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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-15 · 46 added, 47 removed, 380 unchanged (20% of the section changed)

43 unchanged sentences

Ethics Every Day (the “Code”).

All employees and directors are required to annually affirm in writing their acceptance of the Code.

All associates and directors are required to annually affirm in writing their acceptance of the Code.

The Code was adopted by our Board of Directors in June 2014, replacing a previous iteration, known as the Humana Inc.

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• our Corporate Governance Guidelines;

• our Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality;

• Stock Ownership Guidelines for directors and for executive officers;

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• the Code of Conduct for the Chief Executive Officer and Senior Financial Officers and any waivers thereto.

We have also adopted our Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality, which we refer to as our Insider Trading Policy.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K and is also available on the Investor Relations section of our Internet web site at www.humana.com.

Additional information about these items can be found in, and is incorporated by reference to, our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 17, 2025.

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Equity compensation plan information

We maintain plans under which options to purchase our common stock and awards of restricted stock may be made to officers, directors, and key employees.

We maintain plans under which options to purchase our common stock and awards of restricted stock may be made to officers, directors, and key associates.

Stock options are granted with an exercise price equal to the fair market value of the underlying common stock on the date of grant.

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(3) Exhibits:

3(a) Restated Certificate of Incorporation of Humana Inc.

filed with the Secretary of State of Delaware on November 9, 1989, as restated to incorporate the amendment of January 9, 1992, and the correction of March 23, 1992 (incorporated herein by reference to Exhibit 4(i) to Humana Inc.’s Post-Effective Amendment No.1 to the Registration Statement on Form S-8 (Reg.

33-49305) filed February 2, 1994).

Restated Certificate of Incorporation of Humana Inc.

filed with the Secretary of State of Delaware on November 9, 1989, as restated to incorporate the amendment of January 9, 1992, and the correction of March 23, 1992, and the amendment dated April 24, 2024 (incorporated herein by reference to Exhibit 3(i) to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).

Amended and Restated By-laws, effective as of December 7, 2023 (incorporated herein by reference to Exhibit 3(b) to Humana Inc.’s Current Report on Form 8-K filed on December 7, 2023).

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and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to Humana Inc.’s Current Report on Form 8-K filed on December 10, 2012).

Eighth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on September 19, 2014).

Ninth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc.

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Twenty-Seventh Supplemental Indenture, dated November 9, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on November 9, 2023).

Description of Securities (incorporated herein by reference to Exhibit 4(o) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019).

Twenty-Eighth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.'s Current Report on Form 8-K filed on March 13, 2024).

Twenty-Ninth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.'s Current Report on Form 8-K filed on March 13, 2024).

Description of Securities.

Executive Incentive Compensation Plan, as amended and restated January 1, 2020 (incorporated herein by reference to Exhibit 10(b) to Humana Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020).

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Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Current Report on Form 8-K filed on June 2, 2023)).

364-Day $1.5 Billion Revolving Credit Agreement, dated as of June 2, 2023, among Humana Inc., and JPMorgan Chase Bank, N.A.

First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 31, 2024, among Humana Inc., and JPMorgan Chase Bank, N.A.

as Agent, and certain banks and other financial institutions party thereto (incorporated herein by reference to Exhibit 10.2 to Humana Inc.'s Current Report on Form 8-K filed on June 5, 2024).

364-Day Revolving Credit Agreement, dated as of May 31, 2024, among Humana Inc., and JPMorgan Chase Bank, N.A.

as Agent, Bank of America, N.A.

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2011 Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 21, 2011).

Amended and Restated Employment Agreement, dated as of February 27, 2014, by and between Humana Inc.

Broussard (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on February 28, 2014).

Amendment to the Amended and Restated Employment Agreement between Humana Inc.

Broussard, dated July 2, 2015 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on July 9, 2015).

Amendment No.

2, dated as of August 16, 2018, to the Amended and Restated Employment Agreement between Humana Inc.

Broussard, dated as of February 27, 2014 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s Current Report on Form 8-K, filed on August 20, 2018).

Transition & Separation Agreement, dated as of May 13, 2024, by and between Humana Inc.

Broussard (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s on Form 8-K filed on May 13, 2024).

Transition & Separation Agreement, dated as of December 2, 2024, by and between Humana Inc.

and Susan Diamond.

Offer Letter, dated as of November 20, 2024, by and between Humana Inc.

and Celeste Mellet.

Change in Control Policy, effective March 1, 2019 (incorporated herein by reference to Exhibit 10(aa) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019).

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First Amendment to the Amended and Restated Humana Inc.

Stock Incentive Plan.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10(ee) to Humana Inc.'s Annual Report on Form 10-K filed on December 31, 2023).

Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

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Stock Incentive Plan (incorporated herein by reference to Exhibit 10(oo) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020).

Form of Company’s Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10(pp) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020).

Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

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Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10(rr) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020).

Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

Stock Incentive Plan.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10(mm) to Humana Inc.'s Annual Report on Form10-K for the year ended December 31, 2023).

Form of Company’s Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

Stock Incentive Plan.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023).

Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

Stock Incentive Plan.

Stock Incentive Plan (incorporated herein by reference to Exhibit 10(oo) to Humana Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023).

Form of Company’s Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc.

Stock Incentive Plan (Non-Qualified Stock Options).

