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Humana Inc. Reports Financial Results for Third Quarter and First Nine Months of 2005

Humana Inc. Reports Financial Results for Third Quarter and First Nine Months of 2005

October 31, 2005 at 5:01 AM EST
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  • 2005 EPS guidance reaffirmed excluding litigation settlement and hurricane impact

  • Medicare membership surpasses 500,000

  • 2006 EPS guidance reaffirmed

LOUISVILLE, Ky., Oct. 31 /PRNewswire-FirstCall/ -- Humana Inc. (NYSE: HUM) today reported $0.30 in diluted earnings per common share (EPS) for the quarter ended September 30, 2005 (3Q05) compared to EPS of $0.52 for the quarter ended September 30, 2004 (3Q04). Results for 3Q05 include $0.27 per share in expenses resulting from the settlement of the company's multi- district class action litigation and $0.03 per share for expenses associated with Hurricane Katrina. Excluding these expenses, non-GAAP 3Q05 results of $0.60 per share increased 15 percent over the prior year's quarter.

"Humana's third quarter produced robust expansion of our current Medicare membership with on-track performance in our higher-margin areas of commercial focus - ASO, individual and consumer plans," said Michael B. McCallister, president and chief executive officer of Humana. "The third quarter also produced significant progress in our preparations for the unprecedented Medicare opportunity in 2006 and 2007."

The company's previous EPS guidance for the year ending December 31, 2005 (FY05) of $2.23 to $2.25 has been updated to include expenses of $0.37 per share for the 3Q05 litigation settlement and costs associated with Hurricane Katrina during the second half of the year. Accordingly, the company now anticipates FY05 EPS in the range of $1.86 to $1.88.

The company continues to expect EPS for the year ending December 31, 2006 (FY06) of at least $2.70, which includes approximately $0.10 per share resulting from expensing stock options in connection with new accounting rules to be implemented on January 1, 2006. The company anticipates restating FY05 during 2006 to facilitate comparability for this accounting change. The estimated options expense restatement impact on FY05 EPS is expected to be approximately $0.08 per share.

Compared to our estimate of FY05 EPS of $1.86 to $1.88, this FY06 earnings guidance represents an increase in EPS in excess of 40 percent. Compared to our non-GAAP estimate of FY05 EPS of $2.09 to $2.11, and adjusting for the estimated $0.08 per share impact on FY05 for stock options accounting, this FY06 guidance represents an increase in non-GAAP EPS of over 30 percent.

This news release includes reconciliations of GAAP to non-GAAP financial measures on both a historical and projected basis as well as management's explanation for the use of non-GAAP financial metrics. See the "GAAP to non- GAAP Reconciliations" section within this news release.

Settlement of Class Action Litigation

On October 18, 2005, the company announced it had reached an agreement to settle a nationwide class action suit that has been pending in U.S. District Court in Miami for more than six years. The agreement has received preliminary approval from U.S. District Judge Federico Moreno, with final approval anticipated in the first quarter of 2006.

Pursuant to the settlement, Humana has agreed to pay $40 million to the plaintiffs. In addition, the company has agreed to pay up to $18 million in legal fees to be determined by the court. Humana's 3Q05 financial results include pretax expenses of $71.9 million ($44.8 million after tax or $0.27 per share) in connection with the settlement and other related litigation costs.

Hurricane Katrina

During the third quarter of 2005, certain of Humana's operations were affected by the impact of Hurricane Katrina. Given the unusually harsh circumstances associated with this storm, it is also anticipated to impact results for the fourth quarter of 2005. Expenses related to Hurricane Katrina primarily stem from the company's efforts, in close cooperation with Departments of Insurance in the affected states, to help our members by offering participating-provider benefits at non-participating providers, paying claims for members who are unable at this time to meet their premium obligations and similar measures.

The company recorded $6.7 million in pretax expenses ($4.2 million after taxes or $0.03 per share) in hurricane-related medical and administrative costs during 3Q05 and anticipates recording an additional approximately $20 million pretax (approximately $12.5 million after taxes or $0.07 per share) in the fourth quarter of 2005. Expenses related to Hurricane Katrina are not expected to significantly impact results for FY06.

Consolidated Results Summary

The Company has included certain non-GAAP financial measures in its summary of financial results below. See the "GAAP to non-GAAP Reconciliations" section of this news release.

