decreased the
Insurance's segment benefit ratio by approximately 100 basis points in the 2021
period and decreased the Insurance's segment benefit ratio by approximately 40
basis points in the 2020 period.

The higher favorable prior-period medical claims reserve development was
primarily attributable to the reversal of actions taken in 2020, including the
suspension of certain financial recovery programs for a period of time impacting
our claim payment patterns. The suspension during 2020 was intended to provide
financial and administrative relief for providers facing unprecedented strain as
a result of the COVID-19 pandemic.

Operating costs


The Insurance segment operating cost ratio decreased 200 basis points from 12.3%
in the 2020 period to 10.3% in the 2022 period primarily due to the termination
of the non-deductible health insurance industry fee in 2021, lower COVID-19
related administrative costs, as previously discussed, scale efficiencies
associated with growth in our individual Medicare Advantage membership, as well
as operating cost efficiencies driven by previously implemented productivity
initiatives. These improvements were partially offset by continued strategic
investments made in 2021 to position us for long-term success. The
non-deductible health insurance industry fee impacted the operating cost ratio
by 160 basis points in the 2020 period.








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CenterWell Segment

                                                                                Change
                                              2021          2020        Dollars      Percentage
                                                       (in millions)
Revenues:
Services:
Home solutions                             $ 1,166       $   107       $ 1,059          989.7  %
Pharmacy                                       623           567            56            9.9  %
Provider services                              413           328            85           25.9  %
Total services revenue                       2,202         1,002         1,200          119.8  %
Intersegment revenues:
Home solutions                                 352           279            73           26.2  %
Pharmacy                                     9,024         7,928         1,096           13.8  %
Provider services                            2,476         2,268           208            9.2  %
Total intersegment revenues                 11,852        10,475         1,377           13.1  %
Total services and intersegment revenues    14,054        11,477         2,577           22.5  %
Income from operations                     $   938       $   624       $   314           50.3  %
Operating cost ratio                          92.3  %       93.3  %                      (1.0) %


Income from operations

CenterWell segment income from operations increased $314 million, or 50.3%, from
$624 million in the 2020 period to $938 million in the 2021 period primarily due
to consolidation of Kindred at Home earnings, individual Medicare Advantage and
state-based contracts membership growth leading to higher pharmacy revenues,
higher revenues associated with growth in our provider business, as well as the
factors that drove the segment declining operating cost ratio as more fully
described below.

Services revenue


CenterWell segment services revenue increased $1.2 billion, or 119.8%, from $1.0
billion in the 2020 period to $2.2 billion in the 2021 period primarily due to
consolidation of Kindred at Home earnings. The 2021 period further reflects
higher revenue from growth in the number of primary care clinics serving third
party payors, and additional pharmacy revenues associated with the acquisition
of Enclara which was closed during the first quarter of 2020.

Intersegment revenues


CenterWell segment intersegment revenues increased $1.4 billion, or 13.1%, from
$10.5 billion in the 2020 period to $11.9 billion in the 2021 period primarily
due to individual Medicare Advantage and state-based contracts membership
growth, as well as higher revenues associated with our provider business. These
increases were partially offset by the loss of intersegment revenues associated
with the decline in stand-alone PDP and group Medicare Advantage membership as
previously discussed.

                                       60
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Operating costs


The CenterWell segment operating cost ratio decreased 100 basis points from
93.3% in the 2020 period to 92.3% in the 2021 period primarily due to
consolidation of Kindred at Home operations which have a lower operating cost
ratio than other businesses within the segment, the 2020 impact associated with
COVID-19 administrative related costs, including expenses associated with
additional safety measures taken for our pharmacy, provider, and home solutions
teams who continued to provide services to members throughout the crisis, as
well as operational improvements in our provider services business, largely
related to Conviva, along with operating cost efficiencies driven by previously
implemented productivity initiatives in 2021. The decrease further reflects the
impact of additional investments in the segment's provider business during 2020
related to marketing and AEP initiatives. These decreases were partially offset
by increased administrative costs in the pharmacy operations as a result of
incremental spend to accelerate growth within the business, increased
utilization levels in our provider business in 2021 compared to levels in 2020
amid the COVID-19 pandemic, as well as increased pharmacy labor-related overtime
costs due to weather disruptions occurring in the first quarter of 2021.


