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Humana Inc. Reports Financial Results for Second Quarter and First Half of 2005

Humana Inc. Reports Financial Results for Second Quarter and First Half of 2005

August 1, 2005 at 5:01 AM EDT
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- 2005 earnings guidance reaffirmed - 2006 EPS expected to grow at least 25 percent - Medicare membership up 5 percent sequentially, related guidance raised - Consolidated medical expense ratio improved 60 basis points versus 2Q04 - 1H05 cash flows from operations up significantly year over year

LOUISVILLE, Ky., Aug 01, 2005 /PRNewswire-FirstCall via COMTEX/ -- Humana Inc. (NYSE: HUM) today reported $0.51 diluted earnings per common share (EPS) for the quarter ended June 30, 2005 (2Q05) compared to $0.50 EPS for the quarter ended June 30, 2004 (2Q04). Results for 2Q05 were slightly better than the company anticipated due to higher-than-expected enrollment gains in the company's Medicare operations. (2Q04 EPS included $0.04 per share net benefit from unusual items.)

"This quarter's results reflect the increasing momentum we are seeing in our Medicare operations, together with solid execution in our other diversified lines of business," said Michael B. McCallister, Humana's president and chief executive officer. "Humana's dedication to the consumer, supported by both innovation and operational diligence, has us well positioned for future growth."

The company continues to anticipate EPS for the year ending December 31, 2005 (FY 2005) in the range of $2.23 to $2.25. The company also announced that it further anticipates growth in EPS of at least 25 percent for 2006, or $2.80 per share.

"Given the magnitude of our Medicare opportunity for 2006 and our thorough preparation to take advantage of it, we are comfortable with our ability to achieve the results we are forecasting today," McCallister said.

Consolidated Results Summary

     - 2Q05 EPS of $0.51 compares to $0.50 for 2Q04.  2Q04 included a $0.04
       per share unusual benefit, the net effect of a gain on the sale of a
       venture capital investment and unusual expenses for severance and other
       costs.  The increase in operating earnings year over year was driven by
       improved performance in the company's Government segment.
     - First half 2005 (1H05) EPS of $1.18 rose 30 percent from $0.91 EPS in
       the first half of 2004 (1H04).  Unusual items recorded in each of these
       periods increased 1H05 EPS by $0.14 per share and 1H04 EPS by $0.04 per
       share.  Year-over-year operating improvements during 1H05 were also
       driven by results from the Government segment.
     - 2Q05 consolidated revenues rose 3 percent to $3.55 billion from $3.43
       billion in 2Q04, with total premium and administrative services fees up
       4 percent compared to the prior year's quarter.  Increases in Medicare
       premium revenues more than offset the enrollment-driven decline in
       Commercial segment revenues and lower TRICARE revenues year over year
       associated with the implementation of the South Region contract in the
       second half of 2004.
     - 1H05 consolidated revenues of $6.93 billion increased 3 percent over
       1H04 revenues of $6.72 billion, also driven by higher Government
       segment premiums.  Continued growth in Medicare enrollment together
       with a more significant year-over-year increase in TRICARE revenues in
       the latter half of 2005 should result in forecasted revenue growth for
       FY 2005 of more than 10 percent.
     - The company's medical expense ratio (medical expenses as a percent of
       premium revenue or MER) of 83.8 percent improved 60 basis points from
       2Q04, with year over year MER declines in both of the company's
       business segments.
     - The company's consolidated Selling, General, & Administrative (SG&A)
       expense ratio (SG&A expenses as a percent of premiums plus
       administrative services fees) was 13.9 percent for 2Q05, a 50 basis
       point improvement versus the prior year.
     - The company achieved a pretax margin of 3.6 percent in 2Q05, in line
       with that for 2Q04 despite a 30-basis-point benefit from unusual items
       in the prior year.  The 1H05 pretax margin of 3.6 percent also compares
       favorably to 3.4 percent in 1H04, including the 20-basis-point-benefit
       from unusual items in 1H04.
     - The company continues to anticipate EPS for the second half of 2005 to
       be in the range of $1.05 to $1.07.  Third quarter 2005 EPS expectations
       reflect revised timing by the Centers for Medicare and Medicaid
       Services (CMS) to complete their Medicare risk adjustment premium
       process, resulting in $0.16 EPS moving from the third quarter to the
       fourth quarter.

     Government Segment Results Summary

     Pretax earnings:
     - Government segment pretax income was $104.1 million in 2Q05 compared to
       $85.4 million in 2Q04, an increase of 22 percent, the result of
       significant growth in the company's Medicare membership combined with a
       slight improvement in the performance of the company's TRICARE
       operations year over year.
     - For 1H05, Government segment pretax income of $176.3 million increased
       18 percent versus 1H04, with a significant increase in Medicare
       operations performance together with slightly improved results in the
       company's TRICARE business year over year.

     Enrollment:
     - Organic growth in Medicare Advantage membership increased during 2Q05
       due primarily to expanded participation in various Medicare programs
       and markets combined with marketing and other related spending in these
       programs by the company.  Medicare membership of 474,300 at June 30,
       2005 increased 24,400 members or 5 percent from 449,900 at March 31,
       2005 and 106,400 members or 29 percent from June 30, 2004.
     - Medicare Advantage geographic expansions approved by CMS during 2Q05
       are anticipated to contribute to continued enrollment growth, with
       projected membership in the range of 540,000 to 550,000 by the end of
       2005.
     - As expected, TRICARE membership of 2,876,400 at June 30, 2005 was
       essentially unchanged from March 31, 2005.  The company also
       anticipates no material change in TRICARE membership for the remainder
       of 2005.

     Revenues:
     - Medicare Advantage premiums of $1.09 billion in 2Q05 increased 41
       percent compared to $775 million in 2Q04, the result of substantially
       higher enrollment and increases in per-member premiums.
     - Medicare Advantage premiums per member increased 11 percent year over
       year during both 2Q05 and 1H05.  Given the company's diligence in
       demonstrating the risk profile of its membership, premium yields are
       anticipated to increase in the latter half of 2005, with full-year per-
       member premiums projected to increase in the range of 11 to 13 percent.
     - TRICARE premiums and administrative services fees during 2Q05 of $624.8
       million reflect the implementation of the new South Region contract
       with the Department of Defense, which included a reduction in the
       benefits and services provided under previous contracts, and thus,
       lower revenues.  This contractual change accounted for the expected
       year-over-year decline in TRICARE premiums and administrative services
       fees of approximately 5 percent in 2Q05.
     - For 2005, the company anticipates TRICARE premiums and administrative
       services fees to approximate $2.5 billion as the company experiences a
       full year under the new South Region contract.
     - Government segment investment income for 2Q04 included $3.0 million
       related to the gain from the sale of a venture capital investment.

     Medical Expenses:
     - The Government segment MER declined 40 basis points in 2Q05 compared to
       the prior year, driven by lower increases in Medicare medical costs per
       member.
     - Medicare Advantage medical costs per member are now anticipated to
       increase in the range of 9 to 11 percent for FY 2005 due to a lower
       percentage of the company's Medicare Advantage members being enrolled
       in capitated HMO plans.

     SG&A Expenses:
     - The Government segment's SG&A expense ratio for 2Q05 of 10.6 percent
       was 170 basis points lower than that for 2Q04, as higher Medicare
       revenues outpaced the increases in the segment's SG&A expenses during
       the quarter.  Results were similar for 1H05, with a 150 basis point
       decline in the Government segment's SG&A expense ratio.
     - Government segment SG&A expenses (both incurred to date and forecast
       for 2005) include the impact of significant investment spending to
       prepare for 2006 Medicare Advantage opportunities.  Government segment
       SG&A expenses for 2Q04 included $1.5 million in severance and other
       unusual costs.

     Commercial Segment Results Summary

     Pretax earnings:
     - Commercial segment pretax income decreased to $25.2 million in 2Q05
       from $36.9 million in 2Q04, or 32 percent.  Results for 2Q04 included a
       $6.9 million net benefit from unusual items.  Commercial segment
       earnings declined as the result of lower commercial medical membership
       in the 2 to 300 case-size accounts and a modest increase in the related
       medical expense ratio, both primarily resulting from the competitive
       price environment which had the largest impact for groups of this size.
     - Pretax margin for the Commercial segment decreased 50 basis points year
       over year to 1.5 percent in 2Q05 versus 2.0 percent in 2Q04.  The
       unusual items recorded in 2Q04 increased the segment's pretax margin by
       40 basis points.  The 1H05 pretax margin for the segment of 2.2 percent
       was slightly improved from 2.1 percent for 1H04, despite the 20-basis-
       point benefit in 1H04 from the effect of unusual items.
    -  Commercial segment earnings for FY 2005 are forecast to exceed FY 2004
       earnings by 10 to 15 percent.

     Enrollment:
     - Commercial segment medical membership of 3,199,700 at June 30, 2005
       decreased less than 1 percent or 19,700 from March 31, 2005, driven by
       a decrease in fully-insured accounts.
     - The company's HumanaOne product demonstrated continuing progress during
       2Q05, growing individual membership sequentially by 8 percent.
       Consumer-choice plan membership grew by 2 percent on a sequential
       basis, totaling 358,500 members at June 30, 2005.  As expected,
       enrollment in administrative services only (ASO) products was
       relatively unchanged from the first quarter 2005 since this business
       generally renews at the beginning of the year.

     Revenues:
     - Premiums and administrative services fees for the Commercial segment
       decreased 9 percent to $1.66 billion in 2Q05 compared to $1.83 billion
       in the prior year's quarter, as administrative services fees from an 18
       percent increase in ASO membership were more than offset by lower
       premiums due to declines in at-risk enrollment.
     - Commercial segment premiums and administrative services fees for 1H05
       decreased 7 percent to $3.32 billion versus $3.57 billion in 1H04,
       similarly impacted by substantial growth in ASO membership and
       reductions in at-risk commercial medical enrollment.
     - Commercial segment medical premiums for fully insured groups increased
       approximately 8 percent on a per-member basis during 2Q05. The company
       continues to anticipate FY 2005 commercial premiums for fully insured
       group membership to increase in the range of 8 to 10 percent on a per-
       member basis.
     - Commercial segment investment income for 2Q04 included $13.0 million
       related to the gain from the sale of the venture capital investment.

     Medical Expenses:
     - In 2Q05, the Commercial segment MER of 83.8 percent was 80 basis points
       lower than the 2Q04 MER of 84.6 percent, reflecting the company's
       improving risk profile in its commercial portfolio.  For 1H05, the
       Commercial segment MER of 83.0 percent decreased 110 basis points from
       84.1 percent in 1H04, further reflecting the progress made in improving
       the risk of its commercial book of business.
     - Per-member medical costs for commercial fully insured group accounts
       continue to be forecast to rise in the range of 8 to 10 percent for FY
       2005.

     SG&A Expenses:
     - The Commercial segment's SG&A expenses declined $5.0 million or 2
       percent in 2Q05 compared to the prior year.  Commercial segment SG&A
       expenses for 2Q04 included $6.1 million in severance and other unusual
       costs.  The segment's SG&A expense ratio was 17.5 percent in 2Q05
       versus 16.2 percent in 2Q04, the result of lower average fully-insured
       medical enrollment and a significantly higher percentage of ASO
       business in 2Q05 than in the prior year.

     Cash Flows from Operations

Cash flows provided by operations for 2Q05 of $181.9 million compared favorably to $63.5 million cash flows provided by operations in 2Q04. Cash flows provided by operations for 1H05 of $281.1 million increased substantially from $24.9 million in 1H04 as a result of the timing of premium payments received from CMS. The company also evaluates operating cash flows on a non-GAAP basis, as described below.

The company continues to anticipate that cash flows from operations for FY 2005 will be in the range of $625 million to $675 million driven by expected higher earnings.

Non-GAAP Cash Flows from Operations

The following is a reconciliation of the most directly comparable historical and projected cash flows from operations prepared in accordance with Generally Accepted Accounting Principles (GAAP), to the historical and projected non-GAAP financial measures. When reviewing and analyzing Humana's operating cash flows, company management applies the CMS premium payment in each month to match the corresponding disbursements. To do otherwise distorts meaningful analysis of the company's operating cash flow. Therefore, decisions such as management's forecasting and business plans regarding cash flow use this non-GAAP financial measure.

($ in              2Q04      2Q05         1H04       1H05      FY 2005
    millions)         Actual    Actual       Actual     Actual     Expected

    GAAP cash
     flows provided
     by operations   $63.5      $181.9       $24.9     $281.1    $625 to $675

    Timing of
     premium payment
     receipt from
     CMS                 -           -       211.9       19.8            19.8

    Non-GAAP cash
     flows provided
     by operations   $63.5      $181.9      $236.8     $300.9    $625 to $675

Non-GAAP cash flows provided by operations for 2Q05 and 2Q04 were the same as those determined under GAAP. The substantial increase in 1H05 non-GAAP cash flows provided by operations versus that for 1H04 is attributable to higher earnings year to date.

Balance Sheet

At June 30, 2005, cash and investment securities comprised 51 percent of the company's total assets compared to 49 percent at March 31, 2005. Debt as a percent of total capitalization (debt plus stockholders' equity) decreased 120 basis points to 27.5 percent from 28.7 percent at March 31, 2005 as the company paid down certain of its outstanding debt obligations during the quarter.

Conference Call & Virtual Slide Presentation

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 the company's expectations for future earnings.

A live virtual presentation (audio with slides) may be accessed via Humana's Investor Relations page at 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.

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.

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 www.humana.com.

Cautionary Statement

This news release contains forward-looking statements. The forward- looking statements herein 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 company's Form 10-K for the year ended December 31, 2004 and its Form 10-Q for the quarter ended March 31, 2005, as filed by Humana with the Securities and Exchange Commission.

About Humana

Humana Inc., headquartered in Louisville, Ky., is one of the nation's largest publicly traded health benefits companies, with approximately 7 million medical members. Humana offers a diversified portfolio of health insurance products and related services - through traditional and consumer- choice plans - to employer groups, government-sponsored plans, and individuals.

Over its 44-year history, Humana has consistently seized opportunities to meet changing customer needs. Today, the company is a leader in consumer engagement, providing guidance that leads to lower costs and a better health plan experience throughout its diversified customer portfolio.

More information regarding Humana is available to investors via the Investor Relations page of the company's web site at http://www.humana.com, including copies of:

- Annual report to stockholders;
     - Securities and Exchange Commission filings;
     - Most recent investor conference presentation;
     - Quarterly earnings news releases;
     - Replay of most recent earnings release conference call;
     - Calendar of events (includes upcoming earnings conference call dates, \
       times, and access number, as well as planned interaction with research
       analysts and institutional investors);
     - Corporate Governance information.



                                 Humana Inc.
                            2005 Earnings Guidance
                             As of August 1, 2005


    Diluted earnings per common share       Full year: $2.23 to $2.25
                                            Second half 2005: $1.05 to $1.07
                                            3Q05: $0.50 to $0.51

    Revenues                                Consolidated: Approximately $14.5
                                             billion
                                            TRICARE: Approximately $2.5
                                             billion

    Year-end medical membership             Medicare: 540,000 to 550,000
                                            Commercial: No significant change
                                             excluding loss of 89,000 member
                                             account in January 2005
                                            Medicaid: Decline of
                                             approximately 20,000
                                            TRICARE: No material change from
                                             prior year

    Medical premium yields (the increase    Medicare: 11% to 13%
     in medical premiums on a per-member    Commercial - total book: 6% to 8%
     basis when compared to the same        Commercial - group accounts: 8% to
     period in the prior year)               10%

    Medical cost trends (the increase       Medicare: 9% to 11%
     in medical costs on a per-member       Commercial - total book: 6% to 8%
     basis when compared to the same        Commercial - group accounts: 8% to
     period in the prior year)               10%

    Selling, general & administrative       Consolidated: SG&A expense ratio
     expenses                                of 13.5% to 14.5%
                                            Government segment: Includes
                                             approximately $80 million of
                                             Medicare Advantage investment
                                             spending

    Commercial segment pretax income        Increase of 10% to 15% over prior
                                             year

    TRICARE pretax margin                   Approximately 3% to 4%

    Cash flows from operations              $625 million to $675 million

    Capital expenditures                    $155 million to $165 million

    Effective tax rate                      Full year: Approximately 30%
                                            3Q05 & 4Q05: 34% to 36%

    Weighted average shares outstanding     Approximately 166 million
     used to compute diluted earnings per
     common share



    Humana Inc.
    In thousands
                                        June 30,                      Percent
    Ending Medical Membership       2005        2004    Difference     Change
    Commercial:
       Fully insured              2,021.3     2,407.7      (386.4)      (16.0)
       ASO                        1,178.4       996.7       181.7        18.2
    Total Commercial              3,199.7     3,404.4      (204.7)       (6.0)

    Government:
       Medicare Advantage           474.3       367.9       106.4        28.9
       Medicaid                     477.9       466.4        11.5         2.5
       TRICARE                    1,733.6     1,856.9      (123.3)       (6.6)
       TRICARE ASO                1,142.8       786.0       356.8        45.4
           Total TRICARE          2,876.4     2,642.9       233.5         8.8
    Total Government              3,828.6     3,477.2       351.4        10.1
       Total ending medical
        membership                7,028.3     6,881.6       146.7         2.1



                                        June 30,                      Percent
    Ending Specialty Membership     2005        2004    Difference     Change
    Commercial:
       Dental-fully insured         893.7       791.7       102.0        12.9
       Dental-ASO                   488.9       407.9        81.0        19.9
         Total Dental             1,382.6     1,199.6       183.0        15.3
       Group life                   437.1       474.4       (37.3)       (7.9)
       Short-term disability         16.4        17.4        (1.0)       (5.7)
       Total ending specialty
        membership                1,836.1     1,691.4       144.7         8.6



                                     Three months ended    Six months ended
                                        June 30,                June 30,
    Premiums                        2005        2004        2005        2004
    Commercial:
       Fully insured medical   $1,512,278  $1,700,759  $3,029,672  $3,317,879
       Specialty                   95,390      86,139     188,928     172,110
       Total Commercial         1,607,668   1,786,898   3,218,600   3,489,989

    Government:
       Medicare Advantage       1,092,442     774,604   2,075,583   1,480,922
       TRICARE                    611,179     616,412   1,173,507   1,265,405
       Medicaid                   134,730     125,798     269,144     246,577
    Total Government            1,838,351   1,516,814   3,518,234   2,992,904
    Total premiums             $3,446,019  $3,303,712  $6,736,834  $6,482,893


                                    Three months ended     Six months ended
                                        June 30,                June 30,
    Administrative                  2005       2004         2005       2004
     services fees
    Commercial                    $51,263     $40,768    $101,374     $82,464
    Government                     13,639      40,578      25,263      77,119
    Total administrative
     services fees                $64,902     $81,346    $126,637    $159,583



    Humana Inc.
    Dollars in thousands, except per share results

                                Three months ended         Six months ended
                                     June 30,                  June 30,
    Consolidated Statements
     of Income                  2005         2004         2005        2004
    Revenues:
       Premiums             $3,446,019   $3,303,712   $6,736,834  $6,482,893
       Administrative
        services fees           64,902       81,346      126,637     159,583
       Investment income        31,131       43,863       61,342      71,317
       Other income              4,309        2,557        8,773       4,634
          Total revenues     3,546,361    3,431,478    6,933,586   6,718,427
    Operating expenses:
       Medical               2,888,509    2,789,740    5,642,242   5,473,256
       Selling, general and
        administrative         486,460      486,895      960,493     956,524
       Depreciation             24,815       24,272       49,621      48,195
       Other intangible
        amortization             6,948        2,893       11,391       5,282
          Total operating
           expenses          3,406,732    3,303,800    6,663,747   6,483,257
    Income from operations     139,629      127,678      269,839     235,170
       Interest expense         10,322        5,325       18,845      10,044
    Income before
     income taxes              129,307      122,353      250,994     225,126
       Provision for income
        taxes                   45,170       41,600       57,062      76,543
    Net income                 $84,137      $80,753     $193,932    $148,583

