The condensed consolidated financial statements of Humana Inc. in this document
present the Company's financial position, results of operations and cash flows,
and should be read in conjunction with the following discussion and analysis.
References to "we," "us," "our," "Company," and "Humana" mean Humana Inc. and
its subsidiaries. This discussion includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. When used in
filings with the Securities and Exchange Commission, or SEC, in our press
releases, investor presentations, and in oral statements made by or with the
approval of one of our executive officers, the words or phrases like "believes,"
"expects," "anticipates," "intends," "likely will result," "estimates,"
"projects" or variations of such words and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements are
not guarantees of future performance and are subject to risks, uncertainties and
assumptions, including, among other things, information set forth in Item 1A. -
Risk Factors in our 2021 Form 10-K, as modified by any changes to those risk
factors included in this document and in other reports we filed subsequent to
February 17, 2022, in each case incorporated by reference herein. In making
these statements, we are not undertaking to address or update such
forward-looking statements in future filings or communications regarding our
business or results. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this document might not occur. There may
also be other risks that we are unable to predict at this time. Any of these
risks and uncertainties may cause actual results to differ materially from the
results discussed in the forward-looking statements.

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 well being 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 in home care,
behavioral health, pharmacy services, data analytics and wellness solutions,
combine to produce a simplified experience that makes health care easier to
navigate and more effective.

Our 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.

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,
or TPG, and Welsh, Carson, Anderson & Stowe, or WCAS, two private equity funds,
or the Sponsors, for an enterprise value of $8.2 billion, which includes our
equity value of $2.4 billion associated with our 40% minority ownership
interest. 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.

Sale of Hospice and Personal Care Divisions



On April 21, 2022, we signed a definitive agreement with private investment firm
Clayton, Dubilier & Rice, or CD&R, to divest a 60% interest in the Hospice and
Personal Care divisions of Humana's Kindred at Home subsidiary, or KAH Hospice,
at an enterprise valuation of $3.4 billion. These divisions include
patient-centered services for Hospice, Palliative, Community and Personal Care.
Under the agreement, we will receive cash proceeds of approximately
$2.8 billion, which includes a combination of debt repayments from KAH Hospice
to Humana and equity proceeds from the 60% interest purchased by CD&R.
                                       33

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

Table of Contents

The transaction is expected to close in the third quarter of 2022 and is subject to customary state and federal regulatory approvals.

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-essential care have resulted in lower overall healthcare system utilization.
At the same time, COVID-19 treatment and testing costs increased utilization.
During the first quarter of 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 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
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 2021.

Business Segments



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

The Retail segment consists of Medicare benefits, marketed to individuals or
directly via group Medicare accounts. In addition, the Retail segment also
includes our contract with CMS to administer the Limited Income Newly Eligible
Transition, or LI-NET, prescription drug plan program and contracts with various
states to provide Medicaid, including Temporary Assistance for Needy Families,
or TANF, dual eligible demonstration, and Long-Term Support Services benefits,
which we refer to collectively as our state-based contracts. The Group and
Specialty segment consists 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 products. In addition, our Group
and Specialty segment includes our military services business, primarily our
TRICARE T2017 East Region contract. The Healthcare Services segment includes
pharmacy, provider, and home services, along with other services and
capabilities to promote wellness and advance population health. The operations
of the recently acquired full ownership of Kindred at Home, as well as the
company's strategic partnership with WCAS to develop and operate senior-focused,
payor-agnostic, primary care centers are also included in the Healthcare
Services segment.

The results of each segment are measured by segment earnings, and for our
Healthcare Services Segment, also include equity in net earnings from our equity
method investees. Transactions between reportable segments primarily consist of
sales of services rendered by our Healthcare Services segment, primarily
pharmacy, provider, and home solutions services, to our Retail and Group and
Specialty 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.

                                       34
--------------------------------------------------------------------------------
  Table of Contents
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.
Likewise, 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 Retail segment is Medicare stand-alone
prescription drug plans, or PDPs, under the Medicare Part D program. Our
quarterly Retail 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.

In addition, the Retail 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.



Our Group and Specialty segment also experiences seasonality in the benefit
ratio pattern. However, the effect is opposite of Medicare stand-alone PDP in
the Retail segment, with the Group and Specialty segment's benefit ratio
increasing as fully-insured members progress through their annual deductible and
maximum out-of-pocket expenses.

