Patents

Humana Reports Fourth Quarter and Full Year 2002 Results

Humana Reports Fourth Quarter and Full Year 2002 Results

February 3, 2003 at 12:00 AM EST
LOUISVILLE, Ky., Feb 3, 2003 /PRNewswire-FirstCall via COMTEX/ -- Humana Inc. (NYSE: HUM) today reported results for the fourth quarter ended December 31, 2002 and comparative amounts for the quarter ended December 31, 2001 as follows:


                              4Q02          4Q01          4Q02         4Q01
                              GAAP(1)       GAAP(1)   Adjusted(2)  Adjusted(3)

    Earnings (loss)
     per diluted share        $(.01)        $ .21        $ .34          $.29
    Net income (loss)
     (in thousands)         $(1,705)      $35,108      $56,495       $48,281
    Pre-tax margin              --            2.1%         2.9%          2.6%

    (See "Footnote Definitions" section of this press release.)
Fourth quarter 2002 adjusted earnings per diluted share of $.34 increased 17 percent compared to the same period in the prior year driven primarily by improved adjusted earnings in the company's Commercial segment. Adjusted net income for the fourth quarter also improved 17 percent compared to that for the same period in the prior year. The adjusted pre-tax margin of 2.9 percent increased 30 basis points from the fourth quarter of 2001.

    Results for the years ended December 31, 2002 and 2001 are as follows:


                         Full Year    Full Year    Full Year        Full Year
                            2002         2001         2002             2001
                            GAAP(1)      GAAP(1)   Adjusted(2)     Adjusted(3)

    Earnings per
     diluted share         $ .85          $.70        $1.20           $1.01
    Net income
     (in thousands)     $142,755      $117,171     $200,955        $169,417
    Pre-tax margin           1.9%          1.8%         2.6%            2.3%

    (See "Footnote Definitions" section of this press release.)
Adjusted earnings per diluted share for the year ended December 31, 2002 of $1.20 increased 19 percent compared to $1.01 for the year ended December 31, 2001. Net income on an adjusted basis also improved 19 percent for the full year 2002 versus the full year 2001.

In July 2002, the company announced a $100 million share repurchase program. As of February 2, 2003, 6.6 million shares had been repurchased for an aggregate purchase price of $76.0 million, or $11.53 per share.

"Humana has targeted specific opportunities within the Commercial segment, and the early impact of those initiatives is demonstrated by significant progress in our financial results for that segment during 2002," said Michael B. McCallister, Humana's chief executive officer. "Our strategy of providing solutions for employers is proving effective, and we believe we can further improve our Commercial business in 2003 while maintaining strong results in our Government segment."

Unusual Items

During the fourth quarter of 2002, the company recorded the following items that were not reflective of the run-rate operations of the company. These adjustments initially were described in the company's press release, dated December 5, 2002. 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.


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

    (in thousands,
     except per share
     amounts)

    Severance and related   Restructuring
     employee benefits      charge         $(32,105)  $(19,616)     $( .12)

    Building, equipment
     and lease              Restructuring
     discontinuance         charge          $(3,772)   $(2,305)     $( .01)

    Reserves for            Selling,
     liabilities related    general and
     to previous            administrative
     acquisitions           ("SG&A")       $(30,140)  $(18,416)     $( .11)

    Impairment in the
     fair value of
     certain private
     debt and equity        Investment
     investments            income         $(19,571)  $(17,863)     $( .11)

    Total unusual items                    $(85,588)  $(58,200)     $( .35)

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

Segment Results

Pre-tax results for the company's business segments for the fourth quarters and years ended December 31, 2002 and 2001 were as follows:

    Pre-tax income (loss)     4Q02          4Q01          4Q02         4Q01
                              GAAP(1)       GAAP(1)   Adjusted(2)  Adjusted(3)

    (in thousands)
    Commercial segment     $(60,702)     $(10,756)    $  8,199      $ (2,748)
    Government segment     $ 58,195      $ 65,612     $ 74,882      $ 71,553
    Consolidated           $ (2,507)     $ 54,856     $ 83,081      $ 68,805


    Pre-tax income (loss)  Full Year    Full Year   Full Year      Full Year
                            2002         2001         2002            2001
                            GAAP(1)      GAAP(1)   Adjusted(2)     Adjusted(3)

