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Humana Reports Detailed Second Quarter 2007 Financial Results

Humana Reports Detailed Second Quarter 2007 Financial Results

July 30, 2007 at 6:01 AM EDT

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LOUISVILLE, Ky., Jul 30, 2007 (BUSINESS WIRE) -- Humana Inc. (NYSE: HUM):

-- Full year EPS expected to grow more than 50 percent in 2007

-- Lower administrative costs primarily from efficiency and productivity gains

-- Improving medical expense ratios in both segments

-- GAAP cash flows from operations up 33 percent year to date

-- Non-GAAP cash flows from operations up 71 percent year to date

Humana Inc. (NYSE: HUM) today reported financial results for the quarter ended June 30, 2007 (2Q07) including diluted earnings per common share (EPS) of $1.28, as announced in the company's July 18, 2007 press release. The company earned $0.53 per share for the quarter ended June 30, 2006 (2Q06). The year-over-year improvement in second quarter results reflected higher operating earnings in both of the company's business segments, primarily driven by efficiency gains in its consolidated administrative costs as well as medical expense ratio improvement.

As also announced on July 18, 2007, the company estimates EPS for the year ending December 31, 2007 (FY07E) will be in the range of $4.40 to $4.50 versus $2.90 for the year ended December 31, 2006 (FY06).

"An across-the-board focus on operational excellence led to an extremely strong second quarter," said Michael B. McCallister, Humana's president and chief executive officer. "These same dynamics are expected to fuel Humana's performance for the remainder of the year and position us well for growth into the future."

For the six months ended June 30, 2007 (1H07) the company reported $1.70 in EPS compared to $1.03 for the six months ended June 30, 2006 (1H06). Results for 1H06 included approximately $0.19 per share of venture capital gains that did not recur in 1H07. The year-over-year increase in 1H07 financial results was primarily due to better operating performance in both business segments.

Revenues - 2Q07 consolidated revenues rose 19 percent to $6.43 billion from $5.41 billion in 2Q06, with total premium and administrative services fees up 18 percent compared to the prior year's quarter. This year-over-year increase was primarily driven by higher average Medicare membership versus 2Q06.

1H07 consolidated revenues rose 25 percent to $12.63 billion from $10.11 billion in 1H06 with total premium and administrative services fees up 25 percent compared to the prior year's period, also primarily driven by higher average enrollment in the company's Medicare plans.

Medical costs - The 2Q07 consolidated medical expense ratio (medical expenses as a percent of premium revenues or MER) of 83.4 percent was 170 basis points lower than the 2Q06 MER of 85.1 percent as a result of MER improvement in both the Government and Commercial segments.

The consolidated MER for 1H07 of 85.1 percent was 70 basis points higher than the 1H06 consolidated MER of 84.4 percent, as the year-over-year increase in the Government Segment MER resulting from the Medicare Part D claims pattern outweighed the improvement in the Commercial Segment MER.

Selling, general, & administrative (SG&A) expenses - The 2Q07 consolidated SG&A expense ratio (SG&A expenses as a percent of premiums, administrative services fees and other revenue) decreased 70 basis points to 13.0 percent for 2Q07 from 13.7 percent in 2Q06. The year-over-year decline was primarily the result of improving administrative cost efficiency and productivity gains associated with servicing the company's 11.3 million medical members.

The SG&A expense ratio for 1H07 of 13.2 percent was 160 basis points lower than that for 1H06 of 14.8 percent also primarily driven by efficiency and productivity gains.

Government Segment Results Summary

Pretax results:

-- Government Segment pretax earnings were $288.8 million in 2Q07 compared to $98.0 million in 2Q06. As expected, this primarily reflects a more normal MER pattern for the Part D benefit for 2007 as well as administrative cost efficiency associated with higher average Medicare medical membership. The extended enrollment period for this benefit during 2006 distorted the claims pattern associated with the beneficiaries' progression through the Part D benefit stages in the prior year.

-- For 1H07, pretax earnings for the Government Segment of $306.7 million increased by $187.1 million, or 157 percent versus 1H06 pretax earnings for the segment of $119.6 million, primarily reflecting the same factors impacting the year-over-year comparison for the second quarter.

Enrollment:

-- Medicare Advantage membership grew to 1,133,700 at June 30, 2007, an increase of 173,900, or 18 percent, from June 30, 2006 and 20,300, or 2 percent, from March 31, 2007. Average Medicare Advantage membership for 2Q07 was up 28 percent compared to that for 2Q06. 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 both year over year and sequentially.

-- Membership in the company's stand-alone Prescription Drug Plans (PDPs) totaled 3,440,100 at June 30, 2007 compared to 3,458,800 at June 30, 2006 and 3,473,700 at March 31, 2007. Average stand-alone PDP membership was 21 percent higher in 2Q07 than 2Q06.

-- TRICARE membership of 2,868,200 at June 30, 2007 was essentially unchanged from both June 30, 2006 and March 31, 2007.

-- Medicaid membership of 567,600 at June 30, 2007 increased 149,100 from June 30, 2006 due primarily to the award of a new Puerto Rico regional ASO contract during the fourth quarter of 2006, partially offset by eligible Puerto Rico Medicaid members choosing to move into the Medicare Advantage program.

Premiums and administrative services fees:

-- Medicare Advantage premiums of $2.80 billion in 2Q07 increased 33 percent compared to $2.11 billion in 2Q06, primarily the result of higher average membership.

-- Medicare stand-alone Part D premiums of $1.05 billion in 2Q07 increased 31 percent compared to $801.8 million in 2Q06, primarily the result of higher average membership.

-- TRICARE premiums and administrative services fees during 2Q07 increased $71.8 million to $740.6 million compared to $668.8 million in 2Q06.

Medical Expenses:

-- The Government Segment MER decreased 170 basis points to 84.3 percent in 2Q07 compared to 86.0 percent in the prior year's quarter. This decrease reflects a more normalized MER pattern for the Medicare Part D benefit for 2007. The extended enrollment period for this benefit during the prior year distorted the claims pattern associated with the beneficiaries' progression through the Part D benefit stages in 2006.