2022 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 March 31, 2022, approximately 3,053,600 members, or 67%, of our individual
Medicare Advantage members were in value-based relationships under our
integrated care delivery model, as compared to 2,810,700 members, or 65%, at
March 31, 2021.

•On April 4, 2022, Centers for Medicare & Medicaid Services (CMS) published its
Announcement of Calendar Year 2023 Medicare Advantage Capitation Rates and Part
C and Part D Payment Policies (the Final Rate Notice). The company expects the
Final Rate Notice to result in a 4.6% rate increase for non-end stage renal
disease, or ESRD, Medicare Advantage business, excluding the impact of Employer
Group Waiver Plan funding changes. The company's 4.6% rate increase compares to
CMS's estimate for the sector of 5.0% on a comparable basis, with the variance
primarily driven by average Star ratings, as well as county rebasing and the
company's geographic footprint. CMS also establishes separate rates of payment
for ESRD beneficiaries enrolled in Medicare Advantage plans. The company expects
the Final Rate Notice to result in a 6.8% rate increase in 2023 for ESRD
beneficiaries, which reflects CMS's United States Per Capita Cost trend of 9.6%,
offset by 2.8% for ESRD risk model change impacts.

•Net income was $930 million, or $7.29 per diluted common share, and $828 million, or $6.39, for the three months ended March 31, 2022, and 2021, respectively. This comparison was significantly impacted by put/


                                       35
--------------------------------------------------------------------------------
  Table of Contents
call valuation adjustments associated with certain equity method investments,
transaction and integration costs, as well as the change in the fair value of
publicly-traded equity securities. The impact of these adjustments to our
consolidated income before income taxes and equity in net earnings and diluted
earnings per common share was as follows for the 2022 and 2021 quarter:

                                                                             For the three
                                                                           months ended March
                                                                                  31,
                                                                                     2022               2021

Consolidated income before income taxes and equity in net earnings:

Put/call valuation adjustments associated with company's non consolidating minority interest investments

$     (21)         $     115
Transaction and integration costs                                                       17                  -
Change in the fair value of publicly-traded equity securities                             109                 85
Total                                                                            $     105          $     200

                                                                             For the three
                                                                           months ended March
                                                                                  31,
                                                                                     2022               2021

Diluted earnings per common share:

Put/call valuation adjustments associated with company's non consolidating minority interest investments

$   (0.12)         $    0.69
Transaction and integration costs                                                     0.10                  -
Change in the fair value of publicly-traded equity securities                         0.66               0.51
Total                                                                            $    0.64          $    1.20

•Excluding these adjustments, our improved comparisons of our results of operations were primarily impacted by our Healthcare Services segment, including the consolidation of Kindred at Home operations.

Health Care Reform



The Health Care Reform Law enacted significant reforms to various aspects of the
U.S. health insurance industry. Certain significant provisions of the Health
Care Reform Law include, 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. In
addition, the Health Care Reform Law established insurance industry assessments,
including an annual health insurance industry fee. The annual health insurance
industry fee, which was not deductible for income tax purposes and significantly
increased our effective tax rate, was in effect for 2020, but was permanently
repealed beginning in calendar year 2021.

It is reasonably possible that the Health Care Reform Law and related
regulations, as well as other current or future legislative, judicial or
regulatory changes such as the Families First Coronavirus Response Act, or the
Families First Act, the Coronavirus Aid, Relief, and Economic Security Act, or
the CARES Act, and other 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

                                       36
--------------------------------------------------------------------------------
  Table of Contents
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 Healthcare Services segment, primarily
pharmacy, provider, and home solutions services, to our Retail and Group and
Specialty segment customers and are described in Note 14 to the condensed
consolidated financial statements included in this report.

                                       37
--------------------------------------------------------------------------------
  Table of Contents
Comparison of Results of Operations for 2022 and 2021

The following discussion primarily deals with our results of operations for the
three months ended March 31, 2022, or the 2022 quarter, and the three months
ended March 31, 2021, or the 2021 quarter.

