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Humana Inc. Reports Financial Results for Third Quarter 2004 of $0.52 Diluted Earnings Per Common Share

Humana Inc. Reports Financial Results for Third Quarter 2004 of $0.52 Diluted Earnings Per Common Share

November 1, 2004 at 5:01 AM EST
View Press Release in PDF format
     - Diluted earnings per common share increased 37 percent

     - Government segment earnings up 32 percent; Commercial segment earnings
       up 49 percent

     - Year-to-date operating cash flows increased 167 percent

     - Earnings and cash flow guidance raised

LOUISVILLE, Ky., Nov. 1 /PRNewswire-FirstCall/ -- Humana Inc. (NYSE: HUM) today reported a 37 percent rise in diluted earnings per common share for the third quarter ended September 30, 2004 (3Q04), with $0.52 in diluted earnings per common share in 3Q04 compared to $0.38 for the third quarter ended September 30, 2003 (3Q03). Results for 3Q04 reflect the combination of several positive elements: solid performance by the company's Medicare business, a more profitable Commercial segment customer risk mix, the continuation of a smooth transition to the company's new TRICARE contract, TRICARE bid price adjustments coming in higher than expected, and on-going administrative cost discipline.

"Humana's diversification strategy is playing out very well, as evidenced by this quarter's results," said Michael B. McCallister, Humana's president and chief executive officer. "We've exceeded our previous expectations for this quarter as a result of higher contributions from our Government segment, while our Commercial segment continues to show great improvement over the prior year. Our broad portfolio of traditional and consumer-choice Commercial products and Medicare offerings, together with our TRICARE business, have created numerous earnings opportunities while mitigating risks associated with any one particular line of business."

Humana is raising its earnings guidance for 2004 to a range of $1.66 to $1.69 per diluted share and expects that momentum to continue into 2005 when the company forecasts diluted earnings per common share of between $1.90 and $1.95, with higher year-over-year earnings anticipated in each of its business segments.

Diluted earnings per common share for the nine months ended September 30, 2004 (the 2004 Period) increased 42 percent to $1.43 compared to $1.01 diluted earnings per common share for the nine months ended September 30, 2003 (the 2003 Period). This year-to-date increase in earnings includes higher contributions from each of the company's business segments. The 2003 Period includes $0.05 in net expenses per diluted share for the write-down in building and equipment, gain on the sale of a venture capital investment, and software abandonment charges.

Projected earnings for the full year 2004 include estimated fourth quarter diluted earnings per common share of $0.23 to $0.26. To further enhance the company's 2005 MedicareAdvantage sales prospects, it anticipates higher 4Q04 investment spending in the related sales support processes than previously planned.

As discussed in the company's second quarter 2004 earnings release dated July 26, 2004, 2004 unusual items are anticipated to offset each other. No related earnings impact on the full year is expected. The company's earnings guidance for 2005 does not include any unusual items.

Commercial Segment Results

Commercial segment pretax earnings rose 49 percent versus 3Q03 to $38.7 million in 3Q04, reflecting a more profitable business mix with the lapse of certain under-performing at-risk accounts and significant increases in self- funded and Individual-product members.

Pretax earnings for the 2004 Period in the Commercial segment of $114.7 million rose 7 percent compared to those for the 2003 Period, the combined effect of operating improvements from the previously discussed changes in Commercial membership, together with the beneficial effect of $5.4 million in unusual net pretax expenses in the 2003 Period.

The company continues to forecast Commercial segment pretax earnings of approximately $140 million for the full year 2004 and expects the related 2005 earnings to increase between 10 and 15 percent. The projected 2005 beneficial effect from the lapse of a large unprofitable account and growth in self- funded and Individual product membership is expected to be partially offset by reduced income associated with lower average membership in the 3-to-300 case size fully insured customers.

Commercial Segment Enrollment

Commercial segment medical membership of 3,315,200 at September 30, 2004 increased 9 percent from the prior year, driven by membership added through the April 2004 acquisition of Ochsner Health Plan as well as significant gains in the company's self-funded and Individual product lines. As expected, during 3Q04 certain under-performing accounts lapsed, with total membership in these accounts approximating 94,000 members. These non-renewals contributed to a net sequential decline in commercial medical membership of approximately 89,200.

