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Humana Reports Second Quarter Financial Results; Increases Projected 2008 EPS; Provides Updates on Acquisition and Share Repurchase Activity

Humana Reports Second Quarter Financial Results; Increases Projected 2008 EPS; Provides Updates on Acquisition and Share Repurchase Activity

August 4, 2008 at 6:01 AM EDT

View Press Release in PDF format

  • $1.24 EPS for second quarter ahead of management's expectations
  • Full year 2008 EPS now projected in the range of $4.30 to $4.40
  • Signed definitive agreement to acquire Cariten Healthcare
  • Share repurchase authorization increased to $250 million

LOUISVILLE, Ky.--(BUSINESS WIRE)--Aug. 4, 2008--Humana Inc. (NYSE: HUM) today reported financial results for the quarter ended June 30, 2008 (2Q08) including diluted earnings per common share (EPS) of $1.24 compared to $1.28 per share for the quarter ended June 30, 2007 (2Q07). The 2Q08 results were ahead of management's previous guidance for EPS of $1.15 to $1.20, primarily due to better-than-anticipated financial results for the company's stand-alone Medicare Prescription Drug Plan (PDP) offerings.

For the six months ended June 30, 2008 (1H08) the company reported $1.71 in EPS compared to $1.70 for the six months ended June 30, 2007 (1H07). The company's Commercial Segment operating performance improved year-over-year while improved operating performance in the Government Segment's Medicare Advantage business was more than offset by the previously announced PDP operating shortfall.

"We had a good quarter across all our lines of business and with our PDP issue playing out better than expected, we've raised EPS guidance for the year and are well positioned for a strong 2009," said Michael B. McCallister, Humana's president and chief executive officer of Humana.

In light of the better-than-anticipated second quarter results, the company now anticipates achieving EPS for the year ending December 31, 2008 (FY08) in the range of $4.30 to $4.40, up from its previous guidance of $4.10 to $4.35.

Revenues - 2Q08 consolidated revenues rose 14 percent to $7.35 billion from $6.43 billion in 2Q07, with total premium and administrative services fees also up 14 percent compared to the prior year's quarter. This year-over-year increase was primarily driven by higher average membership in 2Q08 versus 2Q07 for the company's Medicare Advantage, Commercial medical and specialty products as well as higher premium yields for the company's Medicare Advantage products.

1H08 consolidated revenues rose 13 percent to $14.31 billion from $12.63 billion in 1H07 with total premium and administrative services fees up 13 percent compared to the prior year's period, also driven primarily by similar increases in average enrollment and premium yields as those affecting the year-over-year comparisons for 2Q08.

Benefit expenses - The 2Q08 consolidated benefits ratio (benefit expenses as a percent of premium revenues) was higher than that for the prior year's quarter, as expected. The 2Q08 consolidated benefits ratio of 85.0 percent compares to 83.4 percent in 2Q07. This year-over-year increase was primarily driven by a 200 basis point increase in the Government Segment benefits ratio associated with higher PDP claim expenses.

The consolidated benefits ratio for 1H08 of 85.8 percent was 70 basis points higher than the 1H07 consolidated benefits ratio of 85.1 percent with a 140 basis points increase in this year-to-date metric for the Government Segment outpacing the 110 basis point improvement year to date in the benefits ratio for the Commercial Segment.

Selling, general, & administrative (SG&A) expenses - The 2Q08 consolidated SG&A expense ratio (SG&A expenses as a percent of premiums, administrative services fees and other revenue) declined 40 basis points to 12.6 percent for 2Q08 from 13.0 percent in 2Q07. The year-over-year improvement reflects the combined result of declines in the SG&A expense ratio for both of the company's business segments.

The SG&A expense ratio for 1H08 of 13.2 percent was unchanged from that for 1H07 of 13.2 percent as a 70 basis point increase in this metric for the Commercial Segment was essentially offset by a 30 basis point improvement in the SG&A expense ratio for the Government Segment.

Government Segment Results

Pretax results:

  • Primarily as a result of less favorable 2008 PDP operating results, 2Q08 Government Segment pretax earnings were lower than 2Q07, with pretax income of $249.4 million in 2Q08 compared to $288.8 million in 2Q07. The year-over-year decline in operating performance was partially offset by improved operating performance in the company's Medicare Advantage business.
  • For 1H08, pretax earnings for the Government Segment of $246.2 million declined by 20 percent versus 1H07 pretax earnings for the segment of $306.7 million, also primarily reflecting the less favorable performance year over year in the company's stand-alone PDP business, partially offset by improved Medicare Advantage performance.

Enrollment:

  • Medicare Advantage membership grew to 1,345,000 at June 30, 2008, an increase of 211,300 members, or 19 percent from June 30, 2007, up 77,300, or 6 percent versus March 31, 2008, and 202,000 members, or 18 percent year to date. Net Medicare Advantage membership gains for 2Q08 include 40,700 members from acquisitions completed during the quarter.
  • Membership in the company's stand-alone PDPs totaled 3,105,200 at June 30, 2008 compared to 3,440,100 at June 30, 2007 and 3,150,200 at March 31, 2008.
  • Military services membership at June 30, 2008 of 2,943,800 was up approximately 3 percent from June 30, 2007 and essentially unchanged from March 31, 2008.

Premiums and administrative services fees:

  • Medicare Advantage premiums of $3.49 billion in 2Q08 increased 25 percent compared to $2.80 billion in 2Q07, primarily the combined result of a 17 percent increase in average membership and higher per member premium revenues.
  • Medicare stand-alone PDP premiums of $905.1 million in 2Q08 decreased 14 percent compared to $1.05 billion in 2Q07, primarily the result of a 10 percent decline in average membership versus that for 2Q07.
  • Military services premiums and administrative services fees during 2Q08 increased $83.8 million to $824.4 million compared to $740.6 million in 2Q07.

Benefit Expenses:

  • The Government Segment benefits ratio increased 200 basis points to 86.3 percent in 2Q08 compared to 84.3 percent in the prior year's quarter. As previously noted, improved operating performance year over year in the company's Medicare Advantage business was more than offset by an increase in the stand-alone PDP benefits ratio.

    SG&A Expenses:

    • The Government Segment's SG&A expense ratio for 2Q08 of 9.5 percent was 50 basis points lower than that for 2Q07 of 10.0 percent and improved 120 basis points from the first quarter of 2008. The improvements were primarily driven by leverage associated with higher average Medicare Advantage membership and increased Medicare premium yields. The sequential improvement also reflects lower marketing and other administrative expenses associated with the Medicare selling season for 2008 enrollment which concluded during the first quarter of 2008.

    Commercial Segment Results

    Pretax results:

    • Commercial Segment pretax earnings increased 49 percent year over year, to $75.6 million in 2Q08 compared to $50.8 million in 2Q07. This favorable performance was produced by continued strength in the company's areas of strategic Commercial focus - individual, small-group, ASO and consumer plans - as well as overall underwriting discipline and growth from specialty-product acquisitions in the fourth quarter of 2007.
    • The segment's 40 percent increase in pretax earnings for 1H08 ($202.7 million versus $145.2 million in 1H07) was also primarily attributable to the factors outlined above.