Consolidated


                                                      For the three months ended March 31,                                 Change
                                                    2022                                    2021             Dollars               Percentage
                                                                    (dollars in millions, except per common share results)
Revenues:
Premiums:
Retail                                      $         21,302                             $ 18,591          $   2,711                       14.6  %
Group and Specialty                                    1,401                                1,533               (132)                      (8.6) %

Total premiums                                        22,703                               20,124              2,579                       12.8  %
Services:
Retail                                                     6                                    5                  1                       20.0  %
Group and Specialty                                      195                                  190                  5                        2.6  %
Healthcare Services                                    1,063                                  271                792                      292.3  %
Total services                                         1,264                                  466                798                      171.2  %
Investment income                                          3                                   78                (75)                     (96.2) %
Total revenues                                        23,970                               20,668              3,302                       16.0  %
Operating expenses:
Benefits                                              19,625                               17,296              2,329                       13.5  %
Operating costs                                        2,886                                2,007                879                       43.8  %
Depreciation and amortization                            170                                  142                 28                       19.7  %
Total operating expenses                              22,681                               19,445              3,236                       16.6  %
Income from operations                                 1,289                                1,223                 66                        5.4  %
Interest expense                                          90                                   68                 22                       32.4  %
Other (income) expense, net                              (21)                                 115                136                      118.3  %
Income before income taxes and equity in
net earnings                                           1,220                                1,040                180                       17.3  %
Provision for income taxes                               286                                  233                 53                       22.7  %
Equity in net (losses) earnings                           (4)                                  21                (25)                    (119.0) %
Net income                                  $            930                             $    828          $     102                       12.3  %
Diluted earnings per common share           $           7.29                             $   6.39          $    0.90                       14.1  %
Benefit ratio (a)                                       86.4   %                             85.9  %                                        0.5  %
Operating cost ratio (b)                                12.0   %                              9.7  %                                        2.3  %
Effective tax rate                                      23.5   %                             22.0  %                                        1.5  %

(a)Represents benefits expense as a percentage of premiums revenue. (b)Represents operating costs as a percentage of total revenues less investment income.





                                       38
--------------------------------------------------------------------------------
  Table of Contents
Premiums Revenue

Consolidated premiums increased $2.6 billion, or 12.8%, from $20.1 billion in
the 2021 quarter to $22.7 billion in the 2022 quarter primarily due to
individual Medicare Advantage and state-based contracts membership growth and
higher per member individual Medicare Advantage premiums, partially offset by
declining year-over-year membership associated with the group commercial medical
products.

Services Revenue

Consolidated services revenue increased $798 million, or 171.2%, from $466 million in the 2021 quarter to $1.3 billion in the 2022 quarter primarily due to the impact of Kindred at Home revenues from external customers.

Investment Income



Investment income decreased $75 million, or 96.2%, from $78 million in the 2021
quarter to $3 million in the 2022 quarter primarily due to the decrease in the
fair value of our publicly traded equity securities investments.

Benefit Expense



Consolidated benefits expense increased $2.3 billion, or 13.5%, from $17.3
billion in the 2021 quarter to $19.6 billion in the 2022 quarter. The
consolidated benefit ratio increased 50 basis points from 85.9% for the 2021
quarter to 86.4% for the 2022 quarter primarily due to the lower favorable
prior-period medical claims reserve development, partially offset by higher per
member individual Medicare Advantage premiums and lower admissions per thousand,
or APT, associated with the Medicare Advantage business.

Consolidated benefits expense included $360 million of favorable prior-period
medical claims reserve development in the 2022 quarter and $555 million of
favorable prior-period medical claims development in the 2021 quarter.
Prior-period medical claims reserve development decreased the consolidated
benefit ratio by approximately 160 basis points in the 2022 quarter and
decreased the consolidated benefit ratio by approximately 280 basis points in
the 2021 quarter.

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 $879 million, or 43.8%, from $2.0 billion
in the 2021 quarter to $2.9 billion in the 2022 quarter. The consolidated
operating cost ratio increased 230 basis points from 9.7% for the 2021 quarter
to 12.0% for the 2022 quarter primarily due to the impact of the consolidation
of Kindred at Home operations, which have a significantly higher operating cost
ratio than our historical consolidated operating cost ratio, partially offset by
scale efficiencies associated with growth in individual Medicare Advantage
membership.