Membership in the company's consumer-choice Smart plans increased to 241,400 at September 30, 2004, up 121 percent from a year ago and up 6,800 members versus June 30, 2004.

The company anticipates total Commercial medical enrollment growth for 2004 to approximate 220,000 to 230,000 members, including 152,600 members acquired through the April 2004 Ochsner Health Plan acquisition. Significant year-to-date membership gains in self-funded and Individual product lines are anticipated to be partially offset by continued attrition in the company's fully insured business lines due to the ongoing competitive environment within the 3-to-300 case size fully insured customers.

The company has received notice that it will not retain an 89,000-member fully insured account effective January 1, 2005. This account had not been profitable for the company during 2004. Excluding the impact of this one account, Humana is forecasting its commercial segment medical membership to be slightly higher in 2005 versus 2004.

Commercial Segment Premiums and Medical Costs

Premiums and administrative services fees for the Commercial segment increased 7 percent to $1.8 billion in 3Q04 compared to the prior year's quarter. For the 2004 Period, Commercial segment premiums and administrative services fees increased 8 percent to $5.4 billion versus $5.0 billion in the 2003 Period.

Commercial segment premiums for fully insured medical membership increased in the range of 6 to 8 percent on a per-member basis during 3Q04 compared to the same period in the prior year. This increase reflects the same changes in business mix discussed by the company in prior 2004 quarters (primarily a shift towards more Individual product membership).

The company anticipates its full year 2004 commercial premiums for fully insured membership to increase in the range of 6 to 8 percent on a per-member basis. This range includes the estimated impact of an increasing mix of fully insured membership in the company's Individual product, the premium for which lowers Humana's overall average per-member premium increase by approximately 150 to 200 basis points as this product has a correspondingly lower benefit than other fully insured Commercial medical products.

In 3Q04, the Commercial segment medical expense ratio (medical expenses divided by premium revenues) of 83.6 percent was 10 basis points lower than in 3Q03, despite the 2004 impact of the large unprofitable account, due in large part to the 3Q04 lapses of the underperforming accounts previously described. For the 2004 Period, the medical expense ratio of 83.9 percent increased 120 basis points year over year, due to a combination of the effect of this unprofitable account and strategically planned pricing actions.

Per-member medical costs for the Commercial fully insured business are now forecast to rise in the range of 6.5 percent to 8.5 percent, including the lowering effect of approximately 200 basis points from a higher mix of Individual membership year over year.

For 2005, increases in Commercial fully insured medical product per-member premiums and medical costs are both anticipated to be in the 6.5 to 8.5 percent range, including similar effects related to the Individual product as experienced in 2004.

Government Segment Results

Government segment pretax earnings increased 32 percent versus 3Q03 to $88.8 million in 3Q04. Results reflected the combination of lower medical and SG&A expense ratios for its Medicare products and higher earnings associated with TRICARE bid price adjustments accrued and collected in 3Q04.

For the 2004 Period, Government segment pretax earnings of $237.9 million increased 72 percent versus the 2003 Period driven by similar improved performance for its MedicareAdvantage products, changes in TRICARE quarterly earnings patterns, and the net negative impact upon the 2003 Period of $10.1 million in pretax expense for unusual items.

For 2005, the company expects a continuing increase in earnings in its Government segment, driven by increases in results from both Medicare and TRICARE operations.

TRICARE South Region Contract

On November 1, 2004, the company's subsidiary, Humana Military Healthcare Services, Inc., added approximately 1 million TRICARE members in Texas, Oklahoma, Arkansas, and Louisiana to its South Region contract with the Department of Defense. The addition of these members completes the membership transition associated with the implementation of this contract, which began on August 1, 2004.

Government Segment Enrollment

MedicareAdvantage membership continued to increase in 3Q04, totaling 371,300 at September 30, 2004, up 46,700 members year over year and up 3,400 members sequentially. The previously described Ochsner Health Plan transaction resulted in the addition of 33,100 MedicareAdvantage members.