    Basic earnings per
     common share                $0.52        $0.50        $1.20       $0.92
    Diluted earnings per
     common share                $0.51        $0.50        $1.18       $0.91

    Shares used in
     computing basic
     earnings per common
     share (000's)             161,492      160,832      161,202     161,399
    Shares used in
     computing diluted
     earnings per common
     share (000's)             164,908      162,353      164,543     163,355

    Operating Results by
     Segment
    Pretax income
       Commercial              $25,215      $36,912      $74,678     $75,998
       Government              104,092       85,441      176,316     149,128
          Consolidated        $129,307     $122,353     $250,994    $225,126

    Key Ratios
    Medical expense ratio
       Commercial                83.8 %       84.6 %       83.0 %      84.1 %
       Government                83.8 %       84.2 %       84.4 %      84.8 %
          Consolidated           83.8 %       84.4 %       83.8 %      84.4 %

    Selling, general, and
     administrative expense
     ratio
       Commercial                17.5 %       16.2 %       17.5 %      16.3 %
       Government                10.6 %       12.3 %       10.7 %      12.2 %
          Consolidated           13.9 %       14.4 %       14.0 %      14.4 %



    Humana Inc.
    Dollars in thousands, except per share results

                                            June 30,   March 31,  December 31,
    Consolidated Balance Sheets               2005        2005        2004
    Assets
    Current assets:
       Cash and cash equivalents            $603,790    $560,264     $580,079
       Investment securities               2,217,698   2,136,841    2,145,645
       Receivables, net:
          Premiums                           588,706     568,184      554,661
          Administrative services fees        19,448      20,145       24,954
       Securities lending collateral          76,998     126,678       77,840
       Other                                 236,430     226,339      212,958
          Total current assets             3,743,070   3,638,451    3,596,137

    Property and equipment, net              437,393     428,890      399,506

    Other assets:
       Long-term investment securities       358,643     345,692      348,465
       Goodwill                            1,221,663   1,244,370      885,572
       Other                                 517,138     492,190      427,937
          Total other assets               2,097,444   2,082,252    1,661,974
       Total assets                       $6,277,907  $6,149,593   $5,657,617

    Liabilities and Stockholders' Equity
    Current liabilities:

       Medical and other                  $1,677,551  $1,546,050   $1,422,010
        expenses payable
       Trade accounts payable
        and accrued expenses                 385,313     395,498      488,332
       Book overdraft                        182,493     192,741      192,060
       Securities lending payable             76,998     126,678       77,840
       Unearned revenues                     121,148     143,683      146,326
          Total current liabilities        2,443,503   2,404,650    2,326,568
       Long-term debt                        878,388     885,271      636,696
       Other long-term liabilities           639,828     659,867      604,229
          Total liabilities                3,961,719   3,949,788    3,567,493
    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;
        178,064,599 shares issued at
        June 30, 2005                         29,677      29,592       29,340
       Capital in excess of par value      1,068,406   1,055,491    1,017,156
       Retained earnings                   1,423,755   1,339,618    1,229,823
       Accumulated other
        comprehensive income                  13,115      (5,648)      16,526
       Unearned stock compensation           (16,074)    (16,872)      (1,721)
       Treasury stock, at cost, 15,832,428
        shares at June 30, 2005             (202,691)   (202,376)    (201,000)
          Total stockholders' equity       2,316,188   2,199,805    2,090,124
       Total liabilities and
        stockholders' equity              $6,277,907  $6,149,593   $5,657,617