Liquidity


Historically, our primary sources of cash have included receipts of premiums,
services revenue, and investment and other income, as well as proceeds from the
sale or maturity of our investment securities, and borrowings. Our primary uses
of cash historically have included disbursements for claims payments, operating
costs, interest on borrowings, taxes, purchases of investment securities,
acquisitions, capital expenditures, repayments on borrowings, dividends, and
share repurchases. Because premiums generally are collected in advance of claim
payments by a period of up to several months, our business normally should
produce positive cash flows during periods of increasing premiums and
enrollment. Conversely, cash flows would be negatively impacted during periods
of decreasing premiums and enrollment. From period to period, our cash flows may
also be affected by the timing of working capital items including premiums
receivable, benefits payable, and other receivables and payables. Our cash flows
are impacted by the timing of payments to and receipts from CMS associated with
Medicare Part D subsidies for which we do not assume risk. The use of cash flows
may be limited by regulatory requirements of state departments of insurance (or
comparable state regulators) which require, among other items, that our
regulated subsidiaries maintain minimum levels of capital and seek approval
before paying dividends from the subsidiaries to the parent. Our use of cash
flows derived from our non-insurance subsidiaries, such as in our CenterWell
segment, is generally not restricted by state departments of insurance (or
comparable state regulators).

For additional information on our liquidity risk, please refer to Item 1A. -
Risk Factors in this 2022 Form 10-K.


Cash and cash equivalents increased to $5.1 billion at December 31, 2022 from
$3.4 billion at December 31, 2021. The change in cash and cash equivalents for
the years ended December 31, 2022, 2021 and 2020 is summarized as follows:
                                                        2022          2021  

2020

                                                                 (in 

millions)

Net cash provided by operating activities             $ 4,587      $  2,262      $ 5,639
Net cash used in investing activities                  (1,006)       (6,556)      (3,065)
Net cash (used in) provided by financing activities    (1,914)        3,015 

(1,955)

Increase (decrease) in cash and cash equivalents $ 1,667 $ (1,279) $ 619

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Cash Flow from Operating Activities


Cash flows provided by operations of $4.6 billion in the 2022 period increased
$2.3 billion from cash flows provided by operations of $2.3 billion in the 2021
period primarily due to higher earnings in 2022, exclusive of the gain on the
sale of KAH Hospice recognized in the 2022 period and the gain on the KAH equity
method investment recognized in the 2021 period, combined with positive working
capital impacts in 2022, and the 2021 period impact associated with the pay down
of claims inventory and capitation for provider surplus amounts earned in 2020
and additional provider support.

The most significant drivers of changes in our working capital are typically the
timing of payments of benefits expense and receipts for premiums. Benefits
expense includes claim payments, capitation payments, pharmacy costs net of
rebates, allocations of certain centralized expenses and various other costs
incurred to provide health insurance coverage to members, as well as estimates
of future payments to hospitals and others for medical care and other
supplemental benefits provided on or prior to the balance sheet date. For
additional information regarding our benefits payable and benefits expense
recognition, refer to Note 2 to the audited Consolidated Financial Statements
included in Part II, Item 8, "Financial Statements and Supplementary Data" of
this Form 10-K.

The detail of total net receivables was as follows at December 31, 2022, 2021
and 2020:

                                                                                                                   Change
                                                             2022             2021             2020            2022      2021
                                                                                 (in millions)
Medicare                                                  $ 1,260          $ 1,214          $   928          $   46    $ 286
Commercial and other                                          383              579              122            (196)     457
Military services                                             101              104              160              (3)     (56)
Allowance for doubtful accounts                               (70)             (83)             (72)             13      (11)
Total net receivables                                     $ 1,674          $ 1,814          $ 1,138            (140)     676

Reconciliation to cash flow statement:
Change in receivables from disposition (acquisition) of
business

                                                                                                        194     (396)

Change in receivables per cash flow statement resulting
in
cash used by operations                                                                                      $   54    $ 280


The changes in Medicare receivables for both the 2022 period and the 2021 period
reflect individual Medicare Advantage membership growth and the typical pattern
caused by the timing of accruals and related collections associated with the CMS
risk-adjustment model. The decrease in Commercial and other receivables and the
allowance for doubtful accounts for 2022 primarily relates to the KAH Hospice
disposition. The increase in Commercial and other receivables in 2021 primarily
relates to the Kindred at Home acquisition.


Cash Flow from Investing Activities

During 2022, we acquired various businesses totaling to approximately $337
million
, net of cash received.

During 2021, we acquired Kindred at Home and other primary care businesses for
cash consideration of approximately $4.2 billion, net of cash received.

During 2020, we acquired Enclara Healthcare, a hospice, pharmacy and benefit
provider, for cash consideration of approximately $709 million, net of cash
received.


During 2022, we completed the sale of a 60% interest in Humana's Kindred at Home
Hospice subsidiary, or KAH Hospice, to Clayton, Dubilier & Rice, or CD&R, for
cash proceeds of approximately $2.7 billion, net of cash disposed, including
debt repayments from KAH Hospice to Humana of $1.9 billion. In connection with
the sale, we recognized a pre-tax gain, net of transaction costs, of
$237 million which is reported as a gain on sale of KAH Hospice in the
accompanying consolidated statement of income for the year ended December 31,
2022.
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Our ongoing capital expenditures primarily relate to our information technology
initiatives, support of services in our provider services operations including
medical and administrative facility improvements necessary for activities such
as the provision of care to members, claims processing, billing and collections,
wellness solutions, care coordination, regulatory compliance and customer
service. Total capital expenditures, excluding acquisitions, were $1.1 billion,
$1.3 billion and $964 million in the 2022, 2021 and 2020 periods, respectively.

