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Humana Reports Second Quarter and First Half 2003 Results

Humana Reports Second Quarter and First Half 2003 Results

July 28, 2003 at 12:00 AM EDT
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LOUISVILLE, Ky., July 28 /PRNewswire-FirstCall/ -- Humana Inc. (NYSE: HUM) today reported results for the second quarter ended June 30, 2003 and comparative amounts for the quarter ended June 30, 2002 as follows:


                                      2Q03       2Q02           2Q03
                                   GAAP(1)     GAAP(1)      Adjusted(2)


    Earnings per diluted share      $.43           $.27          $.37
 
    Net income (in thousands)    $69,276        $45,359       $59,168
    Pre-tax margin                   3.4%           2.4%          3.0%

     (See "Footnote Definitions" section of this press release.)

Second quarter 2003 adjusted earnings per diluted share of $.37 increased 37 percent compared to the same period in the prior year. The improvement was driven primarily by increasing operating margins in the company's Commercial segment, as well as TRICARE revenue adjustments which were both earlier and greater than had previously been expected. Adjusted net income for the second quarter improved 30 percent compared to that for the same period in the prior year. The adjusted pre-tax margin of 3.0 percent increased 60 basis points from the second quarter of 2002.

    Results for the six months ended June 30, 2003 and 2002 are as follows:

                        First Half     First Half      First Half
                              2003           2002            2003
                            GAAP(1)        GAAP(1)     Adjusted(2)

    Earnings per
     diluted share            $.62           $.55            $.68
    Net income
     (in thousands)       $100,506        $92,129        $109,192
    Pre-tax margin             2.5%           2.4%            2.8%

     (See "Footnote Definitions" section of this press release.)

Adjusted earnings per diluted share for the six months ended June 30, 2003 of $.68 increased 24 percent compared to $.55 for the six months ended June 30, 2002. Net income on an adjusted basis improved 19 percent for the first half of 2003 versus the first half of 2002.

"We are particularly pleased with this quarter's results as they provide further evidence of the soundness of our Commercial strategy," said Michael B. McCallister, Humana's chief executive officer. "Humana's reputation in the Commercial segment as an innovator in solutions for employers is not only growing, it is leading to an increase in sales activity. That activity, combined with consistent pricing discipline, has helped drive the improved results for our second quarter. We anticipate our innovative products will continue to accelerate interest in all of our products and, in turn, improved results for Humana."

Unusual Items

During the first half of 2003, the company recorded the following items that were not reflective of the run-rate operations of the company. Management believes these unusual items should be excluded to properly reflect the run-rate operations of the company and to provide better comparability to prior year results.

One unusual item was recorded during the second quarter ended June 30, 2003 as follows:

        (in thousands, except   Statement of
      per share amounts)     Income                               Earnings per
                            Line Item        Pre-tax   After-tax    diluted
                            Impacted          Impact    Impact    share Impact

    Gain on sale of
     venture capital
     investment          Investment income   $15,200    $10,108       $.06

    (See "Footnote Definitions" section of this press release.)

Unusual items recorded during the six months ended June 30, 2003 were as follows:

    (in thousands, except per share amounts)

                         Statement of                             Earnings per
                         Income Line         Pre-tax  After-tax  diluted share
                        Item Impacted        Impact    Impact        Impact


    Gain on sale
     of venture           Investment
     capital investment    income           $15,200    $10,108      $.06
    Building and          Restructuring
     equipment writedown   charge           (17,233)   (10,529)     (.07)
    Software abandonment  Restructuring     (13,527)    (8,265)     (.05)
                           charge
    Total unusual items(4)                 $(15,560)   $(8,686)    $(.05)

     (See "Footnote Definitions" section of this press release.)

    Segment Results

Pre-tax income and margins for the company's business segments for the second quarters and six months ended June 30, 2003 and 2002 were as follows:


    Pre-tax income

    (in thousands)                     2Q03            2Q02          2Q03
                                     GAAP(1)        GAAP(1)    Adjusted(2)

    Commercial segment              $43,757         $14,893       $31,334
    Government segment               60,433          51,812        57,656
    Consolidated                  $ 104,190         $66,705       $88,990


    Pre-tax margins

                                       2Q03           2Q02           2Q03
                                       GAAP(1)        GAAP(1)     Adjusted(2)

    Commercial segment                 2.6%            1.0%          1.9%
    Government segment                 4.5%            3.8%          4.3%
    Consolidated                       3.4%            2.4%          3.0%


    Pre-tax income


    (in thousands)          First Half 2003   First Half 2002  First Half 2003
                                    GAAP(1)         GAAP(1)      Adjusted(2)

    Commercial segment             $ 80,996         $40,988        $86,425
    Government segment               70,596          94,496         80,727
    Consolidated                   $151,592        $135,484       $167,152


    Pre-tax margins

                            First Half 2003  First Half 2002  First Half 2003
                                 GAAP(1)         GAAP(1)        Adjusted(2)

    Commercial segment            2.4%            1.4%             2.6%
    Government segment            2.7%            3.6%             3.1%
    Consolidated                  2.5%            2.4%             2.8%

     (See "Footnote Definitions" section of this press release.)

    Revenues and Membership

Consolidated revenues and membership for the second quarters and the six months ended June 30, 2003 and 2002 were as follows:


    Consolidated

    (in thousands)          2003           2002             2003
                            GAAP(1)        GAAP(1)       Adjusted(2)

    Second quarter -
     total revenues      $3,029,958      $2,831,940      $3,014,758

    First Half -
     total revenues      $5,961,674      $5,564,522      $5,946,474
    Second quarter -
     Ending medical
     membership           6,640,900       6,572,000       6,640,900

     (See "Footnote Definitions" section of this press release.)

    Commercial segment premiums and administrative services fees and
membership for the second quarters and the six months ended June 30, 2003 and
2002 were as follows:

    Commercial Segment
                                                  First Half   First Half
    (in thousands)           2Q03         2Q02         2003         2002
                             GAAP(1)      GAAP(1)      GAAP(1)     GAAP(1)

    Premiums            $1,630,554   $1,437,087   $3,246,110   $2,863,075

    Administrative
     services fees          30,356       25,576       59,946       50,723
    Total premiums and
     administrative
     services fees      $1,660,910   $1,462,663   $3,306,056   $2,913,798
    Ending medical
     membership          3,020,700    2,947,100    3,020,700    2,947,100

     (See "Footnote Definitions" section of this press release.)

Commercial segment medical membership grew by 2.5 percent from June 30, 2002 to June 30, 2003. Commercial premium yields were within the 13 to 15 percent range for the second quarter of 2003. These factors contributed to a year-over-year increase in total premiums and administrative services fees for the Commercial segment of 14 percent for the second quarter of 2003 and 13 percent for the six months ended June 30, 2003.

Government segment premiums and administrative services fees and membership for the second quarters and the six months ended June 30, 2003 and 2002 were as follows:

     Government Segment

     (in thousands)                             First Half    First Half
                           2Q03          2Q02         2003          2002
                           GAAP(1)      GAAP(1)      GAAP(1)       GAAP(1)

    Premiums           $ 1,282,851   $1,306,652   $2,510,244   $2,522,476
    Administrative
     services fees          41,312       38,255       72,858       78,121
    Total premiums
     and administrative
     services fees      $1,324,163   $1,344,907   $2,583,102   $2,600,597
    Ending medical
     membership          3,620,200    3,624,900    3,620,200    3,624,900

     (See "Footnote Definitions" section of this press release.)

As expected, government segment premiums and administrative services fees decreased year-over-year by 2 percent in the second quarter of 2003 and by 1 percent during the six months ended June 30, 2003.

Medicare+Choice membership totaled 324,200 at June 30, 2003, a decline of 29,900 members from the prior year's quarter. Medicare+Choice premium yield for the second quarter of 2003 was within the 4 to 6 percent range. TRICARE's insured membership totaled 1,750,800 at June 30, 2003, essentially flat versus the June 30, 2002 level. TRICARE ASO membership was 1,052,500 at the end of the second quarter of 2003, up 3 percent from the second quarter of 2002. TRICARE premium revenues and administrative services fees increased year-over-year by approximately 1 percent during the second quarter of 2003 and increased approximately 4 percent for the six months of 2003 versus the same period in the prior year.

Medicaid membership of 492,700 at June 30, 2003 grew by approximately 1 percent from June 30, 2002. Approximately 85 percent of the company's Medicaid membership is in Puerto Rico.

Medical and SG&A Expenses

The company's medical expense ratio (medical expenses as a percent of premiums) and SG&A expense ratio (SG&A expenses as a percent of premiums and administrative services fees) for the quarters and six months ended June 30, 2003 and 2002 were as follows:

                                                 First Half    First Half
                          2Q03        2Q02         2003           2002

    Medical expense
     ratio - GAAP(1)      83.9%         84.4%      83.7%         83.8%
    SG&A expense
     ratio - GAAP(1)      15.0%         14.8%      15.2%         15.4%

     (See "Footnote Definitions" section of this press release.)

The company continues to experience favorable development in its estimates of prior years' medical claims liabilities. However, management has consistently applied the same level of conservatism in its reserving methodology. Consequently, these prior year favorable developments had no favorable impact on the company's year-to-date results from operations.

Cash flows from operations

Cash flows provided by (used in) operations for the second quarters and the six months ended June 30, 2003 and 2002 were as follows:

    (in thousands)                             First Half    First Half
                        2Q03           2Q02          2003          2002

    GAAP(1)          $161,496        $(43,778)   $ 53,266     $(183,915)
    Normalized(3 )   $161,496        $(43,778)   $259,021       $32,713

     (See "Footnote Definitions" section of this press release.)

    Share Repurchase Program

The company announced that its Board of Directors authorized the use of up to $100 million for the repurchase of its common shares, replacing the outstanding share repurchase program under which the company repurchased 8.6 million shares for an aggregate purchase price of $94.9 million, an average price of $10.98 per share. The company had 161.7 million shares outstanding as of June 30, 2003. The company said that the shares may be purchased from time to time at prevailing prices in the open market or in privately-negotiated transactions.

Guidance

The company offered the following earnings guidance for the investor community:


     For the Full Year 2003:                      Projected
     Earnings per diluted share - GAAP(1)         $1.39 to $1.42
     Earnings per diluted share - Adjusted(2)     $1.44 to $1.47
     Consolidated revenues - GAAP(1)              Over $12 billion
     Commercial segment pretax income - GAAP(1)   Over $125 million
     Commercial segment pretax
      income - Adjusted(2)                        Over $130 million
     Commercial segment medical
      membership (fully insured
      and ASO combined)                           Organic growth of 2% to 3%
     Commercial premium yields                    13% to 15%
     Commercial medical cost trends               12% to 14%
     Commercial segment SG&A
      expense ratio - GAAP(1)                     16.3% to 16.5%
     Medicare+Choice membership                   310,000 to 320,000
                                                  by year end
     Medicare+Choice premium yields               4% to 6%
     Medicare+Choice medical cost trends          4% to 6%
     TRICARE pretax margin                        Approximately 3%
     TRICARE receivables                          $300 million to $325 million
     Government segment SG&A
      expense ratio - GAAP(1)                     Relatively unchanged year
                                                   over year
     Cash flows from operations -
     GAAP(1) and Normalized(3)                    $375 million to $400 million
     Capital expenditures                         Approximately $95 million
     Effective tax rate                           34%


     For the Third Quarter of 2003:               Projected
     Earnings per diluted share - GAAP(1)         $.37 to $.38
     Effective tax rate                           33.5%


     For the Full Year 2004:                      Projected
     Earnings per diluted share - GAAP(1)         Approximately $1.60
                                                  (range of $1.55 to $1.65)
     Effective tax rate                           36%

     (See "Footnote Definitions" section of this press release.)

    Footnote Definitions
     1 - Generally Accepted Accounting Principles ("GAAP")

     2 - Adjusted results exclude from GAAP results the impact of unusual
         items recorded during the first and second quarters of 2003.  The
         statistics pages at the end of this press release provide a
         reconciliation of GAAP to adjusted results for the quarter and six
         months ended June 30, 2003.  The detail of the adjustments also is
         described in the "Unusual Items" section of this press release.

     3 - Normalized cash flows from operations give effect to the usual
         adjustment for the timing of the receipt of the Medicare+Choice
         premium payment from the Centers for Medicare and Medicaid Services
         ("CMS").  The fixed monthly payment from CMS is payable to Humana on
         the first day of each month.  However, if the first of the month
         falls on a weekend or a holiday, the company receives that payment
         early, often resulting in a significant impact on cash flows from
         operations. The statistics pages at the end of this press release
         provide a reconciliation of GAAP to normalized cash flows from
         operations.

     4 - Mathematical differences due to rounding in earnings per share
         calculations.

    Conference Call

Humana will host a conference call, as well as a virtual slide presentation, at 9:00 a.m. EDT today to discuss its financial results for the quarter and earnings guidance.

All parties interested in the audio only portion of the conference call are invited to dial 888-625-7430. No password is required. The company suggests participants dial in approximately ten minutes in advance of the call.

A live virtual presentation (audio with slides) will be available and may be accessed via Humana's Investor Relations page at www.humana.com. The company suggests web participants sign on approximately 15 minutes in advance of the call. The company also suggests web participants visit the site well in advance of the call to run a system test and to download any free software needed to view the presentation.

For those unable to participate in the live event, the virtual presentation archive will be available in the Presentations section of the Investor Relations page at www.humana.com, approximately two hours following the live web cast. An audio recording of the conference call will also be available in the Audio Archives located on the Investor Relations page at www.humana.com approximately two hours after the live call.

This news release contains forward-looking statements. The forward-looking statements made in the news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be significantly impacted by certain risks and uncertainties described in the following documents, as filed by Humana with the Securities and Exchange Commission:

* Form 10-K for the year ended December 31, 2002;

* Form 10-Q for the quarter ended March 31, 2003.

Humana Inc., headquartered in Louisville, Kentucky, is one of the nation's largest publicly traded health benefits companies, with approximately 6.6 million medical members located primarily in 18 states and Puerto Rico. Humana offers coordinated health insurance coverage and related services - through traditional and Internet-based plans - to employer groups, government- sponsored plans, and individuals.

More information regarding Humana is available via the Internet at www.humana.com, including copies of:

    *  Annual report to stockholders;
    *  Securities and Exchange Commission filings;
    *  Most recent investor conference presentation;
    *  Quarterly earnings press releases;
    *  Audio archive of most recent earnings release conference call;
    *  Calendar of events (includes upcoming earnings conference call dates,
       times, and access number, as well as planned participation in investor
       conferences).


    Humana Inc.
    In thousands

                                      June 30,                      Percent
    Ending Medical Membership    2003        2002   Difference       Change

    Commercial:
     Fully insured            2,350.4     2,319.6         30.8         1.3
     ASO                        670.3       627.5         42.8         6.8
    Total Commercial          3,020.7     2,947.1         73.6         2.5

    Government:
     Medicare+Choice            324.2       354.1        (29.9)       (8.4)
     Medicaid                   492.7       487.9          4.8         1.0
     TRICARE                  1,750.8     1,761.0        (10.2)       (0.6)
     TRICARE ASO              1,052.5     1,021.9         30.6         3.0
    Total Government          3,620.2     3,624.9         (4.7)       (0.1)
     Total ending
      medical membership      6,640.9     6,572.0         68.9         1.0


                                      June 30,                      Percent
    Ending Specialty Membership   2003       2002     Difference     Change

    Commercial:
     Dental-fully insured        745.7      777.4        (31.7)       (4.1)
     Dental-ASO                  365.1      308.3         56.8        18.4
      Total Dental             1,110.8    1,085.7         25.1         2.3
     Group life                  510.5      529.7        (19.2)       (3.6)
     Short-term disability        20.7       22.8         (2.1)       (9.2)
     Total ending
      specialty membership     1,642.0    1,638.2          3.8         0.2



                                 Three months ended        Six months ended
                                         June 30,               June 30,
    Premiums                         2003        2002        2003     2002

    Commercial:
     Fully insured medical     $1,551,619  $1,353,273  $3,088,572  $2,696,534
     Specialty                     78,935      83,814     157,538     166,541
    Total Commercial            1,630,554   1,437,087   3,246,110   2,863,075

    Government:
     Medicare+Choice              630,432     662,480   1,266,274   1,334,666
     Medicaid                     116,005     113,234     237,235     224,487
     TRICARE                      536,414     530,938   1,006,735     963,323
    Total Government            1,282,851   1,306,652   2,510,244   2,522,476
    Total premiums             $2,913,405  $2,743,739  $5,756,354  $5,385,551


                                   Three months ended         Six months ended
                                          June 30,                June 30,
    Administrative services fees      2003        2002         2003      2002

    Commercial                     $30,356     $25,576      $59,946   $50,723
    Government                      41,312      38,255       72,858    78,121
    Total Administrative
     services fees                 $71,668 $63,831 $132,804 $128,844 Humana Inc.
    Dollars in thousands, except per share results

                                                Three months ended

                                                         Adjusted
    Consolidated Statements         June 30,   Unusual    June 30,    June 30,
    of Income                          2003       Item       2003        2002

    Revenues:
     Premiums                    $2,913,405      $ --  $2,913,405  $2,743,739
     Administrative services
      fees                           71,668        --      71,668      63,831
     Investment income               43,228   (15,200)     28,028      22,681
     Other income                     1,657        --       1,657       1,689
      Total revenues              3,029,958   (15,200)  3,014,758   2,831,940
    Operating expenses:
     Medical                      2,444,977        --   2,444,977   2,316,188
     Selling, general and
      administrative                448,537        --     448,537     414,433
     Depreciation                    25,550        --      25,550      26,306
     Other intangible
      amortization                    2,903        --       2,903       3,931
     Restructuring charge                 -        --          --          --
      Total operating expenses    2,921,967        --   2,921,967   2,760,858
    Income from operations          107,991   (15,200)     92,791      71,082
     Interest expense                 3,801        --       3,801       4,377
    Income before income taxes      104,190   (15,200)     88,990      66,705
     Provision for income taxes      34,914    (5,092)     29,822      21,346
    Net income                      $69,276  $(10,108)    $59,168     $45,359


    Basic earnings per common
     share                            $0.44    $(0.06)      $0.38 $0.28
    Diluted earnings per common
     share                            $0.43    $(0.06)      $0.37 $0.27

    Shares used in computing
     basic earnings per common
     share (000's)                  157,395   157,395     157,395     164,853
    Shares used in computing
     diluted earnings per common
     share (000's)                  161,149   161,149     161,149     168,860

    Key Ratios

    Medical expense ratio
     Commercial                       83.0%        --       83.0%       83.9%
     Government                       85.1%        --       85.1%       85.0%
      Total                           83.9%        --       83.9%       84.4%

    Selling, general, and
     administrative expense
     ratio
     Commercial                       16.8%        --       16.8%       16.4%
     Government                       12.7%        --       12.7%       13.0%
      Total                           15.0%        --       15.0%       14.8%


    Humana Inc.
    Dollars in thousands, except per share results

                                                Six months ended

                                                         Adjusted
    Consolidated Statements          June 30,   Unusual   June 30,    June 30,
     of Income                          2003      Items      2003        2002

    Revenues:
     Premiums                     $5,756,354     $ --  $5,756,354  $5,385,551
     Administrative
      services fees                  132,804       --     132,804     128,844
     Investment income                69,045  (15,200)     53,845      46,989
     Other income                      3,471       --       3,471       3,138
      Total revenues               5,961,674  (15,200)  5,946,474   5,564,522
    Operating expenses:
     Medical                       4,816,411       --   4,816,411   4,510,727
     Selling, general and
      administrative                 895,582       --     895,582     849,497
     Depreciation                     52,759       --      52,759      52,171
     Other intangible
      amortization                     6,834       --       6,834       7,862
     Restructuring charge             30,760  (30,760)         --          --
      Total operating
       expenses                    5,802,346  (30,760)  5,771,586   5,420,257
    Income from operations           159,328   15,560     174,888     144,265
     Interest expense                  7,736       --       7,736       8,781
    Income before
     income taxes                    151,592   15,560     167,152     135,484
     Provision for
     income taxes                     51,086    6,874      57,960      43,355
    Net income                      $100,506   $8,686    $109,192     $92,129


    Basic earnings
     per common share (A)              $0.64    $0.06       $0.69       $0.56
    Diluted earnings
     per common share (A)              $0.62    $0.05       $0.68       $0.55

    Shares used in
     computing basic earnings
     per common share (000's)        157,565  157,565     157,565     164,555
    Shares used in computing
     diluted earnings
     per common
     share (000's)                   160,982  160,982     160,982     168,274

    Key Ratios

    Medical expense ratio
     Commercial                        82.2%       --       82.2%       82.9%
     Government                        85.6%       --       85.6%       84.7%
      Total                            83.7%       --       83.7%       83.8%

    Selling, general, and
     administrative expense ratio
     Commercial                        16.8%       --       16.8%       17.0%
     Government                        13.2%       --       13.2%       13.6%
      Total                            15.2%       --       15.2%       15.4%

    (A) Mathematical differences due to rounding in earnings per share
        calculations.


    Humana Inc.
    Dollars in thousands, except per share results

                                               Three months ended

                                                          Adjusted
                                       June 30,  Unusual   June 30,  June 30,
    Operating Results by Segment         2003      Item       2003      2002

    Commercial:
      Income before income taxes        $43,757  $(12,423)  $31,334   $14,893
      Interest expense                    3,105        --     3,105     3,197
      Depreciation and amortization      17,744        --    17,744    17,463
        Commercial EBITDA *              64,606   (12,423)   52,183    35,553
    Government:
      Income before income taxes         60,433    (2,777)   57,656    51,812
      Interest expense                      696        --       696     1,180
      Depreciation and amortization      10,709        --    10,709    12,774
        Government EBITDA *              71,838    (2,777)   69,061    65,766
    Consolidated:
      Net income                         69,276   (10,108)   59,168    45,359
      Provision for income taxes         34,914    (5,092)   29,822    21,346
      Income before income taxes        104,190   (15,200)   88,990    66,705
      Interest expense                    3,801        --     3,801     4,377
      Depreciation and amortization      28,453        --    28,453    30,237
        Consolidated EBITDA *          $136,444  $(15,200) $121,244  $101,319


                                                   Six months ended

                                                           Adjusted
                                        June 30,  Unusual   June 30,  June 30,
    Operating Results by Segment          2003     Items       2003      2002

    Commercial:
      Income before income taxes         $80,996   $5,429   $86,425   $40,988
      Interest expense                     6,168       --     6,168     6,256
      Depreciation and amortization       36,972       --    36,972    34,630
        Commercial EBITDA *              124,136    5,429   129,565    81,874
    Government:
      Income before income taxes          70,596   10,131    80,727    94,496
      Interest expense                     1,568       --     1,568     2,525
      Depreciation and amortization       22,621       --    22,621    25,403
        Government EBITDA *               94,785   10,131   104,916   122,424
    Consolidated:
      Net income                         100,506    8,686   109,192    92,129
      Provision for income taxes          51,086    6,874    57,960    43,355
      Income before income taxes         151,592   15,560   167,152   135,484
      Interest expense                     7,736       --     7,736     8,781
      Depreciation and amortization       59,593       --    59,593    60,033
        Consolidated EBITDA *           $218,921  $15,560  $234,481  $204,298


    * EBITDA represents earnings (including investment and other income)
      before interest expense, income taxes, depreciation and amortization.
      EBITDA is not a measure under accounting principles generally
      accepted in the United States and may not be similar to EBITDA measures
      of other companies. We believe EBITDA is an important indicator of the
      cash content of the Company's operating income, and as such the quality
      of net income. Accordingly, we believe the most directly comparable GAAP
      measure is net income and, therefore, we have reconciled consolidated
      EBITDA to consolidated net income. Because income taxes are not
      allocated to the segments, we have reconciled segment EBITDA to income
      before income taxes.

    Humana Inc.
    Dollars in thousands, except per share results

                                            June 30,   March 31,  December 31,
    Consolidated Balance Sheets                2003        2003          2002

    Assets
    Current assets:
     Cash and cash equivalents             $754,942    $532,652      $721,357
     Investment securities                1,399,220   1,411,356     1,405,833
     Receivables, net:
      Premiums                              402,821     472,972       348,562
      Administrative services fees           36,688      55,726        68,316
     Other                                  223,800     258,481       250,857
      Total current assets                2,817,471   2,731,187     2,794,925

    Property and equipment, net             417,446     423,465       459,842

    Other assets:
     Long-term investment securities        329,178     312,517       288,724
     Goodwill                               776,874     776,874       776,874
     Other                                  152,885     185,144       279,665
      Total other assets                  1,258,937   1,274,535     1,345,263
     Total assets                        $4,493,854  $4,429,187    $4,600,030
    Liabilities and Stockholders' Equity
    Current liabilities:
     Medical and other expenses payable  $1,287,364  $1,226,043    $1,142,131
     Trade accounts payable and accrued
      expenses                              455,541     512,723       552,689
     Book overdraft                          79,536      84,579        94,882
     Unearned premium revenues              100,445     117,604       335,757
     Short-term debt                        265,000     265,000       265,000
      Total current liabilities           2,187,886   2,205,949     2,390,459
     Long-term debt                         334,610     334,328       339,913
     Other long-term liabilities            265,098     268,131       263,184
      Total liabilities                   2,787,594   2,808,408     2,993,556
    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;
      172,263,921 shares issued at June
       30, 2003                              28,708      28,562        28,556
     Capital in excess of par value         938,648     931,460       931,089
     Retained earnings                      821,383     752,107       720,877
     Accumulated other comprehensive
      income                                 29,839      23,257        22,455
     Unearned restricted stock
      compensation                           (1,469)     (3,961)       (6,516)
     Treasury stock, at cost, 10,606,303
      shares at June 30, 2003              (110,849)   (110,646)      (89,987)
      Total stockholders' equity          1,706,260   1,620,779     1,606,474
     Total liabilities and stockholders'
      equity                             $4,493,854  $4,429,187    $4,600,030


    Debt to total capitalization ratio         26.0%       27.0%         27.4%



    Humana Inc.
    Dollars in thousands


                               Three months ended    Six months ended
    Consolidated Statements          June 30,              June 30,
     of Cash Flows               2003      2002        2003      2002
    Cash flows from
     operating activities
     Net income               $69,276   $45,359    $100,506   $92,129
     Adjustments to
      reconcile net income
      to net cash provided by
       operating activities:
      Non-cash restructuring
       charge                      --        --      30,760        --
      Depreciation and
       amortization            28,453    30,237      59,593    60,033
      Provision for deferred
       income taxes             7,408    10,158      11,054    23,038
      Changes in operating
       assets and
       liabilities:
           Receivables         89,189  (145,383)     40,636  (191,193)
           Other assets       (28,312)  (25,330)    (22,627)  (27,728)
           Medical and other
            expenses payable   61,321    44,326     145,233   108,303
           Other liabilities  (31,057)   (5,878)    (60,069)  (16,682)
           Unearned revenues  (17,159)   (4,320)   (235,312) (242,078)
      Other                   (17,623)    7,053     (16,508)   10,263
      Net cash provided by
       (used in) operating
       activities             161,496   (43,778)     53,266  (183,915)
      Timing of
       Medicare+Choice
       premium payment from
       CMS                         --        --     205,755   216,628
      Normalized net cash
       provided by (used in)
       operating activities   161,496   (43,778)    259,021    32,713

    Cash flows from
     investing activities
      Purchases of property
       and equipment, net     (20,843)  (24,365)    (42,477)  (56,730)
      Divestiture                  --        --          --     1,109
      Purchases of
       investment securities (716,035) (572,962) (2,261,276) (998,097)
      Proceeds from
       maturities of
       investment securities  188,003    62,017     384,926   177,971
      Proceeds from sales of
       investment securities  576,928   565,540   1,897,174   869,436
      Net cash provided by
       (used in) investing
       activities              28,053    30,230     (21,653)   (6,311)

    Cash flows from
     financing activities
      Proceeds from swap
       exchange                31,556        --      31,556        --
      Net commercial paper
       conduit borrowings          --     2,000          --     2,000
      Change in book
       overdraft               (5,043)  (30,151)    (15,346)  (19,478)
      Common stock
       repurchases               (203)       --     (21,020)       --
      Other                     6,431     6,517       6,782     6,984
      Net cash provided by
       (used in) provided by
       financing activities    32,741   (21,634)      1,972   (10,494)

      Increase (decrease) in
       cash and cash
       equivalents            222,290   (35,182)     33,585  (200,720)
      Cash and cash
       equivalents at
       beginning of period    532,652   485,882     721,357   651,420
      Cash and cash
       equivalents at end of
       period                $754,942 $450,700     $754,942  $450,700 

Humana Inc.

    Percentage of Ending Membership Under Capitation Arrangements


                                                     Commercial Segment
                                              Fully                   Total
                                             Insured        ASO      Segment

    June 30, 2003
    Capitated HMO
       hospital system based  A                 6.2%          --        4.8%
    Capitated HMO
       physician group based  A                 3.1%          --        2.4%
    Risk-sharing  B                             2.9%          --        2.2%
    All other membership                       87.8%      100.0%       90.6%
       Total                                  100.0%      100.0%      100.0%


    June 30, 2002
    Capitated HMO
       hospital system based  A                 6.7%          --        5.3%
    Capitated HMO
       physician group based  A                 3.9%          --        3.1%
    Risk-sharing  B                             3.1%          --        2.4%
    All other membership                       86.3%      100.0%       89.2%
       Total                                  100.0%      100.0%      100.0%

                                                 Government Segment

                                 Medicare                      TRICARE  Total
                                 +Choice     Medicaid  TRICARE    ASO Segment

    June 30, 2003
    Capitated HMO
      hospital system based  A     12.5%         2.6%      --      --    1.5%
    Capitated HMO
      physician group based  A      1.9%        57.5%      --      --    8.0%
    Risk-sharing  B                48.1%        33.8%      --      --    8.9%
    All other membership           37.5%         6.1%  100.0%  100.0%   81.6%
      Total                       100.0%       100.0%  100.0%  100.0%  100.0%


    June 30, 2002
    Capitated HMO
      hospital system based  A     13.3%         2.2%      --      --    1.6%
    Capitated HMO
      physician group based  A      3.3%        56.7%      --      --    8.0%
    Risk-sharing  B                45.7%        34.3%      --      --    9.1%
    All other membership           37.7%         6.8%  100.0%  100.0%   81.3%
      Total                       100.0%       100.0%  100.0%  100.0%  100.0%


                                                        Consol.
                                                         Total
                                                        Medical

    June 30, 2003
    Capitated HMO
        hospital system based  A                          3.0%
    Capitated HMO
        physician group based  A                          5.5%
    Risk-sharing  B                                       5.9%
    All other membership                                 85.6%
        Total                                           100.0%


    June 30, 2002
    Capitated HMO
        hospital system based  A                          3.3%
    Capitated HMO
        physician group based  A                          5.8%
    Risk-sharing  B                                       6.1%
    All other membership                                 84.8%
        Total                                           100.0%



     A - In a limited number of circumstances, we contract with hospitals and
         physicians to accept financial risk for a defined set of HMO
         membership. In transferring this risk, we prepay these
         providers a monthly fixed-fee per member to coordinate substantially
         all of the medical care for their capitated HMO membership, including
         some health benefit administrative functions and claims processing.
         For these capitated HMO arrangements, we generally agree to
         reimbursement rates that target a medical expense ratio ranging from
         82% to 89%.  Providers participating in hospital-based capitated HMO
         arrangements generally receive a monthly payment for all of the
         services within their system for their HMO membership. Providers
         participating in physician-based capitated HMO arrangements generally
         have subcontracted specialist physicians and are responsible for
         reimbursing such hospitals and physicians for services
         rendered to their HMO membership.

     B - In some circumstances, we contract with physicians under risk-
         sharing arrangements whereby physicians have assumed some level of
         risk for all or a portion of the medical costs of their HMO
         membership.  Although these arrangements do include capitation
         payments for services rendered, we process substantially all of the
         claims under these arrangements.



    Humana Inc.

    Medical Claim Reserves - Details and Statistics

         Change in medical and other expenses payable:

         The change in medical and other expenses payable is summarized as
         follows:


                                           For the Six    For the Twelve
                                           Months Ended    Months Ended
                                             June 30,       December 31,
                                               2003            2002

             Balances at January 1 $1,142,131 $1,086,386

             Incurred related to:
                   Current year              4,884,188       9,125,915
                   Prior years - TRICARE       (29,466)         25,685(1)
                   Prior years - non-
                    TRICARE  (2)               (38,311)        (13,404)
             Total incurred                  4,816,411       9,138,196

             Paid related to:
                   Current year             (3,684,801)     (8,002,610)
                   Prior years                (986,377)     (1,079,841)
             Total paid                     (4,671,178)     (9,082,451)

             Balances at end of period      $1,287,364      $1,142,131


    (1)  Changes in estimates of medical expenses payable for TRICARE may
         result from issues that entitle us to additional revenues derived
         from change orders or the bid price adjustment process, which was the
         case with substantially all of the unfavorable development for prior
         periods recognized during 2002.

    (2)  Changes in estimates of non-TRICARE incurred claims for prior years
         recognized during 2003 and 2002 related primarily to our commercial
         lines of business.  The impact of any reduction of "incurred related
         to prior years" claims may be offset as we re-establish the
         "incurred related to current year".  Our reserving practice is to
         consistently recognize the actuarial best estimate of our ultimate
         liability for our claims within a level of confidence required to
         meet actuarial standards.  Thus, only when the release of a prior
         year reserve is not offset with the same level of conservatism in
         estimating the current year reserve will the redundancy reduce
         medical expense.  We have consistently applied this methodology in
         determining our best estimate for unpaid claims liability in each
         period.


    Humana Inc.
    Dollars in thousands


    Medical Claim Reserves - Details and Statistics

    Medical and Other Expenses Payable Detail:
                                       June 30,   March 31,  December 31,
                                          2003        2003        2002
    A  IBNR and other medical
        expenses payable              $778,460    $703,910    $650,606
    B  TRICARE IBNR                    232,591     232,249     212,826
    C  TRICARE other medical
        expenses payable                24,677      30,055      37,793
    D  Unprocessed claim inventories    92,100      99,000      92,300
    E  Processed claim inventories     126,516     118,300     105,422
    F  Payable to pharmacy benefit
        administrator                   33,020      42,529      43,184
          Total medical and other
           expenses payable         $1,287,364  $1,226,043  $1,142,131


    A  IBNR represents an estimate of medical expenses payable for claims
       incurred but not reported (IBNR) at the balance sheet date. The level
       of IBNR is primarily impacted by membership levels, medical claim
       trends and the receipt cycle time, which represents the length of time
       between when a claim is initially incurred and when the claim form is
       received (i.e. a shorter time span results in lower reserves for claims
       IBNR).