SG&A Expenses:

-- The Government Segment's SG&A expense ratio for 2Q07 of 10.0 percent was 150 basis points lower than that for 2Q06 of 11.5 percent primarily driven by efficiency and productivity gains associated with servicing higher average Medicare membership. The 2Q07 SG&A expense ratio was approximately 30 basis points lower than previously expected primarily due to improving staffing metrics and enhanced processes associated with servicing its Medicare business.

Commercial Segment Results Summary

Pretax results:

-- Commercial Segment pretax earnings were $50.8 million in 2Q07 compared to $42.3 million in 2Q06. Commercial Segment operating earnings in 2Q07 continue to reflect the company's commitment to underwriting discipline and strategic growth in select lines of business.

-- For 1H07, pretax earnings for the Commercial Segment of $145.2 million were $6.8 million, or 5 percent lower than 1H06 pretax earnings for the segment of $152.0 million as a result of a $45.3 million pretax gain associated with the sale of a venture capital investment that occurred in 1Q06.

Enrollment:

-- Commercial Segment medical membership of 3,278,700 at June 30, 2007 was essentially unchanged from both June 30, 2006 and March 31, 2007.

-- Membership in the company's Smart plans and other consumer offerings grew to 480,900 at June 30, 2007, an increase of 64,500, or 15 percent, from June 30, 2006 and 9,600, or 2 percent, from March 31, 2007. Medical members in these products comprise approximately 15 percent of Commercial medical membership at June 30, 2007 and March 31, 2007 compared to 13 percent at June 30, 2006.

Premiums and administrative services fees:

-- Premiums and administrative services fees for the Commercial Segment decreased 3 percent to $1.59 billion in 2Q07 compared to $1.64 billion in the prior year's quarter, primarily due to lower average commercial fully-insured membership, down 8 percent year over year, as well as a shift in business mix from fully-insured to ASO enrollment.

-- Commercial Segment medical premiums for fully-insured groups increased approximately 5 percent on a per-member basis during 2Q07 compared to 2Q06.

Medical Expenses:

-- In 2Q07, the Commercial Segment MER of 80.7 percent was 220 basis points lower than the 2Q06 MER of 82.9 percent, primarily reflecting improving medical cost utilization trends and the company's continued commitment to underwriting discipline.

SG&A Expenses:

-- The Commercial Segment SG&A expense ratio of 21.8 percent for 2Q07 compares to 18.7 percent in 2Q06, primarily the combined result of higher average ASO membership and administrative costs associated with increased business for the company's mail order pharmacy. Average ASO membership increased 8 percent versus the prior year's quarter.

Balance Sheet

-- Cash and cash equivalents of $3.72 billion increased $26.7 million or 1 percent sequentially. The early receipt of the April Medicare premium from the Centers for Medicare and Medicaid Services (CMS) during 1Q07 was essentially offset by the early receipt of the July Medicare premium from CMS during 2Q07.

-- Parent company cash and investments decreased to $419.3 million at June 30, 2007 from $424.4 million at December 31, 2006.

-- Unearned revenues of $1.36 billion increased 2 percent from the March 31, 2007 balance of $1.33 billion also due to the timing of the receipts of Medicare premiums from CMS.

-- Debt-to-total capitalization at June 30, 2007 was 26.1 percent, down 350 basis points from March 31, 2007 due primarily to the repayment of 1Q07 borrowings against the company's credit facility.

-- The company's working capital at June 30, 2007 included approximately $690.2 million in net Part D risk-share payables to CMS associated with the company's Medicare Advantage and stand-alone PDP offerings. Approximately $728.1 million of this net liability related to Part D plan offerings for the year ended December 31, 2006.

-- Days in claims payable excluding the impact of Medicare stand-alone PDPs were up slightly to 62.4 days at June 30, 2007 from 62.0 days at March 31, 2007.

Cash Flows from Operations

Cash flows provided by operations for 2Q07 of $477.3 million compared to cash provided by operations of $534.9 million in 2Q06.

Cash flows from operations
($ in millions)                    2Q07     2Q06     1H07      1H06
----------------------------------------------------------------------
Cash flows provided by operations
 in accordance with Generally
 Accepted Accounting Principles
 (GAAP)                           $477.3   $534.9  $2,051.7  $1,542.8
----------------------------------------------------------------------
Timing of premium payment from
 CMS(a)                            (45.6)  (257.2) (1,175.3) (1,031.7)
----------------------------------------------------------------------
Non-GAAP cash flows provided by
 operations(a)(b)                 $431.7   $277.7    $876.4    $511.1
----------------------------------------------------------------------

The company also evaluates operating cash flows on a non-GAAP basis(a)(b). Non-GAAP cash flows provided by operations rose to $431.7 million(a)(b) in 2Q07 from $277.7 million(a)(b) in 2Q06 driven primarily by growth in the company's Medicare operations.

Footnotes

(a) 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.

(b) The company believes that this non-GAAP measure, when presented in conjunction with the comparable GAAP measure, is useful to both management and its investors in analyzing the company's ongoing business and operating performance. Internally, management uses this non-GAAP financial measure as an indicator of business performance, as well as for operational planning and decision making purposes. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP.

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 may be accessed via the Historical Webcasts & Presentations section of the Investor Relations page at www.humana.com.

Cautionary Statement

This news release contains statements and earnings guidance points that are forward-looking. The forward-looking items herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking items 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, 2006,

-- Form 10-Q for the quarter ended March 31, 2007,

-- Form 8-Ks filed during 2007.

About Humana

Humana Inc., headquartered in Louisville, Kentucky, is one of the nation's largest publicly traded health benefits companies, with approximately 11.3 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 46-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 reports to stockholders;

-- Securities and Exchange Commission filings;

-- Most recent investor conference presentations;

-- Quarterly earnings news releases;

-- Replay of most recent earnings release conference calls;

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

-- Corporate Governance information.

Humana Inc.