Net purchases of investment securities were $2.3 billion, $1.1 billion, $1.4
billion
in the 2022, 2021 and 2020 periods, respectively.

Cash Flow from Financing Activities


Our financing cash flows are significantly impacted by the timing of claims
payments and the related receipts from CMS associated with Medicare Part D claim
subsidies for which we do not assume risk. Monthly prospective payments from CMS
for reinsurance and low-income cost subsidies are based on assumptions submitted
with our annual bid. Settlement of the reinsurance and low-income cost subsidies
is based on a reconciliation made approximately 9 months after the close of each
calendar year. Receipts from CMS associated with Medicare Part D claim subsidies
for which we do not assume risk were higher than claim payments by $2 billion in
the 2022 period and claim payments were higher than receipts from CMS associated
with Medicare Part D claim subsidies for which we do not assume risk by $261
million and $938 million in the 2021 and 2020 periods, respectively. Our net
payable from CMS for subsidies and brand name prescription drug discounts was
$540 million at December 31, 2022 compared to a net receivable of $1.4 billion
at December 31, 2021.

Under our administrative services only TRICARE contract, reimbursements from the
federal government exceeded health care costs payments for which we do not
assume risk by $25 million in the 2022 period and health care costs payments for
which we do not assume risk exceeded reimbursements from the federal government
by $45 million and $1 million in the 2021 and 2020 periods, respectively.

In December 2022, we repaid $600 million aggregate principal amount of our
3.150% senior notes due on their maturity date of December 1, 2022 and $400
million
aggregate principal amount of our 2.900% senior notes due on their
maturity date of December 15, 2022.


In November 2022, we issued $500 million of 5.750% unsecured senior notes due
March 1, 2028 and $750 million of 5.875% unsecured senior notes due March 1,
2033. Our net proceeds, reduced for the underwriters' discounts and commissions
paid, were $1.2 billion.

In March 2022, we issued $750 million of 3.700% unsecured senior notes due March
23, 2029
. Our net proceeds, reduced for the underwriters' discounts and
commissions paid, were $744 million.


In August 2021, we issued $1.5 billion of 0.650% unsecured senior notes due
August 3, 2023, $750 million of 1.350% unsecured senior notes due February 3,
2027 and $750 million of 2.150% unsecured senior notes due February 3, 2032. Our
net proceeds, reduced for the underwriters' discounts and commissions paid, were
$2,984 million.

In December 2020, we repaid $400 million aggregate principal amount of our
2.500% senior notes due on their maturity date of December 15, 2020.


In March 2020, we issued $600 million of 4.500% senior notes due April 1, 2025
and $500 million of 4.875% senior notes due April 1, 2030. Our net proceeds,
reduced for the underwriters' discounts and commissions and offering expenses
paid, were $1,088 million.

In August 2022, we repaid the $2.0 billion October 2021 Term Loan Agreement
without a prepayment penalty due.


In October 2021, we entered into a $2.0 billion term loan agreement and applied
the proceeds to finance the repayment in full of the outstanding assumed Kindred
at Home debt.

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In August 2021, we borrowed $500 million under the delayed draw term loan
agreement, which was used, in combination with other debt financing, to fund the
approximate $5.8 billion transaction price of Kindred at Home.

In March 2020, we drew $1 billion on the existing term loan commitment at the
time, which was repaid in November 2020.


We entered into a commercial paper program in October 2014. Net repayments from
issuance of commercial paper were $376 million in 2022 and the maximum principal
amount outstanding at any one time during 2022 was $1.5 billion. Net proceeds
from the issuance of commercial paper were $352 million in 2021 and the maximum
principal amount outstanding at any one time during 2021 was $1.2 billion. Net
proceeds from issuance of commercial paper were $295 million in 2020 and the
maximum principal amount outstanding at any one time during 2020 was $600
million.

We repurchased common shares for $2.10 billion, $79 million and $1.82 billion in
2022, 2021 and 2020, respectively, under share repurchase plans authorized by
the Board of Directors and in connection with employee stock plans.

We paid dividends to stockholders of $392 million in 2022, $354 million in 2021,
and $323 million in 2020.


The remainder of the cash used in or provided by financing activities in 2022,
2021, and 2020 primarily resulted from debt issuance costs, proceeds from stock
option exercises and the change in book overdraft.


Future Sources and Uses of Liquidity

Dividends


For a detailed discussion of dividends to stockholders, please refer to Note 16
to the audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" of this Form 10-K.

