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Humana Inc. Reports Financial Results for Second Quarter and First Half of 2004

Humana Inc. Reports Financial Results for Second Quarter and First Half of 2004

July 26, 2004 at 12:00 AM EDT
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* Earnings per diluted share up 16% versus the prior year's quarter * Medical cost trend moderation in the quarter * Commercial enrollment expectations revised to reflect current competitive environment * Earnings guidance raised for 2004

LOUISVILLE, Ky., July 26 /PRNewswire-FirstCall/ -- Humana Inc. (NYSE: HUM) today reported diluted earnings per common share of $0.50 for the quarter ended June 30, 2004 ("2Q04"), a 16 percent increase from $0.43 per diluted share earned in the quarter ended June 30, 2003 ("2Q03").

"The benefit of Humana's diversification among multiple lines of business is evidenced in this quarter's record results," said Michael B. McCallister, Humana's president and chief executive officer. "The continued success we are experiencing with our traditional commercial and government products, combined with favorable results from and growing acceptance of our cutting-edge consumer strategy, are leading to record earnings for 2004."

The increase in year-over-year consolidated results for 2Q04 was primarily driven by higher earnings in the company's Government segment. Medical cost trends were lower than previously anticipated.

Operating results for 2Q04 for the Commercial segment were lower year over year by $6,845,000, including expenses of $6,128,000 primarily related to severance costs. The year-over-year change also includes the planned offsetting effects of a higher medical expense ratio, and a lower selling, general, and administrative expense ratio.

Operating results for 2Q04 for the Government segment increased year over year by $25,008,000 primarily due to higher TRICARE revenues, higher Medicare membership, and lower medical cost trends in both Medicare and TRICARE.

     Consolidated Highlights for 2Q04
     *  Consolidated revenues totaled $3,431,478,000, compared to
        $3,029,958,000 in 2Q03, a 13 percent increase.
     *  Medical membership as of June 30, 2004 totaled 6,881,600, an increase
        of 4 percent over the 6,640,900 medical members as of June 30, 2003.
        This increase included approximately 185,700 members added through the
        acquisition of Ochsner Health Plan of Louisiana ("Ochsner Health
        Plan") on April 1, 2004.
     *  The medical expense ratio (medical expenses as a percent of premiums)
        of 84.4 percent increased 50 basis points compared to the 2Q03 medical
        expense ratio of 83.9 percent.
     *  The selling, general and administrative ("SG&A") expense ratio (SG&A
        expenses as a percent of premiums plus administrative services fees)
        of 14.4 percent decreased by 60 basis points from the 2Q03 SG&A
        expense ratio of 15.0 percent.
     *  Consolidated pretax income of $122,353,000 increased $18,163,000, or
        17 percent compared to 2Q03.
     *  Pretax margin of 3.6 percent increased 20 basis points from the 3.4
        percent pretax margin in 2Q03.
     *  Net income of $80,753,000 increased 17 percent from net income of
        $69,276,000 in 2Q03.
     *  Results for 2Q04 included $0.07 per diluted share gain on the sale of
        a venture capital investment and expenses of $0.03 per diluted share
        primarily for severance costs in connection with corporate
        rightsizing.
     *  Results for 2Q03 included $0.06 per diluted share gain on the sale of
        a venture capital investment.

     Consolidated Highlights for the six months ended June 30, 2004 ("1H04")
     *  Consolidated revenues totaled $6,718,427,000, compared to
        $5,961,674,000 in the six months ended June 30, 2003 ("1H03"), a
        13 percent increase.
     *  The medical expense ratio of 84.4 percent increased 70 basis points
        compared to the 1H03 medical expense ratio of 83.7 percent.
     *  The SG&A expense ratio for 1H04 of 14.4 percent decreased by 110 basis
        points from 1H03 SG&A expense ratio of 15.5 percent.
     *  Consolidated pretax income of $225,126,000 increased $73,534,000, or
        49 percent compared to 1H03.
     *  The pretax margin of 3.4 percent increased 90 basis points compared to
        that for 1H03 of 2.5 percent.
     *  Net income of $148,583,000 increased 48 percent for 1H04 versus
        $100,506,000 in 1H03.
     *  Diluted earnings per common share of $0.91 increased 47 percent
        compared to $0.62 for 1H03.
     *  Results for 1H04 included $0.07 per diluted share gain on the sale of
        a venture capital investment and expenses of $0.03 per diluted share
        primarily for severance costs.
     *  Results for 1H03 included the write-down of building and equipment of
        $0.07 per diluted share, gain on the sale of a venture capital
        investment of $0.06 per diluted share, and software abandonment
        charges of $0.05 per diluted share.  The net impact of these items
        reduced diluted earnings per common share by $0.05.

    Commercial Segment

Humana's Commercial Segment consists of members enrolled in products marketed to employer groups and individuals. This segment includes three lines of business: fully insured medical, administrative services only, and specialty.

     Commercial Segment Highlights for 2Q04
     *  Premiums and administrative services fees rose 10 percent to
        $1,827,666,000 compared to $1,660,910,000 in 2Q03.
     *  Medical membership was 3,404,400 as of June 30, 2004, an increase of
        383,700 members, or 13 percent from June 30, 2003. The acquisition of
        Ochsner Health Plan added approximately 152,600 commercial members on
        April 1, 2004.
     *  Per member premiums for the fully insured medical business, net of
        benefit changes, increased in the range of 6 to 8 percent compared to
        2Q03.
     *  The medical expense ratio of 84.6 percent increased 160 basis points
        from 2Q03.
     *  The SG&A expense ratio of 16.2 percent declined 60 basis points from
        2Q03.
     *  Pretax income of $36,912,000 compares to $43,757,000 in 2Q03.
     *  Pretax margin of 2.0 percent was 60 basis points lower than that for
        2Q03.
     *  Pretax income for 2Q04 included $13,000,000 from gain on the sale of a
        venture capital investment and expenses of $6,128,000 primarily for
        severance costs.
     *  Pretax income for 2Q03 included $12,423,000 from gain on the sale of a
        venture capital investment.

     Commercial Segment Highlights for 1H04
     *  Premiums and administrative services fees rose 8 percent to
        $3,572,453,000 compared to $3,306,056,000 in 1H03.
     *  Medical membership increased year to date by 339,200 members, or
        11 percent.
     *  The medical expense ratio of 84.1 percent compares to 82.2 percent for
        1H03.
     *  The SG&A expense ratio of 16.3 percent compares to 16.9 percent for
        1H03.
     *  Pretax income of $75,998,000 decreased by $4,998,000 compared to 1H03.
     *  Pretax margin for the segment of 2.1 percent declined by 30 basis
        points compared to the same period in the prior year.
     *  Pretax income for 1H04 included $13,000,000 from gain on the sale of a
        venture capital investment, expenses of $6,128,000 primarily for
        severance costs, and the negative impact of an additional day of
        medical claims expense due to the leap year.
     *  Pretax income for 1H03 included the write-down of building and
        equipment of $4,325,000, $12,423,000 gain on the sale of a venture
        capital investment, and software abandonment charges of $13,527,000.

    Government Segment

Humana's Government Segment consists of members enrolled in government- sponsored programs. This segment includes three lines of business: MedicareAdvantage, TRICARE, and Medicaid.

     Government Segment Highlights for 2Q04
     *  Premiums and administrative services fees totaled $1,557,392,000,
        18 percent higher than 2Q03 premiums and administrative services fees
        of $1,324,163,000.
     *  MedicareAdvantage membership totaled 367,900 at June 30, 2004, an
        increase of 43,700 members from June 30, 2003, or 13 percent,
        including approximately 33,100 MedicareAdvantage members added through
        the acquisition of Ochsner Health Plan on April 1, 2004.
     *  MedicareAdvantage per member premiums, net of benefit changes,
        increased in the range of 8.5 to 10.5 percent compared to 2Q03.
     *  TRICARE membership totaled 2,642,900 at June 30, 2004 versus 2,803,300
        at June 30, 2003. On June 1, 2004, approximately 271,200 members
        transitioned to new administrators as part of the scheduled transition
        to new Department of Defense contracts for the TRICARE program.
     *  TRICARE premium revenues and administrative services fees increased by
        14 percent versus 2Q03.
     *  Medicaid membership of 466,400 at June 30, 2004 decreased by 5 percent
        from June 30, 2003. Effective July 1, 2004, Humana renewed its
        Medicaid contract with the Health Insurance Administration in Puerto
        Rico.  This contract accounts for approximately 83 percent of the
        company's Medicaid membership.
     *  Medicaid per member premiums, net of benefit changes, increased in the
        range of 13 to 15 percent versus 2Q03.
     *  The segment's medical expense ratio of 84.2 percent declined by 90
        basis points from 2Q03.
     *  The segment's SG&A expense ratio of 12.3 percent declined by 40 basis
        points from 2Q03.
     *  Pretax income of $85,441,000 compares to 2Q03 pretax income of
        $60,433,000.
     *  Pretax margin increased to 5.5 percent from 4.5 percent in 2Q03, a 100
        basis point increase.
     *  Pretax income for 2Q04 included $3,000,000 from gain on the sale of a
        venture capital investment and expenses of $1,532,000 primarily for
        severance costs.
     *  Pretax income for 2Q03 included $2,777,000 from gain on the sale of a
        venture capital investment.

     Government Segment Highlights for 1H04
     *  Premiums and administrative services fees totaled $3,070,023,000,
        19 percent higher than the related 1H03 premiums and administrative
        services fees of $2,583,102,000.
     *  Medical membership decreased year to date by 227,200 members, or
        6 percent, driven by the scheduled transition of TRICARE membership.
     *  The medical expense ratio of 84.8 percent compares to 85.6 percent in
        1H03.
     *  The SG&A expense ratio of 12.2 percent compares to 13.7 percent for
        1H03.
     *  Pretax income of $149,128,000 increased by $78,532,000 compared to
        1H03.
     *  Pretax margin of 4.8 percent increased by 210 basis points during 1H04
        compared to the same period in the prior year.
     *  Pretax income for 1H04 included a gain on the sale of a venture
        capital investment of $3,000,000, expenses of $1,532,000 primarily for
        severance costs, and the negative impact of an additional day of
        medical claims expense due to the leap year.
     *  Pretax income for 1H03 included the write-down of building and
        equipment of $12,908,000 and gain on the sale of a venture capital
        investment of $2,777,000.

     Cash Flows from Operations
     *  Cash flows provided by operations for 2Q04 of $63,504,000 compares to
        cash flows provided by operations of $161,496,000 in 2Q03.  The
        decline in cash flows year-over-year of $97,992,000 results from the
        timing of the collection of TRICARE bid price adjustment receivables.
     *  Cash flows provided by operations for 1H04 of $24,855,000 compares to
        cash flows provided by operations for 1H03 of $53,266,000.

     Non-GAAP Financial Measures - Cash Flows from Operations
     *  The fixed monthly MedicareAdvantage premium payment from the Centers
        for Medicare and Medicaid Services ("CMS") is due to Humana on the
        first day of each month.  However, if the first of the month falls on
        a weekend or a holiday, the company receives that payment on the last
        business day of the prior month, often resulting in a significant
        impact on cash flows from operations.
     *  Management believes the difference in timing of this cash event
        between periods may be so significant as to distort a particular
        period's trend in operating cash flows.  Management believes that
        meaningful analysis of our financial performance requires an
        understanding of the factors underlying that performance and our
        judgments about the relevance of a factor to normal operating results.
        In some cases, large factors or events may obscure short-term patterns
        and long-term trends. When reviewing and analyzing our cash flow
        position, management apportions the CMS premium payment in each month.
        To do otherwise would distort a meaningful analysis of our cash flow.
        Decisions such as management's forecast or business plans regarding
        cash flow, therefore, use this non-GAAP financial measure.
     *  The following is a reconciliation of the most directly comparable
        financial measures prepared in accordance with accounting principles
        generally accepted in the United States, or GAAP, to certain non-GAAP
        financial measures used by the company for 2Q04, 2Q03, 1H04 and 1H03.


                                  2Q04         2Q03         1H04         1H03
    (in thousands)

    GAAP cash flows provided
     by Operations             $63,504     $161,496      $24,855      $53,266
    Timing of premium payment
     Receipt from CMS                -            -      211,899      205,755
    Non-GAAP cash flows
     Provided by operations    $63,504     $161,496     $236,754     $259,021

     *  The year-over-year decline in non-GAAP cash flows from operations both
        in the second quarter and the first half of the year relates to the
        timing of the collection of TRICARE bid price adjustment receivables.
        Amounts similar to those collected in 2Q03 are anticipated to be
        collected in the third quarter of 2004, in lieu of 2Q04.

     Share Repurchase Program
     *  In July 2003, the company announced that its Board of Directors
        authorized the use of up to $100 million for the repurchase of its
        common shares, exclusive of shares repurchased in connection with
        employee stock plans.
     *  During 2Q04, the company acquired 2,167,500 of its common shares for
        an aggregate price of $36,129,000, or an average cost of $16.67 per
        share.
     *  During 1H04, the company acquired 2,853,500 of its common shares for
        an aggregate price of $50,098,000, or an average cost of $17.56 per
        share.
     *  As of July 23, 2004 the company had approximately $46,311,000
        remaining on its outstanding repurchase authorization.

    Guidance

The company offers the GAAP guidance detailed below for the investor community. This guidance includes the company's Ochsner Health Plan acquisition which closed April 1, 2004.

     For the Quarter Ending September 30, 2004 ("3Q04")

     *  Diluted earnings per common share of $0.43 to $0.44 (includes expenses
        of $0.02 per share for accelerated depreciation associated with
        planned software abandonment)
     *  TRICARE membership of approximately 1.7 million during the quarter as
        the membership level temporarily declines during the transition to the
        new Department of Defense contracts for this program

     For the Year Ending December 31, 2004

     Consolidated Earnings Guidance Points
     *  Diluted earnings per common share of between $1.63 and $1.67 (includes
        net earnings of $0.04 per share in unusual items recorded during 2Q04,
        as described above, plus expenses of $0.04 per share for accelerated
        depreciation associated with planned software abandonment to be
        recorded in the second half of 2004)
     *  Revenues of approximately $13 billion
     *  Effective tax rate of approximately 34 percent
     *  Cash flows provided by operations of $475 million to $525 million
     *  Capital expenditures of approximately $100 million to $110 million

     Commercial Segment Earnings Guidance Points
     *  Medical membership of between 3,300,000 and 3,350,000 by year end
        (fully insured and ASO combined)
     *  Fully insured medical premiums, net of benefit changes, increasing in
        the range of 6.5 to 8.5 percent on a per member basis
     *  Fully insured medical costs increasing in the range of 7 to 9 percent
        on a per member basis
     *  SG&A expense ratio of between 16 and 17 percent
     *  Pretax income of approximately $140 million

     Government Segment Earnings Guidance Points
     *  MedicareAdvantage membership of between 370,000 and 390,000 by year
        end
     *  MedicareAdvantage premiums, net of benefit changes, increasing in the
        range of 9 to 11 percent on a per member basis
     *  MedicareAdvantage medical costs increasing in the range of 9 to
        11 percent on a per member basis
     *  TRICARE membership of approximately 2.75 million by year end, with
        membership increasing by approximately 1 million members on
        November 1, 2004
     *  TRICARE premiums and administrative services fees of approximately
        $2 billion
     *  Pretax margin for the company's TRICARE business of approximately 2 to
        3 percent given the impact of heightened military activity upon the
        new contracts in the latter half of 2004
     *  SG&A expense ratio of between 11 and 12 percent

     For the Year Ending December 31, 2005

     *  Diluted earnings per common share growth of approximately 15 percent
        as compared to 2004

    Conference Call

Humana will host a conference call, as well as a virtual slide presentation, at 9:00 a.m. eastern time today to discuss its financial results for the quarter and earnings guidance.

All parties interested in the audio only portion of the conference call are invited to dial 888-625-7430. No password is required. The company suggests participants dial in approximately ten minutes in advance of the call.

A live virtual presentation (audio with slides) will be available and may be accessed via Humana's Investor Relations page at http://www.humana.com. The company suggests web participants sign on approximately 15 minutes in advance of the call. The company also suggests web participants visit the site well in advance of the call to run a system test and to download any free software needed to view the presentation.

For those unable to participate in the live event, the virtual presentation archive will be available in the Presentations section of the Investor Relations page at http://www.humana.com, approximately two hours following the live web cast. An audio recording of the conference call will also be available in the Audio Archives located on the Investor Relations page at http://www.humana.com approximately two hours after the live call.

Cautionary Statement

This news release contains forward-looking statements. The forward- looking statements made in the news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be significantly impacted by certain risks and uncertainties described in the following documents, as filed by Humana with the Securities and Exchange Commission:

     *  Form 10-K for the year ended December 31, 2003;
     *  Form 10-Q for the quarter ended March 31, 2004.

    About Humana

Humana Inc., headquartered in Louisville, Kentucky, is one of the nation's largest publicly traded health benefits companies, with approximately 5.8 million medical members located primarily in 15 states and Puerto Rico. Humana offers coordinated health insurance coverage and related services -- through traditional and Internet-based plans - to employer groups, government- sponsored plans, and individuals.

More information regarding Humana is available via the Internet at http://www.humana.com, including copies of:

     *  Annual report to stockholders;
     *  Securities and Exchange Commission filings;
     *  Most recent investor conference presentation;
     *  Quarterly earnings press releases;
     *  Audio archive of most recent earnings release conference call;
     *  Calendar of events (includes upcoming earnings conference call dates,
        times, and access number, as well as planned participation in investor
        conferences);
     *  Corporate Governance Information.

    Humana Inc.
    In thousands
                                       June 30,                       Percent
    Ending Medical Membership     2004         2003   Difference       Change
    Commercial:
      Fully insured            2,407.7 (a)  2,350.4         57.3          2.4
      ASO                        996.7        670.3        326.4         48.7
    Total Commercial           3,404.4      3,020.7        383.7         12.7
    Government:
      MedicareAdvantage          367.9 (a)    324.2         43.7         13.5
      Medicaid                   466.4        492.7        (26.3)        (5.3)
      TRICARE                  1,856.9      1,750.8        106.1          6.1
      TRICARE ASO                786.0      1,052.5       (266.5)       (25.3)
    Total Government           3,477.2      3,620.2       (143.0)        (4.0)
    Total ending medical
     membership                6,881.6      6,640.9        240.7          3.6


                                       June 30,                       Percent
    Ending Specialty Membership   2004         2003   Difference       Change
    Commercial:
      Dental-fully insured       791.7        745.7         46.0          6.2
      Dental-ASO                 407.9        365.1         42.8         11.7
        Total Dental           1,199.6      1,110.8         88.8          8.0
      Group life                 474.4        510.5        (36.1)        (7.1)
      Short-term disability       17.4         20.7         (3.3)       (15.9)
      Total ending specialty
       membership              1,691.4      1,642.0         49.4          3.0


                                  Three months ended         Six months ended
                                        June 30,                  June 30,
    Premiums                      2004         2003         2004         2003
    Commercial:
      Fully insured medical $1,700,759   $1,551,619   $3,317,879   $3,088,572
      Specialty                 86,139       78,935      172,110      157,538
    Total Commercial         1,786,898    1,630,554    3,489,989    3,246,110

    Government:
      MedicareAdvantage        774,604      630,432    1,480,922    1,266,274
      Medicaid                 125,798      116,005      246,577      237,235
      TRICARE                  616,412      536,414    1,265,405    1,006,735
    Total Government         1,516,814    1,282,851    2,992,904    2,510,244
    Total premiums          $3,303,712   $2,913,405   $6,482,893   $5,756,354


                                  Three months ended         Six months ended
    Administrative                     June 30,                  June 30,
     services fees                2004         2003         2004         2003
    Commercial                 $40,768      $30,356      $82,464      $59,946
    Government                  40,578       41,312       77,119       72,858
    Total Administrative
     services fees             $81,346      $71,668     $159,583     $132,804

     (a)  The acquisition of Ochsner Health Plan on April 1, 2004 added
          152.6 thousand fully insured commercial medical members and 33.1
          thousand MedicareAdvantage medical members.


    Humana Inc.
    Dollars in thousands, except per share results

                                  Three months ended         Six months ended
    Consolidated                        June 30,                  June 30,
     Statements of Income      2004 (a)     2003 (a)     2004 (a)     2003 (a)
    Revenues:
      Premiums              $3,303,712   $2,913,405   $6,482,893   $5,756,354
      Administrative
       services fees            81,346       71,668      159,583      132,804
      Investment income         43,863       43,228       71,317       69,045
      Other income               2,557        1,657        4,634        3,471
        Total revenues       3,431,478    3,029,958    6,718,427    5,961,674

    Operating expenses:
      Medical                2,789,740    2,444,977    5,473,256    4,816,411
      Selling, general
       and administrative      486,895      448,537      956,524      912,815
      Depreciation              24,272       25,550       48,195       66,286
      Other intangible
       amortization              2,893        2,903        5,282        6,834
        Total operating
         expenses            3,303,800    2,921,967    6,483,257    5,802,346

    Income from operations     127,678      107,991      235,170      159,328
      Interest expense           5,325        3,801       10,044        7,736

    Income before
     income taxes              122,353      104,190      225,126      151,592
      Provision for
       income taxes             41,600       34,914       76,543       51,086

    Net income                 $80,753      $69,276     $148,583     $100,506


    Basic earnings per
     common share                $0.50        $0.44        $0.92        $0.64
    Diluted earnings per
     common share                $0.50        $0.43        $0.91        $0.62

    Shares used in computing
     basic earnings per
      common share (000's)     160,832      157,395      161,399      157,565
    Shares used in computing
     diluted earnings per
      common share (000's)     162,353      161,149      163,355      160,982

    Operating Results
     by Segment

      Commercial pretax
       income                  $36,912      $43,757      $75,998      $80,996
      Government pretax
       income                   85,441       60,433      149,128       70,596
        Consolidated pretax
         income               $122,353     $104,190     $225,126     $151,592

    Key Ratios

    Medical expense ratio
      Commercial                  84.6%        83.0%        84.1%        82.2%
      Government                  84.2%        85.1%        84.8%        85.6%
        Total                     84.4%        83.9%        84.4%        83.7%

    Selling, general, and
     administrative expense ratio
      Commercial                  16.2%        16.8%        16.3%        16.9%
      Government                  12.3%        12.7%        12.2%        13.7%
        Total                     14.4%        15.0%        14.4%        15.5%

     (a)  Refer to the Summary of Unusual Items of these statistical pages
          within this press release for detail of unusual items included in
          these results of operations.


    Humana Inc.
    Dollars in thousands, except per share results

    Summary of Unusual Items

                                   For the six months ended June 30, 2004
                                         Pretax Impact               Diluted
                              Commercial  Government  Consolidated  EPS Impact
    Investment income:
      Gain on sale of
       venture capital
        investment             $13,000       $3,000      $16,000        $0.07

    Selling, general, and
     administrative expense:
      Severance and other costs (6,128)      (1,532)      (7,660)       (0.03)

        Total unusual items     $6,872       $1,468       $8,340        $0.04

    Impact of unusual items
     on the SG&Aexpense ratio     0.17%        0.05%        0.12%

                                   For the six months ended June 30, 2003
                                         Pretax Impact               Diluted
                              Commercial  Government  Consolidated  EPS Impact
    Investment income:
      Gain on sale of
       venture capital
        investment             $12,423       $2,777      $15,200        $0.06

    Selling, general, and
     administrative expense:
      Write-down of building
       and equipment            (4,325)     (12,908)     (17,233)       (0.07)

    Depreciation:
      Software abandonment
       expense                 (13,527)           -      (13,527)       (0.05)

        Total unusual items    $(5,429)    $(10,131)    $(15,560)      $(0.05)

    Impact of unusual items
     on the SG&A expense ratio    0.13%        0.50%        0.29%


    Humana Inc.
    Dollars in thousands, except per share results

                                               June 30,          December 31,
    Consolidated Balance Sheets                  2004                2003
    Assets
    Current assets:
      Cash and cash equivalents               $203,636            $931,404
      Investment securities                  2,322,282           1,676,642
      Receivables, net:
        Premiums                               528,078             452,404
        Administrative services fees            15,608              13,583

    Other                                      334,319             247,298
      Total current assets                   3,403,923           3,321,331

    Property and equipment, net                392,956             416,472

    Other assets:
      Long-term investment securities          323,667             319,167
      Goodwill                                 813,399             776,874
      Other                                    408,964             459,479
        Total other assets                   1,546,030           1,555,520
      Total assets                          $5,342,909          $5,293,323

    Liabilities and Stockholders' Equity
    Current liabilities:
      Medical and other expenses payable    $1,454,225          $1,272,156
      Trade accounts payable and accrued
        expenses                               499,978             440,340
      Book overdraft                           172,062             219,054
      Unearned premium revenues                109,066             333,071
        Total current liabilities            2,235,331           2,264,621
      Long-term debt                           623,677             642,638
      Other long-term liabilities              570,518             550,115
        Total liabilities                    3,429,526           3,457,374
    Commitments and contingencies
    Stockholders' equity:
      Preferred stock, $1 par; 10,000,000
       shares authorized; none issued                -                   -
      Common stock, $0.16 2/3 par;
       300,000,000 shares authorized;
        174,639,740 shares issued at
         June 30, 2004                          29,106              28,984
      Capital in excess of par value           987,495             974,975
      Retained earnings                      1,098,394             949,811
      Accumulated other comprehensive
       income                                  (16,756)             16,909
      Unearned stock compensation                   (9)               (754)
      Treasury stock, at cost, 14,906,751
       shares at June 30, 2004                (184,847)           (133,976)
        Total stockholders' equity           1,913,383           1,835,949
      Total liabilities and
       stockholders' equity                 $5,342,909          $5,293,323

    Debt to total capitalization ratio            24.6%               25.9%


    Humana Inc.
    Dollars in thousands

                                  Three months ended        Six months ended
    Consolidated Statements             June 30,                 June 30,
     of Cash Flows                2004         2003         2004         2003
    Cash flows from operating
     activities
      Net income               $80,753      $69,276     $148,583     $100,506
      Adjustments to reconcile
       net income to net cash
        provided by operating
         activities:
        Building and equipment
         writedown                   -            -            -       17,233
        Depreciation and
         amortization           27,165       28,453       53,477       73,120
        Provision for deferred
         income taxes           17,741        7,408       29,964       11,054
        Changes in operating
         assets and liabilities,
          excluding the effects
           of an acquisition:
          Receivables            5,028       68,582      (15,518)      43,233
          Other assets          (8,412)      20,232      (23,884)      40,240
          Medical and other
           expenses payable    (13,622)      61,321      111,006      145,233
          Other liabilities     (1,150)     (58,994)     (32,175)    (125,533)
          Unearned revenues    (26,320)     (17,159)    (228,019)    (235,312)
        Other                  (17,679)     (17,623)     (18,579)     (16,508)
        Net cash provided by
         operating activities   63,504      161,496       24,855       53,266

    Cash flows from investing
     activities
      Acquisition, net of cash
       and cash equivalents
        acquired               (67,329)           -      (68,735)           -
      Purchases of property
       and equipment           (25,314)     (20,871)     (48,046)     (42,967)
      Proceeds from sales of
       property and equipment    9,343           28       28,728          490
      Purchases of investment
       securities             (749,924)    (716,035)  (2,241,196)  (2,261,276)
      Proceeds from maturities
       of investment
        securities              99,342      188,003      346,187      384,926
      Proceeds from sales of
       investment securities   529,956      576,928    1,316,824    1,897,174
      Net cash (used in)
       provided by investing
        activities            (203,926)      28,053     (666,238)     (21,653)

    Cash flows from financing
     activities
      Change in book overdraft (38,375)      (5,043)     (46,992)     (15,346)
      Proceeds from swap
       exchange                      -       31,556            -       31,556
      Common stock repurchases (35,966)        (203)     (48,802)     (21,020)
      Proceeds from stock
       option exercises and
        other                      752        6,431        9,409        6,782
      Net cash (used in) provided
       by financing activities (73,589)      32,741      (86,385)       1,972

      (Decrease) increase in
        cash and cash
         equivalents          (214,011)     222,290     (727,768)      33,585
      Cash and cash equivalents
       at beginning of period  417,647      532,652      931,404      721,357
      Cash and cash equivalents
       at end of period       $203,636     $754,942     $203,636     $754,942


    Humana Inc.
    Percentage of Ending Membership Under Capitation Arrangements

                                                  Commercial Segment
                                            Fully                   Total
                                           Insured       ASO      Segment

    June 30, 2004
    Capitated HMO hospital system based  A    4.2%            -       2.9%
    Capitated HMO physician group based  A    2.9%            -       2.1%
    Risk-sharing  B                           3.3%            -       2.3%
    All other membership                     89.6%        100.0%     92.7%
      Total                                 100.0%        100.0%    100.0%

    June 30, 2003
    Capitated HMO hospital system based  A    6.2%            -       4.8%
    Capitated HMO physician group based  A    3.1%            -       2.4%
    Risk-sharing  B                           2.9%            -       2.2%
    All other membership                     87.8%        100.0%     90.6%
      Total                                 100.0%        100.0%    100.0%

    Humana Inc.
    Percentage of Ending Membership Under Capitation Arrangements

                                                 Government Segment
                                            Medicare
                                           Advantage      Medicaid   TRICARE

    June 30, 2004
    Capitated HMO hospital system based  A   10.5%          3.6%        -
    Capitated HMO physician group based  A    1.2%         42.8%        -
    Risk-sharing  B                          56.7%         47.7%        -
    All other membership                     31.6%          5.9%    100.0%
      Total                                 100.0%        100.0%    100.0%

    June 30, 2003
    Capitated HMO hospital system based  A   12.5%          2.6%        -
    Capitated HMO physician group based  A    1.9%         57.5%        -
    Risk-sharing  B                          48.1%         33.8%        -
    All other membership                     37.5%          6.1%    100.0%
      Total                                 100.0%        100.0%    100.0%

    Humana Inc.
    Percentage of Ending Membership Under Capitation Arrangements

                                             Government Segment     Consol.
                                             TRICARE      Total      Total
                                               ASO       Segment    Medical
    June 30, 2004
    Capitated HMO hospital system based  A      -           1.6%      2.3%
    Capitated HMO physician group based  A      -           5.9%      4.0%
    Risk-sharing  B                             -          12.4%      7.4%
    All other membership                    100.0%         80.1%     86.3%
      Total                                 100.0%        100.0%    100.0%

    June 30, 2003
    Capitated HMO hospital system based  A      -           1.5%      3.0%
    Capitated HMO physician group based  A      -           8.0%      5.5%
    Risk-sharing  B                             -           8.9%      5.9%
    All other membership                    100.0%         81.6%     85.6%
      Total                                 100.0%        100.0%    100.0%

    A - In a limited number of circumstances, we contract with hospitals and
    physicians to accept financial risk for a defined set of HMO membership.
    In transferring this risk, we prepay these providers a monthly fixed-fee
    per member to coordinate substantially all of the medical care for their
    capitated HMO membership, including some health benefit administrative
    functions and claims processing. For these capitated HMO arrangements, we
    generally agree to reimbursement rates that target a medical expense ratio
    ranging from 82% to 89%.  Providers participating in hospital-based
    capitated HMO arrangements generally receive a monthly payment for all of
    the services within their system for their HMO membership. Providers
    participating in physician-based capitated HMO arrangements generally have
    subcontracted specialist physicians and are responsible for reimbursing
    such hospitals and physicians for services rendered to their HMO
    membership.

    B - In some circumstances, we contract with physicians under risk-sharing
    arrangements whereby physicians have assumed some level of risk for all or
    a portion of the medical costs of their HMO membership.  Although these
    arrangements do include capitation payments for services rendered, we
    process substantially all of the claims under these arrangements.


    Humana Inc.
    Dollars in thousands

    Medical Claim Reserves - Details and Statistics

    Change in medical and other expenses payable:

    The change in medical and other expenses payable is summarized as follows:

                                            For the Six        For the Twelve
                                            Months Ended        Months Ended
                                           June 30, 2004     December 31, 2003
    Balances at January 1                    $1,272,156          $1,142,131

    Acquisition                                  71,063                   -

    Incurred related to:
      Current year                            5,561,540           9,955,491
      Prior years - non-TRICARE (1)             (67,026)            (33,432)
      Prior years - TRICARE (2)                 (21,258)            (42,638)
    Total incurred                            5,473,256           9,879,421

    Paid related to:
      Current year                           (4,312,773)         (8,710,393)
      Prior years                            (1,049,477)         (1,039,003)
    Total paid                               (5,362,250)         (9,749,396)

    Balances at end of period                $1,454,225          $1,272,156

     The impact of any change in "incurred related to prior years" claims may
     be offset as we re-establish the "incurred related to current year".  Our
     reserving practice is to consistently recognize the actuarial best
     estimate of our ultimate liability for our claims within a level of
     confidence required to meet actuarial standards.  Thus, only when the
     release of a prior year reserve is not offset with the same level of
     conservatism in estimating the current year reserve will the redundancy
     reduce medical expense.  We have consistently applied this methodology in
     determining our best estimate for unpaid claims liability in each period.

     (1) The $33.6 million increase in non-TRICARE favorable development from
         $33.4 million to $67.0 million related primarily to better than
         expected utilization in the latter half of 2003 for our Medicare line
         of business.

     (2) Changes in estimates of TRICARE incurred claims for prior years
         recognized during 2003 and 2004 resulted primarily from claim costs
         and utilization levels developing favorably from the levels
         originally estimated for the second half of the prior year.  As a
         result of substantial risk-sharing provisions with the Department of
         Defense and with subcontractors, any resulting impact on operations
         from the change in estimates of incurred related to prior years is
         substantially reduced, whether positive or negative.


    Humana Inc.
    Dollars in thousands

    Medical and Other Expenses Payable Detail:
                                                June 30,          December 31,
                                                 2004                2003
    A   IBNR and other medical expenses
         payable                               $946,942            $767,712
    B   TRICARE IBNR                            280,372             267,146
    C   TRICARE other medical expenses payable   14,502              37,849
    D   Unprocessed claim inventories            98,100             109,700
    E   Processed claim inventories              71,924              74,262
    F   Payable to pharmacy benefit
         administrator                           42,385              15,487
        Total medical and other
         expenses payable                    $1,454,225          $1,272,156

    A  IBNR represents an estimate of medical expenses payable for claims
       incurred but not reported (IBNR) at the balance sheet date. 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  (i.e. a shorter time span results in lower reserves for
       claims IBNR).
    B  TRICARE IBNR has increased primarily due to an increase in claim
       inventories at our third party claim administrator.
    C  TRICARE other medical expense payable may include liabilities to
       subcontractors and/or risk share payables to the Department of Defense.
       The level of these balances may fluctuate from period to period due to
       the timing of payment (cutoff) and whether or not the balances are
       payables or receivables (receivables from the Department of Defense are
       classified as "receivables" in our balance sheet).
    D  Unprocessed claim inventories represent the estimated valuation of
       claims received but not yet fully processed.  TRICARE claim inventories
       are not included in this amount as an independent third party
       administrator processes all TRICARE medical claims on our behalf.
       Reserves for TRICARE claims inventory are included in TRICARE IBNR.
    E  Processed claim inventories represent 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.
    F  The balance due to our pharmacy benefit administrator fluctuates due to
       bi-weekly payments and the month-end cutoff.

     Receipt Cycle Time:
     Due to increasing electronic connectivity and other efficiencies gained
     by our providers with regards to the claim submission process, the
     average length of time between when a claim was initially incurred and
     when the claim form was received has generally shortened over the past
     several years.  Below is a summary:

                     Average # of Days from Incurred Date to Receipt Date (1)
                                       2004      2003       Change    % Change
    1st Quarter Average                17.4      17.1         0.3         1.8%
    2nd Quarter Average                16.7      16.7         0.0         0.0%
    3rd Quarter Average                   -      16.6         N/A         N/A
    4th Quarter Average                   -      16.6         N/A         N/A
    Full Year Average                  17.1      16.7         0.4         2.4%

    (1)  Receipt cycle time data for our 3 largest claim processing platforms
         representing approximately 90% of our claims volume.


    Humana Inc.

    Medical Claim Reserves - Details and Statistics

    Unprocessed Claim Inventories:
    The estimated valuation and number of claims on hand that are yet to be
    processed are as follows:

                                         Estimated                  Number
                                         Valuation    Claim Item    of Days
          Date                             (000)        Counts      On Hand
     6/30/2002                           $110,300       513,100       4.8
     9/30/2002                           $108,800       496,200       4.8
    12/31/2002                            $92,300       424,200       4.5
     3/31/2003                            $99,000       421,700       4.4
     6/30/2003                            $92,100       446,600       4.7
     9/30/2003                           $106,800       528,400       5.8
    12/31/2003                           $109,700       443,000       4.9
     3/31/2004                            $94,800       400,900       3.9
     6/30/2004                            $98,100       387,000       3.7

     Days in Claims Payable (Quarterly):
     A common metric for monitoring medical claim reserve levels relative to
     the medical claim expenses is days in claims payable, or DCP, which
     represents the medical claim liabilities at the end of the period divided
     by average medical expenses per day in the quarterly period. Since we
     have some providers under capitation payment arrangements (which do not
     require a medical claim IBNR reserve), we have also summarized this
     metric excluding capitation expenses.



                       Days
                      in Claims                       DCP
     Quarter Ended     Payable  Annual            Excluding   Annual
                       (DCP)    Change  % Change  Capitation  Change  % Change
     6/30/2002         46.8      (3.1)     -6.2%     55.3      (4.7)    -7.8%
     9/30/2002         46.6      (2.5)     -5.1%     55.3      (3.9)    -6.6%
    12/31/2002         45.2      (2.2)     -4.6%     53.3      (3.8)    -6.7%
     3/31/2003         46.5      (0.7)     -1.5%     54.7      (1.5)    -2.7%
     6/30/2003         47.9       1.1       2.4%     56.2       0.9      1.6%
     9/30/2003         47.2       0.6       1.3%     54.5      (0.8)    -1.4%
    12/31/2003         46.2       1.0       2.2%     53.2      (0.1)    -0.2%
     3/31/2004         47.4       0.9       1.9%     54.3      (0.4)    -0.7%
     6/30/2004         47.4      (0.5)     -1.0%     54.1      (2.1)     -3.7%

     This metric fluctuates due to all of the issues reviewed above, including
     the change in the receipt cycle time, the change in medical claim
     inventories, the change in TRICARE liability balances, and the timing of
     our bi-weekly payment to our pharmacy benefits administrator.  An annual
     recap follows:
                                                   2004                2003
    4th quarter-prior year                         46.2                45.2
      Impact of change in claim
       receipt cycle time                           0.2                (0.5)
      Impact of change in unprocessed
       claim inventories                           (0.5)                0.6
      Impact of change in processed
       claim inventories                            0.0                (1.1)
      Impact of changing TRICARE
       reserve balances                            (0.3)                2.0
      Impact of change in pharmacy
       payment cutoff                               0.9                (1.0)
       All other                                    0.9                 1.0
    Year to date-current year                      47.4                46.2

SOURCE Humana Inc.