    Debt to total capitalization ratio         27.5%       28.7%        23.3%



    Humana Inc.
    Dollars in thousands
                                     Three months ended     Six months ended
    Consolidated Statements                June 30,            June 30,
     of Cash Flows                      2005      2004       2005     2004
    Cash flows from operating
     activities
       Net income                    $84,137   $80,753   $193,932   $148,583
       Adjustments to reconcile net
        income to net cash provided
        by operating activities:
          Depreciation and
           amortization               31,763    27,165     61,012     53,477
          Provision for deferred
           income taxes                3,664    17,741     10,919     29,964
          Changes in operating assets
           and liabilities excluding
           the effects of acquisitions:
             Receivables             (19,825)    5,028    (26,250)   (15,518)
             Other assets            (20,154)   (8,412)   (28,514)   (23,884)
             Medical and other
              expenses payable       131,501   (13,622)   218,166    111,006
             Other liabilities       (10,185)   (1,150)  (107,733)   (32,175)
             Unearned revenues       (22,535)  (26,320)   (44,951)  (228,019)
          Other                        3,491   (17,679)     4,504    (18,579)
          Net cash provided by
           operating activities      181,857    63,504    281,085     24,855

    Cash flows from investing
     activities
          Acquisitions, net of cash
           acquired                   (4,627)  (67,329)  (352,726)   (68,735)
          Purchases of property and
           equipment                 (31,034)  (25,314)   (67,227)   (48,046)
          Proceeds from sales of
           property and equipment         30     9,343         38     28,728
          Purchases of investment
           securities               (531,234) (749,924)(1,245,605)(2,241,196)
          Proceeds from maturities
           of investment securities  131,947    99,342    393,612    346,187
          Proceeds from sales of
           investment securities     325,329   529,956    759,835  1,316,824
          Change in securities
           lending collateral         49,680    40,898        842     25,676
          Net cash used in investing
           activities                (59,909) (163,028)   511,231)  (640,562)

    Cash flows from financing
     activities
          Borrowings under credit
           agreement                       -         -    294,000          -
          Repayments under credit
           agreement                 (25,000)        -    (50,000)         -
          Change in book overdraft   (10,248)  (38,375)    (9,567)   (46,992)
          Change in securities
           lending payable           (49,680)  (40,898)      (842)   (25,676)
          Common stock repurchases      (315)  (35,966)    (1,691)   (48,802)
          Proceeds from stock option
           exercises and other         6,821       752     21,957      9,409
          Net cash (used in) provided
           by financing activities   (78,422) (114,487)   253,857   (112,061)
          Increase (decrease) in cash
           and cash equivalents       43,526  (214,011)    23,711   (727,768)
          Cash and cash equivalents at
           beginning of period       560,264   417,647    580,079    931,404
          Cash and cash equivalents
           at end of period         $603,790  $203,636   $603,790   $203,636



    Humana Inc.

    Percentage of Ending Membership Under Capitation Arrangements

                                                                       Consol.
                                                                        Total
                Commercial Segment         Government Segment          Medical
               -------------------- ----------------------------------
                                                                 Total
                 Fully        Total Medicare  Medi-       TRICARE Seg-
               Insured  ASO Segment Advantage caid TRICARE  ASO  ment

    June 30, 2005

    Capitated HMO
     hospital
     system based
      A           2.7%     -    1.7%   7.6%   3.1%     -      -    1.3%   1.5%
    Capitated HMO
     physician
     group based
      A           2.4%     -    1.5%   4.9%  35.5%     -      -    5.0%   3.4%
    Risk-sharing
      B           2.5%     -    1.6%  46.1%  55.3%     -      -   12.6%   7.6%
    All other
     membership  92.4% 100.0%  95.2%  41.4%   6.1% 100.0% 100.0%  81.1%  87.5%

      Total     100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

    June 30, 2004

    Capitated HMO
     hospital
     system based
      A           4.2%     -    2.9%  10.5%   3.6%     -      -    1.6%   2.3%
    Capitated HMO
     physician
     group based
      A           2.9%     -    2.1%   1.2%  42.8%     -      -    5.9%   4.0%
    Risk-sharing
      B           3.3%     -    2.3%  56.7%  47.7%     -      -   12.4%   7.4%
    All other
     membership  89.6% 100.0%  92.7%  31.6%   5.9% 100.0% 100.0%  80.1%  86.3%