Stock Repurchases

For a detailed discussion of stock repurchases, please refer to Note 16 to the
audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" of this Form 10-K.

Debt


For a detailed discussion of our debt, including our senior notes, term loans,
credit agreement and commercial paper program, please refer to Note 13 to the
audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" of this Form 10-K.

Liquidity Requirements


We believe our cash balances, investment securities, operating cash flows, and
funds available under our credit agreement and our commercial paper program or
from other public or private financing sources, taken together, provide adequate
resources to fund ongoing operating and regulatory requirements, acquisitions,
future expansion opportunities, and capital expenditures for at least the next
twelve months, as well as to refinance or repay debt, and repurchase shares.

Adverse changes in our credit rating may increase the rate of interest we pay
and may impact the amount of credit available to us in the future. Our
investment-grade credit rating at December 31, 2022 was BBB+ according to
Standard & Poor's Rating Services, or S&P, and Baa3 according to Moody's
Investors Services, Inc., or Moody's. A downgrade by S&P to BB+ or by Moody's to
Ba1 triggers an interest rate increase of 25 basis points with respect to $250
million of our senior notes. Successive one notch downgrades increase the
interest rate an additional 25 basis points, or annual interest expense by $1
million, up to a maximum 100 basis points, or annual interest expense by $3
million.

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In addition, we operate as a holding company in a highly regulated industry.
Humana Inc., our parent company, is dependent upon dividends and administrative
expense reimbursements from our subsidiaries, most of which are subject to
regulatory restrictions. We continue to maintain significant levels of aggregate
excess statutory capital and surplus in our state-regulated operating
subsidiaries. Cash, cash equivalents, and short-term investments at the parent
company decreased to $0.9 billion at December 31, 2022 from $1.3 billion at
December 31, 2021. This decrease primarily reflects common stock repurchases,
repayment of the October 2021 Term Loan Agreement, repayment of maturing senior
notes, capital expenditures, repayment of borrowings under the commercial paper
program, capital contributions to certain subsidiaries, cash dividends to
shareholders and acquisitions, partially offset by net proceeds from the senior
notes, proceeds from the sale of investment securities, dividends from insurance
subsidiaries, and cash from certain non-insurance subsidiaries within our
CenterWell segment. Our use of operating cash derived from our non-insurance
subsidiaries, such as our CenterWell segment, is generally not restricted by
regulators. Our regulated insurance subsidiaries paid dividends to our parent
company of $1.3 billion in 2022, $1.6 billion in 2021, and $1.3 billion in 2020.
Subsidiary capital requirements from significant premium growth has impacted the
amount of regulated subsidiary dividends over the last two years. Refer to our
parent company financial statements and accompanying notes in Schedule I -
Parent Company Financial Information. The amount of ordinary dividends that may
be paid to our parent company in 2023 is approximately $1.8 billion, in the
aggregate. Actual dividends paid may vary due to consideration of excess
statutory capital and surplus and expected future surplus requirements related
to, for example, premium volume and product mix.

Regulatory Requirements


For a detailed discussion of our regulatory requirements, including aggregate
statutory capital and surplus as well as dividends paid from the subsidiaries to
our parent, please refer to Note 16 to the to the audited Consolidated Financial
Statements included in Part II, Item 8, "Financial Statements and Supplementary
Data" of this Form 10-K.

Off-Balance Sheet Arrangements


As of December 31, 2022, we were not involved in any special purpose entity, or
SPE, transactions. For a detailed discussion of off-balance sheet arrangements,
please refer to Note 17 to the audited Consolidated Financial Statements
included in Part II, Item 8, "Financial Statements and Supplementary Data" of
this Form 10-K.

Guarantees and Indemnifications


For a detailed discussion of our guarantees and indemnifications, please refer
to Note 17 to the audited Consolidated Financial Statements included in Part II,
Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

Government Contracts


For a detailed discussion of our government contracts, including our Medicare,
Military, and Medicaid and state-based contracts, please refer to Note 17 to the
audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" of this Form 10-K.

Critical Accounting Policies and Estimates


The discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements and accompanying notes,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements and accompanying notes requires us to make estimates and assumptions
that affect the amounts reported in the consolidated financial statements and
accompanying notes. We continuously evaluate our estimates and those critical
accounting policies primarily related to benefits expense and revenue
recognition as well as accounting for impairments related to our investment
securities, goodwill, indefinite-lived and long-lived assets. These estimates
are based on knowledge of current events and anticipated future events and,
accordingly, actual results ultimately may differ from those estimates. We
believe the following critical accounting policies involve the most significant
judgments and estimates used in the preparation of our consolidated financial
statements.