The company expects total MedicareAdvantage membership growth (including the previously described acquisition) for 2004 to approximate 15 percent.

For 2005, investments in sales support processes, continued growth in the company's Medicare HMO products, expanded participation in the Private Fee for Service program and expected participation in local PPOs are together anticipated to result in year-over-year organic growth in MedicareAdvantage membership of approximately 10 to 15 percent.

TRICARE membership of 1,813,300 at September 30, 2004 declined by 990,000 members year over year. As expected, on July 1, 2004, approximately 1.1 million members transitioned to another contractor in connection with the new TRICARE contracts being implemented by the Department of Defense, resulting in the sequential decline in membership for the quarter.

As described above, on November 1, 2004, Humana added approximately 1 million TRICARE members as the final membership transition associated with its new South Region contract with the Department of Defense became effective, increasing total TRICARE membership to approximately 2.8 million.

The company anticipates its TRICARE membership to remain at this higher level through the end of 2004, with no material changes forecast for 2005.

Government Segment Premiums and Medical Costs

MedicareAdvantage premiums per member increased substantially year over year during 3Q04 as a result of changes enacted into law during 2003. Per- member premiums for the company's MedicareAdvantage business increased in the range of 12 to 14 percent during 3Q04 primarily driven by results of the company's efforts to ensure its premium allocations from the Centers for Medicare and Medicaid Services ("CMS") accurately reflect the risk profile of its membership.

Inclusive of the run-rate effect of the higher 3Q04 risk-adjustment premium, the company continues to anticipate MedicareAdvantage per-member premium increases to be in the range of 9 to 11 percent for the full year 2004, with a range of 5 to 7 percent forecast for 2005.

Increases in year-over-year MedicareAdvantage medical costs per member are forecast to be in the range of 9 to 11 percent for all of 2004, with a range of 5 to 7 percent anticipated for 2005.

TRICARE premiums and administrative services fees during 3Q04 of $405.0 million reflect the implementation of the new South Region contract with the Department of Defense, which included a reduction in the benefits and services previously provided, and thus, lower revenues. On a year-over-year basis, TRICARE premiums and administrative services fees declined approximately 38 percent in 3Q04 and increased less than 1 percent for the 2004 Period, as expected.

The company forecasts TRICARE premiums and administrative services fees for the full year 2004 will approximate $2.2 billion, including the effect of higher 3Q04 bid price adjustment premium.

Impact of Hurricanes

During 3Q04, the company's operations in Florida and Louisiana experienced an unusually strong hurricane season. However, the company estimates that aggregated medical expenses associated with claims for these regions were not significantly affected during the quarter. The company indicated that the expected reduction or deferral of planned elective procedures and physician office visits was offset by higher hospital admissions resulting from limited access to more efficient care during the temporary closure of physician offices and nursing homes.

Selling, General & Administrative Expenses

Continued discipline in operational spending resulted in a 30 basis point year-over-year decline in the company's consolidated Selling, General, & Administrative ("SG&A") ratio (SG&A expenses as a percent of premiums plus administrative services fees) of 14.6 percent for 3Q04.

Each of the segments also saw improvement in the SG&A ratio during 3Q04, with the Commercial segment's ratio declining by 30 basis points and the Government segment's ratio down by 40 basis points. For the 2004 Period, the year-over-year declines were even more substantial with the consolidated SG&A ratio of 14.5 percent declining 80 basis points, the combined effect of a 50 basis point decline in the Commercial segment SG&A ratio and a 110 basis point decline in the Government segment ratio.

For the full year 2004, the company expects its consolidated SG&A ratio to range between 14 and 15 percent, with a forecasted range of 16 to 17 percent for the Commercial segment and 11 to 12 percent for the Government segment. The company's 2005 consolidated SG&A ratio is projected to be in the range of 13.5 to 14.5 percent.

Cash Flows from Operations

Cash flows provided by operations for 3Q04 of $303.5 million compares favorably to cash flows provided by operations for 3Q03 of $69.7 million as the rise in net income combined with the timing of the collection of TRICARE bid price adjustment receivables in the current year versus the prior year more than offset the negative effect of timing associated with TRICARE members that transitioned to the new contract on August 1, 2004. For the 2004 Period, cash flows from operations increased over that for the prior year's period by 167 percent to $328.3 million.

For the full year 2004, cash flows from operations under generally accepted accounting principles ("GAAP") are anticipated to be in the range of $288 million to $338 million, an average increase of approximately $25 million from the company's cash flow guidance issued on September 30, 2004. This revised forecast includes the negative impact of $211.9 million related to the December 2003 receipt of the January 2004 MedicareAdvantage premium payment from CMS. The full year 2004 projected cash flows from operations also gives consideration to the negative effect of timing associated with TRICARE members that transitioned to the new contract on November 1, 2004.

During 3Q04 CMS published its 2005 monthly Medicare premium payment schedule, which included a change from its previous practice. As a result of this change, the payment originally scheduled to be made to health plans on Friday, December 31, 2004, has been changed to Monday, January 3, 2005, or one business day later, resulting in the anticipated receipt of only 11 monthly Medicare premium payments from CMS during 2004.

Non-GAAP Cash Flows from Operations

When reviewing and analyzing Humana's cash flow position, company management apportions the CMS premium payment in each month to match disbursements. To do otherwise distorts meaningful analysis of our operating cash flow. Therefore, decisions such as management's forecasting and business plans regarding cash flow use this non-GAAP financial measure.

For 3Q04 and 3Q03, the non-GAAP cash flows from operations were the same as the cash flows from operations under GAAP due to the timing of the premium payments received from CMS.

The following is a reconciliation of the most directly comparable historical and projected financial measures prepared in accordance with GAAP, to the historical and projected non-GAAP financial measures:


    ($ in millions)                                               Full Year
                         2004          2003                       2004 Number
                         Period        Period     Full Year 2004  of Monthly
                         Actual        Actual      Projected      CMS Receipts


    GAAP cash flows
    provided by
    operations           $ 328.3      $ 122.9     $ 288 to 338        11

    Timing of
    premium payment
    receipt from
    CMS                    211.9        205.8              212         1

    Non-GAAP cash
    flows provided
    by operations     $    540.2     $  328.7      $500 to 550        12


    Balance Sheet

The company's financial liquidity remained strong in 3Q04 with 56 percent of total assets in cash and investment securities at September 30, 2004 versus 55 percent at December 31, 2003.

Debt as a percent of total capitalization (debt plus stockholders' equity) of 23.8 percent was down 210 basis points from December 31, 2003 and 80 basis points sequentially.

Days in claims payable increased sequentially to 51.8 at September 30, 2004 from 47.4 days at June 30, 2004, primarily as a result of the temporary effect upon this statistic of the transition between TRICARE contracts. Components of Humana's medical claims reserves and historical trends in the related operational statistics are disclosed in detail in the statistics pages included with this earnings press release.

Share Repurchase Program

During 3Q04, the company acquired 782,500 of its common shares for an aggregate price of $13.6 million, or an average cost of $17.35 per share. During the 2004 Period, the company acquired 3,636,000 of its common shares for an aggregate price of $63.6 million, or an average cost of $17.49 per share. As of October 31, 2004 the company had approximately $36 million remaining on its currently authorized $100 million share repurchase program.

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.

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.

Cautionary Statement

This news release contains forward-looking statements. The forward- looking statements made in this earnings press 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-Qs for the quarters ended March 31, 2004 and June 30, 2004.

    About Humana

Humana Inc., headquartered in Louisville, Kentucky, is one of the nation's largest publicly traded health benefits companies, with approximately 7 million medical members located primarily in 15 states and Puerto Rico. 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 43-year history, Humana has consistently seized opportunities to meet changing customer needs.

Today, Humana is a leader in consumer engagement. Throughout its diversified customer portfolio, the company provides guidance that can both help lower costs and lead to a better health plan experience.