    B  TRICARE IBNR has increased primarily due to an increase in claim
       inventories at our third party claim administrator for claims not
       submitted electronically.

    C  TRICARE other medical expense payable may include liabilities to
       subcontractors and/or risk share payables to the Department of Defense.
       The level of these balances may fluctuate from period to period due to
       the timing of payment (cutoff) and whether or not the balances are
       payables or receivables (receivables from the Department of Defense
       are classified as "receivables" in our balance sheet).

    D  Unprocessed claim inventories represent the estimated valuation of
       claims received but not yet fully processed.  TRICARE claim inventories
       are not included in this amount as an independent third party
       administrator processes all TRICARE medical claims on our behalf.
       Reserves for TRICARE claims inventory are included in TRICARE IBNR.

    E  Processed claim inventories represent the estimated valuation of
       processed claims that are in the post claim adjudication process, which
       consists of administrative functions such as audit and check batching
       and handling.

    F  The balance due to our pharmacy benefit administrator fluctuates due to
       bi-weekly payments and the month-end cutoff.

    Receipt Cycle Time:

Due to increasing electronic connectivity and other efficiencies gained by our providers with regards to the claim submission process, the average length of time between when a claim was initially incurred and when the claim form was received has generally shortened over the past several years. Below is a summary:

                 Average # of Days from Incurred Date to Receipt Date (1)
                               2003       2002       Change     % Change

       1st Quarter Average     17.1        19.0       (1.9)      -10.0%
       2nd Quarter Average     16.7        18.1       (1.4)       -7.7%
       3rd Quarter Average       --        17.3        n/a         n/a
       4th Quarter Average       --        16.9        n/a         n/a
       Full Year Average       16.9        17.8       (0.9)       -5.1%

     (1) Receipt cycle time data for our 2 largest claim processing
         platforms representing approximately 90% of our claims volume.


    Humana Inc.

    Medical Claim Reserves - Details and Statistics

     Unprocessed Claim Inventories:
     The estimated valuation and number of claims on hand that are yet to be
     processed are as follows:

                             Estimated               Number
                             Valuation   Claim Item  of Days
    Date                      (000)       Counts     On Hand

    12/31/2001                $125,400     518,100      5.0
    3/31/2002                 $121,000     559,600      5.2
    6/30/2002                 $110,300     513,100      4.8
    9/30/2002                 $108,800     496,200      4.8
    12/31/2002                 $92,300     424,200      4.5
    3/31/2003                  $99,000     421,700      4.4
    6/30/2003                  $92,100     446,600      4.7


    Days in Claims Payable (Quarterly):
    A common metric for monitoring medical claim reserve levels relative to
the medical claim expenses is days in claims payable, or DCP, which represents
the medical claim liabilities at the end of the period divided by average
medical expenses per day in the quarterly period. Since we have some providers
under capitation payment arrangements (which do not require a medical claim
IBNR reserve), we have also summarized this metric excluding capitation
expenses.

                     Days
                    in Claims                         DCP
                    Payable   Annual               Excluding  Annual
    Quarter Ended    (DCP)   Change    % Change    Capitation Change % Change

    12/31/2001        47.4     (3.9)      -7.6%       57.1     (4.4)    -7.2%
    3/31/2002         47.2     (2.3)      -4.6%       56.2     (3.4)    -5.7%
    6/30/2002         46.8     (3.1)      -6.2%       55.3     (4.7)    -7.8%
    9/30/2002         46.6     (2.5)      -5.1%       55.3     (3.9)    -6.6%
    12/31/2002        45.2     (2.2)      -4.6%       53.3     (3.8)    -6.7%
    3/31/2003         46.5     (0.7)      -1.5%       54.7     (1.5)    -2.7%
    6/30/2003         47.9      1.1        2.4%       56.2      0.9      1.6%

This metric fluctuates due to all of the issues reviewed above, including the change in the receipt cycle time, the change in medical claim inventories, the change in TRICARE liability balances, and the timing of our bi-weekly payment to our pharmacy benefits administrator. An annual recap follows:


                                                      2003              2002

    4th quarter-prior year                            45.2              47.4
       Impact of change in claim receipt
        cycle time                                    (0.3)             (2.6)
       Impact of change in unprocessed
        claim inventories                              0.0              (1.3)
       Impact of changing TRICARE reserve
        balances                                       0.7               0.3
       Impact of change in pharmacy
        payment cutoff                                (0.4)              0.7
       All other                                       2.7               0.7
    Year to date-current year                         47.9              45.2


SOURCE  Humana Inc.
CONTACT:  Regina Nethery of Humana Investor Relations, +1-502-580-3644,
Rnethery@humana.com; or Tom Noland, Humana Corporate Communications,
+1-502-580-3674, Tnoland@humana.com