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Benefits Expense Recognition


Benefits expense is recognized in the period in which services are provided and
includes an estimate of the cost of services which have been incurred but not
yet reported, or IBNR. Our reserving practice is to consistently recognize the
actuarial best point estimate within a level of confidence required by actuarial
standards. For further discussion of our reserving methodology, including our
use of completion and claims per member per month trend factors to estimate
IBNR, refer to Note 2 to the audited Consolidated Financial Statements included
in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form
10-K.

The completion and claims per member per month trend factors are the most
significant factors impacting the IBNR estimate. The portion of IBNR estimated
using completion factors for claims incurred prior to the most recent two months
is generally less variable than the portion of IBNR estimated using trend
factors. The following table illustrates the sensitivity of these factors
assuming moderately adverse experience and the estimated potential impact on our
operating results caused by reasonably likely changes in these factors based on
December 31, 2022 data:

               Completion Factor (a):                        Claims Trend Factor (b):
        Factor                   Decrease in           Factor                   Decrease in
      Change (c)               Benefits Payable      Change (c)               Benefits Payable
                                       (dollars in millions)
        0.90%                        $588              3.50%                        $479
        0.80%                        $522              3.25%                        $445
        0.70%                        $457              3.00%                        $411
        0.60%                        $392              2.75%                        $376
        0.50%                        $326              2.50%                        $342
        0.40%                        $261              2.25%                        $308
        0.30%                        $196              2.00%                        $274
        0.20%                        $131              1.75%                        $239
        0.10%                        $65               1.50%                        $205
        0.05%                        $33               1.25%                        $171
        0.03%                        $16               1.00%                        $137


(a)Reflects estimated potential changes in benefits payable at December 31, 2022
caused by changes in completion factors for incurred months prior to the most
recent two months.

(b)Reflects estimated potential changes in benefits payable at December 31, 2022
caused by changes in annualized claims trend used for the estimation of per
member per month incurred claims for the most recent two months.

(c)The factor change indicated represents the percentage point change.


The following table provides a historical perspective regarding the accrual and
payment of our benefits payable. Components of the total incurred claims for
each year include amounts accrued for current year estimated benefits expense as
well as adjustments to prior year estimated accruals. Refer to Note 11 to the
audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" of this Form 10-K for information
about incurred and paid claims development as of December 31, 2022, net of
reinsurance, as well as cumulative claim frequency and the total of IBNR
included within the net incurred claims amounts.

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                                                    2022          2021          2020
                                                             (in millions)
             Balances at January 1               $  8,289      $  8,143      $  6,004

             Less: Reinsurance recoverables             -             -           (68)
             Balances at January 1, net             8,289         8,143         5,936
             Acquisitions                               -            42             -
             Incurred related to:
             Current year                          76,105        70,024        61,941
             Prior years                             (415)         (825)         (313)
             Total incurred                        75,690        69,199        61,628
             Paid related to:
             Current year                         (67,287)      (62,149)      (54,003)
             Prior years                           (7,428)       (6,946)       (5,418)
             Total paid                           (74,715)      (69,095)      (59,421)

             Reinsurance recoverable                    -             -             -
             Balances at December 31             $  9,264      $  8,289      $  8,143


The following table summarizes the changes in estimate for incurred claims
related to prior years attributable to our key assumptions. As previously
described, our key assumptions consist of trend and completion factors estimated
using an assumption of moderately adverse conditions. The amounts below
represent the difference between our original estimates and the actual benefits
expense ultimately incurred as determined from subsequent claim payments.

                                                                       

Favorable Development by Changes in Key Assumptions

                                                      2022                                     2021                                    2020
                                                              Factor                                  Factor                                  Factor
                                         Amount             Change (a)            Amount            Change (a)            Amount            Change (a)
                                                                                      (dollars in millions)
Trend factors                          $   (387)                   (0.6) %       $ (361)                   (3.3) %       $ (167)                   (1.9) %
Completion factors                          (28)                      -  %         (464)                   (0.9) %         (146)                   (0.3) %
Total                                  $   (415)                                 $ (825)                                 $ (313)

(a)The factor change indicated represents the percentage point change.


As previously discussed, our reserving practice is to consistently recognize the
actuarial best estimate of our ultimate liability for claims. Actuarial
standards require the use of assumptions based on moderately adverse experience,
which generally results in favorable reserve development, or reserves that are
considered redundant. We experienced favorable medical claims reserve
development related to prior fiscal years of $415 million in 2022, $825 million
in 2021, and $313 million in 2020.

The favorable medical claims reserve development for 2022, 2021, and 2020
primarily reflects the consistent application of trend and completion factors
estimated using an assumption of moderately adverse conditions. In addition, the
higher prior year favorable development for the year ended December 31, 2021 was
primarily attributable to the reversal of actions taken in 2020, including the
suspension of certain financial recovery programs for a period of time impacting
our claim payment patterns. The suspension during 2020 was intended to provide
financial and administrative relief for providers facing unprecedented strain as
a result of the COVID-19 pandemic. Our favorable development for each of the
years presented above is discussed further in Note 11 to the audited
Consolidated Financial Statements included in Item 8. - Financial Statements and
Supplementary Data.

