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Humana Inc. Reports First Quarter 2006 Financial Results of $0.50 Earnings per Share

Humana Inc. Reports First Quarter 2006 Financial Results of $0.50 Earnings per Share

May 1, 2006 at 5:01 AM EDT
View Press Release in PDF format

LOUISVILLE, Ky.--(BUSINESS WIRE)--May 1, 2006--Humana Inc. (NYSE: HUM):

    2006 EPS outlook raised to $2.82 to $2.88

  • Consolidated revenues increase $1.32 billion, or 39 percent year over year


  • Medical membership up 32 percent year over year and 31 percent sequentially


  • New Medicare PDP business impacts quarterly earnings pattern


  • GAAP cash flows from operations of $1.01 billion


  • Non-GAAP cash flows from operations of $233.3 million

Humana Inc. (NYSE: HUM) today reported $0.50 in diluted earnings per common share (EPS) for the quarter ended March 31, 2006 (1Q06), within the range of the company's guidance for 1Q06 EPS of $0.50 to $0.55. As expected, the change in the quarterly pattern of 2006 earnings resulting from the introduction of the company's stand-alone Medicare Prescription Drug Plans (PDPs), combined with higher Medicare sales, marketing, and service infrastructure costs versus a year ago, resulted in a year-over-year decline in 1Q06 EPS, while driving an increase in Medicare revenues of over $1.25 billion, or 127 percent. EPS for the quarter ended March 31, 2005 (1Q05) of $0.65 (a) was $0.15 higher than 1Q06 EPS.

The company estimates EPS for the year ending December 31, 2006 (FY06E) will be in the range of $2.82 to $2.88 versus $1.79 (a) for the year ended December 31, 2005 (FY05), a growth rate of approximately 60 percent.

"This is a transformative year for Humana, and we're on track to achieve the objectives that will produce 2006 growth in both earnings and revenues of more than 50 percent," said Michael B. McCallister, Humana's president and chief executive officer. "Better-than-expected Medicare membership growth and good progress in our Commercial business during the first quarter has led us to raise our guidance this morning for full-year earnings per share. By maximizing this year's opportunities, we're also establishing a strong foundation for robust growth in 2007 and beyond."

The company also evaluates its earnings performance on a non-GAAP basis. See management's explanation under item (b) of the "Footnotes" section of this news release. Below is a reconciliation of GAAP to non-GAAP results for 1Q06 and FY06E.



                                                            Year-over-
1Q06 Consolidated Results                                      Year
 of Operations               Pretax   Pretax   Net            Change
($ in thousands except EPS)  Income   Margin  Income    EPS  in EPS(a)
---------------------------------------------------------------------
GAAP results               $131,208     2.8%  $83,715  $0.50  (23%)
---------------------------------------------------------------------
Excess net realized
 capital gains(c)           (29,113)  (0.6%)  (18,167) (0.11)
---------------------------------------------------------------------
Non-GAAP results(b)        $102,095     2.2%  $65,548  $0.39  (24%)(e)
---------------------------------------------------------------------



                                                         EPS Growth
FY06E Consolidated Results of Operations      EPS          Rate(a)
----------------------------------------------------------------------
GAAP results                             $2.82 to $2.88   58% to 61%
----------------------------------------------------------------------
Excess net realized capital gains(c)         (0.11)
----------------------------------------------------------------------
Non-GAAP results(b)                      $2.71 to $2.77  34% to 37%(f)
----------------------------------------------------------------------

Revenues - 1Q06 consolidated revenues rose 39 percent to $4.70 billion from $3.39 billion in 1Q05, with total premium and administrative services fees up 37 percent compared to the prior year's quarter. These substantial increases are primarily the result of significantly higher enrollment in the company's Medicare Advantage plans and the implementation of stand-alone PDPs for Medicare beneficiaries on January 1, 2006.

Medical costs - The company's medical expense ratio (medical expenses as a percent of premium revenue or MER) of 83.7 percent in 1Q06 was unchanged from that for 1Q05 as significant year-over-year improvement in this metric for the Commercial Segment was offset by a higher Government Segment MER. The higher MER in the Government Segment results from the inclusion of stand-alone PDP results in the current period.

Selling, general, & administrative (SG&A) expenses - As expected, the company's consolidated SG&A expense ratio (SG&A expenses as a percent of premiums plus administrative services fees or SG&A expense ratio) increased to 16.1 percent for 1Q06 from 14.3 percent (a) in 1Q05 due to the increase in SG&A expenses associated with the Medicare expansion coupled with a substantial increase in the percentage of Commercial medical members in ASO accounts. The increase in SG&A related to Medicare results from the build out of infrastructure and support functions in advance of the anticipated escalation in enrollment and from sales and marketing costs associated with the more concentrated 2006 Medicare selling season.

Acquisition - Effective May 1, 2006, the company completed its acquisition of CHA Health, a Kentucky-based health plan, adding approximately 92,500 Commercial medical members for cash consideration of approximately $65.0 million.

Government Segment Results Summary




1Q06 Government Segment Results
($ in thousands)                         Pretax Income   Pretax Margin
----------------------------------------------------------------------
GAAP results                                 $21,572          0.7%
----------------------------------------------------------------------
Excess net realized capital gains(c)          (1,872)           -
----------------------------------------------------------------------
Non-GAAP results(b)                          $19,700          0.7%
----------------------------------------------------------------------
    Pretax results:

    --  Government Segment pretax earnings were $21.6 million in 1Q06
        compared to $70.5 million (a) in 1Q05. This decline was
        anticipated as the company's Medicare stand-alone PDP
        offerings change its quarterly pattern of earnings for 2006.

    Enrollment:

    --  Medicare Advantage membership rose to 741,200 at March 31,
        2006, an increase of 291,300 (65 percent) from March 31, 2005
        and 183,400 (33 percent) from December 31, 2005. The company's
        expanded participation in various Medicare programs and
        markets combined with the company's increased sales and
        marketing efforts for these programs led to the higher
        membership level.

    --  Membership in the company's Medicare Advantage plans continued
        to rise in the second quarter and approximated 800,000 in
        April 2006 with May 2006 expected to approximate 860,000 upon
        completion of the standard monthly enrollment reconciliations
        with the Centers for Medicare and Medicaid Services (CMS). The
        company continues to expect Medicare Advantage membership in
        the range of 900,000 to 1.1 million by December 31, 2006.

