Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



(b) Humana Inc. ("Humana" or the "Company") is today announcing that, after a
twenty-four-year career, Cynthia H. Zipperle will retire from the Company. Ms.
Zipperle will continue in her current role as the Company's Senior Vice
President, Chief Accounting Officer and Controller until March 31, 2022, and has
agreed to continue to serve as an advisor to the Company through December 31,
2022 to assist with the planned transition.

(c) On February 28, 2022, the Board of Directors of the Company elected Michael
A. Koeberlein, Ms. Zipperle's long-planned successor, to serve as Senior Vice
President, Chief Accounting Officer and Controller, effective as of March 31,
2022. As Chief Accounting Officer, Mr. Koeberlein will act as the Company's
principal accounting officer having responsibility for all accounting functions,
the establishment and maintenance of internal accounting controls and
enterprise-wide financial reporting to both the U.S. Securities and Exchange
Commission and state Departments of Insurance.

Mr. Koeberlein, age 53, joined the Company in February 1999 and has held various
leadership roles of increasing responsibility within the Company's Finance
department during his twenty-three-year career with Humana, most recently
serving as Vice President, Financial Reporting & Accounting Policy since January
2019, and having previously served as the Company's Assistant Controller from
November 2014 until December 2018. Prior to joining the Company, Mr. Koeberlein
spent eight years in the audit practice of PricewaterhouseCoopers. Mr.
Koeberlein holds a bachelor's degree in Accounting from Indiana University and
is a certified public accountant.

There are no arrangements or understandings between Mr. Koeberlein and any other
persons pursuant to which he was appointed the Company's Senior Vice President,
Chief Accounting Officer and Controller. There is no family relationship between
Mr. Koeberlein and any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer of the Company.
The Company has not entered into any transactions with Mr. Koeberlein that would
require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange
Act.

(e) As compensation for his service as the Company's Senior Vice President,
Chief Accounting Officer and Controller, Mr. Koeberlein will receive
compensation as follows:
•base salary of $350,000;
•participation at the 55% target level in the Company's short-term incentive
plan under the same terms as other Company executive officers;
•participation in the Company's Severance Policy and Change in Control Policy,
which provide for benefits upon certain qualifying terminations of employment,
consistent with other Company executive officers;
•matching charitable contribution benefit of $30,000 annually; and
•other benefits commensurate with service as an executive officer of the
Company.

Item 7.01 Financial Statements and Exhibits.



Members of Humana Inc.'s (the "Company") senior management team are scheduled to
meet with investors and analysts at industry conferences and various other
meetings between March 1, 2022 and March 31, 2022. During these conferences and
meetings, while continuing to acknowledge the heightened uncertainty surrounding
the ongoing pandemic, the Company intends to reaffirm its guidance of at least
$23.08 in diluted earnings per common share ("EPS") or at least $24.00 in
adjusted earnings per common share ("Adjusted EPS"), in each case for the year
ending December 31, 2022 ("FY 2022"). Humana's GAAP and Adjusted EPS guidance
contemplates an explicit COVID-19 related headwind of $1.00 per diluted common
share. To the extent the $1.00 explicit COVID-19 related headwind is not
ultimately realized, the company will be conservative regarding the timing and
pace with which it adjusts its FY 2022 earnings guidance. This guidance is
consistent with the guidance issued in Humana's press release dated February 2,
2022. The date and time of presentations to investors are available via the
Investor Relations calendar of events on the Company's website at
www.humana.com.



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The Company has included Adjusted EPS in this current report, a financial
measure that is not in accordance with Generally Accepted Accounting Principles
("GAAP"). Management believes that this measure, when presented in conjunction
with the comparable measure of GAAP EPS, is useful to both management and its
investors in analyzing the Company's ongoing business and operating performance.
Consequently, management uses Adjusted EPS as an indicator of the Company's
business performance, as well as for operational planning and decision making
purposes. Adjusted EPS should be considered in addition to, but not as a
substitute for, or superior to, GAAP EPS. A reconciliation of GAAP EPS to
Adjusted EPS follows:

             Diluted earnings per common share                           FY 2022 Guidance
GAAP                                                                                  at least $23.08
Amortization of identifiable intangibles                                                         0.42
Transaction and integration costs associated with the                                            0.50
Kindred at Home acquisition
Adjusted (non-GAAP) - FY 2022 projected                                               at least $24.00

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