We continually adjust our historical trend and completion factor experience with
our knowledge of recent events that may impact current trends and completion
factors when establishing our reserves. Because our reserving practice is to
consistently recognize the actuarial best point estimate using an assumption of
moderately adverse

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conditions as required by actuarial standards, there is a reasonable possibility
that variances between actual trend and completion factors and those assumed in
our December 31, 2022 estimates would fall towards the middle of the ranges
previously presented in our sensitivity table.

Revenue Recognition


We generally establish one-year commercial membership contracts with employer
groups, subject to cancellation by the employer group on 30-day written notice.
Our Medicare contracts with CMS renew annually. Our military services contracts
with the federal government and certain contracts with various state Medicaid
programs generally are multi-year contracts subject to annual renewal
provisions.

We receive monthly premiums from the federal government and various states
according to government specified payment rates and various contractual terms.
We bill and collect premiums from employer groups and members in our Medicare
and other individual products monthly. Changes in premium revenues resulting
from the periodic changes in risk-adjustment scores derived from medical
diagnoses for our membership are estimated by projecting the ultimate annual
premium and recognized ratably during the year with adjustments each period to
reflect changes in the ultimate premium.

Premiums revenue is estimated by multiplying the membership covered under the
various contracts by the contractual rates. Premiums revenue is recognized as
income in the period members are entitled to receive services, and is net of
estimated uncollectible amounts, retroactive membership adjustments, and
adjustments to recognize rebates under the minimum benefit ratios required under
the Health Care Reform Law. We estimate policyholder rebates by projecting
calendar year minimum benefit ratios for the small group and large group
markets, as defined by the Health Care Reform Law using a methodology prescribed
by HHS, separately by state and legal entity. Medicare Advantage products are
also subject to minimum benefit ratio requirements under the Health Care Reform
Law. Estimated calendar year rebates recognized ratably during the year are
revised each period to reflect current experience. Retroactive membership
adjustments result from enrollment changes not yet processed, or not yet
reported by an employer group or the government. We routinely monitor the
collectability of specific accounts, the aging of receivables, historical
retroactivity trends, estimated rebates, as well as prevailing and anticipated
economic conditions, and reflect any required adjustments in current operations.
Premiums received prior to the service period are recorded as unearned revenues.

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Medicare Risk-Adjustment Provisions


CMS uses a risk-adjustment model which adjusts premiums paid to Medicare
Advantage, or MA, plans according to health status of covered members. The
risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act
of 1997 (BBA) and the Benefits Improvement and Protection Act of 2000 (BIPA),
generally pays more where a plan's membership has higher expected costs. Under
this model, rates paid to MA plans are based on actuarially determined bids,
which include a process whereby our prospective payments are based on our
estimated cost of providing standard Medicare-covered benefits to an enrollee
with a "national average risk profile." That baseline payment amount is adjusted
to account for certain demographic characteristics and health status of our
enrolled members. Under the risk-adjustment methodology, all MA plans must
collect from providers and submit the necessary diagnosis code information to
CMS within prescribed deadlines. The CMS risk-adjustment model uses the
diagnosis data, collected from providers, to calculate the health status-related
risk-adjusted premium payment to MA plans, which CMS further adjusts for coding
pattern differences between the health plans and the government fee-for-service
(FFS) program. We generally rely on providers, including certain providers in
our network who are our employees, to code their claim submissions with
appropriate diagnoses, which we send to CMS as the basis for our health
status-adjusted payment received from CMS under the actuarial risk-adjustment
model. We also rely on these providers to document appropriately all medical
data, including the diagnosis data submitted with claims. In addition, we
conduct medical record reviews as part of our data and payment accuracy
compliance efforts, to more accurately reflect diagnosis conditions under the
risk adjustment model. For additional information, refer to Note 17 to the
audited Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" and Part I, Item 1A, "Risk
Factors" of this Form 10-K.

Investment Securities


Investment securities totaled $14.3 billion, or 33% of total assets at
December 31, 2022, and $14.0 billion, or 31% of total assets at December 31,
2021. The investment portfolio was primarily comprised of debt securities,
detailed below, at December 31, 2022 and December 31, 2021. The fair value of
investment securities were as follows at December 31, 2022 and 2021:

                                                                              Percentage                                       Percentage
                                                      12/31/2022               of Total                12/31/2021               of Total

                                                                                       (dollars in millions)