Guidance Points as of  For the year ending     Comments
 July 30, 2007          December 31, 2007 (in
                        accordance with
                        Generally Accepted
                        Accounting Principles)
----------------------------------------------------------------------
Diluted earnings per   Full year 2007: $4.40
 common share (EPS)     to $4.50
                       3Q07: $1.45 to $1.50
----------------------------------------------------------------------
Revenues               Consolidated revenues:
                        $24.5 billion to $25.5
                        billion;

                       Premiums and ASO fees:
                         Medicare Advantage:
                          $10.5 billion to
                          $11.0 billion;
                         Medicare
                          stand-alone PDPs:
                          Approximately $3.5
                          billion;
                         TRICARE:
                          Approximately $3.0
                          billion;
                         Commercial: $6.5
                          billion to $7.0
                          billion;

                         Investment income:
                          $290 million to
                          $300 million;

                         Other revenue: $150   Other revenue primarily
                          million to $155       relates to revenues
                          million               associated with the
                                                company's mail order
                                                pharmacy; related
                                                administrative costs
                                                are in SG&A expenses

----------------------------------------------------------------------
Ending medical         Medicare Advantage:
 membership (fully-     1,120,000 to
 insured and ASO        1,130,000;
 combined)
                       Medicare stand-alone
                        PDPs: 3.4 million to
                        3.5 million;

                       TRICARE: No material
                        change from prior
                        year;

                       Medicaid: Down
                        approximately 10,000;

                       Commercial: Up
                        approximately 50,000
                        to 75,000 from prior
                        year
----------------------------------------------------------------------
Medical costs          Total Medicare          Medicare Advantage and
                        products: MER in the    stand-alone PDP
                        range of 82.5% to       combined
                        83.5%;

                       Commercial fully-       2007 secular Commercial
                        insured groups:         medical cost trend
                        Medical cost trends in  components as follows:
                        the range of 4.5% to    inpatient hospital
                        5.0%; premium yields    utilization - flat to
                        in line with medical    1 percent; inpatient
                        cost trends             and outpatient
                                                hospital rates - mid
                                                to upper single
                                                digits; outpatient
                                                hospital utilization -
                                                low to mid single
                                                digits; physician -
                                                mid single digits; and
                                                pharmacy - low double
                                                digits.
----------------------------------------------------------------------
Selling, general &     Consolidated SG&A       SG&A expenses as a
 administrative         expense ratio of 13%    percent of premiums,
 expenses               to 14%                  administrative costs,
                                                and other revenue
----------------------------------------------------------------------
Depreciation &         Approximately $185
 amortization           million
----------------------------------------------------------------------
Interest expense       Approximately $70
                        million
----------------------------------------------------------------------
Pretax results         Total Medicare          Medicare Advantage and
                        products:               stand-alone PDP
                        Approximately 5%        combined
                        pretax margin;

                       TRICARE: Approximately
                        3.5% pretax margin;



                       Commercial Segment:     Includes no material
                        $230 million to $240    benefit from venture
                        million                 capital gains
----------------------------------------------------------------------
Cash flows from        $1.2 billion to $1.5    Includes accrual for
 operations             billion                 estimated 2007 Part D
                                                risk-share payable in
                                                the range of zero to
                                                $200 million
----------------------------------------------------------------------
Capital expenditures   Approximately $220
                        million
----------------------------------------------------------------------
Effective tax rate     Approximately 36% to
                        37%
----------------------------------------------------------------------
Shares used in         Approximately 171
 computing EPS          million
----------------------------------------------------------------------

                                                                   S-1
                             Humana Inc.
                        Statistical Schedules
                                 And
                      Supplementary Information
                        2Q07 Earnings Release

                                                                   S-2
Humana Inc.
Statistical Schedules and Supplementary Information
2Q07 Earnings Release

Contents

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

S-3-4   Consolidated Statements of Income
S-5     Consolidated Balance Sheets
S-6-7   Consolidated Statements of Cash Flows
S-8     Key Income Statement Ratios and Segment Operating Results
S-9     Membership Detail
S-10-11 Premiums and Administrative Services Fees Detail
S-12    Percentage of Ending Membership under Capitation Arrangements
S-13-15 Medical Claims Reserves
S-16    Footnotes

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

                           ---------------------
                            Three Months Ended
                                  June 30,
                           ---------------------
                                                   Dollar   Percentage
                              2007       2006      Change     Change
                           --------------------- ---------------------
Revenues:
 Premiums                  $6,223,250 $5,264,475  $958,775       18.2%
 Administrative services
  fees                         97,093     83,711    13,382       16.0%
 Investment income             72,052     50,567    21,485       42.5%
 Other revenue                 34,402      8,416    25,986      308.8%
                           --------------------- ----------
     Total revenues         6,426,797  5,407,169 1,019,628       18.9%
                           --------------------- ----------
Operating expenses:
 Medical                    5,190,418  4,479,501   710,917       15.9%
 Selling, general and
  administrative              826,459    733,863    92,596       12.6%
 Depreciation                  48,820     31,613    17,207       54.4%
 Other intangible
  amortization                  5,444      4,983       461        9.3%
                           --------------------- ----------
     Total operating
      expenses              6,071,141  5,249,960   821,181       15.6%
                           --------------------- ----------
Income from operations        355,656    157,209   198,447      126.2%
Interest expense               16,066     16,887      (821)      -4.9%
                           --------------------- ----------
Income before income taxes    339,590    140,322   199,268      142.0%
Provision for income taxes    122,744     50,833    71,911      141.5%
                           --------------------- ----------
Net income                   $216,846    $89,489  $127,357      142.3%
                           ===================== ==========

Basic earnings per common
 share                          $1.30      $0.55     $0.75      136.4%
Diluted earnings per common
 share                          $1.28      $0.53     $0.75      141.5%

Shares used in computing
 basic earnings per common
 share                        166,614    163,706
Shares used in computing
 diluted earnings per
 common share                 169,596    167,536

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

                         ----------------------
                         Six Months Ended June
                                   30,
                         ----------------------
                                                  Dollar    Percentage
                            2007        2006      Change      Change
                         ---------------------- ----------------------
Revenues:
 Premiums                $12,227,813 $9,785,961 $2,441,852       25.0%
 Administrative services
  fees                       192,957    162,389     30,568       18.8%
 Investment income           145,579    149,469     (3,890)      -2.6%
 Other revenue                65,261     13,715     51,546      375.8%
                         ---------------------- -----------
     Total revenues       12,631,610 10,111,534  2,520,076       24.9%
                         ---------------------- -----------
Operating expenses:
 Medical                  10,404,418  8,263,427  2,140,991       25.9%
 Selling, general and
  administrative           1,647,069  1,474,749    172,320       11.7%
 Depreciation                 84,329     61,465     22,864       37.2%
 Other intangible
  amortization                 9,999     10,037        (38)      -0.4%
                         ---------------------- -----------
     Total operating
      expenses            12,145,815  9,809,678  2,336,137       23.8%
                         ---------------------- -----------
Income from operations       485,795    301,856    183,939       60.9%
Interest expense              33,984     30,326      3,658       12.1%
                         ---------------------- -----------
Income before income
 taxes                       451,811    271,530    180,281       66.4%
Provision for income
 taxes                       163,724     98,326     65,398       66.5%
                         ---------------------- -----------
Net income                  $288,087   $173,204   $114,883       66.3%
                         ====================== ===========

Basic earnings per common
 share                         $1.73      $1.06      $0.67       63.2%
Diluted earnings per
 common share                  $1.70      $1.03      $0.67       65.0%

Shares used in computing
 basic earnings per
 common share                166,213    163,411
Shares used in computing
 diluted earnings per
 common share                169,276    167,430

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

                                                         Sequential
                  June 30,    March 31,     Dec. 31,        Change
                                                       ---------------
                    2007         2007         2006      Dollar Percent
                -------------------------------------- ---------------
Assets
Current assets:
 Cash and cash
  equivalents    $3,720,769   $3,694,059   $1,740,304
 Investment
  securities      3,323,536    3,154,920    3,192,273
 Receivables,
  net:
  Premiums          685,479      826,314      667,657
  Administrative
   services fees     12,074       10,806       13,284
 Securities
  lending
  collateral      1,346,065    1,049,195      627,990
 Other            1,318,003    1,135,298    1,091,465
                --------------------------------------
  Total current
   assets        10,405,926    9,870,592    7,332,973  $535,334   5.4%
Property and
 equipment, net     569,412      571,405      545,004
Other assets:
 Long-term
  investment
  securities        400,775      380,138      414,877
 Goodwill         1,330,585    1,331,418    1,310,631
 Other              628,267      552,572      524,011
                --------------------------------------
  Total other
   assets         2,359,627    2,264,128    2,249,519
                --------------------------------------
Total assets    $13,334,965  $12,706,125  $10,127,496  $628,840   4.9%
                ======================================

Liabilities and
 Stockholders'
 Equity
Current
 liabilities:
 Medical and
  other expenses
  payable        $2,954,146   $2,886,214   $2,488,261
 Trade accounts
  payable and
  accrued
  expenses        2,084,463    1,977,465    1,626,658
 Book overdraft     289,646      284,572      293,605
 Securities
  lending
  payable         1,346,065    1,049,195      627,990
 Unearned
  revenues        1,355,017    1,330,325      155,298
                --------------------------------------
  Total current
   liabilities    8,029,337    7,527,771    5,191,812  $501,566   6.7%
Long-term debt    1,189,570    1,329,334    1,269,100
Other long-term
 liabilities        740,560      689,493      612,698
                --------------------------------------
  Total
   liabilities    9,959,467    9,546,598    7,073,610  $412,869   4.3%
                --------------------------------------
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;
  185,002,041
  issued at June
  30, 2007           30,833       30,746       30,491
 Capital in
  excess of par
  value           1,422,370    1,393,582    1,357,077
 Retained
  earnings        2,197,185    1,980,339    1,909,098
 Accumulated
  other
  comprehensive
  loss              (38,112)      (8,378)     (13,205)
 Treasury stock,
  at cost,
  16,439,317
  shares at June
  30, 2007         (236,778)    (236,762)    (229,575)
                --------------------------------------
  Total
   stockholders'
   equity         3,375,498    3,159,527    3,053,886  $215,971   6.8%
                --------------------------------------
Total
 liabilities and
 stockholders'
 equity         $13,334,965  $12,706,125  $10,127,496  $628,840   4.9%
                ======================================

Debt-to-total
 capitalization
 ratio                 26.1%        29.6%        29.4%

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

                         -----------------------
                           Three Months Ended
                                June 30,
                         -----------------------
                                                   Dollar   Percentage
                            2007        2006       Change     Change
                         ----------------------- ---------------------
Cash flows from
 operating activities
 Net income                $216,846     $89,489
 Adjustments to
  reconcile net income
  to net cash provided
  by operating
  activities:
    Depreciation and
     amortization            54,264      36,596
    Stock-based
     compensation            10,462       8,471
    (Benefit) provision
     for deferred income
     taxes                  (17,900)      2,479
    Changes in operating
     assets and
     liabilities
     excluding the
     effects of
     acquisitions:
       Receivables          139,567       3,104
       Other assets        (107,522)   (174,050)
       Medical and other
        expenses payable     67,932     266,956
       Other liabilities     75,771      57,967
       Unearned revenues     24,692     244,661
    Other                    13,154        (818)
                         -----------------------
Net cash provided by
 operating activities       477,266     534,855   ($57,589)     -10.8%
                         -----------------------

Cash flows from
 investing activities
 Acquisitions, net of
  cash acquired                (224)    (25,818)
 Purchases of property
  and equipment             (43,973)    (36,712)
 Proceeds from sales of
  property and equipment          2          18
 Purchases of investment
  securities               (908,244)   (594,890)
 Proceeds from
  maturities of
  investment securities     212,471     100,289
 Proceeds from sales of
  investment securities     444,692     152,855
 Change in securities
  lending collateral       (296,870)      9,473
                         -----------------------
Net cash used in
 investing activities      (592,146)   (394,785) ($197,361)     -50.0%
                         -----------------------