    Enrollment:

    • Commercial Segment medical membership grew 279,800 members to 3,558,500 at June 30, 2008, an increase of 9 percent from the June 30, 2007 medical membership for the segment of 3,278,700 and up 3 percent year to date. On an organic basis, Commercial Segment medical membership grew 120,800 members, or 4 percent year-over-year and 43,800 members, or 1 percent year to date.
    • Organic medical membership growth in strategic commercial lines of business for 2Q08 compared to 2Q07 were as follows: HumanaOne membership increased 45 percent, Smart plans and other consumer offerings membership grew 23 percent, Small Group business membership increased 13 percent and ASO membership was essentially unchanged.
    • Membership in Commercial Segment specialty products(a) at June 30, 2008 rose to 6,744,400 compared to 1,930,000 at June 30, 2007, primarily driven by the addition of membership from two specialty-product companies acquired during the fourth quarter of 2007. Specialty membership was essentially unchanged from December 31, 2007.

    Premiums and administrative services fees:

    • Premiums and administrative services fees for the Commercial Segment increased 17 percent to $1.85 billion in 2Q08 compared to $1.59 billion in the prior year's quarter, primarily due to revenues associated with acquired companies and growth in strategic lines of business.
    • Commercial Segment medical premiums for fully-insured groups increased approximately 2 percent on a per-member basis during 2Q08 compared to 2Q07 reflecting a shift in the mix of fully-insured group business from the prior year's quarter to include less groups with higher-than-average premiums.

    Benefit Expenses:

    • The Commercial Segment benefits ratio for 1H08 improved 110 basis points year over year, primarily reflecting the impact of specialty product acquisitions, together with continued underwriting discipline. In 2Q08, the benefits ratio of 81.0 percent was 30 basis points higher than the 2Q07 benefits ratio of 80.7 percent, primarily due to the 2Q07 benefits ratio including a modest impact of favorable prior period development related to 1Q07 medical claims estimates. The first two quarters of 2008 more precisely reflect the sequential claims patterns for the company's growing book of high-deductible health plans.

    SG&A Expenses:

    • The Commercial Segment SG&A expense ratio of 21.5 percent for 2Q08 compares to 21.8 percent in 2Q07, primarily driven by leverage associated with an 8 percent increase in average Commercial medical membership as well as higher specialty product membership acquired via transactions that closed in the fourth quarter of 2007.

    Balance Sheet

    • Cash and cash equivalents of $1.17 billion at June 30, 2008 declined $513.6 million from March 31, 2008 primarily due to the completion of two acquisitions, ordinary course cash transfers into investment securities, and share repurchases during 2Q08.
    • Parent company cash and investments decreased to $171.5 million at June 30, 2008 from $535.7 million at December 31, 2007. In addition to the completion of two acquisitions and share repurchases during 1H08, the parent company received dividends from operating subsidiaries of $296.0 million versus $377.0 million in 1H07, primarily attributable to lower-than-anticipated dividends from entities operating stand-alone PDPs.
    • Net premiums receivable at June 30, 2008 of $987.1 million were up $239.3 million from March 31, 2008 primarily due to an increase in certain Medicare premiums receivable. The company collected the related $257.4 million balance outstanding on that receivable at June 30, 2008 in July 2008.
    • Days in claims payable of 57.2 at June 30, 2008 reflect an increase of 0.3 days from 56.9 at March 31, 2008.
    • Debt-to-total capitalization at June 30, 2008 was 28.0 percent, down 30 basis points from 28.3 percent at March 31, 2008. During 2Q08 the company completed an aggregate offering of $750 million of senior notes, the net proceeds of which were used to repay all outstanding borrowings against the company's $1.00 billion bank credit agreement.

    Cash Flows from Operations

    Cash flows provided by operations for 2Q08 of $104.0 million compared to cash flows provided by operations of $477.3 million in 2Q07 primarily reflecting changes in working capital accounts. Net premiums receivable at June 30, 2008 of $987.1 million were up $239.3 million from March 31, 2008 primarily due to an increase in certain Medicare premiums receivable. The company collected the related $257.4 million balance outstanding on that receivable at June 30, 2008 in July 2008.

    The company also evaluates operating cash flows on a non-GAAP basis(b).

    Cash flows from operations
    ($ in millions)                 2Q08      2Q07     1H08       1H07
    -----------------------------  -------  --------  -------  -----------
    GAAP cash flows provided by
     operations                    $ 104.0  $ 477.3   $ 108.5  $  2,051.7
    -----------------------------  -------  --------  -------  -----------
    Timing of premium payment
     from CMS(b)                        --    (45.6)       --    (1,175.3)
    -----------------------------  -------  --------  -------  -----------
    Non-GAAP cash flows provided
     by operations(b)              $ 104.0  $ 431.7   $ 108.5  $    876.4
    -----------------------------  -------  --------  -------  -----------
    

    Non-GAAP cash flows provided by operations declined to $104.0 million(b) in 2Q08 from $431.7 million(b) in 2Q07 also driven primarily by the changes in working capital accounts described above.

    Acquisition Activity

    The company also announced today that it had signed a definitive agreement to purchase PHP Companies, Inc. (d/b/a Cariten Healthcare) (Cariten), from Knoxville, Tennessee-based Covenant Health for cash consideration of approximately $245 million. The transaction is anticipated to close during the fourth quarter of 2008 and is not anticipated to materially affect Humana's earnings guidance for the FY08.

    During 2Q08 the company also announced its intent to acquire Metcare Health Plans, Inc. (Metcare) in Florida and completed its acquisitions of the SecureHorizons Medicare Advantage HMO business in Las Vegas, Nevada and OSF Health Plans in Illinois.

    Share Repurchase Program

    In February 2008, the company's Board of Directors authorized the use of up to $150 million for share repurchases. As of August 1, 2008, the company had repurchased approximately 2.1 million of its outstanding shares at an average price per share of $44.19 and had approximately $57.2 million remaining on the February 2008 authorization.

    The company also announced today that its Board of Directors had increased the company's share repurchase authorization for use of up to $250 million for this program, excluding the $92.8 million used year to date in connection with the February 2008 authorization. These discretionary repurchases may be made from time to time in the open market or in privately negotiated transactions. The program has an end date of December 31, 2009.

    Footnotes

    (a) The Commercial Segment provides a full range of insured specialty
         products including dental, vision and other supplemental
         products. Members included in these products may not be unique to
         each product since members have the ability to enroll in multiple
         products. Other supplemental benefits include life, disability,
         and fixed-benefit products including cancer and critical illness
         policies.
    (b) The company believes that the non-GAAP measures included in this
         release, when presented in conjunction with comparable GAAP
         measures, are useful to both management and its investors in
         analyzing the company's ongoing business and operating
         performance. Internally, management uses these non-GAAP financial
         measures as indicators of business performance, as well as for
         operational planning and decision making purposes. Non-GAAP
         financial measures should be considered in addition to, but not
         as a substitute for, or superior to, financial measures prepared
         in accordance with GAAP.
    

    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 company documents, as filed with the Securities and Exchange Commission:

        --  Form 10-K for the year ended December 31, 2007;
    
        --  Form 10-Q for the quarter ended March 31, 2008;
    
        --  Form 8-Ks filed during 2008.
    
        About Humana
    

    Humana Inc., headquartered in Louisville, Kentucky, is one of the nation's largest publicly traded health and supplemental benefits companies, with approximately 11.5 million medical members. Humana is a full-service benefits solutions company, offering a wide array of health and supplemental benefit plans for employer groups, government programs and individuals.

    Over its 47-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;
    
        --  Replays of most recent earnings release conference calls;
    
        --  Calendar of events (including upcoming earnings conference
            call dates and times, as well as planned interaction with
            research analysts and institutional investors);
    
        --  Corporate Governance information.
    