Depreciation and Amortization



Depreciation and amortization increased $28 million, or 19.7%, from $142 million
in the 2021 quarter to $170 million in the 2022 quarter primarily due to capital
expenditures.

Interest Expense

Interest expense increased $22 million, or 32.4%, from $68 million in the 2021 quarter to $90 million in the 2022 quarter from borrowings to finance the Kindred at Home acquisition.


                                       39
--------------------------------------------------------------------------------
  Table of Contents
Income Taxes

The effective income tax rate was 23.5% and 22.0% for the three months ended
March 31, 2022, and 2021, respectively. The increase was primarily due to the
favorable tax treatment we incurred during the 2021 period related to our equity
method investment activity that did not occur during the 2022 period.

Retail Segment

                                              March 31,                           Change
                                      2022                 2021          Members       Percentage
Membership:
Medical membership:
Individual Medicare Advantage      4,538,200            4,291,300        246,900            5.8  %
Group Medicare Advantage             562,200              556,700          5,500            1.0  %
Medicare stand-alone PDP           3,607,000            3,666,200        (59,200)          (1.6) %
Total Retail Medicare              8,707,400            8,514,200        193,200            2.3  %

State-based Medicaid and other     1,010,300              838,900        171,400           20.4  %
Medicare Supplement                  318,400              328,100         (9,700)          (3.0) %
Total Retail medical members      10,036,100            9,681,200        354,900            3.7  %




                                          For the three months ended March 31,                         Change
                                                2022                   2021              Dollars               Percentage
                                                               (in millions)
Premiums and Services Revenue:
Premiums:
Individual Medicare Advantage           $         17,052           $   14,815          $   2,237                       15.1  %
Group Medicare Advantage                           1,875                1,755                120                        6.8  %
Medicare stand-alone PDP                             639                  664                (25)                      (3.8) %
Total Retail Medicare                             19,566               17,234              2,332                       13.5  %
State-based Medicaid and other                     1,554                1,179                375                       31.8  %
Medicare Supplement                                  182                  178                  4                        2.2  %
Total premiums                                    21,302               18,591              2,711                       14.6  %
Services                                               6                    5                  1                       20.0  %
Total premiums and services revenue     $         21,308           $   18,596          $   2,712                       14.6  %
Segment earnings                        $            784           $      794          $     (10)                      (1.3) %
Benefit ratio                                       88.0   %             87.7  %                                        0.3  %
Operating cost ratio                                 8.0   %              7.8  %                                        0.2  %



Segment Earnings

•Retail segment earnings decreased $10 million, or 1.3%, from $794 million in
the 2021 quarter to $784 million in the 2022 quarter primarily due to the same
factors that led to the segment's higher benefit and operating cost ratio as
more fully described below.

Enrollment

•Individual Medicare Advantage membership increased 246,900 members, or 5.8%, from March 31, 2021 to March 31, 2022 primarily due to membership additions associated with the most recent Annual Election


                                       40
--------------------------------------------------------------------------------
  Table of Contents
Period, or AEP. 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. Individual Medicare Advantage membership includes
640,600 D-SNP members as of March 31, 2022, a net increase of 139,500, or 27.8%,
from 501,100 as of March 31, 2021.

•Group Medicare Advantage membership increased 5,500, or 1.0%, from March 31, 2021 to March 31, 2022 reflecting growth in small group accounts.

•Medicare stand-alone PDP membership decreased 59,200 members, or 1.6%, from March 31, 2021 to March 31, 2022 primarily due to continued intensified competition for Medicare stand-alone PDP offerings.



•State-based Medicaid membership increased 171,400 members, or 20.4%, from March
31, 2021 to March 31, 2022 reflecting the suspension of state eligibility
redetermination efforts due to the currently enacted public health emergency, or
PHE.

Premiums Revenue

•Retail segment premiums increased $2.7 billion, or 14.6%, from $18.6 billion in
the 2021 quarter to $21.3 billion in the 2022 quarter primarily due to
individual Medicare Advantage and state-based contracts membership growth and
higher per member individual Medicare Advantage premiums.