    --  Membership in the company's stand-alone PDPs totaled 1,959,000
        at March 31, 2006. PDP sales momentum continues to be strong
        with April 2006 membership of approximately 2.2 million and
        May 2006 expected to approximate 2.6 million. The company now
        anticipates PDP membership in the range of 2.7 million to 2.9
        million by the end of 2006.

    --  As expected, TRICARE membership of 2,874,000 at March 31, 2006
        was essentially unchanged from December 31, 2005. The company
        also anticipates no material change in TRICARE membership
        during 2006.

    --  Medicaid membership of 427,000 at March 31, 2006 declined
        50,200 from March 31, 2005 and 30,900 from December 31, 2005
        due to the non-renewal of the Illinois Medicaid contract in
        the third quarter of 2005 and a shift of eligible Puerto Rico
        Medicaid members to the Medicare program.

    Revenues:

    --  Medicare Advantage premiums of $1.72 billion in 1Q06 increased
        75 percent compared to $983.1 million in 1Q05, the result of
        substantially higher enrollment, increases in per-member
        premiums, and the impact of changes in the geographic mix of
        the related membership. Medicare Advantage premiums per member
        increased 6 percent year over year during 1Q06.

    --  Medicare PDP premiums added $515.2 million in new revenues in
        1Q06.

    --  TRICARE premiums and administrative services fees during 1Q06
        of $611.9 million compare to $575.7 million in 1Q05. The
        year-over-year increase primarily reflects a higher premium
        for the second option period which began April 1, 2005.

    --  Investment income for the quarter included a capital gain of
        approximately $6.4 million associated with the sale of a
        venture capital investment.

    Medical Expenses:

    --  The Government Segment MER increased 50 basis points to 85.6
        percent in 1Q06 compared to 85.1 percent in the prior year's
        quarter. The increase is primarily the result of the
        establishment of the stand-alone PDPs in January 2006 (MER of
        96.4 percent in 1Q06) partially offset by improvement in the
        MER for Medicare Advantage plans year over year during 1Q06.

    --  The MER for stand-alone PDP offerings over each of the interim
        reporting periods is impacted by the recognition of benefit
        costs as incurred under each plan's provisions. Different PDP
        designs offered by the company result in varying levels of
        coverage through each of the different layers of beneficiary
        cost responsibility as specified under the Standard PDP, as
        defined by statute. The company anticipates an MER for the
        full year for its stand-alone PDPs in the range of 85 percent
        to 88 percent, with MER improvement expected in each
        sequential quarter throughout the year. Variables that may
        impact the quarterly MER for the stand-alone PDPs include: (1)
        the timing of member enrollment, (2) the PDP offering chosen
        by the member, and (3) the speed with which members move
        through their deductibles.

    SG&A Expenses:

    --  The Government Segment's SG&A expense ratio for 1Q06 of 13.8
        percent was 290 basis points higher than that for 1Q05 of 10.9
        percent (a) driven by expenses associated with the
        infrastructure build out of the company's expanded Medicare
        offerings. In particular, marketing expenses and service costs
        per member were significantly higher year over year. The
        company anticipates that its SG&A expense ratio will improve
        as marketing expenses decline substantially during the
        Medicare Advantage lock-in period beginning July 1, 2006 and
        the average membership associated with the Medicare expansion
        increases throughout the year, providing more leverage against
        administrative costs.

    Commercial Segment Results Summary



1Q06 Commercial Segment Results
($ in thousands)                        Pretax Income   Pretax Margin
----------------------------------------------------------------------
GAAP results                              $109,636            6.4%
----------------------------------------------------------------------
Excess net realized capital gains(c)       (27,241)          (1.5%)
----------------------------------------------------------------------
Non-GAAP results(b)                        $82,395            4.9%
----------------------------------------------------------------------
    Pretax results:

    --  Results for the Commercial Segment during 1Q06 reflect pretax
        income of $109.6 million compared to $46.2 million(a) in 1Q05.
        Non-GAAP pretax income for the segment of $82.4 million
        increased $36.2 million compared to 1Q05. Commercial Segment
        operating earnings in 1Q06 reflect year-over-year improvements
        in utilization trends and the timing of the benefit of capital
        gains.

    --  The company now projects 2006 pretax earnings in its
        Commercial Segment of between $180 million and $220 million,
        driven by improving medical costs trends combined with
        disciplined pricing.

    Enrollment:

    --  Commercial Segment medical membership of 3,259,400 at March
        31, 2006 increased approximately 40,000 (1 percent) from March
        31, 2005 and 88,600 (3 percent) from December 31, 2005. The
        sequential increase in Commercial Segment medical membership
        was attributable to higher administrative services only (ASO)
        membership partially offset by a decline in fully insured
        group membership.

    --  ASO medical membership of 1,395,200 at March 31, 2006
        accounted for approximately 43 percent of the company's
        Commercial medical membership, a growth rate in enrollment of
        18 percent year over year and 19 percent since December 31,
        2005.

    --  Membership in the company's Smart plans and other consumer
        offerings increased to 421,200 at March 31, 2006, representing
        approximately 13 percent of Commercial medical membership
        compared to 12 percent at March 31, 2005.

    Revenues:

    --  Premiums and administrative services fees for the Commercial
        Segment decreased 2 percent to $1.62 billion in 1Q06 compared
        to $1.66 billion in the prior year's quarter, as an increase
        in administrative services fees resulting from an 18 percent
        increase in ASO membership was 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
        1Q06 compared to 1Q05. This increase includes the effect of a
        greater percentage of the company's fully-insured group block
        being weighted towards small groups, as its large group
        business becomes more weighted towards ASO. Premium yield and
        medical cost trends for small group business currently include
        a higher level of benefit buydowns versus larger employers.
        The company anticipates FY06 commercial premiums for fully
        insured group membership to increase at least equal to the
        expected rise in per-member medical costs.

    --  As disclosed in the company's fourth quarter 2005 earnings
        press release, investment income for 1Q06 included a capital
        gain of approximately $45.3 million associated with the sale
        of a venture capital investment. The company has historically
        recorded substantial capital gains from such investments each
        year, though the timing has not been historically consistent
        as to the quarters in which such gains occur.

    Medical Expenses:

    --  In 1Q06, the Commercial Segment MER of 80.1 percent was 210
        basis points lower than the 1Q05 MER of 82.2 percent,
        reflecting improving medical cost utilization trends and an
        improving customer risk profile.

    --  Per-member medical costs for commercial fully insured group
        accounts are now forecasted to rise in the range of 6 to 7
        percent during 2006, including the effect of a greater
        percentage of our fully-insured groups being weighted towards
        small employers, as discussed above. Commercial group "same
        store" medical cost trends are now expected to be
        approximately 50 to 75 basis points lower than the company's
        previous forecast.

    --  Individual components of Commercial medical cost trend for
        2006 are anticipated to approximate as follows: inpatient
        hospital utilization - flat to 1 percent; inpatient and
        outpatient hospital rates - upper single digits; outpatient
        hospital utilization - low to mid single digits; physician -
        mid single digits; and pharmacy - high single digits to low
        double digits.

    SG&A Expenses:

    --  The Commercial Segment SG&A expense ratio of 20.4 percent for
        1Q06 compares to 17.8 percent (a) in 1Q05, the result of lower
        average fully-insured medical enrollment and an increase in
        the percentage of commercial medical membership related to ASO
        to 43 percent in 1Q06 versus 37 percent in the prior year.

    Cash Flows from Operations

Cash flows provided by operations for 1Q06 of $1.01 billion compared to $95.6 million (a) in 1Q05. The company also evaluates operating cash flows on a non-GAAP basis, as described in footnote (d) of the "Footnotes" section of this news release.


Cash flows from operations
 ($ in millions)                                 1Q06         1Q05(a)
----------------------------------------------------------------------
GAAP cash flows provided by operations         $1,008.0        $95.6
----------------------------------------------------------------------
Timing of premium payment from CMS(d)            (774.7)        19.8
----------------------------------------------------------------------
Non-GAAP cash flows provided by
 operations(b)(d)                                $233.3       $115.4
----------------------------------------------------------------------

Non-GAAP cash flows provided by operations increased to $233.3 million in 1Q06 from $115.4 million (a) in 1Q05 driven by growth in the company's Medicare operations. The company continues to expect that cash flows from operations for 2006 will be in the range of $750 million to $850 million driven by expected higher earnings.

    Footnotes

(a) In accordance with Generally Accepted Accounting Principles
    (GAAP), Humana adopted the retrospective method for implementing
    new stock option accounting rules on January 1, 2006.
    Consequently, prior period results in this news release reflect
    the restatement for the expensing of stock options.

(b) The Company has included certain financial measures that are
    not in accordance with GAAP in its summary of financial results
    and earnings projections within this news release. 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
    these non-GAAP financial measures as indicators 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 as a substitute for, or superior to,
    financial measures prepared in accordance with GAAP.

(c) During 1Q06 the company realized a gain on the sale of an
    investment totaling approximately $52 million (pretax) or $0.19 in
    EPS, which is $34 million (pretax) or $0.13 per share higher than
    the capital gains assumed in the company's 2006 non-GAAP EPS
    guidance and $34 million (pretax) higher than the capital gains
    realized in 2005. The company, in turn, donated $0.02 per share of
    the excess gains to the Humana Foundation.

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

(e) Computed by comparing 1Q06 non-GAAP EPS to 1Q05 non-GAAP EPS
    of $0.51. 1Q05 GAAP EPS of $0.65 included the realization of a tax
    gain contingency of $0.14 per share.

(f) Computed by comparing FY06E non-GAAP EPS to FY05 non-GAAP EPS
    of $2.02. FY05 GAAP EPS of $1.79 included expenses associated with
    a class action litigation settlement of $0.27 per share, expenses
    related to Hurricane Katrina of $0.10 per share, and the benefit
    from the realization of a tax gain contingency of $0.14 per share.

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, 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 9.3 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 45-year history, Humana has consistently seized opportunities to meet changing customer needs. Today, the company is a leader in consumer engagement, providing guidance that leads to lower costs and a better health plan experience throughout its diversified customer portfolio.

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


    --  Annual report to stockholders;

    --  Securities and Exchange Commission filings;

    --  Most recent investor conference presentation;

    --  Quarterly earnings news releases;

    --  Replay of most recent earnings release conference call;

    --  Calendar of events (includes upcoming earnings conference call
        dates, times, and access number, as well as planned
        interaction with research analysts and institutional
        investors);

    --  Corporate Governance information.

Humana Inc.
GAAP Earnings Guidance Points
For the year ending December 31, 2006
As of May 1, 2006


Diluted earnings per common share FY06: $2.82 to $2.88
                                  2Q06: $0.31 to $0.36
----------------------------------------------------------------------
Revenues                          Consolidated: $21 billion to $22
                                    billion
                                  Medicare Advantage:  $8.5 billion to
                                    $10.2 billion
                                  Medicare stand-alone PDPs:  $2.6
                                    billion to $2.7 billion
                                  TRICARE:  $2.5 billion to $2.9
                                    billion
                                  Commercial:  $6.5 billion to $7.0
                                    billion
----------------------------------------------------------------------
Year-end medical membership       Medicare Advantage: 900,000 to 1.1
                                    million
                                  Medicare stand-alone PDPs: 2.7
                                    million to 2.9 million
                                  TRICARE: No material change from
                                    prior year
                                  Medicaid:  Down approximately 40,000
                                  Commercial: No material change from
                                    prior year
----------------------------------------------------------------------
Medical costs                     Medicare - stand-alone PDPs: MER in
                                    the range of 85% to 88%
                                  Commercial:  Medical cost trends in
                                    the range of 6% to 7%; premium
                                    yields at least in line with
                                    medical cost trends
----------------------------------------------------------------------
Selling, general &                Consolidated SG&A expense ratio of
 administrative expenses            13% to 14%
----------------------------------------------------------------------
Pretax results                    Medicare Advantage: 3% to 5% pretax
(1) excluding allocation of         margin(1)
    investment and other          Medicare stand-alone PDPs:  1% to 3%
    income and interest             pretax margin(1)
    expense                       TRICARE: Approximately 3% to 4%
                                    pretax margin(1)
                                  Commercial Segment: $180 million to
                                    $220 million
----------------------------------------------------------------------
Cash flows from operations        $750 million to $850 million
----------------------------------------------------------------------
Capital expenditures              $125 million to $135 million
----------------------------------------------------------------------
Effective tax rate                Approximately 35% to 37%
----------------------------------------------------------------------
Weighted average shares           Approximately 168 million
 outstanding used to compute
 diluted earnings per common
 share
----------------------------------------------------------------------



                              Humana Inc.
                         Statistical Schedules
                                  And
                       Supplementary Information
                         1Q06 Earnings Release


Humana Inc.                                                        S-2
Statistical Schedules and Supplementary Information
1Q06 Earnings Release

Contents

Page         Description
----         -----------

S-3          Consolidated Statements of Income
S-4          Consolidated Balance Sheets
S-5          Consolidated Statements of Cash Flows
S-6          2005 Quarters Restated to Include Stock Options Expense
S-7          2003 Through 2005 Restated to Include Stock Options
               Expense
S-8          Key Income Statement Ratios and Segment Operating Results
S-9          Premiums and Administrative Services Fees Detail
S-10         Membership Detail
S-11         Percentage of Ending Membership under Capitation
               Arrangements
S-12         Detail of Medical and Other Expenses Payable Balance and
               Year-to-Date Changes
S-13-14      Medical Claims Reserves Statistics
S-15         Footnotes




Humana Inc.                                                        S-3
Consolidated Statements of Income
In thousands, except per share results


                          ----------------------
                           Three Months Ended
                                 March 31,
                          ----------------------   Dollar   Percentage
                               2006      2005(A)   Change     Change
                          ---------------------- ---------------------
Revenues:
 Premiums                 $4,521,486 $3,290,815  $1,230,671      37.4%
 Administrative services
  fees                        78,678     63,513      15,165      23.9%
 Investment income            98,902     30,211      68,691     227.4%
 Other income                  5,299      2,686       2,613      97.3%
                          ---------------------- -----------
     Total revenues        4,704,365  3,387,225   1,317,140      38.9%
                          ---------------------- -----------
Operating expenses:
 Medical                   3,783,926  2,753,733   1,030,193      37.4%
 Selling, general and
  administrative             740,886    479,040     261,846      54.7%
 Depreciation                 29,852     24,806       5,046      20.3%
 Other intangible
  amortization                 5,054      4,443         611      13.8%
                          ---------------------- -----------
     Total operating
      expenses             4,559,718  3,262,022   1,297,696      39.8%
                          ---------------------- -----------
Income from operations       144,647    125,203      19,444      15.5%
Interest expense              13,439      8,523       4,916      57.7%
                          ---------------------- -----------
Income before income taxes   131,208    116,680      14,528      12.5%
Provision for income taxes    47,493      9,945      37,548     377.6%
                          ---------------------- -----------
Net income                   $83,715   $106,735    ($23,020)    -21.6%
                          ====================== ===========

Basic earnings per
 common share                  $0.51      $0.66      ($0.15)    -22.7%
Diluted earnings per
 common share                  $0.50      $0.65      ($0.15)    -23.1%

Shares used in computing
 basic earnings per common
 share                       163,116    160,911
Shares used in computing
 diluted earnings per
 common share                167,325    164,496







Humana Inc.                                                        S-4
Consolidated Balance Sheets
Dollars in thousands, except par values


                           March 31,   Dec. 31,    Dollar   Percentage
                              2006      2005(A)    Change     Change
                          ---------------------- ---------------------
Assets
Current assets:
  Cash and cash
   equivalents            $1,843,405   $732,016
  Investment securities    2,623,009  2,354,904
  Receivables, net:
      Premiums               763,061    723,190
      Administrative
       services fees          21,652     15,462
  Securities lending
   collateral                250,322     47,610
  Other                      517,877    333,004
                          ----------------------
    Total current assets   6,019,326  4,206,186  $1,813,140      43.1%
Property and equipment       498,267    484,412
Other assets:
  Long-term investment
   securities                374,583    391,035
  Goodwill                 1,265,176  1,264,575
  Other                      540,668    523,406
                          ----------------------
    Total other assets     2,180,427  2,179,016
                          ----------------------
Total assets              $8,698,020 $6,869,614  $1,828,406      26.6%
                          ======================

Liabilities and
 Stockholders' Equity
Current liabilities:
  Medical and other
   expenses payable       $2,169,489 $1,909,682
  Trade accounts payable
   and accrued expenses      871,231    560,550
  Book overdraft             275,587    280,005
  Securities lending
   payable                   250,322     47,610
  Unearned revenues          920,678    120,489
  Current portion of
   long-term debt            300,231    301,254
                          ----------------------
    Total current
     liabilities           4,787,538  3,219,590  $1,567,948      48.7%
Long-term debt               601,225    513,790
Other long-term
 liabilities                 741,498    627,360
                          ----------------------
    Total liabilities      6,130,261  4,360,740  $1,769,521      40.6%
                          ----------------------
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; 180,496,685
   issued at March 31, 2006   30,085     29,843
  Capital in excess of
   par value               1,264,161  1,235,888
  Retained earnings        1,505,390  1,421,675
  Accumulated other
   comprehensive (loss)
   income                    (28,408)    24,832
  Treasury stock, at cost,
   15,848,413 shares at
   March 31, 2006           (203,469)  (203,364)
                          ----------------------
    Total stockholders'
     equity                2,567,759  2,508,874     $58,885       2.3%
                          ----------------------
Total liabilities and
 stockholders' equity     $8,698,020 $6,869,614  $1,828,406      26.6%
                          ======================

Debt to total
 capitalization ratio           26.0%      24.5%





Humana Inc.                                                        S-5
Consolidated Statements of Cash Flows
Dollars in thousands

                              --------------------
                               Three Months Ended
                                    March 31,
                              --------------------  Dollar  Percentage
                                   2006    2005(A)  Change    Change
                              -------------------- -------------------
Cash flows from operating
 activities
   Net income                    $83,715 $106,735
   Adjustments to reconcile
    net income to net cash
    provided by operating
    activities:
       Depreciation and
        amortization              34,906   29,249
       Stock compensation          6,580    6,724
       (Benefit) provision for
        deferred income taxes     (3,705)   8,062
       Changes in operating
        assets and liabilities
        excluding the effects
        of acquisitions:
           Receivables           (46,061)  (6,425)
           Other assets         (185,250)  (8,360)
           Medical and other
            expenses payable     259,807   86,665
           Other liabilities     114,752 (103,957)
           Unearned revenues     800,189  (22,416)
       Other                     (56,960)    (704)
                              --------------------
Net cash provided by
 operating activities          1,007,973   95,573  $912,400     954.7%
                              --------------------

Cash flows from investing
 activities
   Acquisitions, net of cash
    acquired                        (113)(348,099)
   Purchases of property and
    equipment                    (45,261) (36,193)
   Proceeds from sales of
    property and equipment         2,138        8
   Purchases of investment
    securities                (1,663,658)(714,371)
   Proceeds from maturities
    of investment securities     910,108  261,665
   Proceeds from sales of
    investment securities        559,830  434,506
   Change in securities
    lending collateral          (202,712) (48,838)
                              --------------------
Net cash used in investing
 activities                     (439,668)(451,322)  $11,654       2.6%
                              --------------------

Cash flows from financing
 activities
   Receipts from CMS contract
    deposits                     494,194        -
   Withdrawals from CMS
    contract deposits           (273,444)       -
   Borrowings under credit
    agreement                    100,000  294,000
   Repayments under credit
    agreement                          -  (25,000)
   Change in book overdraft       (4,418)     681
   Change in securities
    lending payable              202,712   48,838
   Common stock repurchases         (105)  (1,376)
   Tax benefit from stock
    compensation                   8,404    3,655
   Proceeds from stock option
    exercises and other           15,741   15,136
                              --------------------
Net cash provided by
 financing activities            543,084  335,934  $207,150      61.7%
                              --------------------

Increase (decrease) in
 cash and cash equivalents     1,111,389  (19,815)
Cash and cash equivalents
 at beginning of period          732,016  580,079
                              --------------------

Cash and cash equivalents
 at end of period             $1,843,405 $560,264
                              ====================




Humana Inc.                                                        S-6
2005 Quarters Restated to Include Stock Options Expense
In thousands, except per share results


                       ----------------------- -----------------------
                                 1Q05                     2Q05
                       ----------------------- -----------------------

                        Reported   Restated(A)  Reported   Restated(A)
                       ----------- ----------- ----------- -----------

Revenues               $3,387,225  $3,387,225  $3,546,361  $3,546,361

Pretax income (loss):
 Government               $72,224     $70,472    $104,092    $102,531
 Commercial                49,463      46,208      25,215      22,317
                       ----------- ----------- ----------- -----------
   Consolidated          $121,687    $116,680    $129,307    $124,848

Net income               $109,795    $106,735     $84,137     $81,412

Diluted earnings per
 common share               $0.67       $0.65       $0.51       $0.49

Shares used in computing
 diluted earnings per
 common share             164,179     164,496     164,908     165,149


SG&A expense ratio:
 Government                  10.8%       10.9%       10.6%       10.6%
 Commercial                  17.6%       17.8%       17.5%       17.7%
   Consolidated              14.1%       14.3%       13.8%       14.0%

Total assets           $6,149,593  $6,149,593  $6,277,907  $6,277,907
Total liabilities      $3,949,788  $3,916,471  $3,961,719  $3,927,862
Total stockholders'
 equity                $2,199,805  $2,233,122  $2,316,188  $2,350,045

Net cash provided by
 (used in) operating
 activities               $99,228     $95,573    $181,857    $179,287
Net cash used in
 investing activities   ($451,322)  ($451,322)   ($59,909)   ($59,909)
Net cash provided by
 (used in) financing
 activities              $332,279    $335,934    ($78,422)   ($75,852)





                       ----------------------- -----------------------
                                3Q05                    4Q05
                       ----------------------- -----------------------

                        Reported   Restated(A)  Reported   Restated(A)
                       ----------- ----------- ----------- -----------

Revenues               $3,821,461  $3,821,461  $3,663,080  $3,663,080

Pretax income (loss):
 Government               $89,557     $87,868     $57,395     $55,805
 Commercial               (18,053)    (21,190)     41,821      38,869
                       ----------- ----------- ----------- -----------
   Consolidated           $71,504     $66,678     $99,216     $94,674

Net income                $49,944     $46,807     $64,607     $61,776

Diluted earnings per
 common share               $0.30       $0.28       $0.39       $0.37

Shares used in computing
 diluted earnings per
 common share             166,037     166,076     166,371     166,521

SG&A expense ratio:
 Government                  13.1%       13.2%       15.5%       15.6%
 Commercial                  20.0%       20.2%       18.1%       18.3%
   Consolidated              16.2%       16.3%       16.7%       16.9%

Total assets           $6,832,421  $6,832,421  $6,869,614  $6,869,614
Total liabilities      $4,466,451  $4,432,166  $4,395,509  $4,360,740
Total stockholders'
 equity                $2,365,970  $2,400,255  $2,474,105  $2,508,874

Net cash provided by
 (used in) operating
 activities              $591,039    $586,006   ($246,497)  ($250,784)
Net cash used in
 investing activities    ($96,395)   ($96,395)  ($159,650)  ($159,650)
Net cash provided by
 (used in) financing
 activities             ($119,498)  ($114,465)   $159,227    $163,514






Humana Inc.                                                        S-7
2003 Through 2005 Restated to Include Stock Options Expense
In thousands, except per share results

                   ------------------------- -------------------------
                       For the year ended        For the year ended
                        December 31, 2005         December 31, 2004
                   ------------------------- -------------------------
                     Reported   Restated(A)    Reported   Restated(A)
                   ------------ ------------ ------------ ------------

Revenues           $14,418,127  $14,418,127  $13,104,325  $13,104,325

Pretax income:
 Government           $323,268     $316,676     $273,840     $269,063
 Commercial             98,446       86,204      142,010      130,315
                   ------------ ------------ ------------ ------------
   Consolidated       $421,714     $402,880     $415,850     $399,378

Net income            $308,483     $296,730     $280,012     $269,947

Diluted earnings per
 common share            $1.87        $1.79        $1.72        $1.66

Shares used in
 computing diluted
 earnings per
 common share          165,374      165,560      162,456      162,905

SG&A expense ratio:
 Government               12.6%        12.7%        12.2%        12.3%
 Commercial               18.3%        18.5%        16.4%        16.5%
   Consolidated           15.3%        15.4%        14.5%        14.6%

Total assets        $6,869,614   $6,869,614   $5,657,617   $5,657,617
Total liabilities   $4,395,509   $4,360,740   $3,567,493   $3,533,369
Total stockholders'
 equity             $2,474,105   $2,508,874   $2,090,124   $2,124,248

Net cash provided
 by operating
 activities           $625,627     $610,082     $347,809     $344,061
Net cash used in
 investing
 activities          ($767,276)   ($767,276)   ($624,081)   ($624,081)
Net cash provided
 by (used in)
 financing
 activities           $293,586     $309,131     ($75,053)    ($71,305)






                    ---------------------------
                         For the year ended
                          December 31, 2003
                    ---------------------------
                     Reported    Restated (A)
                    ------------ --------------

Revenues            $12,226,311    $12,226,311

Pretax income:
 Government            $223,706       $221,240
 Commercial             121,010        114,973
                    ------------ --------------
   Consolidated        $344,716       $336,213

Net income             $228,934       $223,739

Diluted earnings per
 common share             $1.41          $1.38

Shares used in
 computing diluted
 earnings per
 common share           161,960        162,406

SG&A expense ratio:
 Government                13.4%          13.5%
 Commercial                16.9%          17.0%
   Consolidated            15.4%          15.4%

Total assets         $5,379,814     $5,379,814
Total liabilities    $3,543,865     $3,510,842
Total stockholders'
 equity              $1,835,949     $1,868,972

Net cash provided
 by operating
 activities            $413,140       $397,921
Net cash used in
 investing
 activities           ($382,837)     ($382,837)
Net cash provided
 by (used in)
 financing
 activities            $179,744       $194,963






Humana Inc.                                                        S-8
Key Income Statement Ratios and Segment Operating Results
Dollars in thousands

                             ------------------
                             Three Months Ended
                                  March 31,
                             ------------------
                                                            Percentage
                                 2006    2005(A) Difference   Change
                             ------------------ ----------------------
Medical expense ratio
   Government Segment            85.6%    85.1%       0.5%
   Commercial Segment            80.1%    82.2%      -2.1%
   Consolidated                  83.7%    83.7%       0.0%

Selling, general, and
 administrative expense ratio
   Government Segment            13.8%    10.9%       2.9%
   Commercial Segment            20.4%    17.8%       2.6%
   Consolidated                  16.1%    14.3%       1.8%


Detail of Pretax Income
   Government Segment         $21,572  $70,472   ($48,900)    -69.4%
   Commercial Segment         109,636   46,208     63,428     137.3%
                             ------------------ ----------
   Consolidated              $131,208 $116,680    $14,528      12.5%
                             ================== ==========

Detail of Pretax Margins
   Government Segment             0.7%     4.2%      -3.5%
   Commercial Segment             6.4%     2.7%       3.7%
   Consolidated                   2.8%     3.4%      -0.6%






Humana Inc.                                                        S-9
Premiums and Administrative Services Fees Detail
Dollars in thousands, except PMPM



                       -------------------------
                           Three Months Ended
                                March 31,
                       -------------------------  Dollar   Percentage
                             2006        2005     Change     Change
                       ------------------------- --------------------
Premium revenues
Government Segment:
  Medicare Advantage     $1,720,843    $983,141    $737,702    75.0%
  Medicare -
   Stand-alone PDPs         515,157           -     515,157   100.0%
                       ------------------------- -----------
      Total Medicare      2,236,000     983,141   1,252,859   127.4%
  TRICARE insured(C)        600,754     562,328      38,426     6.8%
  Medicaid                  129,467     134,414      (4,947)   -3.7%
                       ------------------------- -----------
  Total Government
   Segment premiums       2,966,221   1,679,883   1,286,338    76.6%
                       ------------------------- -----------
Commercial Segment:
  Fully insured
   medical                1,453,932   1,517,394     (63,462)   -4.2%
  Specialty                 101,333      93,538       7,795     8.3%
                       ------------------------- -----------
  Total Commercial
   Segment premiums       1,555,265   1,610,932     (55,667)   -3.5%
                       ------------------------- -----------
Total premium
 revenues                $4,521,486  $3,290,815  $1,230,671    37.4%
                       ========================= ===========


Administrative
 services fees
  Government segment
   (TRICARE-related)(C)     $11,191     $13,402     ($2,211)  -16.5%
  Commercial segment         67,487      50,111      17,376    34.7%
                       ------------------------- -----------
Total administrative
 services fees              $78,678     $63,513     $15,165    23.9%
                       ========================= ===========





                        -------------------------
                          Per Member per Month(B)
                            Three Months Ended
                                 March  31,
                        -------------------------  Dollar   Percentage
                            2006         2005      Change     Change
                        -------------------------  -------------------
Premium revenues
Government Segment:
  Medicare Advantage        $830         $786         $44        5.5%
  Medicare - Stand-alone
   PDPs                       99            -          99      100.0%
      Total Medicare         308          786        (478)     -60.8%
  TRICARE insured (C)        116          106           9        8.9%
  Medicaid                    99           94           6        5.9%
  Total Government
   Segment premiums          216          210           5        2.5%
Commercial Segment:
  Fully insured medical      259          245          13        5.5%
  Specialty                   21           20           1        6.5%
  Total Commercial
   Segment premiums          158          157           1        0.4%
Total premium revenues      $191         $180         $11        6.1%



Administrative services
 fees
  Government segment
  (TRICARE-related)(C)        $3           $4         ($1)     -19.5%
  Commercial segment          12           10           2       18.4%
Total administrative
 services fees                $9           $8          $1       13.0%







Humana Inc.                                                       S-10
Membership Detail
In thousands


                                               Ending     Ending
                                   Average    March 31,  March 31,
                                   - 1Q06       2006       2005
                                 --------------------------------
Medical Membership:
Government Segment:
   Medicare Advantage - HMO          439.2      443.7      412.4
   Medicare Advantage - PPO           28.3       35.4        2.3
   Medicare Advantage - PFFS         223.7      262.1       35.2
                                 --------------------------------
       Total Medicare Advantage      691.2      741.2      449.9
                                 --------------------------------
   Medicare - PDP - Standard       1,193.6    1,289.2          -
   Medicare - PDP - Enhanced         329.9      421.0          -
   Medicare - PDP - Complete         203.8      248.8          -
                                 --------------------------------
       Total Medicare - Stand-
        alone PDPs                 1,727.3    1,959.0          -
                                 --------------------------------
           Total Medicare          2,418.5    2,700.2      449.9
                                 --------------------------------
   TRICARE insured                 1,733.5    1,724.7    1,723.4
   TRICARE ASO                     1,145.5    1,149.3    1,148.4
                                 --------------------------------
       Total TRICARE               2,879.0    2,874.0    2,871.8
   Medicaid                          434.3      427.0      477.2
                                 --------------------------------
   Total Government Segment        5,731.8    6,001.2    3,798.9
                                 --------------------------------
Commercial Segment:
   Fully insured medical:
       Group                       1,705.6    1,695.1    1,902.8
       Individual                    161.1      163.1      133.6
       Medicare supplement             5.7        6.0        2.9
                                 --------------------------------
   Total fully insured
    medical                        1,872.4    1,864.2    2,039.3
   ASO                             1,399.2    1,395.2    1,180.1
                                 --------------------------------
   Total Commercial Segment        3,271.6    3,259.4    3,219.4
                                 --------------------------------

Total medical membership           9,003.4    9,260.6    7,018.3
                                 ================================


Specialty Membership
 (all Commercial Segment)
   Dental - fully insured            951.3      950.6      874.6
   Dental - ASO                      494.0      494.7      488.0
                                 --------------------------------
       Total dental                1,445.3    1,445.3    1,362.6
   Group life                        422.2      421.3      444.9
   Short-term disability              15.9       15.7       16.6
                                 --------------------------------
Total specialty membership         1,883.4    1,882.3    1,824.1
                                 ================================





                    -------------------            -------------------
                       Year-over-year                   Sequential
                    -------------------            -------------------
                                           Ending
                              Percentage  Dec. 31,          Percentage
                    Difference  Change      2005  Difference  Change
                    ------------------    -------  -------------------
Medical Membership:
Government Segment:
 Medicare Advantage
  - HMO                   31.3      7.6%     427.9     15.8     3.7%
 Medicare Advantage
  - PPO                   33.1   1439.1%       8.6     26.8   311.6%
 Medicare Advantage
  - PFFS                 226.9    644.6%     121.3    140.8   116.1%
                      ---------           -------- ---------
     Total Medicare
      Advantage          291.3     64.7%     557.8    183.4    32.9%
                      ---------           -------- ---------
 Medicare - PDP
  - Standard           1,289.2    100.0%         -  1,289.2   100.0%
 Medicare - PDP
  - Enhanced             421.0    100.0%         -    421.0   100.0%
 Medicare - PDP
  - Complete             248.8    100.0%         -    248.8   100.0%
                      ---------           -------- ---------
    Total Medicare -
     Stand-alone PDPs  1,959.0    100.0%         -  1,959.0   100.0%
                      ---------           -------- ---------
       Total Medicare  2,250.3    500.2%     557.8  2,142.4   384.1%
                      ---------           -------- ---------
 TRICARE insured           1.3      0.1%   1,750.9    (26.2)   -1.5%
 TRICARE ASO               0.9      0.1%   1,138.2     11.1     1.0%
                      ---------           -------- ---------
     Total TRICARE         2.2      0.1%   2,889.1    (15.1)   -0.5%
 Medicaid                (50.2)   -10.5%     457.9    (30.9)   -6.7%
                      ---------           -------- ---------
 Total Government
  Segment              2,202.3     58.0%   3,904.8  2,096.4    53.7%
                      ---------           -------- ---------
Commercial Segment:
 Fully insured medical:
  Group                 (207.7)   -10.9%   1,836.9   (141.8)   -7.7%
  Individual              29.5     22.1%     158.1      5.0     3.2%
  Medicare supplement      3.1    106.9%       4.8      1.2    25.0%
                      ---------           -------- ---------
 Total fully insured
  medical               (175.1)    -8.6%   1,999.8   (135.6)   -6.8%
 ASO                     215.1     18.2%   1,171.0    224.2    19.1%
                      ---------           -------- ---------
 Total Commercial
  Segment                 40.0      1.2%   3,170.8     88.6     2.8%
                      ---------           -------- ---------

Total medical
 membership            2,242.3     31.9%   7,075.6  2,185.0    30.9%
                      =========           ======== =========


Specialty Membership
(all Commercial
Segment)
 Dental - fully insured   76.0      8.7%     960.5     (9.9)   -1.0%
 Dental - ASO              6.7      1.4%     496.0     (1.3)   -0.3%
                      ---------           -------- ---------
     Total dental         82.7      6.1%   1,456.5    (11.2)   -0.8%
 Group life              (23.6)    -5.3%     429.2     (7.9)   -1.8%
 Short-term disability    (0.9)    -5.4%      16.4     (0.7)   -4.3%
                      ---------           -------- ---------
Total specialty
 membership               58.2      3.2%   1,902.1    (19.8)   -1.0%
                      =========           ======== =========






Humana Inc.                                                       S-11
Percentage of Ending Membership under Capitation Arrangements


                       -----------------------------------------------
                                    Government Segment
                       -----------------------------------------------

                                 Medicare -                     Total
                       Medicare  stand-alone                     Govt.
March 31, 2006         Advantage    PDPs     TRICARE  Medicaid Segment
--------------         -----------------------------------------------

Capitated HMO hospital
 system based(D)          4.5%        -          -         -      0.6%
Capitated HMO physician
 group based(D)           3.2%        -          -      35.5%     2.9%
Risk-sharing(E)          31.9%        -          -      59.6%     8.2%
All other membership     60.4%    100.0%     100.0%      4.9%    88.3%
                       -----------------------------------------------
  Total medical
   membership           100.0%    100.0%     100.0%    100.0%   100.0%
                       ===============================================

March 31, 2005
--------------

Capitated HMO hospital
 system based(D)          8.1%        -          -       3.3%     1.4%
Capitated HMO physician
 group based(D)           0.9%        -          -      35.2%     4.5%
Risk-sharing(E)          52.5%        -          -      53.0%    12.9%
All other membership     38.5%        -      100.0%      8.5%    81.2%
                       -----------------------------------------------
  Total medical
   membership           100.0%        -      100.0%    100.0%   100.0%
                       ===============================================





                         -------------------------------
                               Commercial Segment
                         -------------------------------


                          Fully             Total Comm.  Total Medical
March 31, 2006           insured    ASO       Segment     Membership
--------------           ---------------------------------------------

Capitated HMO hospital
 system based(D)             2.0%       -          1.1%          0.8%
Capitated HMO physician
 group based(D)              1.8%       -          1.0%          2.2%
Risk-sharing(E)              2.3%       -          1.3%          5.8%
All other membership        93.9%   100.0%        96.6%         91.2%
                         ---------------------------------------------
  Total medical
   membership              100.0%   100.0%       100.0%        100.0%
                         =============================================

March 31, 2005
--------------

Capitated HMO hospital
 system based(D)             2.7%       -          1.7%          1.5%
Capitated HMO physician
 group based(D)              2.5%       -          1.6%          3.2%
Risk-sharing(E)              2.6%       -          1.6%          7.7%
All other membership        92.2%   100.0%        95.1%         87.6%
                         ---------------------------------------------
  Total medical
   membership              100.0%   100.0%       100.0%        100.0%
                         =============================================




Humana Inc.                                                       S-12
Detail of Medical and Other Expenses Payable Balance
 and Year-to-Date Changes
Dollars in thousands