    EPS:
     - 3Q05 EPS of $0.30 compares to $0.52 for 3Q04.  Excluding the $0.30 in
       litigation and hurricane-related expenses during 3Q05, non-GAAP results
       for the quarter of $0.60 per share increased $0.08 or 15 percent,
       primarily driven by increases in Medicare membership and improved
       Medicare underwriting results.
     - 3Q05 EPS varied from the company's prior expectations due to the
       receipt of Medicare risk adjustment payments originally anticipated
       during the fourth quarter and an acceleration in the timing of Medicare
       investment spending.
     - EPS for the nine months ended September 30, 2005 (YTD05) of $1.48
       compares to $1.43 in EPS for the nine months ended September 30, 2004
       (YTD04).  Excluding the expenses of $0.30 per share in litigation and
       hurricane expenses during 3Q05 and the $0.14 per share tax benefit from
       the realization of a gain contingency in the first quarter 2005, non-
       GAAP per share results of $1.64 per share increased $0.21 or 15
       percent.  Improved earnings from the company's Government Segment drove
       the increase.
     - The company now anticipates EPS for the quarter ending December 31,
       2005 (4Q05) to be in the range of $0.38 to $0.40.  Excluding
       anticipated expenses of approximately $0.07 per share related to
       Hurricane Katrina, the company's 4Q05 non-GAAP estimate would range
       from $0.45 to $0.47 per share.  Additional factors affecting the
       updated EPS projection for 4Q05 include (1) a change in the timing
       between 3Q05 and 4Q05 for both the receipt of Medicare risk adjustment
       revenue and Medicare investment spending, (2) revised expectations for
       Commercial Segment performance, and (3) updated projections for
       Government Segment earnings.

    Other components of earnings:
     - 3Q05 consolidated revenues rose 20 percent to $3.82 billion from $3.18
       billion in 3Q04, with total premium and administrative services fees
       also up 20 percent compared to the prior year's quarter.
     - YTD05 consolidated revenues were up 9 percent to $10.76 billion versus
       $9.89 billion for YTD04.  Continued increases in membership in the
       company's higher-premium Medicare plans more than offset reduced
       revenues from its Commercial Segment membership.
     - The company's medical expense ratio (medical expenses as a percent of
       premium revenue or MER) of 83.4 percent increased 70 basis points from
       an MER of 82.7 in 3Q04. Excluding the 20 basis point increase to the
       MER associated with the hurricane, the related consolidated non-GAAP
       ratio of 83.2 percent rose 50 basis points - the combined effect of an
       unusually low MER in 3Q04 associated with the TRICARE contract
       transition during that period and less favorable results for the
       Commercial Segment.
     - The company's consolidated selling, general, & administrative (SG&A)
       expense ratio (SG&A expenses as a percent of premiums plus
       administrative services fees or SG&A expense ratio) increased to 16.2
       percent for 3Q05 from 14.6 percent in 3Q04.  Excluding litigation and
       hurricane expenses during 3Q05, the related non-GAAP ratio of 14.2
       percent declined 40 basis points from 3Q04 as operational leverage from
       higher Medicare membership more than offset expenses during 3Q05 to
       prepare for 2006 Medicare opportunities.

    Government Segment Results Summary

The Company has included certain non-GAAP financial measures in its summary of pretax financial results below. See the "GAAP to non-GAAP Reconciliations" section of this news release.

    Pretax results:
     - Government Segment pretax earnings were $89.5 million in 3Q05 compared
       to $88.8 million in 3Q04.  Excluding $34.9 million of litigation and
       hurricane expenses in 3Q05, non-GAAP pretax income for the segment of
       $124.4 million improved year over year by $35.6 million or 40 percent
       as a result of higher Medicare membership and the resulting operational
       leverage.

    Enrollment:
     - Medicare Advantage membership reached 503,100 at September 30, 2005, an
       increase of 131,800 (35 percent) from September 30, 2004 and 28,800 (6
       percent) from June 30, 2005.  The company's expanded participation in
       various Medicare programs and markets during the quarter combined with
       the company's increased marketing efforts for these programs led to the
       higher membership level.
     - Medicare Advantage geographic expansions are anticipated to continue to
       contribute to organic enrollment growth, with projected membership in
       the range of 540,000 to 550,000 by the end of FY05.
     - As expected, TRICARE membership of 2,874,400 at September 30, 2005 was
       essentially unchanged from June 30, 2005.  The company also anticipates
       no material change in TRICARE membership for the remainder of 2005.

    Revenues:
     - Medicare Advantage premiums of $1.30 billion in 3Q05 increased 59
       percent compared to $814.6 million in 3Q04, the result of substantially
       higher enrollment and increases in per-member premiums.
     - Medicare Advantage premiums per member increased 20 percent year over
       year during 3Q05 due primarily to higher per-member standard
       reimbursement rates from the government, the company's diligence in
       demonstrating the risk profile of its membership and the acquisition of
       CarePlus Health Plans of Florida in February 2005.  Per-member premiums
       for FY05 are now projected to increase in the range of 12 to 14
       percent.
     - TRICARE premiums and administrative services fees during 3Q05 of $667.8
       million reflect a full quarter under the South Region contract.
       Related revenues for the prior year's quarter of $405.0 million
       reflected the contract transition taking effect during that period.
     - 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.

    Medical Expenses:
     - The Government Segment MER increased 90 basis points to 82.5 percent in
       3Q05 compared to 81.6 percent in the prior year's quarter, driven by an
       unusually low MER in 3Q04 associated with TRICARE contract transition
       timing.
     - Medicare Advantage medical costs per member continue to be expected to
       increase in the range of 9 to 11 percent for FY05.