Cash flows from
 financing activities
 Receipts from CMS
  contract deposits         639,722     550,868
 Withdrawals from CMS
  contract deposits        (708,277)   (462,981)
 Borrowings under credit
  agreement                 400,000           -
 Repayments under credit
  agreement                (510,000)   (300,000)
 Proceeds from issuance
  of senior notes                 -     498,545
 Debt issue costs                 -      (3,825)
 Change in book
  overdraft                   5,074      (3,763)
 Change in securities
  lending payable           296,870      (9,473)
 Common stock
  repurchases                   (16)     (4,832)
 Tax benefit from stock-
  based compensation          5,426       5,252
 Proceeds from stock
  option exercises and
  other                      12,791       5,198
                         -----------------------
Net cash provided by
 financing activities       141,590     274,989  ($133,399)     -48.5%
                         -----------------------

Increase in cash and
 cash equivalents            26,710     415,059
Cash and cash
 equivalents at
 beginning of period      3,694,059   1,843,405
                         -----------------------

Cash and cash
 equivalents at end of
 period                  $3,720,769  $2,258,464
                         =======================

                                                                   S-7
Humana Inc.
Consolidated Statements of Cash Flows
Dollars in thousands

                            Six Months Ended
                                June 30,
                         -----------------------
                                                   Dollar   Percentage
                            2007        2006       Change     Change
                         ----------------------- ---------------------
Cash flows from
 operating activities
 Net income                $288,087    $173,204
 Adjustments to
  reconcile net income
  to net cash provided
  by operating
  activities:
    Depreciation and
     amortization            94,328      71,502
    Stock-based
     compensation            20,264      15,051
    Benefit for deferred
     income taxes           (24,011)     (1,226)
    Changes in operating
     assets and
     liabilities
     excluding the
     effects of
     acquisitions:
       Receivables          (16,612)    (42,957)
       Other assets        (126,467)   (359,300)
       Medical and other
        expenses payable    465,885     526,763
       Other liabilities    134,423     172,719
       Unearned revenues  1,199,719   1,044,850
     Other                   16,131     (57,778)
                         -----------------------
Net cash provided by
 operating activities     2,051,747   1,542,828   $508,919       33.0%
                         -----------------------

Cash flows from
 investing activities
 Acquisitions, net of
  cash acquired             (27,005)    (25,931)
 Purchases of property
  and equipment            (114,717)    (81,973)
 Proceeds from sales of
  property and equipment      4,072       2,156
 Purchases of investment
  securities             (1,873,295) (2,258,548)
 Proceeds from
  maturities of
  investment securities     769,956   1,010,397
 Proceeds from sales of
  investment securities     926,603     712,685
 Change in securities
  lending collateral       (718,075)   (193,239)
                         -----------------------
Net cash used in
 investing activities    (1,032,461)   (834,453) ($198,008)     -23.7%
                         -----------------------

Cash flows from
 financing activities
 Receipts from CMS
  contract deposits       1,483,359   1,045,062
 Withdrawals from CMS
  contract deposits      (1,223,982)   (736,425)
 Borrowings under credit
  agreement                 710,000     100,000
 Repayments under credit
  agreement                (760,000)   (300,000)
 Proceeds from issuance
  of senior notes                 -     498,545
 Debt issue costs                 -      (3,825)
 Change in book
  overdraft                  (3,959)     (8,181)
 Change in securities
  lending payable           718,075     193,239
 Common stock
  repurchases                (7,203)     (4,937)
 Tax benefit from stock-
  based compensation         14,554      13,656
 Proceeds from stock
  option exercises and
  other                      30,335      20,939
                         -----------------------
Net cash provided by
 financing activities       961,179     818,073   $143,106       17.5%
                         -----------------------

Increase in cash and
 cash equivalents         1,980,465   1,526,448
Cash and cash
 equivalents at
 beginning of period      1,740,304     732,016
                         -----------------------

Cash and cash
 equivalents at end of
 period                  $3,720,769  $2,258,464
                         =======================

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


                              ------------------
                              Three Months Ended
                                   June 30,
                              ------------------

                                                            Percentage
                                2007     2006    Difference   Change
                              ------------------ ---------------------
Medical expense ratio
    Government Segment            84.3%    86.0%      -1.7%
    Commercial Segment            80.7%    82.9%      -2.2%
    Consolidated                  83.4%    85.1%      -1.7%

Selling, general, and
 administrative expense ratio
    Government Segment            10.0%    11.5%      -1.5%
    Commercial Segment            21.8%    18.7%       3.1%
    Consolidated                  13.0%    13.7%      -0.7%


Detail of Pretax Income
    Government Segment        $288,790  $97,981   $190,809      194.7%
    Commercial Segment          50,800   42,341      8,459       20.0%
                              ------------------ ----------
    Consolidated              $339,590 $140,322   $199,268      142.0%
                              ================== ==========

Detail of Pretax Margins
    Government Segment             6.0%     2.6%       3.4%
    Commercial Segment             3.1%     2.5%       0.6%
    Consolidated                   5.3%     2.6%       2.7%


                              ------------------
                              Six Months Ended
                                   June 30,
                              ------------------

                                                            Percentage
                                2007     2006    Difference   Change
                              ------------------ ---------------------
Medical expense ratio
    Government Segment            86.7%    85.8%       0.9%
    Commercial Segment            80.1%    81.5%      -1.4%
    Consolidated                  85.1%    84.4%       0.7%

Selling, general, and
 administrative expense ratio
    Government Segment            10.4%    12.5%      -2.1%
    Commercial Segment            21.2%    19.5%       1.7%
    Consolidated                  13.2%    14.8%      -1.6%


Detail of Pretax Income
    Government Segment        $306,655 $119,553   $187,102      156.5%
    Commercial Segment         145,156  151,977     (6,821)      -4.5%
                              ------------------ ----------
    Consolidated              $451,811 $271,530   $180,281       66.4%
                              ================== ==========

Detail of Pretax Margins
    Government Segment             3.3%     1.8%       1.5%
    Commercial Segment             4.4%     4.5%      -0.1%
    Consolidated                   3.6%     2.7%       0.9%