    (in thousands)
    Commercial segment    $(15,174)     $ (2,013)    $ 53,727      $ 31,422
    Government segment    $225,108      $185,093     $241,795      $206,723
    Consolidated          $209,934      $183,080     $295,522      $238,145

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

Consolidated revenues and membership for the fourth quarters and the years ended December 31, 2002 and 2001 were as follows:


    Consolidated            2002         2001          2002           2001
                            GAAP(1)      GAAP(1)  Adjusted(2)    Adjusted(3)

    (in thousands)
    Fourth quarter -
     total revenues    $2,855,032     $2,622,716    $2,874,603    $2,622,716

    Full year -
     total revenues  $ 11,261,181   $ 10,194,886  $ 11,280,752  $ 10,194,886

    Ending medical
     membership           6,647.1        6,435.8       6,647.1       6,435.8

    (See "Footnote Definitions" section of this press release.)
Commercial segment premiums and administrative services fees and membership for the fourth quarters and the years ended December 31, 2002 and 2001 were as follows:


    Commercial Segment                               Full Year    Full Year
                            4Q02          4Q01         2002        2001
                            GAAP(1)       GAAP(1)      GAAP(1)    GAAP(1)

    (in thousands)
    Premiums            $1,508,550    $1,336,704   $5,836,328    $5,246,602
    Administrative
     services fees      $   25,913    $   21,695   $  103,203    $   84,204
    Total premiums and
     administrative
     services fees      $1,534,463    $1,358,399   $5,939,531    $5,330,806
    Ending medical
     membership            2,992.5       2,893.8      2,992.5       2,893.8

    (See "Footnote Definitions" section of this press release.)
Commercial segment medical membership grew by 3.4 percent from December 31, 2001 to December 31, 2002. Commercial premium yields were within the 12 to 14 percent range for 2002. These factors contributed to a year-over-year increase in total premiums and administrative services fees for the Commercial segment of 13 percent for the fourth quarter 2002 and 11 percent for the year ended December 31, 2002.

Government segment premiums and administrative services fees and membership for the fourth quarters and the years ended December 31, 2002 and 2001 were as follows:


    Government Segment                               Full Year     Full Year
                            4Q02          4Q01         2002          2001
                            GAAP(1)       GAAP(1)      GAAP(1)      GAAP(1)

    (in thousands)
    Premiums             $1,283,960    $1,207,682    $5,094,069   $4,692,359
    Administrative
     services fees       $   28,583    $   27,622    $  141,193   $   52,886
    Total premiums
     and administrative
     services fees       $1,312,543    $1,235,304    $5,235,262   $4,745,245
    Ending medical
     membership             3,654.6       3,542.0       3,654.6      3,542.0

    (See "Footnote Definitions" section of this press release.)
Government segment premiums and administrative services fees increased year-over-year by 6 percent in the fourth quarter of 2002 and 10 percent during the year ended December 31, 2002.

Medicare+Choice membership totaled 344,100 at December 31, 2002, a decline of 4,900 members sequentially during the quarter and 49,800 for the year. Medicare+Choice premium yields for 2002 were within the 5 to 7 percent range.

TRICARE's insured membership totaled 1,755,800 at December 31, 2002, essentially flat sequentially and 2 percent higher than the December 31, 2001 level. TRICARE ASO membership was 1,048,700 at the end of the fourth quarter of 2002, up approximately 1 percent sequentially and a growth of 11 percent for the year. TRICARE premium revenues and administrative services fees increased year-over-year by 26 percent during the fourth quarter of 2002 and 54 percent for the full year. These increases in TRICARE revenues primarily are attributable to Congressionally legislated benefit changes, an increase in eligible beneficiaries, a decrease in the use of military treatment facilities, and for the full year, the acquisition of the Regions 2 and 5 business on May 31, 2001.

Medicaid membership of 506,000 at December 31, 2002 grew by approximately 3 percent from December 31, 2001. Approximately 86 percent of the company's Medicaid membership is in Puerto Rico, where reimbursement rates are contractually specified.

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 years ended December 31, 2002 and 2001 were as follows:

                                                   Full Year     Full Year
                           4Q02        4Q01          2002           2001

    Medical expense
     ratio - GAAP(1)       83.3%       82.9%         83.6%         83.3%
    SG&A expense
     ratio - GAAP(1)       16.2%       15.9%         15.6%         15.3%
    SG&A expense
     ratio - Adjusted(2)   15.1%       15.9%         15.3%         15.3%

    (See "Footnote Definitions" section of this press release.)
Medical cost trends for the Commercial fully-insured business for 2002 were in the expected 11 to 13 percent range. Medicare+Choice medical cost trends for 2002 were also in the expected 4 to 6 percent range.