    SG&A Expenses:
     - The Government Segment's SG&A expense ratio for 3Q05 of 13.2 percent
       was 70 basis points higher than that for 3Q04 of 12.5 percent.
       Excluding expenses related to the litigation settlement and Hurricane
       Katrina, the related non-GAAP ratio of 11.5 percent declined 100 basis
       points, as planned expenses to prepare for 2006 Medicare opportunities
       were more than offset by operational leverage associated with higher
       Medicare membership.

    Commercial Segment Results Summary

The Company has included certain non-GAAP financial measures in its summary of pretax financial results below. See the "GAAP to non-GAAP Reconciliations" section of this news release.

    Pretax results:
     - Results for the Commercial Segment during 3Q05 reflect a pretax loss of
       $18.1 million compared to pretax income of $38.7 million in 3Q04.
       Excluding $43.7 million of litigation and hurricane expenses in 3Q05,
       non-GAAP pretax income for the segment of $25.6 million declined $13.1
       million compared to 3Q04.  Commercial segment operating earnings were
       negatively affected year over year by continued medical membership
       attrition driven by the pricing environment in the 2 to 300 case-size
       accounts and an increase in the segment's MER.

     Enrollment:
     - Commercial Segment medical membership of 3,177,900 at September 30,
       2005 decreased approximately 1 percent or 21,800 from June 30, 2005,
       driven by a decrease in fully-insured accounts.
     - The company's HumanaOne product demonstrated continued growth during
       3Q05, increasing individual medical membership by 6 percent
       sequentially with a year-to-date growth rate of 21 percent.  As
       expected, September 30, 2005 ASO membership of 1,170,500 and consumer-
       choice membership of 350,600 were essentially unchanged from June 30,
       2005.  On a year-to-date basis, ASO membership grew 15 percent while
       consumer-choice membership increased 43 percent.

    Revenues:
     - Premiums and administrative services fees for the Commercial Segment
       decreased 7 percent to $1.67 billion in 3Q05 compared to $1.79 billion
       in the prior year's quarter, as an increase in administrative services
       fees resulting from a 15 percent increase in ASO membership were more
       than offset by lower premiums due to declines in at-risk enrollment.
     - Commercial Segment medical premiums for fully insured groups increased
       approximately 7 percent on a per-member basis during 3Q05. The company
       anticipates FY05 commercial premiums for fully insured group membership
       to increase in the range of 7 to 9 percent on a per-member basis.

    Medical Expenses:
     - In 3Q05, the Commercial Segment MER of 84.4 percent was 80 basis points
       higher than the 3Q04 MER of 83.6 percent.  Excluding the 30 basis point
       increase in the MER from Hurricane Katrina, the related non-GAAP ratio
       of 84.1 percent rose 50 basis points reflecting higher inpatient
       utilization trends in its commercial portfolio.
     - Per-member medical costs for commercial fully insured group accounts
       are now forecasted to rise in the range of 7 to 9 percent for FY05.

    SG&A Expenses:
     - The Commercial Segment SG&A expense ratio of 20.0 percent for 3Q05
       compares to 16.3 percent in 3Q04.  Excluding litigation and hurricane-
       related expenses, the related non-GAAP ratio of 17.7 percent increased
       140 basis points, the result of lower average fully-insured medical
       enrollment and a significantly higher percentage of ASO business in
       3Q05 than in the prior year.

    Cash Flows from Operations

Cash flows provided by operations for 3Q05 of $591.0 million compared to $303.5 million cash flows provided by operations in 3Q04. The company also evaluates operating cash flows on a non-GAAP basis, as described in the "GAAP to non-GAAP Reconciliations" section of this news release.

Non-GAAP cash flows provided by operations declined to $206.3 million in 3Q05 from $303.5 million in 3Q04 due to the collection of substantial TRICARE bid price adjustment receivables in 3Q04.

The company continues to anticipate that cash flows from operations for FY05 will be in the range of $625 million to $675 million driven by expected higher earnings.

Balance Sheet

At September 30, 2005, cash and investment securities comprised 52 percent of the company's total assets compared to 51 percent at June 30, 2005. Debt as a percent of total capitalization (debt plus stockholders' equity) decreased 670 basis points to 20.8 percent from 27.5 percent at June 30, 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-Qs for the quarters ended March 31, 2005 and June 30, 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



    GAAP Earnings
    Guidance Points

    Humana Inc. - GAAP Earnings Guidance Points
    For the year ending December 31, 2005
    As of October 31, 2005
    The Company also projects certain non-GAAP financial measures. See the
    "GAAP to non-GAAP Reconciliations" section of this news release.