      Total     100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 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, 2005    December 31, 2004

    Balances at January 1                    $1,422,010           $1,272,156

    Acquisition                                  37,375               71,063

    Incurred related to:
          Current year                        5,745,101           10,763,105
          Prior years - non-TRICARE             (58,445)             (68,448)
          Prior years - TRICARE (1)             (44,414)             (25,010)
    Total incurred                            5,642,242           10,669,647

    Paid related to:
          Current year                       (4,298,404)          (9,504,331)
          Prior years                        (1,125,672)          (1,086,525)
    Total paid                               (5,424,076)         (10,590,856)

    Balances at end of period                $1,677,551           $1,422,010

     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)  Changes in estimates of TRICARE incurred claims for prior
     years recognized during 2004 and 2005 resulted primarily from claim
     costs and utilization levels developing favorably from the levels
     originally estimated for 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 Claim Reserves - Details and Statistics

    Medical and Other Expenses Payable Detail:
                                               June 30, March 31, December 31,
                                                 2005      2005       2004
     A  IBNR and other medical
         expenses payable                     $991,695   $962,681    $910,525
     B  TRICARE IBNR                           329,558    328,920     284,647
     C  TRICARE other medical
         expenses payable                       69,865     20,395       6,970
     D  Unprocessed claim
         inventories                           109,200    111,200     115,300
     E  Processed claim
         inventories                           128,204     92,030      97,801
     F  Payable to pharmacy benefit
         administrator                          49,029     30,824       6,767
          Total medical and other
           expenses payable                 $1,677,551 $1,546,050  $1,422,010


     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 from higher medical expenses due to the
         transition to the new South region contract.
     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:
    The receipt cycle time measures the average length of time between when a
    claim was initially incurred and when the claim form was received.  Below
    is a summary:

                                   Average Number of Days from Incurred Date
                                               to Receipt Date (1)

                                     2005      2004      Change   % Change

    1st Quarter Average              16.6      17.4       (0.8)    -4.6 %
    2nd Quarter Average              15.9      16.7       (0.8)    -4.8 %
    3rd Quarter Average                 -      16.9        N/A       N/A
    4th Quarter Average                 -      16.4        N/A       N/A
    Full Year Average                16.2      16.9       (0.7)    -4.1 %

    (1) Receipt cycle time data for our 3 largest claim processing platforms
        representing approximately 90% of our fully insured 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     Claim      Number
                    Valuation     Item      of Days
           Date       (000)      Counts     On Hand

      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
      9/30/2004      $122,300    453,300      4.4
     12/31/2004      $115,300    394,400      3.7
      3/31/2005      $111,200    393,200      3.6
      6/30/2005      $109,200    402,400      3.9



    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       Payable   Annual     %      Excluding    Annual     %
       Ended         (DCP)    Change   Change   Capitation   Change   Change

      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 %
      9/30/2004      51.8      4.6      9.7 %      59.1       4.6      8.4 %
     12/31/2004      49.5      3.3      7.1 %      54.8       1.6      3.0 %
      3/31/2005      50.5      3.1      6.5 %      56.1       1.8      3.3 %
      6/30/2005      52.8      5.4     11.4 %      58.6       4.5      8.3 %



    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:

                                                             2005     2004

    4th quarter-prior year                                   49.5     46.2
       Impact of change in claim receipt cycle time          (0.7)    (0.2)
       Impact of change in unprocessed claim inventories     (0.2)     0.2
       Impact of change in processed claim inventories        1.0      0.9
       Impact of changing TRICARE reserve balances            0.6      1.6
       Impact of change in pharmacy payment cutoff            1.4     (0.4)
       All other                                              1.2      1.2
    Year to date-current year                                52.8     49.5

SOURCE Humana Inc.

Regina Nethery, Investor Relations, +1-502-580-3644, or Rnethery@humana.com , or Tom Noland, Corporate Communications, +1-502-580-3674, or Tnoland@humana.com , both of Humana Inc.