Benefits Expense



•The Retail segment benefit ratio increased 30 basis points from 87.7% for the
2021 quarter to 88.0% for the 2022 quarter primarily due to the lower favorable
prior-period medical claims reserve development, partially offset by the impact
of higher per member individual Medicare Advantage premiums and lower APT
associated with the Medicare Advantage business.

•The Retail segment's benefits expense included $328 million of favorable
prior-period medical claims reserve development in the 2022 quarter and $463
million of favorable prior-period medical claims development in the 2021
quarter. Prior-period medical claims reserve development decreased the Retail
segment's benefit ratio by approximately 150 basis points in the 2022 quarter
and decreased the Retail segment's benefit ratio by approximately 250 basis
points in the 2021 quarter.

Operating Costs



•The Retail segment operating cost ratio increased 20 basis points from 7.8% for
the 2021 quarter to 8.0% for the 2022 quarter primarily due to additional
marketing costs in the 2022 quarter to support individual Medicare Advantage
growth, as well as strategic technology investments to position us for long-term
success. These factors were partially offset by scale efficiencies associated
with growth in our individual Medicare Advantage membership.

                                       41
--------------------------------------------------------------------------------

  Table of Contents
Group and Specialty Segment

                                             March 31,                          Change
                                     2022                2021           Members       Percentage
Membership:
Medical membership:
Fully-insured commercial group      624,400             721,300         (96,900)         (13.4) %
ASO                                 451,800             500,600         (48,800)          (9.7) %
Military services                 6,027,500           6,047,400         (19,900)          (0.3) %
Total group medical members       7,103,700           7,269,300        (165,600)          (2.3) %
Specialty membership (a)          5,182,600           5,326,100        (143,500)          (2.7) %

(a)Specialty products include dental, vision, and other supplemental health. Members included in these products may not be unique to each product since members have the ability to enroll in multiple products.




                                           For the three months ended March
                                                          31,                                        Change
                                                2022                 2021              Dollars               Percentage
                                                               (in millions)
Premiums and Services Revenue:
Premiums:
Fully-insured commercial group            $       972            $   1,099          $     (127)                     (11.6) %
Group specialty                                   429                  434                  (5)                      (1.2) %
Total premiums                                  1,401                1,533                (132)                      (8.6) %
Services                                          195                  190                   5                        2.6  %
Total premiums and services revenue       $     1,596            $   1,723          $     (127)                      (7.4) %
Segment earnings                          $       132            $     174          $      (42)                     (24.1) %
Benefit ratio                                    74.7    %            74.7  %                                           -  %
Operating cost ratio                             25.7    %            22.9  %                                         2.8  %



Segment Earnings

•Group and Specialty segment earnings decreased $42 million, or 24.1%, from $174
million in the 2021 quarter to $132 million in the 2022 quarter primarily due to
the same factors that led to the segment's higher operating ratio as more fully
described below.

Enrollment

•Fully-insured commercial group medical membership decreased 96,900 members, or
13.4%, from March 31, 2021 to March 31, 2022 reflecting the impact of pricing
discipline to address COVID-19 and improve profitability.

•Group ASO commercial medical membership decreased 48,800 members, or 9.7%, from
March 31, 2021 to March 31, 2022 reflecting continued intensified competition
for small group accounts, partially offset by strong retention among large group
accounts.

                                       42
--------------------------------------------------------------------------------
  Table of Contents
•Military services membership decreased 19,900 members, or 0.3%, from March 31,
2021 to March 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 143,500 members, or 2.7%, from March 31, 2021 to
March 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

•Group and Specialty segment premiums decreased $132 million, or 8.6%, from $1.5
billion in the 2021 quarter to $1.4 billion in the 2022 quarter primarily due to
the decline in our fully-insured commercial medical and ASO commercial
membership partially offset by higher per member premiums across our
fully-insured commercial business.

Services Revenue

•Group and Specialty segment services revenue increased $5 million, or 2.6%, from $190 million in the 2021 quarter to $195 million in the 2022 quarter.

Benefits Expense



•The Group and Specialty segment benefit ratio of 74.7% for the 2022 quarter was
inline with the 2021 quarter reflecting the lower favorable prior-period medical
claims reserve development, offset by pricing and benefit design efforts to
address COVID-19 and increase profitability, less severe COVID-19 impact within
the fully-insured commercial business due to the enrolled population's
vaccination rate in the 2022 quarter compared to the 2021 quarter, as well as
the impact of the specialty product's lower benefit ratio, as the segment
results now reflect a higher mix of the specialty business.