    Diluted earnings per      4Q05: $0.38 to $0.40, including $0.07 per share
     common share             related to Hurricane Katrina
                              Full Year: $1.86 to $1.88, including $0.27 per
                              share for litigation settlement and related
                              expenses, $0.14 per share income from the
                              realization of a tax gain contingency
                              benefit, and $0.10 per share for Hurricane
                              Katrina expenses

    Revenues                  Consolidated: Approximately $14.5 billion
                              Medicare: $4.5 billion to $4.7 billion
                              TRICARE: Approximately $2.5 billion

    Year-end medical          Medicare: 540,000 to 550,000
     membership               Commercial: Down 1% to 2% excluding loss of
                              89,000 member account in January 2005 and
                              losses associated with Hurricane Katrina
                              Medicaid:  Decline of approximately 20,000 from
                              prior year

                              TRICARE: No material change from prior year
    Medical underwriting      Medicare: Premium yields 12% to 14%; medical
     trends                   cost trends 9% to 11%
                              Commercial - group accounts: Premium yields 7%
                              to 9%;
                              medical cost trends 7% to 9%

    Selling, general &        Consolidated: SG&A expense ratio of
     administrative           approximately 15% (including 50 basis points
     expenses                 related to litigation and hurricane expenses)
                              Government segment: Includes approximately $80
                              million of Medicare Advantage investment
                              spending

    Commercial Segment        Approximately $58 million to $68 million
     pretax income            (including approximately $62 million in
                              litigation and hurricane related expenses)

    Cash flows from           $625 million to $675 million
     operations

    Capital expenditures      $155 million to $165 million

    Effective tax rate        Full year: 27% to 28%
                              4Q05: 34% to 36%

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



    Humana Inc. - GAAP Earnings Guidance Points
    For the year ending December 31, 2006
    As of October 31, 2005

    Diluted earnings per common     At least $2.70, including approximately
     share                          $0.10 per share in stock options
                                    expense

    Revenues                        Consolidated: Over $20 billion
                                    Medicare - MA:  $8.5 billion to $10.2
                                    billion
                                    Medicare - PDP:  $1.7 billion to $2.5
                                    billion
                                    Commercial:  $6.5 billion to $7.0
                                    billion

                                    TRICARE:  $2.5 billion to $2.9 billion
    Year-end medical membership     Medicare - MA: 900,000 to 1.1 million
                                    Medicare - PDP: 1.7 million to 2.2
                                    million
                                    Commercial: No material change from
                                    prior year
                                    TRICARE: No material change from prior
                                    year
                                    Medicaid:  No material change from prior
                                    year

    Medical underwriting trends     Medicare: Premium yields in line with
                                    medical cost trends
                                    Commercial - group accounts: Premium
                                    yields in line with medical cost
                                    trends; medical cost trends in line
                                    with those for FY05

    Selling, general &              Consolidated: SG&A expense ratio of 12%
     administrative expenses        to 13%

    Pretax margin percentages       Medicare - MA: low to mid single digits
                                    Medicare - PDP:  low single digits
                                    Commercial:  Approximately 2%
                                    TRICARE: Approximately 3% to 4%

    Cash flows from operations      $725 million to $800 million, including
                                    payments related to the 3Q05
                                    litigation settlement

    Effective tax rate              Approximately 35% to 37%

    Weighted average shares         Approximately 168 million
     outstanding used to compute
     diluted earnings per common
     share

                               GAAP to non-GAAP
                               Reconciliations


    Humana Inc.
    GAAP to non-GAAP Reconciliations

The company has included certain financial measures that are not in accordance with Generally Accepted Accounting Principles (GAAP) in its summary of financial results and earnings projections within this news release. These non-GAAP financial measures exclude the settlement of a multi-district class action lawsuit and the financial effect of Hurricane Katrina, both of which occurred during 3Q05, as well as the recognition of a Federal income tax gain contingency during the first quarter of 2005. The company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful to both management and its investors in analyzing the company's ongoing business and operating performance. Internally, management uses this non-GAAP information as an indicator of business performance, as well as for operational planning and decision making purposes. Non-GAAP financial measures should be considered in addition to, but not a substitute for, or superior to, financial measures prepared in accordance with GAAP. Reconciliations of the related GAAP to non-GAAP financial measures are included below.


    FY05 EPS Guidance                     GAAP     Adjustments   Non-GAAP

    Previous FY05 Guidance               $2.23 -    ($0.14)(a)  $2.09 -
                                          $2.25                  $2.11

    3Q05 update:
     Class action litigation
      settlement                          (0.27)       0.27       0.00

     Hurricane Katrina:
      3Q05 impact                         (0.03)       0.03       0.00
      4Q05 impact                         (0.07)       0.07       0.00
      FY05 Hurricane Katrina impact       (0.10)       0.10       0.00

      Subtotal 3Q05 changes               (0.37)       0.37       0.00

    Current FY05 Guidance                $1.86 -       $0.23    $2.09 -
                                          $1.88                  $2.11



                                          Adjustments

                                       Litigation   Hurricane
                               GAAP     settlement   Katrina    Non-GAAP

                             $0.38 -                           $0.45 -
    4Q05 EPS Guidance          $0.40      $0.00       $0.07      $0.47

    FY05 Commercial Segment  $58 million    $38       $24       $120 million
    Pretax Income Guidance  to $68 million  million   million   to 130 million

    (a) Realization of tax gain contingency in the first quarter of 2005.