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

     - Annual report to stockholders;
     - Securities and Exchange Commission filings;
     - Most recent investor conference presentation;
     - Quarterly earnings press releases (including detailed description of
       unusual items, where applicable);
     - 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 interaction with
       institutional investors);
     - Corporate Governance Information.


    Humana Inc.
    In thousands
                                       September 30,                 Percent
    Ending Medical Membership        2004        2003   Difference    Change
    Commercial:
      Fully insured               2,296.4     2,324.6      (28.2)     (1.2)
      Administrative Services
       Only (ASO)                 1,018.8       711.8      307.0      43.1
    Total Commercial              3,315.2     3,036.4      278.8       9.2

    Government:
      MedicareAdvantage             371.3       324.6       46.7      14.4
      Medicaid                      475.8       460.8       15.0       3.3
      TRICARE                     1,138.6     1,746.3     (607.7)    (34.8)
      TRICARE ASO                   674.7     1,057.0     (382.3)    (36.2)
      Total TRICARE               1,813.3     2,803.3     (990.0)    (35.3)
    Total Government              2,660.4     3,588.7     (928.3)    (25.9)
      Total ending medical
       membership                 5,975.6     6,625.1     (649.5)     (9.8)


                                       September 30,                 Percent
    Ending Specialty Membership      2004        2003   Difference    Change
    Commercial:
    Dental-fully insured            808.4       753.0       55.4       7.4
    Dental-ASO                      419.4       362.7       56.7      15.6
    Total Dental                  1,227.8     1,115.7      112.1      10.0
    Group life                      469.2       504.4      (35.2)     (7.0)
    Short-term disability            17.3        19.0       (1.7)     (8.9)
    Total ending specialty
     membership                   1,714.3     1,639.1       75.2       4.6


                              Three months ended       Nine months ended
                                 September 30,            September 30,
    Premiums                    2004        2003        2004       2003
    Commercial:
      Fully insured medical $1,663,363  $1,567,284  $4,981,242  $4,655,856
      Specialty                 87,822      81,199     259,932     238,737
    Total Commercial         1,751,185   1,648,483   5,241,174   4,894,593

    Government:
      MedicareAdvantage        814,612     626,840   2,295,534   1,893,114
      TRICARE                  386,439     620,477   1,651,844   1,627,212
      Medicaid                 131,318     120,498     377,895     357,733
    Total Government         1,332,369   1,367,815   4,325,273   3,878,059
    Total premiums          $3,083,554  $3,016,298  $9,566,447  $8,772,652


                                   Three months ended    Nine months ended
                                        September 30,       September 30,
    Administrative services fees       2004      2003      2004       2003
    Commercial                      $41,324   $31,035  $123,788    $90,981
    Government                       18,513    35,949    95,632    108,807
    Total Administrative
     services fees                  $59,837   $66,984  $219,420   $199,788


    Humana Inc.
    Dollars in thousands, except per share results

                                Three months ended       Nine months ended
                                    September 30,           September 30,
    Consolidated Statements       2004        2003        2004        2003
     of Income

    Revenues:
      Premiums              $3,083,554  $3,016,298  $9,566,447  $8,772,652
      Administrative
       services fees            59,837      66,984     219,420     199,788
      Investment income         30,146      26,219     101,463      95,264
      Other income               2,736       2,264       7,370       5,735
        Total revenues       3,176,273   3,111,765   9,894,700   9,073,439
    Operating expenses:
      Medical                2,550,911   2,528,123   8,024,167   7,344,534
      Selling, general
       and administrative      460,171     458,381   1,416,695   1,371,196
      Depreciation              28,451      24,723      76,646      91,009
      Other intangible
       amortization              2,787       2,389       8,069       9,223
        Total operating
         expenses            3,042,320   3,013,616   9,525,577   8,815,962
    Income from operations     133,953      98,149     369,123     257,477
      Interest expense           6,480       4,737      16,524      12,473
    Income before income
     taxes                     127,473      93,412     352,599     245,004
      Provision for income
       taxes                    43,170      31,293     119,713      82,379
    Net income                 $84,303     $62,119    $232,886    $162,625

    Basic earnings per
     common share                $0.53       $0.39       $1.45       $1.03
    Diluted earnings per
     common share                $0.52       $0.38       $1.43       $1.01

    Shares used in computing
     basic earnings per common
     share (000's)             159,308     159,454     160,697     158,202
    Shares used in computing
     diluted earnings per
     common share (000's)      160,997     162,549     162,564     161,384

    Operating Results by
     Segment
    Pretax income
      Commercial               $38,706     $25,952    $114,704    $106,948
      Government                88,767      67,460     237,895     138,056
        Consolidated          $127,473     $93,412    $352,599    $245,004

    Key Ratios
    Medical expense ratio
      Commercial                 83.6%       83.7%       83.9%       82.7%
      Government                 81.6%       84.0%       83.8%       85.0%
        Consolidated             82.7%       83.8%       83.9%       83.7%

    Selling, general, and
     administrative expense
     ratio
      Commercial                 16.3%       16.6%       16.3%       16.8%
      Government                 12.5%       12.9%       12.3%       13.4%
         Consolidated            14.6%       14.9%       14.5%       15.3%


    Humana Inc.
    Dollars in thousands, except per share results

                                     September 30,  June 30,  December 31,
    Consolidated Balance Sheets            2004        2004       2003

    Assets
    Current assets:
      Cash and cash equivalents         $375,090    $203,636    $931,404
      Investment securities            2,332,522   2,322,282   1,676,642
      Receivables, net:
        Premiums                         405,067     528,078     452,404
        Administrative services fees      19,803      15,608      13,583
      Other                              273,240     334,319     247,298

        Total current assets           3,405,722   3,403,923   3,321,331

    Property and equipment, net          390,735     392,956     416,472

    Other assets:
      Long-term investment securities    333,796     323,667     319,167
      Goodwill                           859,734     813,399     776,874
      Other                              421,623     408,964     459,479

        Total other assets             1,615,153   1,546,030   1,555,520

      Total assets                    $5,411,610  $5,342,909  $5,293,323

    Liabilities and Stockholders'
     Equity
    Current liabilities:
      Medical and other expenses
       payable                        $1,436,135  $1,454,225  $1,272,156
      Trade accounts payable and
       accrued expenses                  504,892     499,978     440,340
      Book overdraft                     116,106     172,062     219,054
      Unearned revenues                  132,659     109,066     333,071

        Total current liabilities      2,189,792   2,235,331   2,264,621

      Long-term debt                     630,912     623,677     642,638
      Other long-term liabilities        568,911     570,518     550,115

        Total liabilities              3,389,615   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;
       175,062,193 shares issued at
       September 30, 2004                 29,177      29,106      28,984
      Capital in excess of par value     994,975     987,495     974,975
      Retained earnings                1,182,697   1,098,394     949,811
      Accumulated other comprehensive
       income                             13,797     (16,756)     16,909
      Unearned stock compensation           (203)         (9)       (754)
      Treasury stock, at cost,
       15,689,251 shares at
       September 30, 2004               (198,448)   (184,847)   (133,976)

        Total stockholders' equity     2,021,995   1,913,383   1,835,949

      Total liabilities and
       stockholders' equity           $5,411,610  $5,342,909  $5,293,323

    Debt to total capitalization ratio     23.8%       24.6%       25.9%


    Humana Inc.
    Dollars in thousands
                                Three months ended       Nine months ended
    Consolidated Statements         September 30,           September 30,
    of Cash Flows                 2004        2003        2004        2003