Cash flows from operations

Cash flows from operations for the fourth quarters and the years ended December 31, 2002 and 2001 were as follows:


    (in thousands)                                 Full Year     Full Year
                           4Q02        4Q01          2002           2001

    GAAP(1)            $422,710     $ 89,120       $321,408       $148,958
    Normalized(4)      $216,955     $100,169       $332,281       $165,773

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

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

    For the Full Year 2003:                             Projected

    Earnings per diluted share - GAAP(1)             $1.23 - $1.28
    Earnings per diluted share - Adjusted(5)         $1.35 - $1.40
    Organic growth - Commercial
     segment medical membership
     (fully insured and ASO combined)                    4 - 5%
    Commercial premium yields                           13 - 15%
    Commercial medical cost trends                      12 - 14%
    SG&A expense ratio - Adjusted(5)          Improve by approximately 80
                                              basis points year over year
    Normalized cash flows
     from operations(4)                       $325 million to $350 million
    Effective tax rate                                     36%

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

    Footnote Definitions
    1 - Generally Accepted Accounting Principles ("GAAP")
    2 - Adjusted results for 2002 exclude from GAAP results the impact of
        unusual items recorded during that year.  These items were recorded in
        the fourth quarter of 2002.  The statistics pages at the end of this
        press release provide a reconciliation of GAAP to adjusted results.
        The detail of the adjustments also is described in the "Unusual Items"
        section of this press release.
    3 - Adjusted results for 2001 exclude from previously reported GAAP
        results amortization expense for goodwill to facilitate comparability.
        GAAP required all companies to cease amortizing goodwill effective
        January 1, 2002.  The statistics pages at the end of this press
        release provide a reconciliation of GAAP to adjusted results.
    4 - 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.
    5 - Adjusted results for the full year 2003 exclude from GAAP results the
        expected impact of non-run-rate items to be recorded during that year.
        As discussed in the company's press release issued December 5, 2002,
        the anticipated adjustments relate to the disposition of one customer
        service center, related equipment and other assets.
Conference Call

Humana will host a conference call, as well as a virtual slide presentation, at 9:30 a.m. EST 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 this 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, 2001,
    - Form 10-Qs for the quarters ended March 31, 2002, June 30, 2002, and
      September 30, 2002, and
    - Form S-3 (No. 333-100419) filed October 8, 2002.
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 on-line:

    - Copies of annual reports to stockholders;
    - Securities and Exchange Commission filings including Form 10-Ks, Form
      10-Qs, proxy statements, Form 4s, Form S-3s, and Form 8-Ks;
    - Copy of most recent investor presentation;
    - Copies of quarterly earnings press releases;
    - Audio archive of the most recent earnings release conference call;
    - Calendar of events (includes upcoming earnings conference call dates,
      related conference call access number, and planned participation in
      investor conferences).


    Humana Inc.
    In thousands

                                        December 31,      Difference  Percent
    Ending Medical Membership         2002         2001                Change

    Commercial:
     Fully insured                 2,340.3      2,301.3       39.0      1.7
     ASO                             652.2        592.5       59.7     10.1
    Total Commercial               2,992.5      2,893.8       98.7      3.4

    Government:
     Medicare+Choice                 344.1        393.9      (49.8)   (12.6)
     Medicaid                        506.0        490.8       15.2      3.1
     TRICARE                       1,755.8      1,714.6       41.2      2.4
     TRICARE ASO                   1,048.7        942.7      106.0     11.2
    Total Government               3,654.6      3,542.0      112.6      3.2
     Total ending
      medical membership           6,647.1      6,435.8      211.3      3.3



                                        December 31,     Difference   Percent
    Ending Specialty Membership       2002         2001                Change

    Commercial:
     Dental-fully insured            918.9        908.5       10.4      1.1
     Dental-ASO                      313.2        343.0      (29.8)    (8.7)
      Total Dental                 1,232.1      1,251.5      (19.4)    (1.6)
     Group life                      523.3        546.1      (22.8)    (4.2)
     Short-term disability            22.1         25.2       (3.1)   (12.3)
     Total ending
      specialty membership         1,777.5      1,822.8      (45.3)    (2.5)


                                  Three months ended       Twelve months ended
                                      December 31,             December 31,
    Premiums                        2002       2001          2002        2001

    Commercial:
     Fully insured medical    $1,422,602  $1,258,530   $5,499,033  $4,941,888
     Specialty                    85,948      78,174      337,295     304,714
    Total Commercial           1,508,550   1,336,704    5,836,328   5,246,602

    Government:
     Medicare+Choice             647,666     718,987    2,629,597   2,909,478
     Medicaid                    119,609      83,431      462,998     441,324
     TRICARE                     516,685     405,264    2,001,474   1,341,557
    Total Government           1,283,960   1,207,682    5,094,069   4,692,359
    Total premiums            $2,792,510  $2,544,386  $10,930,397  $9,938,961


                                    Three months ended    Twelve months ended
                                       December 31,            December 31,
    Administrative services fees    2002        2001        2002    2001

    Commercial                   $25,913     $21,695     $103,203     $84,204
    Government                    28,583      27,622      141,193      52,886
    Total Administrative
     services fees               $54,496     $49,317     $244,396    $137,090


    Humana Inc.
    Dollars in thousands, except per share results

                                              Three months ended

                                        Restructuring
                                          and Other      Adjusted
                                 Dec. 31,  Unusual        Dec. 31,    Dec. 31,
                                    2002    Items           2002        2001
    Consolidated Statements of
     Operations

    Revenues:
     Premiums                 $2,792,510   $     -     $2,792,510  $2,544,386
     Administrative
      services fees               54,496         -         54,496      49,317
     Investment income             6,138    19,571         25,709      25,676
     Other income                  1,888         -          1,888       3,337
      Total revenues           2,855,032    19,571      2,874,603   2,622,716
    Operating expenses:
     Medical                   2,326,448         -      2,326,448   2,108,187
     Selling, general and
      administrative             460,676   (30,140)       430,536     412,469
     Depreciation                 26,243         -         26,243      24,302
     Goodwill amortization             -         -              -      13,949
     Other intangible
      amortization                 3,931         -          3,931       4,119
     Restructuring charge         35,877   (35,877)             -           -
      Total operating expenses 2,853,175   (66,017)     2,787,158   2,563,026
    Income from operations         1,857    85,588         87,445      59,690
     Interest expense              4,364         -          4,364       4,834
    (Loss) income before income
     taxes                        (2,507)   85,588         83,081      54,856
     (Benefit) provision for
      income taxes                  (802)   27,388         26,586      19,748
    Net (loss) income            $(1,705)  $58,200        $56,495     $35,108
     Add back:  Goodwill
      amortization expense, net
      of tax                           -         -              -      13,173
    Adjusted net (loss) income   $(1,705)  $58,200        $56,495     $48,281


    Basic (loss) earnings per
     common share                 $(0.01)    $0.36          $0.35       $0.21
     Add back:  Goodwill
      amortization expense, net
      of tax                           -         -              -        0.08
    Adjusted basic (loss)
     earnings per common share    $(0.01)    $0.36          $0.35       $0.29

    Diluted (loss) earnings per
     common share                 $(0.01)    $0.35          $0.34       $0.21
     Add back:  Goodwill
      amortization expense, net
      of tax                           -         -              -        0.08
    Adjusted diluted (loss)
     earnings per common share    $(0.01)    $0.35          $0.34       $0.29

    Shares used in basic (loss)
     earnings per common share
     computation (000)           160,943   160,943        160,943     164,020
    Shares used in diluted (loss)
     earnings per common share
     computation (000)           160,943   164,804        164,804     167,396

    Pretax Results by Segment

    Commercial, as reported     $(60,702)  $68,901         $8,199    $(10,756)
     Add back:  Goodwill
      amortization expense             -         -              -       8,008
    Commercial, as adjusted     $(60,702)  $68,901         $8,199     $(2,748)


    Government, as reported     $58,195    $16,687        $74,882     $65,612
     Add back:  Goodwill
      amortization expense            -          -              -       5,941
    Government, as adjusted     $58,195    $16,687        $74,882     $71,553

    Key Ratios

    Medical expense ratio
     Commercial                    83.7%         -           83.7%       84.2%
     Government                    82.8%         -           82.8%       81.4%
      Total                        83.3%         -           83.3%       82.9%

    Selling, general, and
     administrative expense ratio
     Commercial                    19.1%     -1.8%           17.3%       17.4%
     Government                    12.8%     -0.2%           12.6%       14.2%
      Total                        16.2%     -1.1%           15.1%       15.9%

    EBITDA  *
    Commercial                 $(38,390)  $68,901         $30,511     $16,743
    Government                   70,421    16,687          87,108      85,317
     Total EBITDA               $32,031   $85,588        $117,619    $102,060

    *EBITDA is defined as earnings (including investment and other income)
     before interest expense, income taxes, depreciation and amortization.


    Humana Inc.
    Dollars in thousands, except per share results

                                            Twelve months ended

                                         Restructuring
                                            and Other   Adjusted
                                 Dec. 31,    Unusual     Dec. 31,    Dec. 31,
                                    2002      Items         2002        2001

    Consolidated Statements of
     Operations

    Revenues:
     Premiums                   $10,930,397  $     -  $10,930,397  $9,938,961
     Administrative services
      fees                          244,396        -      244,396     137,090
     Investment income               78,833   19,571       98,404     112,676
     Other income                     7,555        -        7,555       6,159
      Total revenues             11,261,181   19,571   11,280,752  10,194,886
    Operating expenses:
     Medical                      9,138,196        -    9,138,196   8,279,844
     Selling, general and
      administrative              1,739,192  (30,140)   1,709,052   1,545,129
     Depreciation                   105,006        -      105,006      92,929
     Goodwill amortization                -        -            -      55,065
     Other intangible
      amortization                   15,724        -       15,724      13,537
     Restructuring charge            35,877  (35,877)           -           -
      Total operating expenses   11,033,995  (66,017)  10,967,978   9,986,504
    Income from operations          227,186   85,588      312,774     208,382
     Interest expense                17,252        -       17,252      25,302
    Income before income taxes      209,934   85,588      295,522     183,080
     Provision for income taxes      67,179   27,388       94,567      65,909
    Net income                     $142,755  $58,200     $200,955    $117,171
     Add back:  Goodwill
      amortization expense, net
      of tax                              -        -            -      52,246
    Adjusted net income            $142,755  $58,200     $200,955    $169,417


    Basic earnings per common
     share                            $0.87    $0.36        $1.23       $0.71
     Add back:  Goodwill
      amortization expense, net
      of tax                              -        -            -        0.32
    Adjusted basic earnings per
     common share                     $0.87    $0.36        $1.23       $1.03

    Diluted earnings per common share $0.85    $0.35        $1.20       $0.70
     Add back:  Goodwill
      amortization expense, net
      of tax                              -        -            -        0.31
    Adjusted diluted earnings
     per common share                 $0.85    $0.35        $1.20       $1.01

    Shares used in basic
     earnings per common share
     computation (000)              163,489  163,489      163,489     164,071
    Shares used in diluted
     earnings per common share
     computation (000)              167,801  167,801      167,801     167,308

    Pretax Results by Segment

    Commercial, as reported        $(15,174) $68,901      $53,727     $(2,013)
     Add back:  Goodwill
      amortization expense                -        -            -      33,435
    Commercial, as adjusted        $(15,174) $68,901      $53,727     $31,422


    Government, as reported        $225,108  $16,687     $241,795    $185,093
     Add back:  Goodwill
      amortization expense                -        -            -      21,630
    Government, as adjusted        $225,108  $16,687     $241,795    $206,723

    Key Ratios

    Medical expense ratio
     Commercial                       83.5%        -        83.5%       83.1%
     Government                       83.8%        -        83.8%       83.6%
      Total                           83.6%        -        83.6%       83.3%

    Selling, general, and
     administrative expense
     ratio
     Commercial                       17.5%    -0.4%        17.1%       17.6%
     Government                       13.3%        -        13.3%       12.8%
      Total                           15.6%    -0.3%        15.3%       15.3%

    EBITDA  *
    Commercial                      $69,470  $68,901     $138,371    $111,626
    Government                      278,446   16,687      295,133     258,287
     Total EBITDA                  $347,916  $85,588     $433,504    $369,913

    *EBITDA is defined as earnings (including investment and other income)
     before interest expense, income taxes, depreciation and amortization.


    Humana Inc.
    Dollars in thousands, except per share results

                                       December 31, September 30, December 31,
    Consolidated Balance Sheets               2002        2002        2001
    Assets
    Current assets:
     Cash and cash equivalents             $721,357    $375,736    $651,420
     Investment securities                1,405,833   1,420,524   1,389,596
     Receivables, net:
      Premiums                              411,829     489,518     299,601
      Administrative services fees           68,316      67,762      26,667
     Other                                  244,354     230,963     255,654
      Total current assets                2,851,689   2,584,503   2,622,938

    Property and equipment, net             459,842     462,453     461,761

    Other assets:
     Long-term investment securities        283,954     317,346     280,320
     Goodwill                               776,874     776,874     776,874
     Other                                  197,964     238,154     261,745
      Total other assets                  1,258,792   1,332,374   1,318,939
     Total assets                        $4,570,323  $4,379,330  $4,403,638
    Liabilities and Stockholders' Equity
    Current liabilities:
     Medical and other expenses payable  $1,142,131  $1,164,431  $1,086,386
     Trade accounts payable and accrued
      expenses                              532,637     475,885     479,996
     Book overdraft                          94,882     104,402     152,757
     Unearned premium revenues              335,757      89,977     325,040
     Short-term debt                        265,000     265,000     263,000
      Total current liabilities           2,370,407   2,099,695   2,307,179
     Long-term debt                         339,913     334,061     315,489
     Professional liability risks           209,302     247,690     241,431
     Other long-term liabilities             44,227      30,440      31,590
      Total liabilities                   2,963,849   2,711,886   2,895,689
    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;
      171,334,893, 171,303,567, and
       170,692,520 issued at December
       31, 2002,
      September 30, 2002, and December
       31, 2001, respectively                28,556      28,551      28,449
     Capital in excess of par value         931,089     930,942     922,439
     Retained earnings                      720,878     722,583     578,122
     Accumulated other comprehensive
      income                                 22,454      35,819      11,670
     Unearned restricted stock
      compensation                           (6,516)     (9,059)    (17,882)
     Treasury stock, at cost, 8,362,537,
      4,028,137, and 1,880,619 shares at
      December 31, 2002, September 30,
       2002, and December 31, 2001,
       respectively                         (89,987)    (41,392)    (14,849)
      Total stockholders' equity          1,606,474   1,667,444   1,507,949
     Total liabilities and stockholders'
      equity                             $4,570,323  $4,379,330  $4,403,638


    Debt to total capitalization ratio        27.4%       26.4%       27.8%


    Humana Inc.
    Dollars in thousands

                                    Three months ended     Twelve months ended
                                         December 31,         December 31,
                                       2002      2001       2002        2001
    Consolidated Statements of
     Cash Flows

    Cash flows from operating activities
     Net (loss) income              $(1,705)  $35,108    $142,755    $117,171
     Adjustments to reconcile net
      (loss) income to net
      cash provided by operating
       activities:
      Non-cash restructuring charge   2,448         -       2,448           -
      Depreciation and
       amortization                  30,174    42,370     120,730     161,531
      Provision for deferred
       income taxes                  15,340    15,816      49,561      56,104
      Payment for government audit
       settlement                         -         -           -      (8,000)
      Changes in operating assets
       and liabilities excluding
       effects of acquisitions
       and divestitures:
           Receivables               77,135   (35,443)   (153,877)    (21,192)
           Other assets              (2,732)   (3,260)     (2,464)     10,579
           Medical and other
            expenses payable        (22,300)  (23,632)     55,745    (179,539)
           Other liabilities         56,401    17,220      61,143      27,456
           Unearned premium
            revenues                245,780    42,094      10,717     (13,397)
      Other                          22,169    (1,153)     34,650      (1,755)
      Net cash provided by
       operating activities         422,710    89,120     321,408     148,958
      Timing of Medicare+Choice
       premium payment from CMS    (205,755)   11,049      10,873      16,815
      Normalized net cash provided
       by operating activities      216,955   100,169     332,281     165,773