    Humana Inc.
    Dollars in thousands, except per share results
    GAAP to non-GAAP Reconciliations (continued)

    For the three months ended September 30, 2005


                                      Pretax              Consolidated
                                                Consoli-    Net of     Diluted
                         Commercial  Government  dated      Taxes       EPS

    GAAP income (loss)    ($18,053)   $89,557   $71,504     $49,944    $0.30

    Adjustments to medical
    expense:
      Hurricane Katrina      4,543        256     4,799       2,995     0.02

    Adjustments to SG&A
     expense:
      Class action litigation
       settlement           38,490     33,360    71,850      44,834     0.27
      Hurricane Katrina        627      1,273     1,900       1,186     0.01
        Total SG&A expense
         adjustments        39,117     34,633    73,750      46,020     0.28

        Total reconciling
         items              43,660     34,889    78,549      49,015     0.30

    Non-GAAP income        $25,607   $124,446  $150,053     $98,959    $0.60

    GAAP Medical Expense
     Ratio                   84.4 %     82.5 %    83.4 %
      Impact of GAAP to
       non-GAAP
       reconciling items     -0.3 %      0.0 %    -0.2 %
    Non-GAAP Medical
     Expense Ratio           84.1 %     82.5 %    83.2 %

    GAAP SG&A Expense Ratio  20.0 %     13.2 %    16.2 %
      Impact of GAAP to
       non-GAAP reconciling
       items                 -2.3 %     -1.7 %    -2.0 %

    Non-GAAP SG&A Expense
     Ratio                   17.7 %     11.5 %    14.2 %


    For the nine months ended September 30, 2005


                                      Pretax             Consolidated
                                                Consoli-    Net of     Diluted
                         Commercial  Government  dated      Taxes       EPS

    GAAP income            $56,625   $265,873  $322,498    $243,876    $1.48

    Adjustments to medical
     expense:
      Hurricane Katrina      4,543        256     4,799       2,995     0.02

    Adjustments to SG&A
     expense:
      Class action litigation
      settlement            38,490     33,360    71,850      44,834     0.27
      Hurricane Katrina        627      1,273     1,900       1,186     0.01
        Total SG&A expense
         adjustments        39,117     34,633    73,750      46,020     0.28

    Adjustments to income
     taxes:
      Realization of tax gain
       contingency                                          (22,800)   (0.14)

        Total reconciling
         items              43,660     34,889    78,549      26,215     0.16


    Non-GAAP income       $100,285   $300,762  $401,047    $270,091    $1.64

    GAAP Medical Expense
     Ratio                   83.5 %     83.7 %    83.6 %
       Impact of GAAP to
        non-GAAP
        reconciling items    -0.1 %      0.0 %     0.0 %
    Non-GAAP Medical
     Expense Ratio           83.4 %     83.7 %    83.6 %

    GAAP SG&A Expense Ratio  18.4 %     11.6 %    14.8 %
       Impact of GAAP to
        non-GAAP reconciling
        items                -0.8 %     -0.6 %    -0.7 %
    Non-GAAP SG&A Expense
     Ratio                   17.6 %     11.0 %    14.1 %



    Humana Inc.
    Dollars in millions

    GAAP to non-GAAP Reconciliations (continued)

The following is a reconciliation of the most directly comparable historical
and projected cash flows from operations prepared in accordance with GAAP to
the historical and projected non-GAAP financial measures.  When reviewing and
analyzing Humana's operating cash flows, company management applies the
Centers for Medicare and Medicaid Services (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.


    Cash Flows from
     Operations

                             3Q05      3Q04     YTD05     YTD04       FY05
                            Actual    Actual    Actual    Actual    Expected

    GAAP cash flows
     provided by                                                    $625 to
     operations             $591.0    $303.5    $872.1    $328.3      $675

    Timing of premium
     payment receipt
     from CMS               (384.7)        -    (365.0)    211.9      19.8

    Non-GAAP cash flows                                             $625 to
    provided by operations  $206.3    $303.5    $507.1    $540.2      $675



    Statistical Schedules and
    Supplementary Information


    Humana Inc.
    In thousands

    Ending Medical           September 30,                         Percent
     Membership             2005      2004       Difference         Change

    Commercial:
       Fully insured       2,007.4   2,296.4        (289.0)         (12.6)
       ASO                 1,170.5   1,018.8         151.7           14.9
    Total Commercial       3,177.9   3,315.2        (137.3)          (4.1)