    Cash flows from operating
     activities
      Net income               $84,303     $62,119    $232,886    $162,625
      Adjustments to reconcile
       net income to net cash
       provided by operating
       activities:
        Writedown of property
         and equipment               -           -           -      17,233
        Depreciation and
         amortization           31,238      27,112      84,715     100,232
        Provision for deferred
         income taxes           (2,419)     19,159      27,545      30,213
        Changes in operating
         assets and liabilities,
         net of effect of
         business acquired:
          Receivables          122,227     (29,717)    106,709      13,516
          Other assets           5,108       2,195     (18,776)     42,435
          Medical and other
           expenses payable    (18,090)      9,202      92,916     154,435
          Other liabilities     58,850     (25,830)     26,675    (151,363)
          Unearned revenues     23,593       7,716    (204,426)   (227,596)
        Other                   (1,341)     (2,302)    (19,920)    (18,810)
        Net cash provided by
         operating activities  303,469      69,654     328,324     122,920


    Cash flows from investing
     activities
      Acquisition, net of
       cash and cash
       equivalents acquired    (47,237)          -    (115,972)          -
      Purchases of property
       and equipment           (24,854)    (22,013)    (72,900)    (64,980)
      Proceeds from sales
       of property and
       equipment                   244       1,993      28,972       2,483
      Purchases of
       investment
       securities           (1,373,585) (1,398,118) (3,614,781) (3,659,394)
      Proceeds from
       maturities of
       investment securities   494,088     200,535     840,275     585,461
      Proceeds from sales
       of investment
       securities              887,029     871,272   2,203,853   2,768,446
      Net cash used in
       investing activities    (64,315)   (346,331)   (730,553)   (367,984)

    Cash flows from financing
     activities
      Change in book
       overdraft               (55,956)    139,215   (102,948)     123,869
      Proceeds from issuance
       of senior notes               -     299,139           -     299,139
      Net commercial paper
       conduit repayments            -    (265,000)          -    (265,000)
      Proceeds from swap
       exchange                      -           -           -      31,556
      Common stock
       repurchases             (15,670)    (23,127)    (64,472)    (44,147)
      Proceeds from stock
       option exercises and
       other                     3,926       7,345      13,335      14,127
      Net cash (used in)
       provided by financing
       activities              (67,700)    157,572    (154,085)    159,544

      Increase (decrease) in
       cash and cash
       equivalents             171,454    (119,105)   (556,314)    (85,520)
      Cash and cash
       equivalents at
       beginning of period     203,636     754,942     931,404     721,357
      Cash and cash
       equivalents at end of
       period                 $375,090    $635,837    $375,090    $635,837


    Humana Inc.
    Percentage of Ending Membership Under Capitation Arrangements

                                                 Commercial Segment
                                             Fully                  Total
                                           Insured        ASO     Segment
    September 30, 2004
    Capitated HMO hospital system based (A)   3.2%          -        2.2%
    Capitated HMO physician group based (A)   2.5%          -        1.7%
    Risk-sharing (B)                          2.5%          -        1.7%
    All other membership                     91.8%     100.0%       94.4%
      Total                                 100.0%     100.0%      100.0%

    September 30, 2003
    Capitated HMO hospital system based (A)   5.6%          -        4.3%
    Capitated HMO physician group based (A)   3.3%          -        2.5%
    Risk-sharing (B)                          2.7%          -        2.1%
    All other membership                     88.4%     100.0%       91.1%
      Total                                 100.0%     100.0%      100.0%


    Humana Inc.
    Percentage of Ending Membership Under Capitation Arrangements

                                           Government Segment
                               Medicare                     TRICARE    Total
                              Advantage  Medicaid  TRICARE      ASO  Segment
    September 30, 2004
    Capitated HMO hospital
     system based (A)             10.3%      3.5%        -        -     2.1%
    Capitated HMO physician
     group based (A)               1.2%     41.7%        -        -     7.6%
    Risk-sharing (B)              55.9%     47.3%        -        -    16.3%
    All other membership          32.6%      7.5%   100.0%   100.0%    74.0%
      Total                      100.0%    100.0%   100.0%   100.0%   100.0%

    September 30, 2003
    Capitated HMO hospital
     system based (A)             12.2%      2.9%        -        -     1.5%
    Capitated HMO physician
     group based (A)               1.8%     47.2%        -        -     6.2%
    Risk-sharing (B)              48.7%     44.0%        -        -    10.0%
    All other membership          37.3%      5.9%   100.0%   100.0%    82.3%
      Total                      100.0%    100.0%   100.0%   100.0%   100.0%