•The Group and Specialty segment's benefits expense included $32 million of
favorable prior-period medical claims reserve development in the 2022 quarter
and $92 million of favorable prior-period medical claims reserve development in
the 2021 quarter. Prior-period medical claims reserve development decreased the
Group and Specialty segment benefit ratio by approximately 230 basis points in
the 2022 quarter and decreased the Group Specialty segment benefit ratio by
approximately 600 basis points in the 2021 quarter.

Operating Costs



•The Group and Specialty segment operating cost ratio increased 280 basis points
from 22.9% for the 2021 quarter to 25.7% for the 2022 quarter primarily due to
the impact of membership declining at a greater rate than the decline in
absolute administrative expenses, as well as a greater proportion of membership
associated with our ASO commercial and military services businesses, which have
a higher operating cost ratio than the fully-insured commercial product. The
increase further reflects investments in the Military services business across
demonstration programs, partners service contracts and in preparation for the
next generation of the United States Department of Defenses's TRICARE contracts,
as well as investments in our specialty business to promote growth.

                                       43
--------------------------------------------------------------------------------

  Table of Contents
Healthcare Services Segment
                                           For the three months ended March 31,                          Change
                                                 2022                    2021              Dollars               Percentage
                                                                (in millions)
Revenues:
Services:

Home solutions                          $             726            $       24          $     702                     2925.0  %
Pharmacy solutions                                    224                   156                 68                       43.6  %
Provider services                                     113                    91                 22                       24.2  %
Total services revenues                             1,063                   271                792                      292.3  %
Intersegment revenues:

Home solutions                                        202                   123                 79                       64.2  %
Pharmacy solutions                                  6,673                 6,217                456                        7.3  %
Provider services                                     748                   586                162                       27.6  %
Total intersegment revenues                         7,623                 6,926                697                       10.1  %
Total services and intersegment
revenues                                $           8,686            $    7,197          $   1,489                       20.7  %
Segment earnings                        $             446            $      269          $     177                       65.8  %
Operating cost ratio                                 94.2    %             96.0  %                                       (1.8) %




Segment Earnings

•Healthcare Services segment earnings increased $177 million, or 65.8%, from
$269 million in the 2021 quarter to $446 million in the 2022 quarter primarily
due to consolidation of Kindred at Home earnings, individual Medicare Advantage
and state-based contracts membership growth leading to higher pharmacy earnings
as well as the same factors that led to the segment's lower operating cost
ratio.

Script Volume



•Humana Pharmacy Solutions script volumes on an adjusted 30-day equivalent basis
increased to approximately 131 million in the 2022 quarter, up 4.3%, versus
scripts of approximately 126 million in the 2021 quarter primarily due to
individual Medicare Advantage membership growth, partially offset by the decline
in stand-alone PDP, fully-insured commercial and ASO membership .

Services Revenues



•Services revenues increased $792 million, or 292.3%, from $271 million in the
2021 quarter to $1.1 billion in the 2022 quarter primarily due to the impact of
Kindred at Home revenues from external customers.

Intersegment Revenues



•Intersegment revenues increased $697 million, or 10.1%, from $6.9 billion in
the 2021 quarter to $7.6 billion in the 2022 quarter primarily due to strong
individual Medicare Advantage and state-based contracts membership growth
leading to higher pharmacy revenues, the impact of greater mail-order pharmacy
penetration by retained members, as well as higher revenues associated with
growth in our provider business.

                                       44
--------------------------------------------------------------------------------
  Table of Contents
Operating Costs

•The Healthcare Services segment operating cost ratio decreased 180 basis points
from 96.0% for the 2021 quarter to 94.2% for the 2022 quarter primarily due to
consolidation of Kindred at Home operations which have a lower operating cost
ratio than other businesses within the segment, combined with a favorable impact
to the ratio related to our pharmacy operations.


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 Healthcare
Services segment, is generally not restricted by state departments of insurance
(or comparable state regulators).