    Government:
       Medicare Advantage    503.1     371.3         131.8           35.5
       Medicaid              459.4     475.8         (16.4)          (3.4)
       TRICARE             1,747.1   1,138.6         608.5           53.4
       TRICARE ASO         1,127.3     674.7         452.6           67.1
           Total TRICARE   2,874.4   1,813.3       1,061.1           58.5
    Total Government       3,836.9   2,660.4       1,176.5           44.2
       Total ending
        medical
        membership         7,014.8   5,975.6       1,039.2           17.4



    Ending Specialty           September 30,                      Percent
    Membership                2005      2004     Difference        Change

    Commercial:
       Dental-fully
        insured              918.3     808.4         109.9           13.6
       Dental-ASO            493.0     419.4          73.6           17.5
         Total Dental      1,411.3   1,227.8         183.5           14.9
       Group life            427.7     469.2         (41.5)          (8.8)
       Short-term
        disability            16.5      17.3          (0.8)          (4.6)
       Total ending
        specialty
        membership         1,855.5   1,714.3         141.2            8.2



                           Three months ended        Nine months ended
                              September 30,            September 30,
    Premiums                2005        2004        2005           2004
    Commercial:
       Fully insured
        medical         $1,519,971  $1,663,363    $4,549,643     $4,981,242
       Specialty            96,670      87,822       285,598        259,932
    Total Commercial     1,616,641   1,751,185     4,835,241      5,241,174

    Government:

       Medicare
        Advantage        1,296,743     814,612     3,372,326      2,295,534
       TRICARE             659,019     386,439     1,832,526      1,651,844
       Medicaid            139,961     131,318       409,105        377,895
    Total Government     2,095,723   1,332,369     5,613,957      4,325,273
    Total premiums      $3,712,364  $3,083,554   $10,449,198     $9,566,447



                           Three months ended        Nine months ended
                             September 30,             September 30,
    Administrative          2005      2004          2005           2004
     services fees
    Commercial             $54,996   $41,324      $156,370       $123,788
    Government               8,821    18,513        34,084         95,632
    Total administrative
     services fees         $63,817   $59,837      $190,454       $219,420



    Humana Inc.
    Dollars in thousands, except per share results

                                Three months ended       Nine months ended
                                   September 30,           September 30,
    Consolidated Statements     2005(a)       2004     2005(a)         2004
     of Income
    Revenues:

       Premiums               $3,712,364 $3,083,554  $10,449,198  $9,566,447
       Administrative services
        fees                      63,817     59,837      190,454     219,420
       Investment income          38,778     30,146      100,120     101,463
       Other income                6,502      2,736       15,275       7,370
          Total revenues       3,821,461  3,176,273   10,755,047   9,894,700
    Operating expenses:
       Medical                 3,094,397  2,550,911    8,736,639   8,024,167
       Selling, general and
        administrative           611,300    460,171    1,571,793   1,416,695
       Depreciation               26,661     28,451       76,282      76,646
       Other intangible
        amortization               7,458      2,787       18,849       8,069
          Total operating
           expenses            3,739,816  3,042,320   10,403,563   9,525,577
    Income from operations        81,645    133,953      351,484     369,123
       Interest expense           10,141      6,480       28,986      16,524
    Income before income taxes    71,504    127,473      322,498     352,599
       Provision for income
        taxes                     21,560     43,170       78,622     119,713
    Net income                   $49,944    $84,303     $243,876    $232,886

    Basic earnings per common
     share                         $0.31      $0.53        $1.51       $1.45
    Diluted earnings per common
     share                         $0.30      $0.52        $1.48       $1.43

    Shares used in computing
     basic earnings per common
     share (000's)               162,048    159,308      161,484     160,697
    Shares used in computing
     diluted earnings per common
     share (000's)               166,037    160,997      165,041     162,564

    Operating Results by Segment
    Pretax income (loss)
       Commercial               ($18,053)   $38,706      $56,625    $114,704
       Government                 89,557     88,767      265,873     237,895
          Consolidated           $71,504   $127,473     $322,498    $352,599

    Key Ratios
    Medical expense ratio
       Commercial                  84.4 %     83.6 %       83.5 %      83.9 %
       Government                  82.5 %     81.6 %       83.7 %      83.8 %
          Consolidated             83.4 %     82.7 %       83.6 %      83.9 %

    Selling, general, and
     administrative expense ratio
       Commercial                  20.0 %     16.3 %       18.4 %      16.3 %
       Government                  13.2 %     12.5 %       11.6 %      12.3 %
          Consolidated             16.2 %     14.6 %       14.8 %      14.5 %

    (a)  Refer to the "GAAP to non-GAAP Reconciliations" section within this
         news release for detail of non-standard items included in these
         results of operations.