         Humana Inc. - Earnings Guidance Points as of August 4, 2008
    ----------------------------------------------------------------------
    (in accordance with        For the year ending         Comments
     Generally Accepted         December 31, 2008
     Accounting Principles)    (Excludes pending
                                acquisitions of Metcare
                                and Cariten)
    -------------------------- --------------------------- ---------------
    Diluted earnings per       Full year 2008: $4.30 to    Excludes impact
     common share               $4.40                       of future
                                                            share
                                                            repurchases
                               Third quarter 2008: $1.45
                                to $1.50
    
    -------------------------- --------------------------- ---------------
    Revenues                   Consolidated revenues: $28
                                billion to $30 billion
    
                               Premiums and ASO fees:
                                  Medicare Advantage: $13
                                   billion to $14 billion;
                                  Medicare stand-alone
                                   PDPs: Approximately
                                   $3.4 billion;
                                  Military services: $3.3
                                   billion to $3.5
                                   billion;
                                  Commercial Segment:
                                   Approximately $7.5
                                   billion
    
                               Consolidated investment
                                income: $345 million to
                                $355 million
    
                               Consolidated other revenue:
                                $190 million to $200
                                million
    
    -------------------------- --------------------------- ---------------
    Ending medical membership  Medicare Advantage: Up      Includes 40,700
     (fully-insured and ASO     approximately 240,000 from  Medicare
     combined)                  prior year                  Advantage
                                                            members
                                                            acquired via
                                                            acquisitions
                                                            completed year
                                                            to date
                               Medicare stand-alone PDPs:
                                Down approximately 370,000
                                from prior year
    
                               Military services: No
                                material change from prior
                                year
    
                               Medicaid: Down
                                approximately 180,000 from
                                prior year
    
                               Commercial: Up              Includes 63,000
                                approximately 150,000 from  Commercial
                                prior year                  members
                                                            acquired via
                                                            acquisitions
                                                            completed year
                                                            to date
    
    -------------------------- --------------------------- ---------------
    Benefit expenses           Medicare products: benefits Medicare
                                ratio in the range of       Advantage and
                                85.0% to 85.5%              stand-alone
                                                            PDP combined
                               Commercial fully-insured
                                groups:
                                  Same-store net benefit
                                   expense trends and
                                   premium yields of 6% to
                                   7% (2% to 3% including
                                   the impact of changes
                                   in the company's
                                   business mix)
    
                                  Secular Commercial       Secular trends
                                   benefit expense trend    exclude the
                                   components as follows:   impact of
                                   inpatient hospital       benefit buy-
                                   utilization - flat to 1  downs
                                   percent; inpatient and
                                   outpatient hospital
                                   rates - mid to upper
                                   single digits;
                                   outpatient hospital
                                   utilization - low to
                                   mid single digits;
                                   physician - mid single
                                   digits; and pharmacy -
                                   mid to upper single
                                   digits.
    
    -------------------------- --------------------------- ---------------
    Selling, general &         13.5% to 14%                SG&A expenses
     administrative expense                                 as a percent
     ratio                                                  of premiums,
                                                            administrative
                                                            services fees,
                                                            and other
                                                            revenue
    
    -------------------------- --------------------------- ---------------
    Depreciation &             $215 million to $220
     amortization               million
    
    -------------------------- --------------------------- ---------------
    Interest expense           $70 million to $75 million
    
    -------------------------- --------------------------- ---------------
    Government Segment         Medicare products:          Medicare
     operating margins          Approximately 3.5%          Advantage and
                                                            stand-alone
                                                            PDP combined
                               Military services: 2.5% to
                                3.0%
    
    -------------------------- --------------------------- ---------------
    Commercial Segment pretax  $280 million to $300
     earnings                   million
    
    -------------------------- --------------------------- ---------------
    Cash flows from operations $1.0 billion to $1.2
                                billion
    
    -------------------------- --------------------------- ---------------
    Capital expenditures       Approximately $275 million
    
    -------------------------- --------------------------- ---------------
    Effective tax rate         35.0% to 35.5%
    
    -------------------------- --------------------------- ---------------
    Shares used in computing   Approximately 169 million   Excludes impact
     full-year EPS                                          of future
                                                            share
                                                            repurchases
    
    
                                 Humana Inc.
                            Statistical Schedules
                                     And
                          Supplementary Information
                            2Q08 Earnings Release
    
                                     S-1
    
    
    Humana Inc.
    Statistical Schedules and Supplementary Information
    2Q08 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  Benefits Payable
    S-16     Footnotes
    
                                     S-2
    
    
    Humana Inc.
    Consolidated Statements of Income
    In thousands, except per common share results
    
                                 Three Months Ended
                                      June 30,
                                ---------------------
                                                       Dollar   Percentage
                                   2008       2007     Change     Change
                                ---------- ---------- --------------------
    Revenues:
       Premiums                 $7,106,752 $6,223,250 $883,502       14.2%
       Administrative services
        fees                       112,964     97,093   15,871       16.3%
       Investment income            80,821     72,052    8,769       12.2%
       Other revenue                50,325     34,402   15,923       46.3%
                                ---------- ---------- ---------
          Total revenues         7,350,862  6,426,797  924,065       14.4%
                                ---------- ---------- ---------
    Operating expenses:
       Benefits                  6,038,482  5,190,418  848,064       16.3%
       Selling, general and
        administrative             916,041    826,459   89,582       10.8%
       Depreciation                 44,141     48,820   (4,679)      -9.6%
       Other intangible
        amortization                 9,317      5,444    3,873       71.1%
                                ---------- ---------- ---------
          Total operating
           expenses              7,007,981  6,071,141  936,840       15.4%
                                ---------- ---------- ---------
    Income from operations         342,881    355,656  (12,775)      -3.6%
    Interest expense                17,867     16,066    1,801       11.2%
                                ---------- ---------- ---------
    Income before income taxes     325,014    339,590  (14,576)      -4.3%
    Provision for income taxes     115,118    122,744   (7,626)      -6.2%
                                ---------- ---------- ---------
    Net income                  $  209,896 $  216,846  ($6,950)      -3.2%
                                ========== ========== =========
    
    Basic earnings per common
     share                      $     1.26 $     1.30   ($0.04)      -3.1%
    Diluted earnings per common
     share                      $     1.24 $     1.28   ($0.04)      -3.1%
    
    Shares used in computing
     basic earnings per common
     share                         167,146    166,614
    Shares used in computing
     diluted earnings per
     common share                  168,997    169,596
    
                                     S-3
    
    
    Humana Inc.
    Consolidated Statements of Income
    In thousands, except per common share results
    
                               Six Months Ended
                                   June 30,
                            -----------------------
                                                      Dollar    Percentage
                               2008        2007       Change      Change
                            ----------- ----------- ----------------------
    Revenues:
       Premiums             $13,819,353 $12,227,813 $1,591,540       13.0%
       Administrative
        services fees           224,943     192,957     31,986       16.6%
       Investment income        170,780     145,579     25,201       17.3%
       Other revenue             95,490      65,261     30,229       46.3%
                            ----------- ----------- -----------
          Total revenues     14,310,566  12,631,610  1,678,956       13.3%
                            ----------- ----------- -----------
    Operating expenses:
       Benefits              11,856,516  10,404,418  1,452,098       14.0%
       Selling, general and
        administrative        1,866,486   1,647,069    219,417       13.3%
       Depreciation              87,098      84,329      2,769        3.3%
       Other intangible
        amortization             17,318       9,999      7,319       73.2%
                            ----------- ----------- -----------
          Total operating
           expenses          13,827,418  12,145,815  1,681,603       13.8%
                            ----------- ----------- -----------
    Income from operations      483,148     485,795     (2,647)      -0.5%
    Interest expense             34,206      33,984        222        0.7%
                            ----------- ----------- -----------
    Income before income
     taxes                      448,942     451,811     (2,869)      -0.6%
    Provision for income
     taxes                      158,876     163,724     (4,848)      -3.0%
                            ----------- ----------- -----------
    Net income              $   290,066 $   288,087 $    1,979        0.7%
                            =========== =========== ===========
    
    Basic earnings per
     common share           $      1.73 $      1.73 $     0.00        0.0%
    Diluted earnings per
     common share           $      1.71 $      1.70 $     0.01        0.6%
    
    Shares used in
     computing basic
     earnings per common
     share                      167,668     166,213
    Shares used in
     computing diluted
     earnings per common
     share                      169,799     169,276
    
                                     S-4
    
    
    Humana Inc.
    Consolidated Balance Sheets
    Dollars in thousands, except share amounts
    
    
                                     June 30,    March 31,   December 31,
                                       2008         2008         2007
                                   ------------ -------------------------
    Assets
    Current assets:
       Cash and cash equivalents   $ 1,174,642  $ 1,688,287  $ 2,040,453
       Investment securities         4,195,562    3,954,830    3,635,317
       Receivables, net:
          Premiums                     987,074      747,806      592,761
          Administrative services
           fees                         12,644       11,517       12,780
       Securities lending
        collateral                     800,326      973,925    1,337,049
       Other                         1,290,295    1,233,910    1,114,486
                                   ------------ -------------------------
          Total current assets       8,460,543    8,610,275    8,732,846
    Property and equipment, net        655,431      636,935      637,241
    Other assets:
       Long-term investment
        securities                     989,253      963,106    1,015,050
       Goodwill                      1,817,460    1,683,604    1,663,939
       Other                         1,017,296      868,108      829,998
                                   ------------ -------------------------
          Total other assets         3,824,009    3,514,818    3,508,987
                                   ------------ -------------------------
    Total assets                   $12,939,983  $12,762,028  $12,879,074
                                   ============ =========================
    
    Liabilities and Stockholders'
     Equity
    Current liabilities:
       Benefits payable            $ 3,105,691  $ 2,885,371  $ 2,696,833
       Trade accounts payable and
        accrued expenses             1,350,924    1,356,405    1,268,963
       Book overdraft                  297,965      291,246      269,226
       Securities lending payable      800,326      973,925    1,337,049
       Unearned revenues               210,770      227,492      219,780
                                   ------------ -------------------------
          Total current
           liabilities               5,765,676    5,734,439    5,791,851
    Long-term debt                   1,635,098    1,601,335    1,687,823
    Future policy benefits payable     980,257      968,719      980,686
    Other long-term liabilities        355,224      405,061      389,777
                                   ------------ -------------------------
          Total liabilities          8,736,255    8,709,554    8,850,137
                                   ------------ -------------------------
    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; 187,648,393
        issued at June 30, 2008         31,275       31,165       31,123
       Capital in excess of par
        value                        1,542,378    1,527,979    1,497,998
       Retained earnings             3,032,848    2,822,952    2,742,782
       Accumulated other
        comprehensive (loss)
        income                         (51,125)       7,312       14,021
       Treasury stock, at cost,
        18,755,909 shares at June
        30, 2008                      (351,648)    (336,934)    (256,987)
                                   ------------ -------------------------
          Total stockholders'
           equity                    4,203,728    4,052,474    4,028,937
                                   ------------ -------------------------
    Total liabilities and
     stockholders' equity          $12,939,983  $12,762,028  $12,879,074
                                   ============ =========================
    
    Debt-to-total capitalization
     ratio                                28.0%        28.3%        29.5%
    
                                                        Sequential Change
                                                       -------------------
                                                         Dollar    Percent
                                                       -------------------
    Assets
    Current assets:
       Cash and cash equivalents
       Investment securities
       Receivables, net:
          Premiums
          Administrative services fees
       Securities lending collateral
       Other
          Total current assets                          ($149,732)   -1.7%
    Property and equipment, net
    Other assets:
       Long-term investment securities
       Goodwill
       Other
          Total other assets
    Total assets                                       $  177,955     1.4%
    
    Liabilities and Stockholders' Equity
    Current liabilities:
       Benefits payable
       Trade accounts payable and accrued expenses
       Book overdraft
       Securities lending payable
       Unearned revenues
          Total current liabilities                    $   31,237     0.5%
    Long-term debt
    Future policy benefits payable
    Other long-term liabilities
          Total liabilities                            $   26,701     0.3%
    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; 187,648,393 issued at June 30,
        2008
       Capital in excess of par value
       Retained earnings
       Accumulated other comprehensive (loss) income
       Treasury stock, at cost, 18,755,909 shares at
        June 30, 2008
          Total stockholders' equity                   $  151,254     3.7%
    Total liabilities and stockholders' equity         $  177,955     1.4%
    
    Debt-to-total capitalization ratio
    
    
                                     S-5
    
    
    Humana Inc.
    Consolidated Statements of Cash Flows
    Dollars in thousands
    
                              Three Months Ended
                                   June 30,
                           ------------------------
                                                      Dollar    Percentage
                               2008        2007       Change      Change
                           ------------ ----------- ----------------------
    Cash flows from
     operating activities
       Net income          $   209,896  $  216,846
       Adjustments to
        reconcile net
        income to net cash
        provided by
        operating
        activities:
          Depreciation and
           amortization         53,458      54,264
          (Gain) loss on
           sale of
           investment
           securities, net      (8,585)      1,587
          Stock-based
           compensation         13,249      10,462
          Provision
           (benefit) for
           deferred income
           taxes                 2,761     (17,900)
          Changes in
           operating
           assets and
           liabilities
           excluding the
           effects of
           acquisitions:
             Receivables      (229,603)    139,567
             Other assets     (112,388)   (107,522)
             Benefits
              payable          192,924      62,814
             Other
              liabilities       (3,401)     80,889
             Unearned
              revenues         (20,169)     24,692
          Other                  5,881      11,567
                           ------------ -----------
    Net cash provided by
     operating activities      104,023     477,266   ($373,243)     -78.2%
                           ------------ -----------
    
    Cash flows from
     investing activities
       Acquisitions, net
        of cash acquired      (262,255)       (224)
       Purchases of
        property and
        equipment              (64,960)    (43,973)
       Proceeds from sales
        of property and
        equipment                    2           2
       Purchases of
        investment
        securities          (1,861,577)   (908,244)
       Proceeds from
        maturities of
        investment
        securities             102,369     212,471
       Proceeds from sales
        of investment
        securities           1,389,636     444,692
       Change in
        securities lending
        collateral             173,599    (296,870)
                           ------------ -----------
    Net cash used in
     investing activities     (523,186)   (592,146) $   68,960       11.6%
                           ------------ -----------
    
    Cash flows from
     financing activities
       Receipts from CMS
        contract deposits      590,538     639,722
       Withdrawals from
        CMS contract
        deposits              (573,184)   (708,277)
       Borrowings under
        credit agreement       175,000     400,000
       Repayments under
        credit agreement      (850,000)   (510,000)
       Proceeds from
        issuance of senior
        notes                  749,247           -
       Debt issue costs         (5,480)          -
       Change in book
        overdraft                6,719       5,074
       Change in
        securities lending
        payable               (173,599)    296,870
       Common stock
        repurchases            (14,714)        (16)
       Excess tax benefit
        from stock-based
        compensation               167       5,426
       Proceeds from stock
        option exercises
        and other                  824      12,791
                           ------------ -----------
    Net cash (used in)
     provided by financing
     activities                (94,482)    141,590   ($236,072)    -166.7%
                           ------------ -----------
    
    (Decrease)/increase in
     cash and cash
     equivalents              (513,645)     26,710
    Cash and cash
     equivalents at
     beginning of period     1,688,287   3,694,059
                           ------------ -----------
    
    Cash and cash
     equivalents at end of
     period                $ 1,174,642  $3,720,769
                           ============ ===========
    
                                     S-6
    
    
    Humana Inc.
    Consolidated Statements of Cash Flows
    Dollars in thousands
    
    
                                                    Six Months Ended
                                                        June 30,
                                                -------------------------
    
                                                    2008         2007
                                                ------------ ------------
    Cash flows from operating activities
       Net income                               $   290,066  $   288,087
       Adjustments to reconcile net income to
        net cash provided by operating
        activities:
          Depreciation and amortization             104,416       94,328
          Gain on sale of investment
           securities, net                          (18,849)         (85)
          Stock-based compensation                   27,165       20,264
          Provision (benefit) for deferred
           income taxes                              10,572      (24,011)
          Changes in operating assets and
           liabilities excluding the effects of
           acquisitions:
             Receivables                           (383,385)     (16,612)
             Other assets                          (195,211)    (126,467)
             Benefits payable                       381,462      456,882
             Other liabilities                     (104,475)     143,426
             Unearned revenues                      (12,457)   1,199,719
          Other                                       9,158       16,216
                                                ------------ ------------
    Net cash provided by operating activities       108,462    2,051,747
                                                ------------ ------------
    
    Cash flows from investing activities
       Acquisitions, net of cash acquired          (266,093)     (27,005)
       Purchases of property and equipment         (112,047)    (114,717)
       Proceeds from sales of property and
        equipment                                         2        4,072
       Purchases of investment securities        (3,524,144)  (1,873,295)
       Proceeds from maturities of investment
        securities                                  274,347      769,956
       Proceeds from sales of investment
        securities                                2,649,402      926,603
       Change in securities lending collateral      536,723     (718,075)
                                                ------------ ------------
    Net cash used in investing activities          (441,810)  (1,032,461)
                                                ------------ ------------
    
    Cash flows from financing activities
       Receipts from CMS contract deposits        1,188,830    1,483,359
       Withdrawals from CMS contract deposits    (1,079,245)  (1,223,982)
       Borrowings under credit agreement            425,000      710,000
       Repayments under credit agreement         (1,225,000)    (760,000)
       Proceeds from issuance of senior notes       749,247            -
       Debt issue costs                              (5,480)           -
       Change in book overdraft                      28,739       (3,959)
       Change in securities lending payable        (536,723)     718,075
       Common stock repurchases                     (94,661)      (7,203)
       Excess tax benefit from stock-based
        compensation                                  9,344       14,554
       Proceeds from stock option exercises and
        other                                         7,486       30,335
                                                ------------ ------------
    Net cash (used in) provided by financing
     activities                                    (532,463)     961,179
                                                ------------ ------------
    
    (Decrease)/increase in cash and cash
     equivalents                                   (865,811)   1,980,465
    Cash and cash equivalents at beginning of
     period                                       2,040,453    1,740,304
                                                ------------ ------------
    
    Cash and cash equivalents at end of period  $ 1,174,642  $ 3,720,769
                                                ============ ============
    
    
                                                     Dollar     Percentage
                                                     Change       Change
                                                  ------------------------
    Cash flows from operating activities
       Net income
       Adjustments to reconcile net income to net
        cash provided by operating activities:
          Depreciation and amortization
          Gain on sale of investment securities,
           net
          Stock-based compensation
          Provision (benefit) for deferred income
           taxes
          Changes in operating assets and
           liabilities excluding the effects of
           acquisitions:
             Receivables
             Other assets
             Benefits payable
             Other liabilities
             Unearned revenues
          Other
    Net cash provided by operating activities      ($1,943,285)     -94.7%
    
    Cash flows from investing activities
       Acquisitions, net of cash acquired
       Purchases of property and equipment
       Proceeds from sales of property and
        equipment
       Purchases of investment securities
       Proceeds from maturities of investment
        securities
       Proceeds from sales of investment
        securities
       Change in securities lending collateral
    Net cash used in investing activities         $    590,651       57.2%
    
    Cash flows from financing activities
       Receipts from CMS contract deposits
       Withdrawals from CMS contract deposits
       Borrowings under credit agreement
       Repayments under credit agreement
       Proceeds from issuance of senior notes
       Debt issue costs
       Change in book overdraft
       Change in securities lending payable
       Common stock repurchases
       Excess tax benefit from stock-based
        compensation
       Proceeds from stock option exercises and
        other
    Net cash (used in) provided by financing
     activities                                    ($1,493,642)    -155.4%
    
    (Decrease)/increase in cash and cash
     equivalents
    Cash and cash equivalents at beginning of
     period
    
    Cash and cash equivalents at end of period
    
    
                                     S-7
    
    
    Humana Inc.
    Key Income Statement Ratios and Segment Operating Results
    Dollars in thousands
    
    
                                Three Months Ended
                                     June 30,
                                -------------------
                                                               Percentage
                                  2008      2007    Difference   Change
                                --------- --------- ---------------------
    Benefits ratio
       Government Segment           86.3%     84.3%       2.0%
       Commercial Segment           81.0%     80.7%       0.3%
       Consolidated                 85.0%     83.4%       1.6%
    
    Selling, general, and
     administrative expense
     ratio (A)
       Government Segment            9.5%     10.0%      -0.5%
       Commercial Segment           21.5%     21.8%      -0.3%
       Consolidated                 12.6%     13.0%      -0.4%
    
    
    Detail of pretax income
       Government Segment       $249,449  $288,790   ($39,341)     -13.6%
       Commercial Segment         75,565    50,800     24,765       48.8%
                                --------- --------- ----------
       Consolidated             $325,014  $339,590   ($14,576)      -4.3%
                                ========= ========= ==========
    
    Detail of pretax margins
       Government Segment            4.6%      6.0%      -1.4%
       Commercial Segment            3.9%      3.1%       0.8%
       Consolidated                  4.4%      5.3%      -0.9%
    
                                  Six Months Ended
                                      June 30,
                                 -------------------
                                                                Percentage
                                   2008      2007    Difference   Change
                                 --------- --------- ---------------------
    Benefits ratio
       Government Segment            88.1%     86.7%       1.4%
       Commercial Segment            79.0%     80.1%      -1.1%
       Consolidated                  85.8%     85.1%       0.7%
    
    Selling, general, and
     administrative expense
     ratio (A)
       Government Segment            10.1%     10.4%      -0.3%
       Commercial Segment            21.9%     21.2%       0.7%
       Consolidated                  13.2%     13.2%       0.0%
    
    
    Detail of pretax income
       Government Segment        $246,212  $306,655   ($60,443)     -19.7%
       Commercial Segment         202,730   145,156     57,574       39.7%
                                 --------- --------- ----------
       Consolidated              $448,942  $451,811    ($2,869)      -0.6%
                                 ========= ========= ==========
    
    Detail of pretax margins
       Government Segment             2.4%      3.3%      -0.9%
       Commercial Segment             5.3%      4.4%       0.9%
       Consolidated                   3.1%      3.6%      -0.5%
    
    
                                     S-8
    
    
    Humana Inc.
    Membership Detail
    In thousands
    
    
    
                                  Ending                       Ending
                               June 30, 2008 Average - 2Q08 June 30, 2007
                               ------------- ----------------------------
    Medical Membership:
    Government Segment:
       Medicare Advantage -
        HMO                            494.0          485.2         452.4
       Medicare Advantage -
        PPO                            163.5          156.6          66.9
       Medicare Advantage -
        PFFS                           687.5          685.5         614.4
                               ------------- ----------------------------
          Total Medicare
           Advantage                 1,345.0        1,327.3       1,133.7
                               ------------- ----------------------------
       Medicare - PDP -
        Standard                     1,531.6        1,542.4       2,131.0
       Medicare - PDP -
        Enhanced                     1,409.4        1,401.8       1,075.9
       Medicare - PDP -
        Complete                       164.2          165.8         233.2
                               ------------- ----------------------------
          Total Medicare
           stand-alone PDPs          3,105.2        3,110.0       3,440.1
                               ------------- ----------------------------
             Total Medicare          4,450.2        4,437.3       4,573.8
                               ------------- ----------------------------
       Military services
        insured                      1,737.6        1,734.2       1,717.6
       Military services ASO         1,206.2        1,203.4       1,150.6
                               ------------- ----------------------------
          Total military
           services                  2,943.8        2,937.6       2,868.2
                               ------------- ----------------------------
       Medicaid insured                387.7          385.1         384.9
       Medicaid ASO                    173.8          174.6         182.7
                               ------------- ----------------------------
          Total Medicaid               561.5          559.7         567.6
                               ------------- ----------------------------
       Total Government
        Segment                      7,955.5        7,934.6       8,009.6
                               ------------- ----------------------------
    Commercial Segment:
       Fully-insured medical:
          Group                      1,623.3        1,605.9       1,533.0
          Individual                   297.2          289.4         205.0
          Medicare supplement           16.1           15.7           8.3
                               ------------- ----------------------------
       Total fully-insured
        medical                      1,936.6        1,911.0       1,746.3
       ASO                           1,621.9        1,612.7       1,532.4
                               ------------- ----------------------------
       Total Commercial
        Segment                      3,558.5        3,523.7       3,278.7
                               ------------- ----------------------------
    
    Total medical membership        11,514.0       11,458.3      11,288.3
                               ============= ============================
    
    Specialty Membership
       Dental - fully-insured        2,612.2        2,618.8         978.1
       Dental - ASO                  1,074.0        1,078.8         499.9
                               ------------- ----------------------------
          Total dental               3,686.2        3,697.6       1,478.0
       Vision                        2,160.9        2,251.1             -
       Other supplemental
        benefits(B)                    897.3          898.5         452.0
                               ------------- ----------------------------
    Total specialty membership       6,744.4        6,847.2       1,930.0
                               ============= ============================
    
                         Year-over-year Change           Sequential Change
                         ---------------------           -----------------
                                                Ending
                                               March 31,
                            Amount     Percent    2008    Amount   Percent
                         --------------------- --------- -----------------
    Medical Membership:
    Government Segment:
       Medicare
        Advantage - HMO          41.6     9.2%     465.6     28.4     6.1%
       Medicare
        Advantage - PPO          96.6   144.4%     134.0     29.5    22.0%
       Medicare
        Advantage - PFFS         73.1    11.9%     668.1     19.4     2.9%
                         -------------         --------- ---------
          Total Medicare
           Advantage            211.3    18.6%   1,267.7     77.3     6.1%
                         -------------         --------- ---------
       Medicare - PDP -
        Standard               (599.4)  -28.1%   1,584.5    (52.9)   -3.3%
       Medicare - PDP -
        Enhanced                333.5    31.0%   1,394.9     14.5     1.0%
       Medicare - PDP -
        Complete                (69.0)  -29.6%     170.8     (6.6)   -3.9%
                         -------------         --------- ---------
          Total Medicare
           stand-alone
           PDPs                (334.9)   -9.7%   3,150.2    (45.0)   -1.4%
                         -------------         --------- ---------
             Total
              Medicare         (123.6)   -2.7%   4,417.9     32.3     0.7%
                         -------------         --------- ---------
       Military services
        insured                  20.0     1.2%   1,728.1      9.5     0.5%
       Military services
        ASO                      55.6     4.8%   1,193.0     13.2     1.1%
                         -------------         --------- ---------
          Total military
           services              75.6     2.6%   2,921.1     22.7     0.8%
                         -------------         --------- ---------
       Medicaid insured           2.8     0.7%     384.2      3.5     0.9%
       Medicaid ASO              (8.9)   -4.9%     175.4     (1.6)   -0.9%
                         -------------         --------- ---------
          Total Medicaid         (6.1)   -1.1%     559.6      1.9     0.3%
                         -------------         --------- ---------
       Total Government
        Segment                 (54.1)   -0.7%   7,898.6     56.9     0.7%
                         -------------         --------- ---------
    Commercial Segment:
       Fully-insured
        medical:
          Group                  90.3     5.9%   1,572.9     50.4     3.2%
          Individual             92.2    45.0%     272.9     24.3     8.9%
          Medicare
           supplement             7.8    94.0%      15.2      0.9     5.9%
                         -------------         --------- ---------
       Total fully-
        insured medical         190.3    10.9%   1,861.0     75.6     4.1%
       ASO                       89.5     5.8%   1,597.7     24.2     1.5%
                         -------------         --------- ---------
       Total Commercial
        Segment                 279.8     8.5%   3,458.7     99.8     2.9%
                         -------------         --------- ---------
    
    Total medical
     membership                 225.7     2.0%  11,357.3    156.7     1.4%
                         =============         ========= =========
    
    Specialty Membership
       Dental - fully-
        insured               1,634.1   167.1%   2,632.8    (20.6)   -0.8%
       Dental - ASO             574.1   114.8%   1,084.1    (10.1)   -0.9%
                         -------------         --------- ---------
          Total dental        2,208.2   149.4%   3,716.9    (30.7)   -0.8%
       Vision                 2,160.9   100.0%   2,301.0   (140.1)   -6.1%
       Other
        supplemental
        benefits(B)             445.3    98.5%     898.3     (1.0)   -0.1%
                         -------------         --------- ---------
    Total specialty
     membership               4,814.4   249.5%   6,916.2   (171.8)   -2.5%
                         =============         ========= =========
    
    
                                     S-9
    
    
    Humana Inc.
    Premiums and Administrative Services Fees Detail
    Dollars in thousands, except per member per month
    
                                                                   Per
                                                                  Member
                                                                    per
                                                                  Month(C)
                                                                  Three
                                                                  Months
                      Three Months Ended                           Ended
                           June 30,                              June 30,
                     ---------------------                       ---------
                                             Dollar   Percentage
                        2008       2007      Change     Change   2008 2007
                     ---------- ---------- --------------------- ---------
    Premium revenues
    Government
     Segment:
       Medicare
        Advantage    $3,491,824 $2,804,438 $ 687,386       24.5% $877 $825
       Medicare
        stand-alone
        PDPs            905,071  1,051,259  (146,188)     -13.9% $ 97 $102
                     ---------- ---------- ----------
          Total
           Medicare   4,396,895  3,855,697   541,198       14.0%
       Military
        services
        insured(D)      806,976    725,040    81,936       11.3% $155 $141
       Medicaid
        insured         141,976    132,486     9,490        7.2% $123 $115
                     ---------- ---------- ----------
       Total
        Government
        Segment
        premiums      5,345,847  4,713,223   632,624       13.4%
                     ---------- ---------- ----------
    Commercial
     Segment:
       Fully-insured
        medical       1,526,026  1,402,082   123,944        8.8% $266 $269
       Specialty        234,879    107,945   126,934      117.6% $ 13 $ 22
                     ---------- ---------- ----------
       Total
        Commercial
        Segment
        premiums      1,760,905  1,510,027   250,878       16.6%
                     ---------- ---------- ----------
    Total premium
     revenues        $7,106,752 $6,223,250 $ 883,502       14.2%
                     ========== ========== ==========
    
    Administrative
     services fees
       Military
        services
        ASO(D)       $   17,403 $   15,535 $   1,868       12.0% $  5 $  4
       Medicaid ASO       2,053      2,136       (83)      -3.9% $  4 $  4
       Commercial
        Segment          93,508     79,422    14,086       17.7% $ 12 $ 13
                     ---------- ---------- ----------
    Total
     administrative
     services fees   $  112,964 $   97,093 $  15,871       16.3%
                     ========== ========== ==========
    
                                     S-10
    
    
    Humana Inc.
    Premiums and Administrative Services Fees Detail
    Dollars in thousands, except per member per month
    
    
    
                              Six Months Ended
                                  June 30,
                           -----------------------
                                                     Dollar    Percentage
                              2008        2007       Change      Change
                           ----------- ----------- ----------------------
    Premium revenues
    Government Segment:
       Medicare Advantage  $ 6,659,541 $ 5,547,149 $1,112,392       20.1%
       Medicare stand-
        alone PDPs           1,780,070   1,957,685   (177,615)      -9.1%
                           ----------- ----------- -----------
          Total Medicare     8,439,611   7,504,834    934,777       12.5%
       Military services
        insured(D)           1,617,635   1,452,255    165,380       11.4%
       Medicaid insured        285,656     261,811     23,845        9.1%
                           ----------- ----------- -----------
       Total Government
        Segment premiums    10,342,902   9,218,900  1,124,002       12.2%
                           ----------- ----------- -----------
    Commercial Segment:
       Fully-insured
        medical              3,007,512   2,792,887    214,625        7.7%
       Specialty               468,939     216,026    252,913      117.1%
                           ----------- ----------- -----------
       Total Commercial
        Segment premiums     3,476,451   3,008,913    467,538       15.5%
                           ----------- ----------- -----------
    Total premium revenues $13,819,353 $12,227,813 $1,591,540       13.0%
                           =========== =========== ===========
    
    Administrative
     services fees
       Military services
        ASO(D)             $    37,927 $    29,829 $    8,098       27.1%
       Medicaid ASO              4,235       4,232          3        0.1%
       Commercial Segment      182,781     158,896     23,885       15.0%
                           ----------- ----------- -----------
    Total administrative
     services fees         $   224,943 $   192,957 $   31,986       16.6%
                           =========== =========== ===========
    
                                                   Per Member per Month(C)
                                                      Six Months Ended
                                                          June 30,
                                                   -----------------------
    
                                                      2008        2007
                                                   -----------------------
    Premium revenues
    Government Segment:
       Medicare Advantage                          $       862 $       828
       Medicare stand-alone PDPs                   $        95 $        94
          Total Medicare
       Military services insured(D)                $       156 $       141
       Medicaid insured                            $       124 $       113
       Total Government Segment premiums
    Commercial Segment:
       Fully-insured medical                       $       267 $       269
       Specialty                                   $        13 $        22
       Total Commercial Segment premiums
    Total premium revenues
    
    Administrative services fees
       Military services ASO(D)                    $         5 $         4
       Medicaid ASO                                $         4 $         4
       Commercial Segment                          $        11 $        13
    Total administrative services fees
    
    
                                     S-11
    
    
    Humana Inc.
    Percentage of Ending Membership under Capitation Arrangements
    
    
                                      Government Segment
                      ---------------------------------------------------
                                 Medicare
                      Medicare  stand-alone Military          Total Govt.
    June 30, 2008     Advantage    PDPs     Services Medicaid   Segment
    ----------------- ---------------------------------------------------
    
    Capitated HMO
     hospital system
     based(E)              1.9%          -        -        -         0.3%
    Capitated HMO
     physician group
     based(E)              3.7%          -        -     26.8%        2.5%
    Risk-sharing(F)       20.4%          -        -     41.7%        6.4%
    All other
     membership           74.0%      100.0%   100.0%    31.5%       90.8%
                      ----------------------------------------------------
       Total medical
        membership       100.0%      100.0%   100.0%   100.0%      100.0%
                      ====================================================
    
    June 30, 2007
    -----------------
    
    Capitated HMO
     hospital system
     based(E)              2.5%          -        -        -         0.3%
    Capitated HMO
     physician group
     based(E)              2.0%          -        -     26.0%        2.1%
    Risk-sharing(F)       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%
                      ====================================================
    
                                      Commercial Segment
                               --------------------------------
                                                                  Total
                                                    Total Comm.  Medical
    June 30, 2008              Fully-insured  ASO     Segment   Membership
    -------------------------- -------------------------------------------
    
    Capitated HMO hospital
     system based(E)                    1.3%     -         0.7%       0.4%
    Capitated HMO physician
     group based(E)                     1.4%     -         0.8%       2.0%
    Risk-sharing(F)                     1.3%     -         0.7%       4.7%
    All other membership               96.0% 100.0%       97.8%      92.9%
                               -------------------------------------------
       Total medical
        membership                    100.0% 100.0%      100.0%     100.0%
                               ===========================================
    
    June 30, 2007
    --------------------------
    
    Capitated HMO hospital
     system based(E)                    1.4%     -         0.8%       0.5%
    Capitated HMO physician
     group based(E)                     1.5%     -         0.8%       1.8%
    Risk-sharing(F)                     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%
                               ===========================================
    
    
                                     S-12
    
    
    Humana Inc.
    Detail of Benefits Payable Balance and Year-to-Date Changes
    Dollars in thousands
    
                               June 30,      March 31,     December 31,
                                 2008          2008            2007
                             ------------- -------------------------------
    Detail of benefits
     payable
       IBNR and other
        benefits payable(G)  $  2,196,494  $  1,997,213  $      1,918,460
       Unprocessed claim
        inventories(H)            228,700       212,000           213,400
       Processed claim
        inventories(I)            127,707       118,132            91,938
       Payable to pharmacy
        benefit
        administrator(J)          141,984       185,219           131,663
                             ------------- -------------------------------
          Benefits payable,
           excluding
           military services    2,694,885     2,512,564         2,355,461
    
       Military services
        IBNR(K)                   320,172       281,208           265,178
       Other military
        services benefits
        payable(L)                 90,634        91,599            76,194
                             ------------- -------------------------------
          Military services
           benefits payable       410,806       372,807           341,372
                             ------------- -------------------------------
    Total Benefits Payable   $  3,105,691  $  2,885,371  $      2,696,833
                             ============= ===============================
    
    
                              Six Months    Six Months
                                 Ended         Ended        Year Ended
                             June 30, 2008 June 30, 2007 December 31, 2007
                             ------------- -------------------------------
    Year-to-date changes in
     benefits payable,
     excluding military
     services(M)
    
       Balances at January 1 $  2,355,461  $  1,979,733  $      1,979,733
    
       Acquisitions                27,396             -            41,030
    
       Incurred related to:
          Current year         10,628,582     9,284,684        18,015,246
          Prior years(N)         (221,485)     (156,032)         (242,922)
                             ------------- -------------------------------
       Total incurred          10,407,097     9,128,652        17,772,324
                             ------------- -------------------------------
    