Stock Incentive Plan (Non-Qualified Stock Options) (incorporated herein by reference to Exhibit 10(pp) to Humana Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023).

Code of Conduct for Chief Executive Officer & Senior Financial Officers (incorporated herein by reference to Exhibit 14 to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).

Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality as of December 2023.

List of subsidiaries.

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97* Humana Inc.

Compensation Recoupment Policy, effective October 2, 2023

Compensation Recoupment Policy, effective October 2, 2023 (incorporated herein by reference to Exhibit 97 to Humana Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023).

101 The following materials from Humana Inc.'s Annual Report on Form 10-K formatted in iXBRL (Inline Extensible Business Reporting Language):

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104 Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

*Exhibits 10(a) through and including 10(j), and Exhibits 10(t) through and including 10(x), as well as Exhibits 10(z) through and including Exhibit 10(pp) are compensatory plans or management contracts.

*Exhibits 10(a) through and including 10(j), and Exhibits 10(u) through and including 10(y), as well as Exhibits 10(aa) through and including Exhibit 10(oo) are compensatory plans or management contracts.

**Pursuant to Rule 24b-2 of the Exchange Act, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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Accumulated other comprehensive (loss) income ( 1,067 ) ( 999 )

Treasury stock, at cost, 76,465,862 shares at December 31, 2023 and 73,691,955 shares at December 31, 2022

Treasury stock, at cost, 78,077,195 shares at December 31, 2024

and 76,465,862 shares at December 31, 2023

( 14,371 ) ( 13,658 )

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Benefit for income taxes ( 91 ) ( 146 ) ( 266 )

(Loss) income before equity in net earnings of subsidiaries ( 714 ) ( 949 ) 93

Loss before equity in net earnings of subsidiaries ( 667 ) ( 714 ) ( 949 )

Equity in net earnings of subsidiaries 1,874 3,203 3,755

Equity in net earnings of equity method investments — — 79

Net income attributable to Humana $ 1,207 $ 2,489 $ 2,806

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Net income attributable to Humana $ 1,207 $ 2,489 $ 2,806

Other comprehensive income (loss):

Change in gross unrealized investment gains (losses) 372 ( 1,819 ) ( 356 )

Other comprehensive (loss) income:

Change in gross unrealized investment (losses) gains ( 62 ) 372 ( 1,819 )

Effect of income taxes 15 ( 85 ) 418

Total change in unrealized investment

gains (losses), net of tax 287 ( 1,401 ) ( 275 )

(losses) gains, net of tax ( 47 ) 287 ( 1,401 )

Reclassification adjustment for net realized

losses (gains) included in investment income 25 72 ( 103 )

(gains) losses included in investment income ( 27 ) 25 72

Effect of income taxes 6 ( 7 ) ( 17 )

Total reclassification adjustment, net of tax ( 21 ) 18 55

Other comprehensive income (loss), net of tax 305 ( 1,346 ) ( 355 )

Comprehensive income attributable to equity method

investments — — 6

Other comprehensive (loss) income, net of tax ( 68 ) 305 ( 1,346 )

Comprehensive income attributable to Humana $ 1,139 $ 2,794 $ 1,460

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Maturities of investment securities 32 67 30

Other ( 50 ) — —

Net cash used in investing activities ( 2,247 ) ( 1,695 ) ( 1,317 )

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Repayments of senior notes ( 1,107 ) ( 1,832 ) ( 1,000 )

Proceeds (repayments) from issuance of commercial paper, net 211 ( 376 ) 352

Proceeds from issuance of term loan — — 2,500

(Repayments) proceeds from issuance of commercial paper, net ( 907 ) 211 ( 376 )

Repayment of term loan — ( 500 ) ( 2,000 )

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Proceeds from stock option exercises and other ( 86 ) ( 125 ) 40

Net cash (used in) provided by financing activities ( 1,711 ) ( 3,843 ) 5,349

(Decrease) increase in cash and cash equivalents ( 364 ) ( 292 ) 470

Net cash used in financing activities ( 1,128 ) ( 1,711 ) ( 3,843 )

Increase (decrease) in cash and cash equivalents 79 ( 364 ) ( 292 )

Cash and cash equivalents at beginning of year 250 614 906

6 unchanged sentences

This information should be read in conjunction with our consolidated financial statements.

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 for a summary of significant accounting policies.

TRANSACTIONS WITH SUBSIDIARIES

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Our use of operating 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).

Refer to Note 3 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K for a description of certain acquisitions.

ACQUISITIONS & DIVESTITURES

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 for a description of income taxes.

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H UMANA I NC .

/s/ CELESTE M.

Chief Financial Officer

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Signature Title Date

DIAMOND Chief Financial Officer

/s/ CELESTE M.

MELLET Chief Financial Officer

(Principal Financial Officer) February 20, 2025

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FELTER Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) February 20, 2025

BROUSSARD Chief Executive Officer, Director (Principal Executive Officer) February 15, 2024

RECHTIN President and Chief Executive Officer, Director (Principal Executive Officer) February 20, 2025

HILZINGER Chairman of the Board February 20, 2025

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KLEVORN Director February 20, 2025

/s/ WILLIAM J.

MCDONALD Director February 15, 2024

MESQUITA Director February 20, 2025

SMITH Director February 20, 2025

/s/ GORDON SMITH Director February 20, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures