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Humana Inc. Reports Second Quarter 2006 Financial Results including Earnings Per Share of $0.53

Humana Inc. Reports Second Quarter 2006 Financial Results including Earnings Per Share of $0.53

July 31, 2006 at 5:01 AM EDT
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LOUISVILLE, Ky., Jul 31, 2006 (BUSINESS WIRE) -- Humana Inc. (NYSE: HUM):

-- EPS for second quarter up 8 percent versus prior year

-- Consolidated revenues up 52 percent to $5.41 billion

-- Medical membership exceeds 11 million

-- Full-year cash flow guidance raised

Humana Inc. (NYSE: HUM) today reported $0.53 in diluted earnings per common share (EPS) for the quarter ended June 30, 2006 (2Q06), $0.19 per share higher than the mid-point of the company's prior guidance. On a year-over-year basis, the 2Q06 EPS is 8 percent higher than the company's EPS for the quarter ended June 30, 2005 (2Q05) of $0.49 (a). The upside in the quarter was a combination of better-than-expected performance in the company's Medicare Advantage, commercial and TRICARE business lines, partially offset by profit margins in its Prescription Drug Plans (PDPs) moving to the low end of the projected range.

The company continues to estimate EPS for the year ending December 31, 2006 (FY06E) 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. In addition to the impact of changes associated with second quarter performance, this forecast has been revised to reflect management's updated expectations for Medicare marketing costs in the latter half of 2006. In order to maximize 2007 Medicare growth opportunities, the company now anticipates its second-half 2006 Medicare marketing costs to be approximately $0.15 per share higher than it had previously forecast.

"Strong results in our Medicare Advantage, Commercial and TRICARE businesses combined to produce second-quarter earnings that significantly surpassed our expectations," said Michael B. McCallister, Humana's president and chief executive officer. "We're on track to grow revenues by 50 percent this year as we enhance our reputation as the consumer leader in health benefits and expand our Medicare business into a long-term growth engine."

For the six months ended June 30, 2006 (1H06) the company reported $1.03 in EPS compared to $1.14 (a) for the six months ended June 30, 2005 (1H05). The year-over-year decline in year-to-date results was expected given the change in the quarterly pattern of 2006 earnings primarily driven by the introduction of the company's stand-alone Medicare PDPs in January 2006. Higher Medicare administrative costs in 1H06 versus 1H05 also contributed to the decline in earnings from the 2005 period. Given these factors, earnings are expected to increase in the second half of the year compared to the same period in 2005.

Revenues - 2Q06 consolidated revenues rose 52 percent to $5.41 billion from $3.55 billion in 2Q05, with total premium and administrative services fees also up 52 percent compared to the prior year's quarter. These increases were primarily the result of higher enrollment in the company's Medicare Advantage plans and new 2006 revenues from stand-alone PDPs for Medicare beneficiaries.

1H06 consolidated revenues rose 46 percent to $10.11 billion from $6.93 billion in 1H05 with total premium and administrative services fees up 45 percent compared to the prior year's period, also primarily driven by enrollment in the company's Medicare Advantage plans and stand-alone PDPs.

Medical costs - The company's medical expense ratio (medical expenses as a percent of premium revenue or MER) of 85.1 percent in 2Q06 was 130 basis points higher than that for 2Q05 as 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 primarily results from the introduction of the stand-alone PDP results in 2006, as described more fully in the Government Segment results discussion below.

The consolidated MER for 1H06 of 84.4 percent was 60 basis points higher than the 1H05 consolidated MER of 83.8 percent, driven by the same factors affecting the 2Q06 MER.

Selling, general, & administrative (SG&A) expenses - 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) decreased to 13.7 percent for 2Q06 from 14.0 percent (a) in 2Q05. This resulted primarily from growth in revenues which began to outpace the related increase in administrative spending on a consolidated basis during the quarter. The consolidated SG&A ratio improved 240 basis points compared to the first quarter of 2006 for this reason.

The SG&A expense ratio for 1H06 of 14.8 percent was 70 basis points higher than the 1H05 ratio of 14.1 percent (a) due to the increase in SG&A expenses associated with the Medicare expansion in the first quarter of 2006 coupled with an increase in the percentage of Commercial medical members in ASO accounts. The increase in the Medicare administrative costs results from the build out of infrastructure and support functions in advance of the anticipated continued escalation in enrollment as well as sales and marketing spending occurring in a more concentrated 2006 Medicare selling season.

Government Segment Results Summary

Pretax results:

-- Government Segment pretax earnings were $98.0 million in 2Q06 compared to $102.5 million(a) in 2Q05. This decline was anticipated because Medicare stand-alone PDP offerings changed the company's quarterly pattern of earnings for 2006 given the medical expense patterns associated with PDP benefit designs.

-- For 1H06, pretax earnings for the Government Segment of $119.6 million were $53.4 million, or 31 percent lower than 1H05 pretax earnings for the segment of $173.0 million(a) with the first half results also impacted primarily by the new PDP offerings in 2006.

Enrollment:

-- Medicare Advantage membership rose to 959,800 at June 30, 2006, an increase of 485,500, or 102 percent, from June 30, 2005 and 218,600, or 29 percent, from March 31, 2006. The company's expanded participation in various Medicare products and markets combined with the company's increased sales and marketing efforts for these programs led to the higher membership level.

-- July 2006 Medicare Advantage membership approximated 990,000. The company now expects Medicare Advantage membership will approximate 1 million at December 31, 2006.

-- Membership in the company's stand-alone PDPs totaled 3,458,800 at June 30, 2006, a sequential increase of 1.5 million, or 77 percent, primarily driven by strong sales during the final two weeks of the open enrollment period which ended on May 15, 2006. The company now anticipates stand-alone PDP membership of approximately 3.5 million at the end of 2006. The significant PDP membership growth during May is not anticipated to substantially increase the company's net earnings for 2006. This is primarily due to the front-loaded pattern of medical spend generally associated with PDP members and the shortened time frame during which such spending would occur for these members through the remainder of 2006 given their enrollment timing.

-- As expected, TRICARE membership of 2,874,500 at June 30, 2006 was essentially unchanged from March 31, 2006. The company also anticipates no material change in TRICARE membership during 2006 compared to year-end 2005.

-- Medicaid membership of 418,500 at June 30, 2006 declined 59,400 from June 30, 2005 and 8,500 from March 31, 2006 due primarily to the non-renewal of the Illinois Medicaid contract in the third quarter of 2005 and a continuing shift of eligible Puerto Rico Medicaid members to the Medicare program.

Revenues:

-- Medicare Advantage premiums of $2.11 billion in 2Q06 increased 93 percent compared to $1.09 billion in 2Q05, primarily the result of higher enrollment, increases in per-member revenues from CMS, and the expanded geography across which Medicare Advantage products were offered. Medicare Advantage premiums per member increased 2 percent year over year during 2Q06, primarily resulting from the increase in per-member revenues from CMS, combined with an increase in the percentage of Medicare Advantage members in the company's Private Fee-For-Service products together with a more diverse geographic mix than in the prior year. At June 30, 2006, approximately 46 percent of the company's Medicare Advantage members were in Private Fee-For-Service plans versus 11 percent at June 30, 2005.

-- Medicare PDP premiums added $801.8 million in new revenues in 2Q06 versus 2Q05.

-- TRICARE premiums and administrative services fees during 2Q06 of $668.8 million compared to $626.6 million in 2Q05. The year-over-year increase primarily reflects a higher reimbursement for claims incurred in 2Q06 combined with revenue from favorable performance for the second option period which concluded on March 31, 2006.

Medical Expenses:

-- The Government Segment MER increased 220 basis points to 86.0 percent in 2Q06 compared to 83.8 percent in the prior year's quarter. The increase is primarily the result of the establishment of the stand-alone PDPs in January 2006. The MER for the company's PDP business was 92.7 percent for 2Q06.

-- 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. The company now anticipates an MER for the full year for its stand-alone PDPs in the range of 86 percent to 89 percent, with MER improvement expected in each quarter sequentially throughout the remainder of the year. Variables that may impact the quarterly MER for the stand-alone PDPs primarily 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 2Q06 of 11.5 percent was 90 basis points higher than that for 2Q05 of 10.6 percent(a) primarily 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 higher year over year. On a sequential basis, the segment's SG&A ratio improved 230 basis points primarily due to the administrative cost leverage provided by revenues associated with higher average membership for this segment.

-- The company anticipates that its SG&A expense ratio for the second half of 2006 will improve over that for 1H06 as marketing expenses decline during the Medicare Advantage lock-in period that began 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

Pretax results:

-- Results for the Commercial Segment during 2Q06 reflect pretax income of $42.3 million compared to $22.3 million(a) in 2Q05. Commercial Segment operating earnings in 2Q06 primarily reflect year-over-year improvements in medical cost utilization trends and the company's commitment to underwriting discipline.

-- For 1H06, pretax earnings for the Commercial Segment of $152.0 million were $83.5 million, or 122 percent higher than 1H05 pretax earnings for the segment of $68.5 million(a) primarily reflecting the same drivers which impacted 2Q06 earnings performance combined with higher-than-average capital gains in the first quarter of 2006.

Enrollment:

-- Commercial Segment medical membership of 3,313,900 at June 30, 2006 increased approximately 114,200, or 4 percent, from June 30, 2005 and 54,500, or 2 percent, from March 31, 2006. The sequential increase in Commercial Segment medical membership was primarily the result of the company's acquisition of CHA Health on May 1, 2006.

-- Membership in the company's Smart plans and other consumer offerings increased year over year to 416,400 at June 30, 2006, representing approximately 13 percent of Commercial medical membership compared to 11 percent at June 30, 2005 and 13 percent at March 31, 2006.

Revenues:

-- Premiums and administrative services fees for the Commercial Segment decreased 1 percent to $1.64 billion in 2Q06 compared to $1.66 billion in the prior year's quarter, as an increase in administrative services fees resulting from a 21 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 5.5 percent on a per-member basis during 2Q06 compared to 2Q05. This increase primarily 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 the small group business generally include a higher level of benefit buy-downs versus larger employers. The company anticipates the FY06 range of increase in commercial premiums for fully insured group membership to be in the range of the expected increase in per-member medical costs.

Medical Expenses:

-- In 2Q06, the Commercial Segment MER of 82.9 percent was 90 basis points lower than the 2Q05 MER of 83.8 percent, again primarily reflecting improving medical cost utilization trends and the company's commitment to underwriting discipline.

-- Per-member medical costs for commercial fully insured group accounts are now forecasted to rise in the range of 5.5 to 6.5 percent during 2006, including the effect of a greater percentage of the company's fully-insured groups being weighted towards small employers, as discussed above.

-- The company continues to project individual components of commercial medical cost trend for 2006 will 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 18.8 percent for 2Q06 compares to 17.7 percent(a) in 2Q05, primarily 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 2Q06 versus 37 percent in the prior year. On a sequential basis, the segment's SG&A ratio improved 160 basis points primarily due to progressively higher administrative cost leverage.

Cash Flows from Operations

Cash flows provided by operations for 2Q06 of $534.9 million compared to $179.3 million(a) in 2Q05. The company also evaluates operating cash flows on a non-GAAP basis(b)(c).

Cash flows from operations
 ($ in millions)                 2Q06     2Q05(a)    1H06     1H05(a)
----------------------------------------------------------------------
GAAP cash flows provided by
 operations                      $534.9    $179.3  $1,542.8    $274.9
----------------------------------------------------------------------
Timing of premium payment from
 CMS (c)                         (257.2)       --  (1,031.7)     19.8
----------------------------------------------------------------------
Non-GAAP cash flows provided
 by operations (b)(c)            $277.7    $179.3    $511.1    $294.7
----------------------------------------------------------------------

Non-GAAP cash flows provided by operations rose to $277.7 million in 2Q06 from $179.3 million in 2Q05 driven by growth in the company's Medicare operations. The company now expects that cash flows from operations for 2006 will be in the range of $850 million to $950 million driven by expected higher earnings over the prior year together with anticipated changes in working capital.


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 have been
    adjusted to retrospectively reflect the expensing of stock
    options.

(b) The Company has included certain financial measures that are not
    in accordance with GAAP 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) 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.


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 following documents filed by Humana with the Securities and Exchange Commission

-- Form 10-K for the year ended December 31, 2005,

-- Form 10-Q for the quarter ended March 31, 2006,

-- Form 8-Ks filed during May, June, and July 2006.

About Humana

Humana Inc., headquartered in Louisville, Ky., is one of the nation's largest publicly traded health benefits companies, with over 11 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 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 July 31, 2006

Diluted earnings per        Full year: $2.82 to $2.88
 common share               Third quarter 2006: $0.95 to $1.00
----------------------------------------------------------------------
Revenues                    Consolidated: $21 billion to $22 billion
                            Medicare Advantage:  $8.5 billion to $9.0
                             billion
                            Medicare stand-alone PDPs:  $2.8 billion
                             to $3.2 billion
                            TRICARE:  $2.5 billion to $2.9 billion
                            Commercial:  $6.5 billion to $7.0 billion
----------------------------------------------------------------------
Year-end medical            Medicare Advantage: approximately 1
 membership                  million
                            Medicare stand-alone PDPs: approximately
                             3.5 million
                            TRICARE: No material change from prior
                             year
                            Medicaid:  Down approximately 40,000 from
                             prior year
                            Commercial: Up approximately 140,000 to
                             150,000 from prior year including the
                             benefit of members acquired via the CHA
                             Health acquisition
----------------------------------------------------------------------
Medical costs               Medicare stand-alone PDPs: MER in the
                             range of 86% to 89%
                            Commercial fully insured groups:  Medical
                             cost trends in the range of 5.5% to 6.5%;
                             premium yields in line with medical cost
                             trends
----------------------------------------------------------------------
Selling, general &          Consolidated SG&A expense ratio of 13% to
 administrative expenses     14%
----------------------------------------------------------------------
Pretax results              Medicare Advantage: 3% to 5% pretax
(1) excluding allocation     margin(1)
of investment and other     Medicare stand-alone PDPs:  Approximately
income and interest          1% pretax margin(1)
expense                     TRICARE: Approximately 3% to 4% pretax
                             margin(1)
                            Commercial Segment: $200 million to $240
                             million
----------------------------------------------------------------------
Cash flows from             $850 million to $950 million
 operations
----------------------------------------------------------------------
Capital expenditures        $155 million to $165 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
                        2Q06 Earnings Release


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

Contents

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

S-3            2Q06 Consolidated Statements of Income
S-4            YTD Consolidated Statements of Income
S-5            Consolidated Balance Sheets
S-6            2Q06 Consolidated Statements of Cash Flows
S-7            YTD Consolidated Statements of Cash Flows
S-8            2005 Quarters Adjusted to Reflect Retrospective
                Application of Expensing Stock Options
S-9            2003 Through 2005 Adjusted to Reflect Retrospective
                Application of Expensing Stock Options
S-10           Key Income Statement Ratios and Segment Operating
                Results
S-11           Membership Detail
S-12           2Q06 Premiums and Administrative Services Fees Detail
S-13           YTD Premiums and Administrative Services Fees Detail
S-14           Percentage of Ending Membership under Capitation
                Arrangements
S-15           Detail of Medical and Other Expenses Payable Balance
                and Year-to-Date Changes
S-16-17        Medical Claims Reserves Statistics
S-18           Footnotes


Humana Inc.                                                        S-3
2Q06 Consolidated Statements of Income
In thousands, except per common share results


                          Three Months Ended
                               June 30,
                        -----------------------
                                                  Dollar    Percentage
                           2006      2005 (A)     Change      Change
                        ----------------------- ----------------------
Revenues:
  Premiums              $5,264,475  $3,446,019  $1,818,456       52.8%
  Administrative
   services fees            83,711      66,655      17,056       25.6%
  Investment income         50,567      31,131      19,436       62.4%
  Other income               8,416       2,556       5,860      229.3%
                        ----------------------- -----------
      Total revenues     5,407,169   3,546,361   1,860,808       52.5%
                        ----------------------- -----------
Operating expenses:
  Medical                4,479,501   2,888,509   1,590,992       55.1%
  Selling, general and
   administrative          733,863     490,919     242,944       49.5%
  Depreciation              31,613      24,815       6,798       27.4%
  Other intangible
   amortization              4,983       6,948      (1,965)     -28.3%
                        ----------------------- -----------
      Total operating
       expenses          5,249,960   3,411,191   1,838,769       53.9%
                        ----------------------- -----------
Income from operations     157,209     135,170      22,039       16.3%
Interest expense            16,887      10,322       6,565       63.6%
                        ----------------------- -----------
Income before income
 taxes                     140,322     124,848      15,474       12.4%
Provision for income
 taxes                      50,833      43,436       7,397       17.0%
                        ----------------------- -----------
Net income                 $89,489     $81,412      $8,077        9.9%
                        ======================= ===========

Basic earnings per
 common share                $0.55       $0.50       $0.05       10.0%
Diluted earnings per
 common share                $0.53       $0.49       $0.04        8.2%

Shares used in
 computing basic
 earnings per common
 share                     163,706     161,492
Shares used in
 computing diluted
 earnings per common
 share                     167,536     165,149



Humana Inc.                                                        S-4
YTD Consolidated Statements of Income
In thousands, except per common share results


                           Six Months Ended
                               June 30,
                        -----------------------
                                                  Dollar    Percentage
                            2006      2005 (A)    Change      Change
                        ----------------------- ----------------------
Revenues:
  Premiums              $9,785,961  $6,736,834  $3,049,127       45.3%
  Administrative
   services fees           162,389     130,168     $32,221       24.8%
  Investment income        149,469      61,342     $88,127      143.7%
  Other income              13,715       5,242      $8,473      161.6%
                        ----------------------- -----------
      Total revenues    10,111,534   6,933,586  $3,177,948       45.8%
                        ----------------------- -----------
Operating expenses:
  Medical                8,263,427   5,642,242  $2,621,185       46.5%
  Selling, general and
   administrative        1,474,749     969,959    $504,790       52.0%
  Depreciation              61,465      49,621     $11,844       23.9%
  Other intangible
   amortization             10,037      11,391     ($1,354)     -11.9%
                        ----------------------- -----------
      Total operating
       expenses          9,809,678   6,673,213  $3,136,465       47.0%
                        ----------------------- -----------
Income from operations     301,856     260,373     $41,483       15.9%
Interest expense            30,326      18,845     $11,481       60.9%
                        ----------------------- -----------
Income before income
 taxes                     271,530     241,528     $30,002       12.4%
Provision for income
 taxes                      98,326      53,381     $44,945       84.2%
                        ----------------------- -----------
Net income                $173,204    $188,147    ($14,943)      -7.9%
                        ======================= ===========

Basic earnings per
 common share                $1.06       $1.17      ($0.11)      -9.4%
Diluted earnings per
 common share                $1.03       $1.14      ($0.11)      -9.6%

Shares used in
 computing basic
 earnings per common
 share                     163,411     161,202
Shares used in
 computing diluted
 earnings per common
 share                     167,430     164,823



Humana Inc.                                                        S-5
Consolidated Balance Sheets
Dollars in thousands, except share amounts

                                                     Sequential Change
                   June 30,   March 31, December 31, -----------------
                     2006       2006      2005 (A)    Dollar   Percent
                  ---------------------------------- -----------------
Assets
Current assets:
 Cash and cash
  equivalents     $2,258,464 $1,843,405    $732,016
 Investment
  securities       2,998,440  2,623,009   2,354,904
 Receivables, net:
   Premiums          767,610    763,061     723,190
   Administrative
    services fees     14,842     21,652      15,462
 Securities
  lending
  collateral         240,849    250,322      47,610
 Other               778,821    517,877     333,004
                  ----------------------------------
   Total current
    assets         7,059,026  6,019,326   4,206,186  $1,039,700  17.3%
Property and
 equipment           505,721    498,267     484,412
Other assets:
 Long-term
  investment
  securities         387,362    374,583     391,035
 Goodwill          1,307,650  1,265,176   1,264,575
 Other               576,841    540,668     523,406
                  ----------------------------------
   Total other
    assets         2,271,853  2,180,427   2,179,016
                  ----------------------------------
Total assets      $9,836,600 $8,698,020  $6,869,614  $1,138,580  13.1%
                  ==================================

Liabilities and
 Stockholders'
 Equity
Current
 liabilities:
 Medical and
  other expenses
  payable         $2,457,643 $2,169,489  $1,909,682
 Trade accounts
  payable and
  accrued
  expenses         1,102,919    871,231     560,550
 Book overdraft      271,824    275,587     280,005
 Securities
  lending payable    240,849    250,322      47,610
 Unearned
  revenues         1,170,278    920,678     120,489
 Current portion
  of long-term
  debt               299,941    300,231     301,254
                  ----------------------------------
   Total current
    liabilities    5,543,454  4,787,538   3,219,590    $755,916  15.8%
Long-term debt       784,399    601,225     513,790
Other long-term
 liabilities         849,952    741,498     627,360
                  ----------------------------------
    Total
     liabilities   7,177,805  6,130,261   4,360,740  $1,047,544  17.1%
                  ----------------------------------
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;
  181,012,456
  issued at June
  30, 2006            30,170     30,085      29,843
 Capital in
  excess of par
  value            1,285,399  1,264,161   1,235,888
 Retained
  earnings         1,594,879  1,505,390   1,421,675
 Accumulated
  other
  comprehensive
  (loss) income      (43,352)   (28,408)     24,832
 Treasury stock,
  at cost,
  15,948,235
  shares at June
  30, 2006          (208,301)  (203,469)   (203,364)
                  ----------------------------------
   Total
    stockholders'
    equity         2,658,795  2,567,759   2,508,874     $91,036   3.5%
                  ----------------------------------
Total liabilities
 and
 stockholders'
 equity           $9,836,600 $8,698,020  $6,869,614  $1,138,580  13.1%
                  ==================================

Debt to total
 capitalization
 ratio                  29.0%      26.0%       24.5%


Humana Inc.                                                        S-6
2Q06 Consolidated Statements of Cash Flows
Dollars in thousands

                          Three Months Ended
                               June 30,
                        -----------------------
                                                  Dollar    Percentage
                           2006      2005 (A)     Change      Change
                        ----------------------- ----------------------
Cash flows from
 operating activities
  Net income               $89,489     $81,412
  Adjustments to
   reconcile net income
   to net cash provided
   by operating
   activities:
    Depreciation and
     amortization           36,596      31,763
    Stock-based
     compensation            8,471       7,646
    Provision for
     deferred income
     taxes                   2,479       3,124
    Changes in
     operating assets
     and liabilities
     excluding the
     effects of
     acquisitions:
      Receivables            3,104     (19,825)
      Other assets        (174,050)    (20,154)
      Medical and other
       expenses payable    266,956     131,501
      Other liabilities     57,967     (13,949)
      Unearned revenues    244,661     (22,535)
    Other                     (818)        304
                        -----------------------
Net cash provided by
 operating activities      534,855     179,287    $355,568      198.3%
                        -----------------------

Cash flows from
 investing activities
  Acquisitions, net of
   cash acquired           (25,818)     (4,627)
  Purchases of property
   and equipment           (36,712)    (31,034)
  Proceeds from sales
   of property and
   equipment                    18          30
  Purchases of
   investment
   securities             (594,890)   (531,234)
  Proceeds from
   maturities of
   investment
   securities              100,289     131,947
  Proceeds from sales
   of investment
   securities              152,855     325,329
  Change in securities
   lending collateral        9,473      49,680
                        -----------------------
Net cash used in
 investing activities     (394,785)    (59,909)  ($334,876)    -559.0%
                        -----------------------

Cash flows from
 financing activities
  Receipts from CMS
   contract deposits       550,868           -
  Withdrawals from CMS
   contract deposits      (462,981)          -
  Repayments under
   credit agreement       (300,000)    (25,000)
  Proceeds from
   issuance of senior
   notes                   498,545           -
  Debt issue costs          (3,825)          -
  Change in book
   overdraft                (3,763)    (10,248)
  Change in securities
   lending payable          (9,473)    (49,680)
  Common stock
   repurchases              (4,832)       (315)
  Tax benefit from
   stock-based
   compensation              5,252       2,570
  Proceeds from stock
   option exercises and
   other                     5,198       6,821
                        -----------------------
Net cash provided by
 (used in) financing
 activities                274,989     (75,852)   $350,841      462.5%
                        -----------------------

Increase in cash and
 cash equivalents          415,059      43,526
Cash and cash
 equivalents at
 beginning of period     1,843,405     560,264
                        -----------------------

Cash and cash
 equivalents at end of
 period                 $2,258,464    $603,790
                        =======================


Humana Inc.                                                        S-7
YTD Consolidated Statements of Cash Flows
Dollars in thousands
                           Six Months Ended
                               June 30,
                        -----------------------
                                                  Dollar    Percentage
                            2006       2005 (A)   Change      Change
                        ----------------------- ----------------------
Cash flows from
 operating activities
  Net income              $173,204    $188,147
  Adjustments to
   reconcile net income
   to net cash provided
   by (used in)
   operating
   activities:
    Depreciation and
     amortization           71,502      61,012
    Stock-based
     compensation           15,051      14,370
    (Benefit) provision
     for deferred
     income taxes           (1,226)     11,186
    Changes in
     operating assets
     and liabilities
     excluding the
     effects of
     acquisitions:
       Receivables         (42,957)    (26,250)
       Other assets       (359,300)    (28,514)
       Medical and
        other expenses
        payable            526,763     218,166
       Other
        liabilities        172,719    (117,906)
       Unearned
        revenues         1,044,850     (44,951)
    Other                  (57,778)       (400)
                        -----------------------
Net cash provided by
 operating activities    1,542,828     274,860  $1,267,968      461.3%
                        -----------------------

Cash flows from
 investing activities
  Acquisitions, net of
   cash acquired           (25,931)   (352,726)
  Purchases of property
   and equipment           (81,973)    (67,227)
  Proceeds from sales
   of property and
   equipment                 2,156          38
  Purchases of
   investment
   securities           (2,258,548) (1,245,605)
  Proceeds from
   maturities of
   investment
   securities            1,010,397     393,612
  Proceeds from sales
   of investment
   securities              712,685     759,835
  Change in securities
   lending collateral     (193,239)        842
                        -----------------------
Net cash used in
 investing activities     (834,453)   (511,231)  ($323,222)     -63.2%
                        -----------------------

Cash flows from
 financing activities
  Receipts from CMS
   contract deposits     1,045,062           -
  Withdrawals from CMS
   contract deposits      (736,425)          -
  Borrowings under
   credit agreement        100,000     294,000
  Repayments under
   credit agreement       (300,000)    (50,000)
  Proceeds from
   issuance of senior
   notes                   498,545           -
  Debt issue costs          (3,825)          -
  Change in book
   overdraft                (8,181)     (9,567)
  Change in securities
   lending payable         193,239        (842)
  Common stock
   repurchases              (4,937)     (1,691)
  Tax benefit from
   stock-based
   compensation             13,656       6,225
  Proceeds from stock
   option exercises and
   other                    20,939      21,957
                        -----------------------
Net cash provided by
 financing activities      818,073     260,082    $557,991      214.5%
                        -----------------------

Increase in cash and
 cash equivalents        1,526,448      23,711
Cash and cash
 equivalents at
 beginning of period       732,016     580,079
                        -----------------------

Cash and cash
 equivalents at end of
 period                 $2,258,464    $603,790
                        =======================


Humana Inc.                                                        S-8
2005 Quarters Adjusted to Reflect Retrospective Application of
 Expensing Stock Options
In thousands, except per common share results

                   ------------------------- -------------------------
                             1Q05                      2Q05
                   ------------------------- -------------------------
                     Reported   Adjusted (A)   Reported   Adjusted (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   Adjusted (A)   Reported   Adjusted (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-9
2003 Through 2005 Adjusted to Reflect Retrospective Application of
 Expensing Stock Options
In thousands, except per common share results

                      For the year ended        For the year ended
                       December 31, 2005         December 31, 2004
                   ------------------------- -------------------------
                     Reported   Adjusted (A)   Reported   Adjusted (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    Adjusted (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-10
Key Income Statement Ratios and Segment Operating Results
Dollars in thousands



                             Three Months Ended
                                   June 30,
                             -------------------
                                                            Percentage
                               2006    2005 (A)  Difference   Change
                             ------------------- ---------- ----------
Medical expense ratio
 Government Segment              86.0%     83.8%       2.2%
 Commercial Segment              82.9%     83.8%      -0.9%
 Consolidated                    85.1%     83.8%       1.3%

Selling, general, and
 administrative expense ratio
 Government Segment              11.5%     10.6%       0.9%
 Commercial Segment              18.8%     17.7%       1.1%
 Consolidated                    13.7%     14.0%      -0.3%


Detail of Pretax Income
 Government Segment           $97,981  $102,531    ($4,550)      -4.4%
 Commercial Segment            42,341    22,317     20,024       89.7%
                             ------------------- ----------
 Consolidated                $140,322  $124,848    $15,474       12.4%
                             =================== ==========

Detail of Pretax Margins
 Government Segment               2.6%      5.5%      -2.9%
 Commercial Segment               2.5%      1.3%       1.2%
 Consolidated                     2.6%      3.5%      -0.9%


                              Six Months Ended
                                   June 30,
                             -------------------
                                                            Percentage
                                2006   2005 (A)  Difference   Change
                             ------------------- ---------------------
Medical expense ratio
 Government Segment              85.8%     84.4%       1.4%
 Commercial Segment              81.5%     83.0%      -1.5%
 Consolidated                    84.4%     83.8%       0.6%

Selling, general, and
 administrative expense
 ratio
 Government Segment              12.5%     10.8%       1.7%
 Commercial Segment              19.6%     17.7%       1.9%
 Consolidated                    14.8%     14.1%       0.7%


Detail of Pretax Income
 Government Segment          $119,553  $173,003   ($53,450)     -30.9%
 Commercial Segment           151,977    68,525     83,452      121.8%
                             ------------------- ----------
 Consolidated                $271,530  $241,528    $30,002       12.4%
                             =================== ==========

Detail of Pretax Margins
 Government Segment               1.8%      4.9%      -3.1%
 Commercial Segment               4.5%      2.0%       2.5%
 Consolidated                     2.7%      3.5%      -0.8%


Humana Inc.                                                       S-11
Membership Detail
In thousands

                               Ending                       Ending
                            June 30, 2006 Average - 2Q06 June 30, 2005
                            ------------------------------------------
Medical Membership:
Government Segment:
 Medicare Advantage - HMO          457.0          453.8         418.0
 Medicare Advantage - PPO           64.6           54.7           3.7
 Medicare Advantage - PFFS         438.2          379.7          52.6
                            ------------------------------------------
     Total Medicare
      Advantage                    959.8          888.2         474.3
                            ------------------------------------------
 Medicare - PDP - Standard       2,066.5        1,755.4             -
 Medicare - PDP - Enhanced         977.2          743.8             -
 Medicare - PDP - Complete         415.1          355.0             -
                            ------------------------------------------
     Total Medicare stand-
      alone PDPs                 3,458.8        2,854.2             -
                            ------------------------------------------
         Total Medicare          4,418.6        3,742.4         474.3
                            ------------------------------------------
 TRICARE insured                 1,732.6        1,732.0       1,733.6
 TRICARE ASO                     1,141.9        1,141.8       1,142.8
                            ------------------------------------------
     Total TRICARE               2,874.5        2,873.8       2,876.4
 Medicaid                          418.5          422.2         477.9
                            ------------------------------------------
 Total Government Segment        7,711.6        7,038.4       3,828.6
                            ------------------------------------------
Commercial Segment:
 Fully insured medical:
     Group                       1,716.4        1,707.9       1,873.7
     Individual                    170.0          167.7         144.0
     Medicare supplement             6.7            6.4           3.6
                            ------------------------------------------
 Total fully insured
  medical                        1,893.1        1,882.0       2,021.3
 ASO                             1,420.8        1,411.5       1,178.4
                            ------------------------------------------
 Total Commercial Segment        3,313.9        3,293.5       3,199.7
                            ------------------------------------------

Total medical membership        11,025.5       10,331.9       7,028.3
                            ==========================================


Specialty Membership (all
 Commercial Segment)
 Dental - fully insured            955.6          954.2         893.7
 Dental - ASO                      496.5          496.8         488.9
                            ------------------------------------------
     Total dental                1,452.1        1,451.0       1,382.6
 Group life                        427.2          427.0         437.1
 Short-term disability              15.6           15.7          16.4
                            ------------------------------------------
Total specialty membership       1,894.9        1,893.7       1,836.1
                            ==========================================


                           Year-over-year                Sequential
                               Change        Ending        Change
                          ----------------  March 31, ----------------
                           Amount  Percent    2006     Amount  Percent
                          -------- ------- ---------- -------- -------
Medical Membership:
Government Segment:
 Medicare Advantage - HMO    39.0     9.3%     443.7     13.3     3.0%
 Medicare Advantage - PPO    60.9  1645.9%      35.4     29.2    82.5%
 Medicare Advantage -
  PFFS                      385.6   733.1%     262.1    176.1    67.2%
                          --------         ---------- --------
     Total Medicare
      Advantage             485.5   102.4%     741.2    218.6    29.5%
                          --------         ---------- --------
 Medicare - PDP -
  Standard                2,066.5   100.0%   1,289.2    777.3    60.3%
 Medicare - PDP -
  Enhanced                  977.2   100.0%     421.0    556.2   132.1%
 Medicare - PDP -
  Complete                  415.1   100.0%     248.8    166.3    66.8%
                          --------         ---------- --------
     Total Medicare
      stand-alone PDPs    3,458.8   100.0%   1,959.0  1,499.8    76.6%
                          --------         ---------- --------
         Total Medicare   3,944.3   831.6%   2,700.2  1,718.4    63.6%
                          --------         ---------- --------
 TRICARE insured             (1.0)   -0.1%   1,724.7      7.9     0.5%
 TRICARE ASO                 (0.9)   -0.1%   1,149.3     (7.4)   -0.6%
                          --------         ---------- --------
     Total TRICARE           (1.9)   -0.1%   2,874.0      0.5     0.0%
 Medicaid                   (59.4)  -12.4%     427.0     (8.5)   -2.0%
                          --------         ---------- --------
 Total Government Segment 3,883.0   101.4%   6,001.2  1,710.4    28.5%
                          --------         ---------- --------
Commercial Segment:
 Fully insured medical:
     Group                 (157.3)   -8.4%   1,695.1     21.3     1.3%
     Individual              26.0    18.1%     163.1      6.9     4.2%
     Medicare supplement      3.1    86.1%       6.0      0.7    11.7%
                          --------         ---------- --------
 Total fully insured
  medical                  (128.2)   -6.3%   1,864.2     28.9     1.6%
 ASO                        242.4    20.6%   1,395.2     25.6     1.8%
                          --------         ---------- --------
 Total Commercial Segment   114.2     3.6%   3,259.4     54.5     1.7%
                          --------         ---------- --------

Total medical membership  3,997.2    56.9%   9,260.6  1,764.9    19.1%
                          ========         ========== ========


Specialty Membership (all
 Commercial Segment)
 Dental - fully insured      61.9     6.9%     950.6      5.0     0.5%
 Dental - ASO                 7.6     1.6%     494.7      1.8     0.4%
                          --------         ---------- --------
     Total dental            69.5     5.0%   1,445.3      6.8     0.5%
 Group life                  (9.9)   -2.3%     421.3      5.9     1.4%
 Short-term disability       (0.8)   -4.9%      15.7     (0.1)   -0.6%
                          --------         ---------- --------
Total specialty
 membership                  58.8     3.2%   1,882.3     12.6     0.7%
                          ========         ========== ========


Humana Inc.                                                       S-12
2Q06 Premiums and Administrative Services Fees Detail
Dollars in thousands, except per member per month


                           Three Months Ended
                                June 30,
                         -----------------------
                                                   Dollar   Percentage
                            2006        2005       Change     Change
                         ----------------------- ---------------------
Premium revenues
Government Segment:
  Medicare Advantage     $2,109,406  $1,092,442  $1,016,964      93.1%
  Medicare stand-alone
   PDPs                     801,755           -     801,755     100.0%
                         ----------------------- -----------
      Total Medicare      2,911,161   1,092,442   1,818,719     166.5%
  TRICARE insured (C)       657,627     611,179      46,448       7.6%
  Medicaid                  129,158     134,730      (5,572)     -4.1%
                         ----------------------- -----------
  Total Government
   Segment premiums       3,697,946   1,838,351   1,859,595     101.2%
                         ----------------------- -----------
Commercial Segment:
  Fully insured medical   1,464,646   1,512,278     (47,632)     -3.1%
  Specialty                 101,883      95,390       6,493       6.8%
                         ----------------------- -----------
  Total Commercial
   Segment premiums       1,566,529   1,607,668     (41,139)     -2.6%
                         ----------------------- -----------
Total premium revenues   $5,264,475  $3,446,019  $1,818,456      52.8%
                         ======================= ===========


Administrative services
 fees
  Government segment
   (TRICARE-related) (C)    $11,144     $15,392     ($4,248)    -27.6%
  Commercial segment         72,567      51,263      21,304      41.6%
                         -----------------------------------
Total administrative
 services fees              $83,711     $66,655     $17,056      25.6%
                         ===================================



                                            Per Member per Month (B)
                                           Three Months Ended June 30,
                                           ---------------------------
                                              2006            2005
                                           ---------------------------
Premium revenues
Government Segment:
  Medicare Advantage                              $792           $780
  Medicare stand-alone
   PDPs                                            $94              -
  TRICARE insured (C)                             $127           $117
  Medicaid                                        $102            $94

Commercial Segment:
  Fully insured medical                           $259           $249
  Specialty                                        $21            $20

Administrative services fees
  Government segment
   (TRICARE-related) (C)                            $3             $4
  Commercial segment                               $13            $10


Humana Inc.                                                       S-13
YTD Premiums and Administrative Services Fees Detail
Dollars in thousands, except per member per month



                            Six Months Ended
                                June 30,
                         -----------------------
                                                   Dollar   Percentage
                             2006        2005      Change     Change
                         ----------------------- ---------------------
Premium revenues
Government Segment:
  Medicare Advantage     $3,830,249  $2,075,583  $1,754,666      84.5%
  Medicare stand-alone
   PDPs                   1,316,912           -   1,316,912     100.0%
                         ----------------------- -----------
      Total Medicare      5,147,161   2,075,583   3,071,578     148.0%
  TRICARE insured (C)     1,258,381   1,173,507      84,874       7.2%
  Medicaid                  258,625     269,144     (10,519)     -3.9%
                         ----------------------- -----------
  Total Government
   Segment premiums       6,664,167   3,518,234   3,145,933      89.4%
                         ----------------------- -----------
Commercial Segment:
  Fully insured medical   2,918,578   3,029,672    (111,094)     -3.7%
  Specialty                 203,216     188,928      14,288       7.6%
                         ----------------------- -----------
  Total Commercial
   Segment premiums       3,121,794   3,218,600     (96,806)     -3.0%
                         ----------------------- -----------
Total premium revenues   $9,785,961  $6,736,834  $3,049,127      45.3%
                         ======================= ===========


Administrative services
 fees
  Government segment
   (TRICARE-related) (C)    $22,335     $28,794     ($6,459)    -22.4%
  Commercial segment        140,054     101,374      38,680      38.2%
                         ----------------------- -----------
Total administrative
 services fees             $162,389    $130,168     $32,221      24.8%
                         ======================= ===========



                                            Per Member per Month (B)
                                            Six Months Ended June 30,
                                           ---------------------------
                                                2006          2005
                                           ---------------------------
Premium revenues
Government Segment:
  Medicare Advantage                              $808           $783
  Medicare stand-alone
   PDPs                                             $6              -
  TRICARE insured (C)                             $121           $112
  Medicaid                                        $101            $94

Commercial Segment:
  Fully insured medical                           $259           $247
  Specialty                                        $21            $20

Administrative services fees
  Government segment
   (TRICARE-related) (C)                            $3             $4
  Commercial segment                               $12            $10


Humana Inc.                                                       S-14
Percentage of Ending Membership under Capitation Arrangements

                                    Government Segment
                     -------------------------------------------------
                                  Medicare                      Total
                     Medicare    stand-alone                     Govt.
June 30, 2006        Advantage      PDPs    TRICARE  Medicaid  Segment
-------------        -------------------------------------------------

Capitated HMO
 hospital system
 based (D)                 3.4%           -       -        -      0.4%
Capitated HMO
 physician group
 based (D)                 2.5%           -       -     34.7%     2.2%
Risk-sharing (E)          27.9%           -       -     64.6%     7.0%
All other membership      66.2%       100.0%  100.0%     0.7%    90.4%
                     -------------------------------------------------
    Total medical
     membership          100.0%       100.0%  100.0%   100.0%   100.0%
                     =================================================