                                                                   S-9
Humana Inc.
Membership Detail
In thousands


                                                       ---------------
                                                       Year-over-year
                             Ending            Ending       Change
                                                       ---------------
                            June 30, Average  June 30,
                              2007    - 2Q07    2006   Amount  Percent
                            -------------------------- ---------------
Medical Membership:
Government Segment:
  Medicare Advantage - HMO     452.4    454.2    457.0   (4.6)   -1.0%
  Medicare Advantage - PPO      66.9     66.5     64.6    2.3     3.6%
  Medicare Advantage - PFFS    614.4    611.9    438.2  176.2    40.2%
                            -------------------------- -------
     Total Medicare
      Advantage              1,133.7  1,132.6    959.8  173.9    18.1%
                            -------------------------- -------
  Medicare - PDP - Standard  2,131.0  2,133.1  2,066.5   64.5     3.1%
  Medicare - PDP - Enhanced  1,075.9  1,075.2    977.2   98.7    10.1%
  Medicare - PDP - Complete    233.2    235.7    415.1 (181.9)  -43.8%
                            -------------------------- -------
     Total Medicare stand-
      alone PDPs             3,440.1  3,444.0  3,458.8  (18.7)   -0.5%
                            -------------------------- -------
        Total Medicare       4,573.8  4,576.6  4,418.6  155.2     3.5%
                            -------------------------- -------
  TRICARE insured            1,717.6  1,719.4  1,732.6  (15.0)   -0.9%
  TRICARE ASO                1,150.6  1,161.1  1,141.9    8.7     0.8%
                            -------------------------- -------
     Total TRICARE           2,868.2  2,880.5  2,874.5   (6.3)   -0.2%
                            -------------------------- -------
  Medicaid insured             384.9    384.0    418.5  (33.6)   -8.0%
  Medicaid ASO                 182.7    181.7        -  182.7   100.0%
                            -------------------------- -------
     Total Medicaid            567.6    565.7    418.5  149.1    35.6%
                            -------------------------- -------
  Total Government Segment   8,009.6  8,022.8  7,711.6  298.0     3.9%
                            -------------------------- -------
Commercial Segment:
  Fully-insured medical:
    Group                    1,533.0  1,530.1  1,716.4 (183.4)  -10.7%
    Individual                 205.0    200.3    170.0   35.0    20.6%
    Medicare supplement          8.3      7.8      6.7    1.6    23.9%
                            -------------------------- -------
  Total fully-insured
   medical                   1,746.3  1,738.2  1,893.1 (146.8)   -7.8%
  ASO                        1,532.4  1,525.8  1,420.8  111.6     7.9%
                            -------------------------- -------
  Total Commercial Segment   3,278.7  3,264.0  3,313.9  (35.2)   -1.1%
                            -------------------------- -------

Total medical membership    11,288.3 11,286.8 11,025.5  262.8     2.4%
                            ========================== =======


Specialty Membership (all Commercial Segment)

  Dental - fully-insured       978.1    979.9    955.6   22.5     2.4%
  Dental - ASO                 499.9    497.8    496.5    3.4     0.7%
                            -------------------------- -------
     Total dental            1,478.0  1,477.7  1,452.1   25.9     1.8%
  Group life                   439.8    439.2    427.2   12.6     2.9%
  Short-term disability         12.2     12.5     15.6   (3.4)  -21.8%
                            -------------------------- -------
Total specialty membership   1,930.0  1,929.4  1,894.9   35.1     1.9%
                            ========================== =======


                                                   -------------------
                                         Ending     Sequential Change
                                                   -------------------
                                       March 31,
                                          2007      Amount    Percent
                                      ------------ -------------------
Medical Membership:
Government Segment:
  Medicare Advantage - HMO                   462.1     (9.7)     -2.1%
  Medicare Advantage - PPO                    64.6      2.3       3.6%
  Medicare Advantage - PFFS                  586.7     27.7       4.7%
                                      ------------ ---------
     Total Medicare Advantage              1,113.4     20.3       1.8%
                                      ------------ ---------
  Medicare - PDP - Standard                2,146.2    (15.2)     -0.7%
  Medicare - PDP - Enhanced                1,084.0     (8.1)     -0.7%
  Medicare - PDP - Complete                  243.5    (10.3)     -4.2%
                                      ------------ ---------
     Total Medicare stand-alone PDPs       3,473.7    (33.6)     -1.0%
                                      ------------ ---------
        Total Medicare                     4,587.1    (13.3)     -0.3%
                                      ------------ ---------
  TRICARE insured                          1,712.9      4.7       0.3%
  TRICARE ASO                              1,165.5    (14.9)     -1.3%
                                      ------------ ---------
     Total TRICARE                         2,878.4    (10.2)     -0.4%
                                      ------------ ---------
  Medicaid insured                           384.0      0.9       0.2%
  Medicaid ASO                               175.4      7.3       4.2%
                                      ------------ ---------
     Total Medicaid                          559.4      8.2       1.5%
                                      ------------ ---------
  Total Government Segment                 8,024.9    (15.3)     -0.2%
                                      ------------ ---------
Commercial Segment:
  Fully-insured medical:
    Group                                  1,528.6      4.4       0.3%
    Individual                               192.1     12.9       6.7%
    Medicare supplement                        7.4      0.9      12.2%
                                      ------------ ---------
  Total fully-insured medical              1,728.1     18.2       1.1%
  ASO                                      1,529.4      3.0       0.2%
                                      ------------ ---------
  Total Commercial Segment                 3,257.5     21.2       0.7%
                                      ------------ ---------

Total medical membership                  11,282.4      5.9       0.1%
                                      ============ =========


Specialty Membership (all Commercial
 Segment)

  Dental - fully-insured                     980.5     (2.4)     -0.2%
  Dental - ASO                               503.7     (3.8)     -0.8%
                                      ------------ ---------
     Total dental                          1,484.2     (6.2)     -0.4%
  Group life                                 437.9      1.9       0.4%
  Short-term disability                       13.1     (0.9)     -6.9%
                                      ------------ ---------
Total specialty membership                 1,935.2     (5.2)     -0.3%
                                      ============ =========