                            March 31,    Dec. 31,  Dollar   Percentage
                               2006        2005    Change      Change
                           ----------------------- -------------------
Detail of medical and other
 expenses payable
  IBNR and other medical
   expenses payable(F)     $1,313,806  $1,125,205  $188,601      16.8%
  TRICARE IBNR(G)             346,774     409,413   (62,639)    -15.3%
  TRICARE other medical
   expenses payable(H)         90,073      88,443     1,630       1.8%
  Unprocessed claim
   inventories(I)             185,300     148,200    37,100      25.0%
  Processed claim
   inventories(J)              83,945      83,635       310       0.4%
  Payable to pharmacy
   benefit administrator
   (K)                        149,591      54,786    94,805     173.0%
                           ----------------------- ---------
Total medical and other
 expenses payable          $2,169,489  $1,909,682  $259,807      13.6%
                           ======================= =========

                         Three Months
                             Ended      Year Ended
                           March 31,   December 31,
                             2006          2005
                           -----------------------
Year-to-date changes in
 medical and other expenses
 payable

  Balances at January 1    $1,909,682  $1,422,010

  Acquisitions                      -      37,375

  Incurred related to:
      Current year          3,964,706  11,765,662
      Prior years -
       non-TRICARE(L)        (125,469)    (72,868)
      Prior years -
       TRICARE(L)(M)          (59,207)    (41,324)
                           -----------------------
  Total incurred            3,780,030  11,651,470
                           -----------------------

  Paid related to:
      Current year         (2,640,214) (9,979,449)
      Prior years            (880,009) (1,221,724)
                           -----------------------
  Total paid               (3,520,223)(11,201,173)
                           -----------------------

  Balances at end
    of period              $2,169,489  $1,909,682
                           =======================




Humana Inc.                                                       S-13
Medical Claims Reserves Statistics


Receipt Cycle Time(N)
                                                            Percentage
                                        2006    2005 Change   Change
                                    ----------------------------------
 1st Quarter Average                    16.1    16.6  (0.5)    -3.0%
 2nd Quarter Average                       -    15.9   N/A      N/A
 3rd Quarter Average                       -    16.7   N/A      N/A
 4th Quarter Average                       -    16.9   N/A      N/A
                                    -----------------------
 Full Year Average                      16.1    16.5  (0.4)    -2.4%
                                    ========================

Unprocessed Claims Inventories



                               Estimated     Claim    Number
                               Valuation     Item     of Days
                Date           (000's)      Counts    on Hand
 -------------------------------------------------------------
            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          $136,700     512,800      4.7
           12/31/2005          $148,200     498,400      4.6
            3/31/2006          $185,300     683,900      5.6






Humana Inc.                                                       S-14
Medical Claims Reserves Statistics (Continued)


Days in Claims Payable(O)(Q)

               Days in
               Claims                      DCP
               Payable Annual Percentage  Excluding  Annual Percentage
Quarter Ended  (DCP)   Change  Change    Capitation  Change   Change
----------------------------------------------------------------------
  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%
 12/31/2005     60.3    10.8      21.8%      66.6    11.8      21.5%
  3/31/2006     59.1     8.6      17.0%      65.5     9.4      16.8%

Year-to-Date Change in Days in
 Claims Payable(P)(Q)
                                                2006       2005
                                             ---------------------
DCP - 4th quarter of prior year                 60.3       49.5
 Components of year-to-date change in DCP:
     Change in claims receipt cycle time        (1.3)       0.2
     Change in unprocessed claims inventories    1.0        1.0
     Change in processed claims inventories        -       (0.4)
     Change in TRICARE reserve balances         (4.3)       3.9
     Change in pharmacy payment cutoff          (0.2)       1.5
     Growth in Medicare PFFS membership          3.4        1.2
     Growth in individual membership             1.1        0.9
     Change in provider payables under risk
      arrangements                               0.7        1.4
     All other                                  (1.6)       1.1
                                             ---------------------
DCP - current quarter                           59.1       60.3
                                             =====================





Humana Inc.                                                       S-15
Footnotes to Statistical Schedules and Supplementary Information
1Q06 Earnings Release

Footnote
--------

(A) Restated to include stock-based compensation expense. Under
    SFAS 123R, which the company adopted effective January 1, 2006
    using the modified retrospective method, stock-based compensation
    expense is recognized based on the grant date fair value over the
    vesting period.

(B) Computed based on average membership for the period (i.e.,
    monthly ending membership during the period divided by the number
    of months in the period).

(C) TRICARE revenues are not contracted on a per member basis.

(D) In a limited number of circumstances, the company contracts
    with hospitals and physicians to accept financial risk for a
    defined set of HMO membership. In transferring this risk, the
    company prepays 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, the company generally agrees 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.

(E) In some circumstances, the company contracts 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, the company processes
    substantially all of the claims under these arrangements.

(F) 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.

(G) TRICARE IBNR decreased due to favorable development as more
    fully discussed in Footnote M below.

(H) TRICARE other medical expenses 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 the
    company's balance sheet).

(I) 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 the company's behalf. Reserves for TRICARE
    unprocessed claims inventory are included in TRICARE IBNR.

(J) 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.

(K) The balance due to the company's pharmacy benefit
    administrator fluctuates due to bi-weekly payments made three
    times a month and the month-end cutoff.

(L) The impact of any change in "incurred related to prior years"
    claims may be offset as the company re-establishes the "incurred
    related to current year". The company's 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.

(M) Changes in estimates of TRICARE incurred claims for prior
    years recognized during 2006 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.

(N) The receipt cycle time measures the average length of time
    between when a claim was initially incurred and when the claim
    form was received. Receipt cycle time data for our largest claim
    processing platforms representing approximately 87% of the
    company's fully insured claims volume. Pharmacy claims are
    excluded from this measurement.

(O) A common metric for monitoring medical claim reserve levels
    relative to the medical claims expense 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 the company has some providers under
    capitation payment arrangements (which do not require a medical
    claim IBNR reserve), the company has also summarized this metric
    excluding capitation expense.

(P) DCP fluctuates due to a number of issues, the more significant
    of which are detailed in the rollforward of DCP from the fourth
    quarter of the prior year. Growth in certain product lines can
    also impact DCP for the quarter since a provision for claims would
    not have been recorded for members that had not yet enrolled
    earlier in the quarter, yet those members would have a provision
    and corresponding reserve recorded upon enrollment later in the
    quarter.

(Q) Excludes the impact of Medicare stand-alone PDPs.

CONTACT: Humana Inc.
Investor Relations:
Regina Nethery, 502-580-3644
Rnethery@humana.com
or
Corporate Communications:
Tom Noland, 502-580-3674
Tnoland@humana.com

SOURCE: Humana Inc.