For additional information on our liquidity risk, please refer to the section
entitled "Risk Factors" in our 2021 Form 10-K and Item 1A of Part II of this
document.

Cash and cash equivalents increased to approximately $4.9 billion at March 31,
2022 from $3.4 billion at December 31, 2021. The change in cash and cash
equivalents for the three months ended March 31, 2022 and 2021 is summarized as
follows:
                                                            Three Months Ended
                                                             2022             2021
                                                               (in millions)

Net cash provided by (used in) operating activities $ 302 $ (837) Net cash used in investing activities

                        (648)          

(1,488)


Net cash provided by financing activities                   1,816           

1,529

Increase (decrease) in cash and cash equivalents $ 1,470 $ (796)

Cash Flow from Operating Activities



Cash flows provided by operations of $302 million in the 2022 quarter increased
$1.1 billion from cash flows used in operations of $837 million in the 2021
quarter primarily due to the pay down of claims inventory and capitation for
provider surplus amounts earned in 2020 and additional provider support in the
2021 quarter, combined with other favorable working capital items and higher
earnings in the 2022 quarter compared to the 2021 quarter.

The most significant drivers of changes in our working capital are typically the
timing of payments of benefits expense and receipts for premiums. We illustrate
these changes with the following summaries of benefits payable and receivables.

                                       45
--------------------------------------------------------------------------------
  Table of Contents
The detail of benefits payable was as follows at March 31, 2022 and December 31,
2021:

                                                                      December 31,         2022 Quarter           2021 Quarter
                                              March 31, 2022              2021                Change                 Change
                                                                                (in millions)
IBNR (1)                                     $        5,826          $     

5,695 $ 131 $ 226 Reported claims in process (2)

                        1,477                  907                   570                    402

Other benefits payable (3)                            2,075                1,687                   388                   (120)
Total benefits payable                       $        9,378          $     8,289          $      1,089          $         508
Payables from acquisition                                                                            -                    (42)

Change in benefits payable per cash flow


  statement resulting in cash from
operations                                                                                $      1,089          $         466


(1)IBNR represents an estimate of benefits payable for claims incurred but not
reported, or IBNR, at the balance sheet date and includes unprocessed claim
inventories. The level of IBNR is primarily impacted by membership levels,
medical claim trends and the receipt cycle time, which represents the length of
time between when a claim is initially incurred and when the claim form is
received and processed (i.e. a shorter time span results in a lower IBNR).

(2)Reported claims in process represents the estimated valuation of processed
claims that are in the post claim adjudication process, which consists of
administrative functions such as audit and check batching and handling, as well
as amounts owed to our pharmacy benefit administrator which fluctuate due to
bi-weekly payments and the month-end cutoff.

(3)Other benefits payable primarily include amounts owed to providers under capitated and risk sharing arrangements.



The increase in benefits payable in the 2022 quarter was primarily due to an
increase in reported claims in process, higher capitation accruals and higher
IBNR. Higher reported claims in process was a function of month-end cut off.
IBNR increased primarily as a result of increased individual Medicare Advantage
and state-based contracts membership.

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



                                                                         December 31,         2022 Quarter          2021 Quarter
                                                 March 31, 2022              2021                Change                Change
                                                                                  (in millions)
Medicare                                        $        2,572          $   

1,214 $ 1,358 $ 1,014 Commercial and other

                                       563                  579                   (16)                   37
Military services                                          108                  104                     4                     6
Allowance for doubtful accounts                            (69)                 (83)                   14                     1
Total net receivables                           $        3,174          $   

1,814 $ 1,360 $ 1,058 Reconciliation to cash flow statement: Receivables from acquisition


                            -                    (9)

Change in receivables per cash flow


  statement resulting in cash from operations                                                $      1,360          $      1,049



The changes in Medicare receivables for both the 2022 quarter and the 2021
quarter 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. Significant collections occur with the mid-year
and final settlements with CMS in the second and third quarter.
                                       46
--------------------------------------------------------------------------------
  Table of Contents
Cash Flow from Investing Activities

In the first quarter of 2022 and 2021, we acquired immaterial businesses of approximately $74 million and $123 million, net of cash and cash equivalents received, respectively.



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 $295 million
in the 2022 quarter and $290 million in the 2021 quarter.

Net purchases of investment securities were $279 million in the 2022 quarter and net purchases of investment securities were $1.1 billion in the 2021 quarter.

Cash Flow from Financing Activities



Receipts from CMS associated with Medicare Part D claim subsidies for which we
do not assume risk were higher than claim payments by $2.48 billion and $1.02
billion in the 2022 and 2021 quarters, respectively.

Under our administrative services only TRICARE contracts, health care costs payments for which we do not assume risk exceeded reimbursements from the federal government by $2 million and $5 million in the 2022 and 2021 quarters, respectively.



Net repayments from the issuance of commercial paper were $265 million in the
2022 quarter and net proceeds from the issuance of commercial paper were $603
million in the 2021 quarter. The maximum principal amount outstanding at any one
time during the 2022 quarter was $1.5 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.



On January 11, 2022, we entered into the January 2022 ASR Agreements with Mizuho
and Wells Fargo to repurchase $1 billion of our common stock as part of the
$3 billion repurchase program authorized by the Board of Directors on February
17, 2021. On January 12, 2022, we made a payment of $1 billion and received an
initial delivery of 2.2 million shares of our common stock.

We acquired common shares in connection with employee stock plans for an aggregate cost of $24 million in the 2022 quarter and $30 million in the 2021 quarter.

We paid dividends to stockholders of $91 million during the 2022 quarter and $83 million during the 2021 quarter.

The remainder of the cash used in or provided by financing activities in 2022 and 2021 primarily resulted from the change in book overdraft.

Future Sources and Uses of Liquidity

Dividends

For a detailed discussion of dividends to stockholders, please refer to Note 10 to the condensed consolidated financial statements.

Stock Repurchases

For a detailed discussion of stock repurchases, please refer to Note 10 to the condensed consolidated financial statements.

Debt


                                       47
--------------------------------------------------------------------------------
  Table of Contents
For a detailed discussion of our debt, including our senior notes, term loans,
credit agreements, commercial paper program, and other short-term borrowings,
please refer to Note 12 to the condensed consolidated financial statements.

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 March 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 less
than $1 million, up to a maximum 100 basis points, or annual interest expense by
$3 million.

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 were $1.1 billion at March 31, 2022 compared to $1.3 billion at December
31, 2021. This decrease primarily was due to capital expenditures, repayment of
borrowings under the commercial paper program, cash dividends to shareholders,
capital contributions to certain subsidiaries and acquisitions partially offset
by net proceeds from the senior notes, earnings in non-regulated Healthcare
Services subsidiaries. Our use of operating cash derived from our non-insurance
subsidiaries, such as our Healthcare Services segment, is generally not
restricted by departments of insurance (or comparable state regulators).

Regulatory Requirements



Certain of our subsidiaries operate in states that regulate the payment of
dividends, loans, or other cash transfers to Humana Inc., our parent company,
and require minimum levels of equity as well as limit investments to approved
securities. The amount of dividends that may be paid to Humana Inc. by these
subsidiaries, without prior approval by state regulatory authorities, or
ordinary dividends, is limited based on the entity's level of statutory income
and statutory capital and surplus. If the dividend, together with other
dividends paid within the preceding twelve months, exceeds a specified statutory
limit or is paid from sources other than earned surplus, it is generally
considered an extraordinary dividend requiring prior regulatory approval. In
most states, prior notification is provided before paying a dividend even if
approval is not required.

Although minimum required levels of equity are largely based on premium volume,
product mix, and the quality of assets held, minimum requirements vary
significantly at the state level. Based on the most recently filed statutory
financial statements as of December 31, 2021, our state regulated subsidiaries
had aggregate statutory capital and surplus of approximately $9.6 billion, which
exceeded aggregate minimum regulatory requirements of $7.6 billion. The amount
of ordinary dividends that may be paid to our parent company in 2022 is
approximately $1.5 billion in the aggregate. The amount, timing and mix of
ordinary and extraordinary dividend payments will vary due to state regulatory
requirements, the level of excess statutory capital and surplus and expected
future surplus requirements related to, for example, premium volume and product
mix. Actual dividends paid to our parent company were approximately $1.6 billion
in 2021.

                                       48

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

Table of Contents

© Edgar Online, source Glimpses