                                                                  S-10
Humana Inc.
Premiums and Administrative Services Fees Detail
Dollars in thousands, except per member per month

                                                           -----------
                                                              Per
                                                           Member per
                                                             Month(A)
                                                             Three
                                                             Months
                Three Months Ended                            Ended
                      June 30,                              June 30,
               ---------------------                       -----------
                                       Dollar   Percentage
                  2007       2006      Change     Change   2007  2006
               --------------------- --------------------- -----------
Premium
 revenues
Government
 Segment:
 Medicare
  Advantage    $2,804,438 $2,109,406  $695,032       32.9%  $825  $792
 Medicare
  stand-alone
  PDPs          1,051,259    801,755   249,504       31.1%  $102   $94
               --------------------- ----------
     Total
      Medicare  3,855,697  2,911,161   944,536       32.4%
 TRICARE
  insured(B)      725,040    657,627    67,413       10.3%  $141  $127
 Medicaid
  insured         132,486    129,158     3,328        2.6%  $115  $102
               --------------------- ----------
 Total
  Government
  Segment
  premiums      4,713,223  3,697,946 1,015,277       27.5%
               --------------------- ----------
Commercial
 Segment:
 Fully-insured
  medical       1,402,082  1,464,646   (62,564)      -4.3%  $269  $259
 Specialty        107,945    101,883     6,062        5.9%   $22   $21
               --------------------- ----------
 Total
  Commercial
  Segment
  premiums      1,510,027  1,566,529   (56,502)      -3.6%
               --------------------- ----------
Total premium
 revenues      $6,223,250 $5,264,475  $958,775       18.2%
               ===================== ==========


Administrative
 services fees
 TRICARE ASO(B)   $15,535    $11,144    $4,391       39.4%    $4    $3
 Medicaid ASO       2,136          -     2,136      100.0%    $4     -
               --------------------- ----------
 Total
  Government
  Segment          17,671     11,144     6,527       58.6%
 Commercial
  Segment          79,422     72,567     6,855        9.4%   $13   $13
               --------------------- ----------
Total
 administrative
 services fees    $97,093    $83,711   $13,382       16.0%
               ===================== ==========

                                                                  S-11
Humana Inc.
Premiums and Administrative Services Fees Detail
Dollars in thousands, except per member per month

                                                             ---------
                                                               Per
                                                              Member
                                                                per
                                                              Month(A)
                                                               Six
                                                              Months
               Six Months Ended June                           Ended
                         30,                                  June 30,
               ----------------------                        ---------
                                        Dollar    Percentage
                  2007        2006      Change      Change   2007 2006
               ---------------------- ---------------------- ---------
Premium
 revenues
Government
 Segment:
 Medicare
  Advantage     $5,547,149 $3,830,249 $1,716,900      44.8%  $828 $808
 Medicare
  stand-alone
  PDPs           1,957,685  1,316,912    640,773      48.7%   $94  $96
               ---------------------- -----------
    Total
     Medicare    7,504,834  5,147,161  2,357,673      45.8%
 TRICARE
  insured(B)     1,452,255  1,258,381    193,874      15.4%  $141 $121
 Medicaid
  insured          261,811    258,625      3,186       1.2%  $113 $101
               ---------------------- -----------
 Total
  Government
  Segment
  premiums       9,218,900  6,664,167  2,554,733      38.3%
               ---------------------- -----------
Commercial
 Segment:
 Fully-insured
  medical        2,792,887  2,918,578   (125,691)     -4.3%  $269 $259
 Specialty         216,026    203,216     12,810       6.3%   $22  $21
               ---------------------- -----------
 Total
  Commercial
  Segment
  premiums       3,008,913  3,121,794   (112,881)     -3.6%
               ---------------------- -----------
Total premium
 revenues      $12,227,813 $9,785,961 $2,441,852      25.0%
               ====================== ===========


Administrative
 services fees
 TRICARE ASO(B)    $29,829    $22,335     $7,494      33.6%    $4   $3
 Medicaid ASO        4,232          -      4,232     100.0%    $4    -
               ---------------------- -----------
 Total
  Government
  Segment           34,061     22,335     11,726      52.5%
 Commercial
  Segment          158,896    140,054     18,842      13.5%   $13  $12
               ---------------------- -----------
Total
 administrative
 services fees    $192,957   $162,389    $30,568      18.8%
               ====================== ===========

                                                                  S-12
Humana Inc.
Percentage of Ending Membership under Capitation Arrangements


                        ----------------------------------------------
                                      Government Segment
                        ----------------------------------------------
                                   Medicare
                                     stand-                    Total
                        Medicare     alone                     Govt.
June 30, 2007            Advantage    PDPs   TRICARE Medicaid  Segment
----------------------- ----------------------------------------------

Capitated HMO hospital
 system based(C)              2.5%         -       -        -     0.3%
Capitated HMO physician
 group based(C)               2.0%         -       -    26.0%     2.1%
Risk-sharing(D)              24.3%         -       -    41.4%     6.4%
All other membership         71.2%    100.0%  100.0%    32.6%    91.2%
                        ----------------------------------------------
   Total medical
    membership              100.0%    100.0%  100.0%   100.0%   100.0%
                        ==============================================

June 30, 2006
-----------------------

Capitated HMO hospital
 system based(C)              3.4%         -       -        -     0.4%
Capitated HMO physician
 group based(C)               2.5%         -       -    34.7%     2.2%
Risk-sharing(D)              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%
                        ==============================================


                        --------------------------------
                               Commercial Segment
                        --------------------------------
                          Fully-             Total Comm. Total Medical
June 30, 2007             insured     ASO      Segment     Membership
----------------------------------------------------------------------

Capitated HMO hospital
 system based(C)              1.4%         -        0.8%          0.5%
Capitated HMO physician
 group based(C)               1.5%         -        0.8%          1.8%
Risk-sharing(D)               1.5%         -        0.8%          4.8%
All other membership         95.6%    100.0%       97.6%         92.9%
                       -----------------------------------------------
   Total medical
    membership              100.0%    100.0%      100.0%        100.0%
                       ===============================================