    Humana Inc.
    Dollars in thousands, except per share results

                                         September 30, June 30,  December 31,
                                             2005        2005       2004
    Consolidated Balance Sheets
    Assets
    Current assets:
       Cash and cash equivalents            $978,936    $603,790     $580,079
       Investment securities               2,228,424   2,217,698    2,145,645
       Receivables, net:
          Premiums                           695,344     588,706      554,661
          Administrative services fees        15,796      19,448       24,954
       Securities lending collateral         117,553      76,998       77,840
       Other                                 247,083     236,430      212,958
          Total current assets             4,283,136   3,743,070    3,596,137

    Property and equipment, net              457,078     437,393      399,506

    Other assets:
       Long-term investment securities       365,634     358,643      348,465
       Goodwill                            1,220,461   1,221,663      885,572
       Other                                 506,112     517,138      427,937
          Total other assets               2,092,207   2,097,444    1,661,974
       Total assets                       $6,832,421  $6,277,907   $5,657,617

    Liabilities and Stockholders' Equity
    Current liabilities:
       Medical and other expenses payable $1,817,226  $1,677,551   $1,422,010
       Trade accounts payable and accrued
        expenses                             509,438     385,313      488,332
       Book overdraft                        258,433     182,493      192,060
       Securities lending payable            117,553      76,998       77,840
       Unearned revenues                     533,908     121,148      146,326
       Current portion of long-term debt     302,366           -            -
          Total current liabilities        3,538,924   2,443,503    2,326,568
       Long-term debt                        317,210     878,388      636,696
       Other long-term liabilities           610,317     639,828      604,229
          Total liabilities                4,466,451   3,961,719    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;
        178,608,482 shares issued at
        September 30, 2005                    29,768      29,677       29,340
       Capital in excess of par value      1,083,631   1,068,406    1,017,156
       Retained earnings                   1,473,699   1,423,755    1,229,823
       Accumulated other comprehensive
        income                                (3,504)     13,115       16,526
       Unearned stock compensation           (14,553)    (16,074)      (1,721)
       Treasury stock, at cost,
        15,840,173 shares at
        September 30, 2005                  (203,071)   (202,691)    (201,000)
          Total stockholders' equity       2,365,970   2,316,188    2,090,124
       Total liabilities and
        stockholders' equity              $6,832,421  $6,277,907   $5,657,617

    Debt to total capitalization ratio         20.8 %      27.5 %       23.3 %



    Humana Inc.
    Dollars in thousands
                                 Three months ended      Nine months ended
                                    September 30,           September 30,
    Consolidated Statements of   2005(a)      2004       2005(a)      2004(a)
     Cash Flows
    Cash flows from operating
    activities
       Net income                $49,944     $84,303    $243,876     $232,886
       Adjustments to reconcile
        net income to net cash
        provided by operating
        activities:
          Depreciation and
           amortization           34,119      31,238      95,131       84,715
          (Benefit) provision
           for deferred income
           taxes                 (39,981)     (2,419)    (29,062)      27,545
          Changes in operating
           assets and liabilities
           excluding the effects of
           acquisitions:
             Receivables        (102,986)    122,227    (129,236)     106,709
             Other assets         (2,773)      5,108     (31,287)     (18,776)
             Medical and other
              expenses payable   139,675     (18,090)    357,841       92,916
             Other liabilities   103,571      58,850      (4,162)      26,675
             Unearned revenues   412,760      23,593     367,809     (204,426)
          Other                   (3,290)     (1,341)      1,214      (19,920)
          Net cash provided by
           operating activities  591,039     303,469     872,124      328,324

    Cash flows from investing
     activities
          Acquisitions, net of
           cash acquired             (90)    (47,237)   (352,816)    (115,972)
          Purchases of property
           and equipment         (45,091)    (24,854)   (112,318)     (72,900)
          Proceeds from sales of
           property and equipment  2,610         244       2,648       28,972
          Purchases of
           investment
           securities           (448,518) (1,373,585) (1,694,123)  (3,614,781)
          Proceeds from
           maturities
           of investment
           securities            202,664     494,088     596,276      840,275
          Proceeds from sales
           of investment
           securities            232,585     887,029     992,420    2,203,853
          Change in securities
           lending collateral    (40,555)    (21,527)    (39,713)       4,149
          Net cash used in
           investing
           activities            (96,395)    (85,842)   (607,626)    (726,404)

    Cash flows from financing
     activities
          Borrowings under
           credit agreement            -          -      294,000            -
          Repayments under
           credit agreement     (244,000)         -     (294,000)           -
          Change in book
           overdraft              75,940    (55,956)      66,373     (102,948)
          Change in securities
           lending payable        40,555     21,527       39,713       (4,149)
          Common stock
           repurchases              (381)   (15,670)      (2,072)     (64,472)
          Proceeds from stock
           option exercises
           and other               8,388      3,926       30,345       13,335
          Net cash (used in)
           provided by financing
           activities           (119,498)   (46,173)     134,359     (158,234)
          Increase (decrease) in
           cash and cash
           equivalents           375,146    171,454      398,857     (556,314)
          Cash and cash
           equivalents
           at beginning
           of period             603,790    203,636      580,079      931,404
          Cash and cash
           equivalents
           at end of period     $978,936   $375,090     $978,936     $375,090

    (a) Refer to the "GAAP to non-GAAP Reconciliations" section within this
        news release for an evaluation of operating cash flows on a non-GAAP
        basis.