       Paid related to:
          Current year         (8,602,235)   (7,281,526)      (16,012,828)
          Prior years          (1,492,834)   (1,388,603)       (1,424,798)
                             ------------- -------------------------------
       Total paid             (10,095,069)   (8,670,129)      (17,437,626)
                             ------------- -------------------------------
    
       Balances at end of
        period               $  2,694,885  $  2,438,256  $      2,355,461
                             ============= ===============================
    
    
                              Six Months    Six Months
                                 Ended         Ended        Year Ended
                             June 30, 2008 June 30, 2007 December 31, 2007
                             ------------- -------------------------------
    Summary of Consolidated
     Benefits Expense:
       Total benefits
        expense incurred,
        per above            $ 10,407,097  $  9,128,652  $     17,772,324
       Military services
        benefits                1,429,657     1,266,763         2,481,815
       Future policy benefit
        expense(O)                 19,762         9,003            16,392
                             ------------- -------------------------------
          Consolidated
           Benefits Expense  $ 11,856,516  $ 10,404,418  $     20,270,531
                             ============= ===============================
    
                                     S-13
    
    
    Humana Inc.
    Benefits Payable Statistics(P)
    
    
    Receipt Cycle Time(Q)
                                                                Percentage
                                2008       2007       Change      Change
                             ---------- ----------------------------------
    1st Quarter Average            15.1       15.6        (0.5)      -3.2%
    2nd Quarter Average            15.0       15.6        (0.6)      -3.8%
    3rd Quarter Average               -       15.9         N/A        N/A
    4th Quarter Average               -       15.1         N/A        N/A
                             ---------- -----------------------
    Full Year Average              15.1       15.6        (0.5)      -3.2%
                             ========== =======================
    
    
    Unprocessed Claims Inventories
    
                    Estimated Valuation Claim Item  Number of
         Date             (000s)          Counts   Days on Hand
    -----------------------------------------------------------
          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
          9/30/2007        $    224,000    819,100         6.1
         12/31/2007        $    213,400    683,500         5.0
          3/31/2008        $    212,000    673,000         4.4
    -----------------------------------------------------------
          6/30/2008        $    228,700    742,800         4.6
    -----------------------------------------------------------
    
                                     S-14
    
    
    Humana Inc.
    Benefits Payable Statistics (Continued)(P)
    
    
    
    Days in Claims Payable(R)
                                         Change                 DCP
                           Days in Claim  Last 4  Percentage  Excluding
    Quarter Ended          Payable (DCP) Quarters   Change   Capitation
    ---------------------------------------------------------------------
                 6/30/2006          55.8     9.7       21.0%      62.0
                 9/30/2006          57.5     7.2       14.2%      64.3
                12/31/2006          56.3     6.0       11.9%      64.0
                 3/31/2007          59.3     5.8       10.8%      66.0
                 6/30/2007          60.0     4.2        7.5%      68.5
                 9/30/2007          61.8     4.3        7.5%      70.2
                12/31/2007          60.2     3.9        6.9%      68.3
                 3/31/2008          56.9    (2.4)      -4.0%      63.3
    ---------------------------------------------------------------------
                 6/30/2008          57.2    (2.8)      -4.7%      63.3
    ---------------------------------------------------------------------
    
    Days in Claims Payable(R)
                                                      Change
                                                       Last 4  Percentage
    Quarter Ended                                     Quarters   Change
    ----------------------------------------------------------------------
                                           6/30/2006      9.6        18.3%
                                           9/30/2006      5.5         9.4%
                                          12/31/2006      7.4        13.1%
                                           3/31/2007      5.5         9.1%
                                           6/30/2007      6.5        10.5%
                                           9/30/2007      5.9         9.2%
                                          12/31/2007      4.3         6.7%
                                           3/31/2008     (2.7)       -4.1%
    ----------------------------------------------------------------------
                                           6/30/2008     (5.2)       -7.6%
    ----------------------------------------------------------------------
    
    
    Year-to-Date Change in Days in Claims Payable(S)
                                                          1H08  FY07
                                                          ----- -----
    DCP - beginning of period                             60.2  56.3
    Components of change in DCP:
    Internal versus outsourced claims processing cycle
     times                                                (2.6) (0.2)
    Increase in the Part D component of MAPD expense      (1.9) (0.5)
    Increase in Medicare PPO business                     (1.1)  0.2
    Change in unprocessed claims inventories              (0.5) (0.1)
    Change in processed claims inventories                 0.7  (0.1)
    Change in pharmacy payment cutoff                     (0.4)  0.3
    Change in provider payables under risk arrangements    2.9   3.4
    All other                                             (0.1)  0.9
                                                          ----- -----
    DCP - end of period                                   57.2  60.2
                                                          ===== =====
    
                                    S-15
    
    
    Humana Inc.
    Footnotes to Statistical Schedules and Supplementary Information
    2Q08 Earnings Release
    
    Footnotes
    ----------------------------------------------------------------------
    (A) The selling, general and administrative (SG&A) expense ratio is
         defined as SG&A expenses as a percent of premiums, administrative
         services fees and other revenue.
    (B) Other supplemental benefits include life, disability, and fixed
         benefit products including cancer and critical illness policies.
    (C) 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).
    (D) Military services revenues are not contracted on a per-member
         basis.
    (E) 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 benefit 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.
    (F) 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 benefit expenses 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.
    (G) IBNR represents an estimate of benefit expenses payable for claims
         incurred but not reported (IBNR) at the balance sheet date. The
         level of IBNR is primarily impacted by membership levels, benefit
         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 benefits payable
         includes amounts payable to providers under capitation
         arrangements.
    (H) Unprocessed claim inventories represent the estimated valuation of
         claims received but not yet fully processed.
    (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) Military services IBNR primarily fluctuates due to benefit expense
         inflation and changes in the utilization of benefits. Amount
         includes unprocessed inventories as an independent third party
         administrator processes all military services benefit claims on
         the company's behalf.
    (L) Other military benefits 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).
    (M) The table excludes activity associated with military services
         benefits payable, because the federal government bears a
         substantial portion of the risk associated with financing the
         cost of health benefits. More specifically, the risk-sharing
         provisions of the military services contracts with the federal
         government and with subcontractors effectively limit profits and
         losses when actual claim experience varies from the targeted
         claim amount negotiated annually. As a result of these contract
         provisions, the impact of changes in estimates for prior year
         military services benefits payable are substantially offset by
         the associated changes in estimates of revenue from health care
         services reimbursements. As such, any impact on our results of
         operations is reduced substantially, whether positive or
         negative.
    (N) 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.
    (O) Future policy benefit expense has a related liability classified
         as a long-term liability on the balance sheet.
    (P) Benefits reserves statistics represents fully-insured medical
         claims data and excludes military services claims data and
         specialty benefits.
    (Q) 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 represent 80% to 85% of the company's fully-
         insured claims volume. Pharmacy and specialty claims, including
         dental, vision and other supplemental benefits, are excluded from
         this measurement.
    (R) A common metric for monitoring benefits payable levels relative to
         the benefit expense is days in claims payable, or DCP, which
         represents the benefits payable at the end of the period divided
         by average benefit expenses per day in the quarterly period.
         Since the company has some providers under capitation payment
         arrangements (which do not require a benefits payable IBNR
         reserve), the company has also summarized this metric excluding
         capitation expense. In addition, this calculation excludes the
         impact of the company's military services and stand-alone PDP
         business.
    (S) DCP fluctuates due to a number of issues, the more significant of
         which are detailed in this rollforward. 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. This analysis excludes the impact of
         military services and Medicare stand-alone PDPs upon DCP.
    

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    http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5746766

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

    SOURCE: Humana Inc.