    Cash flows from investing activities
      Acquisitions, net of cash
       and cash equivalents
       acquired                           -     3,341           -     (29,359)
      Divestitures, net of cash
       and cash equivalents
       disposed                           -       420           -       1,470
      Purchases of property and
       equipment                    (27,815)  (32,798)   (110,287)   (114,971)
      Purchases of marketable
       securities                  (929,275) (514,806) (2,569,078) (1,874,482)
      Proceeds from maturities of
       marketable securities        219,736   204,871     492,935     626,369
      Proceeds from sales of
       marketable securities        719,149   307,646   2,058,273   1,272,166
      Net cash used in investing
       activities                   (18,205)  (31,326)   (128,157)   (118,807)

    Cash flows from financing activities
      Revolving credit agreement
       (repayments) borrowings            -  (270,000)          -    (520,000)
      Net commercial paper conduit
       borrowings                         -   263,000       2,000     263,000
      Net commercial paper repayments     -         -           -     (79,952)
      Proceeds from issuance of
       senior notes                       -         -           -     299,277
      Proceeds from other
       borrowings                         -         -           -       5,700
      Debt issue costs                 (990)   (3,876)     (1,549)     (7,116)
      Change in book overdraft       (9,520)   11,823     (57,875)      4,194
      Common stock repurchases      (48,595)        -     (74,034)     (1,867)
      Other                             221       846       8,144         471
      Net cash (used in) provided
       by financing activities      (58,884)    1,793    (123,314)    (36,293)

      Increase (decrease) in cash
       and cash equivalents         345,621    59,587      69,937      (6,142)
      Cash and cash equivalents at
       beginning of period          375,736   591,833     651,420     657,562
      Cash and cash equivalents at
       end of period               $721,357  $651,420    $721,357    $651,420


    Humana Inc.
    Percentage of Ending Membership Under Capitation Arrangements


                                                      Commercial Segment
                                                Fully                   Total
                                               Insured       ASO       Segment
    December 31, 2002
    Capitated HMO
         hospital system based  A                6.3%           -        4.9%
    Capitated HMO
         physician group based  A                3.2%           -        2.5%
    Risk-sharing  B                              2.9%           -        2.3%
    All other membership                        87.6%      100.0%       90.3%
         Total                                 100.0%      100.0%      100.0%

    December 31, 2001
    Capitated HMO
         hospital system based  A                7.0%           -        5.6%
    Capitated HMO
         physician group based  A                4.1%           -        3.3%
    Risk-sharing  B                              3.9%           -        3.1%
    All other membership                        85.0%      100.0%       88.0%
         Total                                 100.0%      100.0%      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 directly with
       hospitals and 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.
    Percentage of Ending Membership Under Capitation Arrangements

                                         Government Segment
                                                                       Consol.
                          Medicare+                   TRICARE  Total   Total
                           Choice   Medicaid  TRICARE   ASO   Segment  Medical
    December 31, 2002
    Capitated HMO
       hospital system
       based   A             13.7%     2.4%       -        -     1.6%     3.1%
    Capitated HMO
       physician group
       based   A              3.1%    57.9%       -        -     8.3%     5.7%
    Risk-sharing  B          46.6%    32.4%       -        -     8.9%     5.9%
    All other membership     36.6%     7.3%  100.0%   100.0%    81.2%    85.3%
       Total                100.0%   100.0%  100.0%   100.0%   100.0%   100.0%

    December 31, 2001
    Capitated HMO
       hospital system
       based   A             14.9%     2.1%       -        -     2.0%     3.6%
    Capitated HMO
       physician group
       based   A              3.5%    18.2%       -        -     2.9%     3.1%
    Risk-sharing  B          44.5%    37.1%       -        -    10.1%     6.9%
    All other membership     37.1%    42.6%  100.0%   100.0%    85.0%    86.4%
       Total                100.0%   100.0%  100.0%   100.0%   100.0%   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 directly with
       hospitals and 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.
    Dollars in thousands

    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:

                                        2002          2001          2000
        Balances at January 1        $1,086,386    $1,181,027    $1,432,226
        Acquisitions and
         divestitures, net                    -        85,052 A       5,213 A

        Incurred related to:
           Current year               9,125,915     8,303,256     8,790,478
           Prior years                   12,281 B     (23,412)C      (8,480)D
        Total incurred                9,138,196     8,279,844     8,781,998

        Paid related to:
           Current year              (8,002,610)   (7,291,541)   (7,634,338)
           Prior years               (1,079,841)   (1,167,996)   (1,404,072)
        Total paid                   (9,082,451)   (8,459,537)   (9,038,410)

        Balances at December 31      $1,142,131    $1,086,386    $1,181,027

      A  Includes reserves acquired in connection with the acquisition of
         TRICARE Regions 2 and 5 during the second quarter of 2001. Included
         in 2000 are the dispositions of our workers compensation and Medicare
         supplement businesses and the acquisition of Memorial Sisters of
         Charity Health Network, Inc.