U.S. Treasury and other U.S. government

  corporations and agencies:
U.S. Treasury and agency obligations                $     1,039                         7.3  %       $       602                         4.3  %
Mortgage-backed securities                                3,230                        22.6  %             3,229                        23.1  %
Tax-exempt municipal securities                             728                         5.1  %               841                         6.0  %
Mortgage-backed securities:
Residential                                                 401                         2.8  %               367                         2.6  %
Commercial                                                1,399                         9.8  %             1,410                        10.1  %
Asset-backed securities                                   1,731                        12.2  %             1,348                         9.6  %
Corporate debt securities                                 5,726                        40.2  %             5,700                        40.8  %
Total debt securities                                    14,254                       100.0  %            13,497                        96.6  %
Common stock                                                  7                           -  %               475                         3.4  %
Total investment securities                         $    14,261                       100.0  %       $    13,972                       100.0  %



Approximately 96% of our debt securities were investment-grade quality, with a
weighted average credit rating of AA- by S&P at December 31, 2022. Most of the
debt securities that were below investment-grade were rated BB-, the higher end
of the below investment-grade rating scale. Tax-exempt municipal securities were
diversified among general obligation bonds of states and local municipalities in
the United States as well as special revenue bonds issued by municipalities to
finance specific public works projects such as utilities, water and sewer,
transportation, or education. Our general obligation bonds are diversified
across the United States with no individual

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state exceeding 1% of our total debt securities. Our investment policy limits
investments in a single issuer and requires diversification among various asset
types.

Gross unrealized losses and fair values aggregated by investment category and
length of time that individual securities have been in a continuous unrealized
loss position were as follows at December 31, 2022:

                                                     Less than 12 months                          12 months or more                            Total

                                                                         Gross                                   Gross                                  Gross
                                                  Fair                 Unrealized             Fair             Unrealized            Fair             Unrealized
                                                  Value                  Losses              Value               Losses              Value              Losses
                                                                                                (in millions)

U.S. Treasury and other U.S. government

  corporations and agencies:
U.S. Treasury and agency obligations       $       512               $        (5)         $     397          $       (50)         $    909          $       (55)
Mortgage-backed securities                       1,231                      (104)             1,683                 (367)            2,914                 (471)
Tax-exempt municipal securities                     64                        (2)               615                  (36)              679                  (38)
Mortgage-backed securities:
Residential                                        124                       (16)               274                  (60)              398                  (76)
Commercial                                         243                       (13)             1,157                 (142)            1,400                 (155)
Asset-backed securities                            620                       (32)             1,011                  (46)            1,631                  (78)
Corporate debt securities                        1,625                       (98)             3,825                 (730)            5,450                 (828)
Total debt securities                      $     4,419               $      (270)         $   8,962          $    (1,431)         $ 13,381          $    (1,701)



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. Also, under the CECL model, expected losses on available for
sale debt securities are recognized through an allowance for credit losses
rather than as reductions in the amortized cost of the securities. For debt
securities whose fair value is less than their amortized cost which we do not
intend to sell or are not required to sell, we evaluate the expected cash flows
to be received as compared to amortized cost and determine if an expected credit
loss has occurred. In the event of an expected credit loss, only the amount of
the impairment associated with the expected credit loss is recognized in income
with the remainder, if any, of the loss recognized in other comprehensive
income. To the extent we have the intent to sell the debt security or it is more
likely than not we will be required to sell the debt security before recovery of
our amortized cost basis, we recognize an impairment loss in income in an amount
equal to the full difference between the amortized cost basis and the fair
value.

Potential expected credit loss impairment is considered using a variety of
factors, including the extent to which the fair value has been less than cost;
adverse conditions specifically related to the industry, geographic area or
financial condition of the issuer or underlying collateral of a debt security;
changes in the quality of the debt 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. For
debt securities, we take into account expectations of relevant market and
economic data. For example, with respect to mortgage and asset-backed
securities, such data includes underlying loan level data and structural
features such as seniority and other forms of credit enhancements. We estimate
the amount of the expected credit loss component of a debt security as the
difference between the amortized cost and the present value of the expected cash
flows of the security. The present value is determined using the best estimate
of future cash flows discounted at the implicit interest rate at the date of
purchase. The expected credit loss cannot exceed the full difference between the
amortized cost basis and the fair value.

The risks inherent in assessing the impairment of an investment include the risk
that market factors may differ from our expectations, facts and circumstances
factored into our assessment may change with the passage of time, or
                                       70
--------------------------------------------------------------------------------

we may decide to subsequently sell the investment. The determination of whether
a decline in the value of an investment is related to a credit event requires us
to exercise significant diligence and judgment. The discovery of new information
and the passage of time can significantly change these judgments. The status of
the general economic environment and significant changes in the national
securities markets influence the determination of fair value and the assessment
of investment impairment. There is a continuing risk that declines in fair value
may occur and additional material realized losses from sales or expected credit
loss impairments may be recorded in future periods.