June 30, 2005
-------------

Capitated HMO
 hospital system
 based (D)                 7.6%           -       -      3.1%     1.3%
Capitated HMO
 physician group
 based (D)                 4.9%           -       -     35.5%     5.0%
Risk-sharing (E)          46.1%           -       -     55.3%    12.6%
All other membership      41.4%           -   100.0%     6.1%    81.1%
                     -------------------------------------------------
    Total medical
     membership          100.0%           -   100.0%   100.0%   100.0%
                     =================================================




                               Commercial Segment
                       -----------------------------------
                                                              Total
                           Fully                Total Comm.   Medical
June 30, 2006             insured         ASO     Segment   Membership
-------------          -----------------------------------------------
Capitated HMO
 hospital system
 based (D)                    1.8%          -         1.1%        0.6%
Capitated HMO
 physician group
 based (D)                    1.7%          -         1.0%        1.8%
Risk-sharing (E)              2.3%          -         1.3%        5.3%
All other membership         94.2%      100.0%       96.6%       92.3%
                       -----------------------------------------------
    Total medical
     membership             100.0%      100.0%      100.0%      100.0%
                       ===============================================

June 30, 2005
-------------
Capitated HMO
 hospital system
 based (D)                    2.7%          -         1.7%        1.5%
Capitated HMO
 physician group
 based (D)                    2.4%          -         1.5%        3.4%
Risk-sharing (E)              2.5%          -         1.6%        7.6%
All other membership         92.4%      100.0%       95.2%       87.5%
                       -----------------------------------------------
    Total medical
     membership             100.0%      100.0%      100.0%      100.0%
                       ===============================================


Humana Inc.                                                       S-15
Detail of Medical and Other Expenses Payable Balance
 and Year-to-Date Changes
Dollars in thousands

                                                         Sequential
                                                           Change
                  June 30,    March 31,  December 31, ----------------
                    2006         2006        2005      Dollar  Percent
                 ------------------------------------ ----------------
Detail of
 medical and
 other expenses
 payable
  IBNR and other
   medical
   expenses
   payable (F)   $1,580,587   $1,313,806  $1,125,205  $266,781   20.3%
  TRICARE IBNR (G)  316,251      346,774     409,413   (30,523)  -8.8%
  TRICARE other
   medical
   expenses
   payable (H)       92,963       90,073      88,443     2,890    3.2%
  Unprocessed
   claim
   inventories (I)  193,700      185,300     148,200     8,400    4.5%
  Processed
   claim
   inventories (J)  128,926       83,945      83,635    44,981   53.6%
  Payable to
   pharmacy
   benefit
   administrator
   (K)              145,216      149,591      54,786    (4,375)  -2.9%
                 ------------------------------------ ---------
Total medical
 and other
 expenses
 payable         $2,457,643   $2,169,489  $1,909,682  $288,154   13.3%
                 ==================================== =========



                Six Months
                   Ended     Year Ended
                  June 30,   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       21,198       37,375

  Incurred
   related to:
    Current
     year (L)     8,449,662   11,765,662
    Prior years
     - non-
     TRICARE (L)   (118,602)     (72,868)
    Prior years -
     TRICARE (M)    (83,464)     (41,324)
                 ------------------------
  Total incurred  8,247,596   11,651,470
                 ------------------------

  Paid related to:
    Current year (6,708,473)  (9,979,449)
    Prior years  (1,012,360)  (1,221,724)
                 ------------------------
  Total paid     (7,720,833) (11,201,173)
                 ------------------------

  Balances at
   end of period $2,457,643   $1,909,682
                 ========================

Humana Inc.                                                       S-16
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          15.8        15.9        (0.1)     -0.6%
  3rd Quarter Average             -        16.7         N/A       N/A
  4th Quarter Average             -        16.9         N/A       N/A
                       -------------------------------------
  Full Year Average            15.9        16.5        (0.6)     -3.6%
                       =====================================



Unprocessed Claims Inventories

                         Estimated                 Number of
                         Valuation   Claim Item     Days on
          Date            (000's)      Counts         Hand
  -------------------- -------------------------------------
            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
  -------------------- -------------------------------------
            6/30/2006      $193,700     702,000         4.8
  -------------------- -------------------------------------


Humana Inc.                                                       S-17
Medical Claims Reserves Statistics (Continued)


Days in Claims Payable (O) (P)

            Days in
             Claim                        DCP
 Quarter    Payable  Annual  Percentage Excluding   Annual  Percentage
  Ended      (DCP)   Change    Change   Capitation  Change    Change
----------------------------------------------------------------------
 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%
----------------------------------------------------------------------
 6/30/2006     59.5     6.7       12.7%       65.5     6.9       11.8%
----------------------------------------------------------------------



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               (2.5)    0.2
       Change in unprocessed claims inventories           1.1     1.0
       Change in processed claims inventories             1.1    (0.4)
       Change in TRICARE reserve balances                (5.5)    3.9
       Change in pharmacy payment cutoff                    -     1.5
       Growth in Medicare PFFS membership                 4.4     1.2
       Growth in individual membership                    0.8     0.9
       Change in provider payables under risk
        arrangements                                      1.2     1.4
       All other                                         (1.4)    1.1
                                                      ----------------
DCP - current quarter                                    59.5    60.3
                                                      ================


Humana Inc.                                                       S-18
Footnotes to Statistical Schedules and Supplementary Information
2Q06 Earnings Release

Footnote
--------

(A) Adjusted 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 as a result of the number of business days in the last
    payment cycle of the month. Payment cycles are every 10 days (10th
    & 20th of month) and the last day of the month.

(L) The impact of any change in "incurred related to prior years"
    claims is offset as the company re-establishes such amounts in the
    "incurred related to current year".

(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 the company's largest claim
    processing platforms representing approximately 82% 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) Excludes the impact of Medicare stand-alone PDPs.

(Q) 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.


SOURCE: Humana Inc.

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