June 30, 2006
-----------------------

Capitated HMO hospital
 system based(C)              1.8%         -        1.1%          0.6%
Capitated HMO physician
 group based(C)               1.7%         -        1.0%          1.8%
Risk-sharing(D)               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%
                       ===============================================

                                                                  S-13
Humana Inc.
Detail of Medical and Other Expenses Payable Balance and Year-to-Date
 Changes
Dollars in thousands

                                   June 30,    March 31,  December 31,
                                     2007        2007         2006
                                  ------------------------------------
Detail of medical and other
 expenses payable
 IBNR and other medical expenses
  payable(E)                      $2,028,722  $1,869,209   $1,686,051
 TRICARE IBNR (F)                    308,112     361,786      318,583
 TRICARE other medical expenses
  payable(G)                         100,975      97,994       94,699
 Unprocessed claim inventories(H)    211,300     222,300      218,400
 Processed claim inventories(I)      142,171     135,241      115,424
 Payable to pharmacy benefit
  administrator(J)                   162,866     199,684       55,104
                                  ------------------------------------
Total medical and other expenses
 payable                          $2,954,146  $2,886,214   $2,488,261
                                  ====================================


                                                Three
                                  Six Months    Months
                                     Ended       Ended     Year Ended
                                   June 30,   March 31,   December 31,
                                      2007        2007        2006
                                  ------------------------------------
Year-to-date changes in medical
 and other expenses payable

 Balances at January 1            $2,488,261  $2,488,261   $1,909,682

 Acquisitions                              -           -       21,198

 Incurred related to:
     Current year(K)              10,574,111   5,370,722   17,696,654
     Prior years - non-TRICARE(K)   (156,032)   (148,777)    (178,998)
     Prior years - TRICARE(L)        (13,661)     (7,945)     (96,452)
                                  ------------------------------------
 Total incurred                   10,404,418   5,214,000   17,421,204
                                  ------------------------------------

 Paid related to:
     Current year                 (8,275,133) (3,800,981) (15,532,079)
     Prior years                  (1,663,400) (1,015,066)  (1,331,744)
                                  ------------------------------------
 Total paid                       (9,938,533) (4,816,047) (16,863,823)
                                  ------------------------------------

 Balances at end of period        $2,954,146  $2,886,214   $2,488,261
                                  ====================================

                                                                  S-14
Humana Inc.
Medical Claims Reserves Statistics

Receipt Cycle Time(M)

                                                            Percentage
                            2007         2006      Change     Change
                       -----------------------------------------------
 1st Quarter Average             15.6       16.1      (0.5)      -3.1%
 2nd Quarter Average             15.6       15.8      (0.2)      -1.3%
 3rd Quarter Average                -       16.0       N/A        N/A
 4th Quarter Average                -       15.8       N/A        N/A
                       ------------------------------------
 Full Year Average               15.6       15.9      (0.3)      -1.9%
                       ====================================



Unprocessed Claims Inventories

                         Estimated               Number of
                         Valuation    Claim Item  Days on
         Date              (000's)      Counts      Hand
 ----------------------------------------------------------
             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
             9/30/2006       $187,900    623,900       5.4
            12/31/2006       $218,400    757,700       6.1
             3/31/2007       $222,300    747,200       5.5
 ----------------------------------------------------------
             6/30/2007       $211,300    751,600       4.9
 ----------------------------------------------------------

                                                                  S-15
Humana Inc.
Medical Claims Reserves Statistics (Continued)

Days in Claims Payable(N)
            Days in
             Claim                         DCP
  Quarter    Payable Annual  Percentage  Excluding  Annual  Percentage
    Ended     (DCP)   Change   Change    Capitation  Change   Change
 ---------------------------------------------------------------------
  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%
  9/30/2006     61.2    7.2      13.3%       67.1      6.3     10.4%
 12/31/2006     60.2   (0.1)     -0.2%       66.5     (0.1)    -0.2%
  3/31/2007     62.0    2.9       4.9%       67.8      2.3      3.5%
 ---------------------------------------------------------------------
  6/30/2007     62.4    2.9       4.9%       69.7      4.2      6.4%
 ---------------------------------------------------------------------

Year-to-Date Change in Days in Claims Payable(O)(P)

                                2007       2006
                             ----------------------
DCP - 4th quarter of prior
 year                            60.2        60.3
 Components of year-to-date
  change in DCP:
   Change in claims receipt
    cycle time                   (0.8)       (1.6)
   Change in unprocessed
    claims inventories           (0.2)        1.7
   Change in processed claims
    inventories                   0.6         0.8
   Change in TRICARE reserve
    balances                     (0.1)       (2.1)
   Change in pharmacy payment
    cutoff                          -        (1.3)
   Change in provider
    payables under risk
    arrangements                  2.5         1.9
   All other                      0.2         0.5
                             ----------------------
DCP - current quarter            62.4        60.2
                             ======================

                                                                  S-16
Humana Inc.
Footnotes to Statistical Schedules and Supplementary Information
2Q07 Earnings Release

Footnote
----------------------------------------------------------------------
(A) 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).
(B) TRICARE revenues are not contracted on a per-member basis.
(C) 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.
     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 physicians and hospitals for
     services rendered to their HMO membership.
(D) 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.
(E) 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.
(F) TRICARE IBNR primarily fluctuates due to medical expense inflation
     and changes in the utilization of benefits.
(G) 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).
(H) 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.
(I) 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.
(J) 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.
(K) Amounts incurred related to prior years vary from previously
     estimated liabilities as the claims ultimately are settled.
     Negative amounts reported for incurred related to prior years
     result from claims being ultimately settled for amounts less than
     originally estimated (favorable development). There were no
     changes in the approach used to determine our estimate of claim
     reserves during the quarter.
(L) Changes in estimates of TRICARE incurred claims for prior years
     result 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.
(M) 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 represents 70% to 75% of the company's
     fully-insured claims volume. Pharmacy claims are excluded from
     this measurement.
(N) 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. In addition, this calculation
     excludes the impact of the company's stand-alone PDP business.
(O) Excludes the impact of Medicare stand-alone PDPs.
(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.

SOURCE: Humana Inc.

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