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HUMANA INC

For the period ended Apr 16, 2026. Filed Mar 6, 2026.

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Apr 16, 2026 · Filed Mar 6, 2026

HUM$433.74+5.3%Stored close · as of Nov 6, 2026
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Contents

Appendix A A-1

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​Appendix A​
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Reconciliation of Non-GAAP Financial Measure

We have included an Adjusted EPS financial measure (not in accordance with Generally Accepted Accounting Principles (GAAP)) in our proxy statement as we believe that this measure, when presented in conjunction with the corresponding GAAP measure, provides a comprehensive perspective to more accurately compare and analyze our core operating performance over time. Consequently, management uses this non-GAAP (Adjusted) financial measure as a consistent indicator of the Company’s core business operations from period to period, as well as for planning and decision-making purposes and in determination of incentive compensation. The non-GAAP (Adjusted) financial measure should be considered in addition to, but not as a substitute for, or superior to, the financial measure prepared in accordance with GAAP. The company’s non-GAAP measure is not intended to normalize earnings, eliminate volatility, or represent future performance. The non-GAAP measure is subject to inherent limitations and may differ from a similarly titled measure by other companies. We encourage each stockholder to read the full financial analysis for year ended December 31, 2025 contained in our Annual Report on Form 10-K, filed with the SEC on February 19, 2026.

​ · Diluted earnings per share(a) · ​ · ​ · ​ · FY 2025 · ​ · ​ · ​ · FY 2024 · ​
​GAAP​​​​$9.84​​​​​$9.98​​
​Amortization associated with identifiable intangibles​​​​​0.42​​​​​​0.50​​
​Put/call valuation adjustments associated with Company’s non-consolidating minority interest investments​​​​​4.25​​​​​​2.45​​
​Value creation initiatives​​​​​3.72​​​​​​2.33​​
​Impact of exit of employer group commercial medical products business​​​​​(0.52)​​​​​​1.19​​
​Settlement of certain litigation expenses​​​​​0.13​​​​​​—​​
​Loss on sale of business​​​​​0.55​​​​​​—​​
​Impairment charges​​​​​2.09​​​​​​1.65​​
​Cumulative net tax impact of non-GAAP adjustments​​​​​(3.34)​​​​​​(1.89)​​
​Adjusted (non-GAAP)​​​​$17.14​​​​​$16.21​​

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(a)

The following items are excluded from the Adjusted (non-GAAP) EPS disclosure:

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Amortization associated with identifiable intangibles — Since amortization varies based on the size and timing of acquisition activity, management believes this exclusion provides a more consistent and uniform indicator of performance from period to period.

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Put/call valuation adjustments associated with Company’s non-consolidating minority interest investments — These non-cash amounts are the result of fair value measurements associated with the Company’s Primary Care Organization strategic partnership and are unrelated to the Company’s core business operations.

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Value creation initiatives — These charges relate to the Company’s multi-year transformation program, as approved by management with defined scope and milestones. The intent of the program is to re-align the company’s cost structure, operating model, and technology footprint with evolving market conditions. These costs primarily include severance and associate exit costs, asset impairments, and external consulting expenses incurred to execute the program.

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Impact of exit of employer group commercial medical products business — These amounts relate to activity from the exit of the employer group commercial medical products business as announced by Humana on February 23, 2023.

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Settlement of certain litigation expenses — These charges relate to expenses that the company recognized in connection with a discrete legal matter. The nature and magnitude of the settlement are not indicative of the Company’s ongoing operations.

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Loss on sale of business — This discrete disposition is not part of the Company’s ordinary course operations and the impacts recognized from the disposal do not reflect core operational performance. The loss primarily reflects the difference between the carrying value and the proceeds at the time of sale.

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Impairment charges — The Company recognized non-cash impairment charges related to certain indefinite-lived intangible assets based on the company’s estimate of future financial performance in certain state markets. Additionally,

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​Appendix A • 2026 Proxy Statement | Humana​​A-1​

the Company recognized non-cash impairment charges in 2025 related to a discrete joint-venture investment for which the Company held minority ownership interests that were deemed to be unrecoverable based on recent market activity.

Cumulative net tax impact of non-GAAP adjustments — This adjustment represents the cumulative net impact of the corresponding tax benefit or expense at the applicable marginal rate related to the aforementioned items excluded from the applicable GAAP measures. For 2025, the tax adjustment reflects the impact of the loss on sale of business, which exceeded the book loss. The related tax benefit from the loss on sale of business is realizable via capital loss carryback. The tax impact of the aforementioned items differs from the statutory rates due to jurisdictional mix, limitations on deductibility, and other factors. The cumulative tax impact is not intended to represent a normalized effective tax rate or expected future tax outcomes.

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​A-2​​Humana | 2026 Proxy Statement • Appendix A​
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