All issuers of debt securities we own that were trading at an unrealized loss at
December 31, 2022 remain current on all contractual payments. After taking into
account these and other factors previously described, we believe these
unrealized losses primarily were caused by an increase in market interest rates
in the current markets since the time the debt securities were purchased. At
December 31, 2022, we did not intend to sell any debt securities with an
unrealized loss position in accumulated other comprehensive income, and it is
not likely that we will be required to sell these debt securities before
recovery of their amortized cost basis. Additionally, we did not record any
material credit allowances for debt securities that were in an unrealized loss
position at December 31, 2022, 2021 or 2020.

Goodwill, Indefinite-lived and Long-lived Assets


At December 31, 2022, goodwill, indefinite-lived and other long-lived assets
represented 33% of total assets and 92% of total stockholders' equity, compared
to 38% and 104%, respectively, at December 31, 2021. The decrease in goodwill,
indefinite-lived and other long-lived assets is primarily attributable to our
August 2022 sale of KAH Hospice.

For goodwill, we are required to test at least annually for impairment at a
level of reporting referred to as the reporting unit, and more frequently if
adverse events or changes in circumstances indicate that the asset may be
impaired. A reporting unit either is our operating segments or one level below
the operating segments, referred to as a component, which comprise our
reportable segments. A component is considered a reporting unit if the component
constitutes a business for which discrete financial information is available
that is regularly reviewed by management. We are required to aggregate the
components of an operating segment into one reporting unit if they have similar
economic characteristics. Goodwill is assigned to the reporting unit that is
expected to benefit from a specific acquisition.

We perform a quantitative assessment to review goodwill for impairment to
determine both the existence and amount of goodwill impairment, if any. Our
strategy, long-range business plan, and annual planning process support our
goodwill impairment tests. These tests are performed, at a minimum, annually in
the fourth quarter, and are based on an evaluation of future discounted cash
flows. We rely on this discounted cash flow analysis to determine fair value.
However outcomes from the discounted cash flow analysis are compared to other
market approach valuation methodologies for reasonableness. We use discount
rates that correspond to a market-based weighted-average cost of capital and
terminal growth rates that correspond to long-term growth prospects, consistent
with the long-term inflation rate. Key assumptions in our cash flow projections,
including changes in membership, premium yields, medical and operating cost
trends, and certain government contract extensions, are consistent with those
utilized in our long-range business plan and annual planning process. If these
assumptions differ from actual, including the impact of the Health Care Reform
Law or changes in government reimbursement rates, the estimates underlying our
goodwill impairment tests could be adversely affected. The fair value of our
reporting units with significant goodwill exceeded carrying amounts by a
substantial margin. However, unfavorable changes in key assumptions or
combinations of assumptions including a significant increase in the discount
rate, decrease in the long-term growth rate or substantial reduction in our
underlying cash flow assumptions, including revenue growth rates, medical and
operating cost trends, and projected operating income could have a significant
negative impact on the estimated fair value of our home solutions and provider
reporting units, which accounted for $4.3 billion and $1.1 billion of goodwill,
respectively. Impairment tests completed for 2022, 2021, and 2020 did not result
in an impairment loss.

Indefinite-lived intangible assets relate to Certificate of Needs (CON) and
Medicare licenses acquired in connection with our August 2021 KAH acquisition
with a carrying value of $1.4 billion at December 31, 2022. Like

                                       71

--------------------------------------------------------------------------------


goodwill, we are required to test at least annually for impairment and more
frequently if adverse events or changes in circumstances indicate that the asset
may be impaired. These tests are performed, at a minimum, annually in the fourth
quarter. If the carrying amount of an indefinite-lived intangible asset exceeds
its fair value, an impairment loss is recognized. Fair values of
indefinite-lived intangible assets are determined based on the income approach.
Impairment tests completed for 2022 did not result in a material impairment
loss. These charges reflect the amount by which the carrying value exceeded its
estimated fair value. Impairment tests completed for 2021 did not result in an
impairment loss. The fair values of the assets were measured using Level 3
inputs, such as projected revenues and operating cash flows.

Long-lived assets consist of property and equipment and other definite-lived
intangible assets. These assets are depreciated or amortized over their
estimated useful life, and are subject to impairment reviews. We periodically
review long-lived assets whenever adverse events or changes in circumstances
indicate the carrying value of the asset may not be recoverable. In assessing
recoverability, we must make assumptions regarding estimated future cash flows
and other factors to determine if an impairment loss may exist, and, if so,
estimate fair value. We also must estimate and make assumptions regarding the
useful life we assign to our long-lived assets. If these estimates or their
related assumptions change in the future, we may be required to record
impairment losses or change the useful life, including accelerating depreciation
or amortization for these assets. Other than the $248 million of asset
impairment charges as a result of our value creation initiatives as described in
Footnote 2 to the audited Consolidated Financial Statements included in Part II,
Item 8, "Financial Statements and Supplementary Data" of this Form 10-K, there
were no other impairment losses in the last three years.

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