    Humana Inc.

    Percentage of Ending Membership Under Capitation Arrangements

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

    September 30,
     2005

    Capitated HMO
     hospital
     system based
      A           2.6%     -    1.6%   7.0%     -      -      -    0.9%   1.2%
    Capitated HMO
     physician
     group based
     A            2.2%     -    1.4%   4.6%  37.2%     -      -    5.1%   3.4%
    Risk-sharing
     B            2.6%     -    1.6%  44.1%  59.1%     -      -   12.9%   7.8%
    All other
     membership  92.6% 100.0%  95.4%  44.3%   3.7% 100.0% 100.0%  81.1%  87.6%

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



    September 30,
     2004

    Capitated HMO
     hospital
     system based
     A            3.2%     -    2.2%  10.3%   3.5%     -      -    2.1%   2.1%
    Capitated
     HMO physician
     group based
     A            2.5%     -    1.7%   1.2%  41.7%     -      -    7.6%   4.3%
    Risk-sharing
     B            2.5%     -    1.7%  55.9%  47.3%     -      -   16.3%   8.2%
    All other
     membership  91.8% 100.0%  94.4%  32.6%   7.5% 100.0% 100.0%  74.0%  85.4%

      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 Nine       For the Twelve
                                            Months Ended        Months Ended
                                            September 30,       December 31,
                                                2005                2004

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

    Acquisition                                   37,375              71,063

    Incurred related to:
          Current year                         8,849,176          10,763,105
          Prior years - non-TRICARE              (70,854)            (68,448)
          Prior years - TRICARE (1)              (41,683)            (25,010)
    Total incurred                             8,736,639          10,669,647

    Paid related to:
          Current year                        (7,173,141)         (9,504,331)
          Prior years                         (1,205,657)         (1,086,525)
    Total paid                                (8,378,798)        (10,590,856)

    Balances at end of period                 $1,817,226          $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 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

    Hurricane Katrina Impact on Medical Claims Reserves
    Hurricane Katrina has impacted claims submission from providers in the
    affected areas.  This has resulted in an increase in our medical and
    other expenses payable of approximately $25 million, or approximately 0.8
    days in claims payable.  This increase resides primarily in our
    unprocessed claim inventories (number of days on hand) and IBNR.
    Additionally, this slow down in claim submission results in an increase
    in our claim receipt cycle time, as shown below.

    Medical and Other Expenses Payable
    Detail:
                                         September 30,  June 30,  December 31,
                                             2005         2005       2004
    A IBNR and other medical
       expenses payable                  $1,101,066    $981,395   $910,525
    B TRICARE IBNR                          416,259     329,558    284,647
    C TRICARE other medical
      expenses payable                       72,474      69,865      6,970
    D Unprocessed claim inventories         136,700     119,500    115,300
    E Processed claim inventories            54,907     128,204     97,801
    F Payable to pharmacy benefit
      administrator                          35,820      49,029      6,767
            Total medical and other
             expenses payable            $1,817,226  $1,677,551 $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).  Other medical expenses payable includes amounts payable to
      providers under capitation arrangements.  Approximately two-thirds of
      the $120 million increase during the quarter is attributable to the
      increase in Medicare HMO capitation payable resulting from the receipt
      of Medicare Risk Adjuster payments towards the end of the quarter.  See
      preceding table of "Percentage of Ending Membership Under Capitation
      Arrangements."  We anticipate paying these amounts to providers during
      the fourth quarter.
    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.
      See Hurricane Katrina note above.
    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.



    Humana Inc.
    Dollars in thousands

    Medical Claim Reserves - Details and Statistics

    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 (a)
                               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 (b)    16.7        16.9       (0.2)     -1.2 %
    4th Quarter Average           -        16.4        N/A        N/A
    Full Year Average          16.4        16.9       (0.5)     -3.0 %


    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

          9/30/2003        $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        $119,500     443,600        4.0
          9/30/2005 (b)    $136,700     512,800        4.7

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

    (b) See "Hurricane Katrina Impact on Medical Claims Reserve" section
        within these statistical pages.



    Humana Inc.

    Medical Claim Reserves - Details and Statistics

    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

       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 %
       9/30/2005        54.0      2.2      4.2 %    60.8      1.7      2.9 %

    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             0.4     (0.2)
       Impact of change in unprocessed claim inventories (a)    0.6      0.2
       Impact of change in processed claim inventories         (1.3)     0.9
       Impact of changing TRICARE reserve balances              1.4      1.6
       Impact of change in pharmacy payment cutoff              0.9     (0.4)
       All other (b)                                            2.5      1.2
    Year to date-current year                                  54.0     49.5

    (a) See "Hurricane Katrina Impact on Medical Claims Reserves" section
        within these statistical pages.
    (b) Increase primarily results from the increase in Medicare capitation
        payable, as described above.

SOURCE: Humana Inc.

CONTACT: 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.