    Humana Inc.
    Percentage of Ending Membership Under Capitation Arrangements

                                           Consol. Total Medical
    September 30, 2004
    Capitated HMO hospital system based (A)         2.1%
    Capitated HMO physician group based (A)         4.3%
    Risk-sharing (B)                                8.2%
    All other membership                           85.4%
      Total                                       100.0%

    September 30, 2003
    Capitated HMO hospital system based (A)         2.8%
    Capitated HMO physician group based (A)         4.5%
    Risk-sharing (B)                                6.4%
    All other membership                           86.3%
      Total                                       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 Nine         For the Twelve
                                     Months Ended          Months Ended
                                  September 30, 2004     December 31, 2003

    Balances at January 1              $1,272,156            $1,142,131

    Acquisition                            71,063                     -

    Incurred related to:
      Current year                      8,111,613             9,955,491
      Prior years - non-TRICARE (1)       (62,545)              (33,432)
    Prior years - TRICARE (2)             (24,901)              (42,638)
    Total incurred                      8,024,167             9,879,421

    Paid related to:
      Current year                     (6,848,598)           (8,710,393)
      Prior years                      (1,082,653)           (1,039,003)
    Total paid                         (7,931,251)           (9,749,396)

    Balances at end of period          $1,436,135            $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 $29.1 million increase in non-TRICARE favorable development from
         $33.4 million to $62.5 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 Claim Reserves - Details and Statistics

    Medical and Other Expenses Payable Detail:
                                                    September 30, December 31,
                                                           2004          2003

     (A)  IBNR and other medical expenses payable        $945,972     $767,712
     (B)  TRICARE IBNR                                    238,474      267,146
     (C)  TRICARE other medical expenses payable           16,923       37,849
     (D)  Unprocessed claim inventories                   122,300      109,700
     (E)  Processed claim inventories                      79,895       74,262
     (F)  Payable to pharmacy benefit administrator        32,571       15,487
            Total medical and other expenses payable   $1,436,135   $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 decreased because of lower 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)

                                         2004      2003    Change  % Change
    1st Quarter Average                  17.4      17.1       0.3      1.8%
    2nd Quarter Average                  16.7      16.7         -      0.0%
    3rd Quarter Average                  16.9      16.6       0.3      1.8%
    4th Quarter Average                     -      16.6       N/A       N/A
    Full Year Average                    17.0      16.7       0.3      1.8%

     (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
     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
     9/30/2004                  $122,300      453,300        4.4

    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                            DCP
    Quarter        in Claims   Annual             Excluding  Annual
    Ended        Payable (DCP) Change  % Change  Capitation  Change  % Change
     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%
     9/30/2004         51.8     4.6       9.7%       59.1      4.6      8.4%

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         0.6           (0.5)
      Impact of change in unprocessed claim inventories    0.4            0.6
      Impact of change in processed claim inventories      0.3           (1.1)
      Impact of changing TRICARE reserve balances          2.6            2.0
      Impact of change in pharmacy payment cutoff          0.5           (1.0)
      All other                                            1.2            1.0
    Year to date-current year                             51.8           46.2
SOURCE  Humana Inc.
    -0-                             11/01/2004
    /CONTACT: Regina Nethery, Humana Investor Relations, +1-502-580-3644, or
Rnethery@humana.com , or Tom Noland, Humana Corporate Communications,
+1-502-580-3674, or Tnoland@humana.com , all of Humana Inc./
    /Photo:  http://www.newscom.com/cgi-bin/prnh/20030425/HUMANALOGO
             AP Archive:  http://photoarchive.ap.org
             PRN Photo Desk, photodesk@prnewswire.com /
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    /Web site:  http://www.humana.com /
    (HUM)

CO:  Humana Inc.
ST:  Kentucky
IN:  HEA INS
SU:  ERN ERP

KM-JK 
-- CLM019 --
8843 11/01/2004 05:00 EST http://www.prnewswire.com