      B  Changes in estimates of incurred claims for prior years recognized
         during 2002 consisted of a $25.7 million increase in TRICARE medical
         claim expense estimates as a result of expanded Congressionally
         legislated benefits, an increase in eligible beneficiaries and a
         decrease in the use of military treatment facilities. These same
         items resulted in additional revenues recorded during 2002 through
         the change order and bid price adjustment process with the Department
         of Defense. Other than this $25.7 million, medical claim liabilities
         developed favorably by $13.4 million for our medical and other lines
         of business (primarily in our commercial products).

      C  Changes in estimates of incurred claims for prior years recognized
         during 2001 were primarily attributable to favorable development in
         our TRICARE operations, including lower than anticipated utilization
         of medical services for the latter half of 2000.

      D  Changes in estimates of incurred claims for prior years recognized
         during 2000 were primarily attributable to favorable development in
         our TRICARE operations, including lower than anticipated utilization
         of medical services for the latter half of 1999.


    Humana Inc.
    Dollars in thousands

    Medical Claim Reserves - Details and Statistics

    Medical and Other Expenses Payable Detail:
                                                     December 31,
                                               2002        2001        2000
    A  IBNR and other medical expenses
        payable                             $650,606    $615,834    $685,967
    B  TRICARE IBNR                          212,826     186,740     126,100
    C  TRICARE other medical expenses
        payable                               37,793      30,089         446
    D  Unprocessed claim inventories          92,300     125,400     257,400
    E  Processed claim inventories           105,422     102,622      81,361
    F  Payable to pharmacy benefit
        administrator                         43,184      25,701      29,753
             Total medical and other
              expenses payable            $1,142,131  $1,086,386  $1,181,027

    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 higher membership levels
       and, to a lesser extent, medical claim trends.

    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
       shortened over the last two years, as follows:



                                           Average # of Days from Incurred
                                               Date to Receipt Date (1)
                                             2002    2001   Change  % Change

            1st Quarter Average              19.0    20.8    (1.8)    -8.7%
            2nd Quarter Average              18.1    20.0    (1.9)    -9.5%
            3rd Quarter Average              17.3    20.0    (2.7)   -13.5%
            4th Quarter Average              16.9    19.1    (2.2)   -11.5%
            Full Year Average                17.8    20.0    (2.2)   -11.0%

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

    12/31/2000                $257,400     1,157,900     11.0
    03/31/2001                $213,800       870,200      8.3
    06/30/2001                $172,000       714,600      6.8
    09/30/2001                $154,800       664,800      6.4
    12/31/2001                $125,400       518,100      5.0
    03/31/2002                $121,000       559,600      5.2
    06/30/2002                $110,300       513,100      4.8
    09/30/2002                $108,800       496,200      4.8
    12/31/2002                 $92,300       424,200      4.1
The reduction of unprocessed claim inventories was a direct result of our focused effort to drive service and operational efficiencies through the increased use of technology and other process improvement.

Days in Claim 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 summarized this metric excluding capitation expenses as well.

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

    12/31/2000          51.3                         61.5
    03/31/2001          49.5                         59.6
    06/30/2001          49.9                         60.0
    09/30/2001          49.1                         59.2
    12/31/2001          47.4      (3.9)    -7.6%     57.1     (4.4)    -7.2%
    03/31/2002          47.2      (2.3)    -4.6%     56.2     (3.4)    -5.7%
    06/30/2002          46.8      (3.1)    -6.2%     55.3     (4.7)    -7.8%
    09/30/2002          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%

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


                                                      2002               2001
    4th quarter-prior year                            47.4               51.3
       Impact of shortening claim
        receipt cycle time                            (2.6)              (2.0)
       Impact of reducing unprocessed
        claim inventories                             (1.3)              (5.8)
       Impact of changing TRICARE
        balances                                       0.3                1.3
       Impact of change in pharmacy
        payment cutoff                                 0.7               (0.2)
       All other                                       0.7                2.8
    4th quarter-current year                          45.2               47.4
SOURCE Humana Inc.

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