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Humana Reports Third Quarter Financial Results, Provides 2010 Financial Guidance

Mon. November 02, 2009; Posted: 06:00 AM
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LOUISVILLE, Ky., Nov 02, 2009 (BUSINESS WIRE) -- HUM | Quote | Chart | News | PowerRating -- --2009 YTD cash flows from operations of over $1.1 billion

--Medicare operations continue to perform well

--TRICARE contract protest upheld by GAO

--Commercial results continue to be impacted by general economy

Humana Inc. (NYSE: HUM | Quote | Chart | News | PowerRating) today reported diluted earnings per common share (EPS) for the quarter ended September 30, 2009 (3Q09) of $1.78, consistent with management's guidance of $1.75 to $1.80. The company earned $1.09 per share for the quarter ended September 30, 2008 (3Q08) which reflected $0.40 per share in realized losses primarily associated with other-than-temporary impairments in investments and sales of distressed financial institution securities. The 3Q08 results also included high stand-alone Prescription Drug Plan (PDP) claim expenses.

For the nine months ended September 30, 2009 (YTD09) the company reported $4.67 in EPS compared to $2.79 in EPS for the nine months ended September 30, 2008 (YTD08). The YTD08 results reflected both high stand-alone PDP claim expenses and lower investment income primarily due to significant realized losses on investments.

"Our results this quarter reflect continued solid performance in our Government businesses, offsetting continuing challenges in our Commercial Segment," said Michael B. McCallister, president and chief executive officer of Humana. "We continue to anticipate consolidated results in line with our previous expectations and thus are reaffirming our 2009 EPS guidance."

The company anticipates EPS of approximately $6.15 for the year ending December 31, 2009 (FY09). Looking ahead to the year ending December 31, 2010 (FY10), the company projects EPS to be in the range of $5.05 to $5.25. The 2010 estimate includes military services EPS between breakeven and $0.10 per share (including the impact of asset write-downs and other charges) and excludes any potential impact from pending health legislation or regulatory reform.

"Looking to 2010, we're forecasting substantial net-new Medicare Advantage member growth, attributable to both large-group and individual customers," McCallister said. "In addition, as we've said in the past, we target an overall Medicare pretax operating margin of approximately 5 percent, which next year will include a significant increase in group membership, a traditionally lower margin business, a moderating margin for our stand-alone PDPs, and an individual Medicare margin that approximates the overall target. We also anticipate stabilizing our Commercial operating results with administrative cost reductions and continuation of pricing actions."

TRICARE Update

As previously disclosed, on July 22, 2009, Humana Military Healthcare Services (HMHS), a wholly owned subsidiary of the company, filed a protest with the Government Accountability Office (GAO) in connection with the award of the third generation TRICARE program contract for the South Region to another contractor. In its protest, Humana cited discrepancies between the award criteria and procedures prescribed in the request for proposals issued by the Department of Defense (DoD) and those that appear to have been used by the DoD in making its contractor selection. On October 28, 2009, the company learned that the GAO had upheld HMHS' protest. Humana anticipates the GAO will publicly release a detailed version of its protest decision expeditiously to include the grounds for the decision and the nature of relief recommended by the GAO to the DoD. At this time, Humana is not able to determine what actions the DoD will take in response to recommendations by the GAO, nor can it determine whether or not the protest decision by the GAO will have any effect upon the ultimate disposition of the contract award, and therefore whether or not the protest decision is material.

Consolidated Highlights

Revenues -- 3Q09 consolidated revenues rose 8 percent to $7.72 billion from $7.15 billion in 3Q08, with total premium and administrative services fees up 7 percent compared to the prior year's quarter. The increase in premiums and administrative services fees primarily reflects an increase in both average Medicare Advantage membership and per-member premiums for these products.

Consolidated revenues for YTD09 rose 9 percent to $23.33 billion from $21.46 billion for YTD08 with total premiums and administrative services fees up 8 percent compared to the prior year's period, also driven primarily by the increases in average Medicare Advantage enrollment and per-member premiums.

Benefit expenses -- The 3Q09 consolidated benefit ratio (benefit expenses as a percent of premium revenues) of 82.1 percent decreased from 83.1 percent for the prior year's quarter, as expected. This 100 basis point decrease was primarily driven by a decrease of 220 basis points in the Government Segment, partially offset by a 250 basis point increase in the Commercial Segment benefit ratio.

The consolidated benefit ratio for YTD09 of 83.1 percent was 180 basis points lower than the YTD08 consolidated benefit ratio of 84.9 percent, reflecting a 250 basis point decrease in the Government Segment's benefit ratio year over year while the Commercial Segment's benefit ratio was unchanged YTD09 compared to YTD08.

Selling, general, & administrative (SG&A) expenses -- The 3Q09 consolidated SG&A expense ratio (SG&A expenses as a percent of premiums, administrative services fees and other revenue) of 13.7 percent remained unchanged from 3Q08. The YTD09 consolidated SG&A expense ratio of 13.5 percent increased 10 basis points from the YTD08 ratio of 13.4 percent.

Government Segment Results

Pretax results:

-- Government segment pretax income of $474.5 million in 3Q09 compares to $271.7 million in 3Q08. This increase was primarily driven by lower PDP claim expenses, an 11 percent increase in average Medicare Advantage membership, the implementation of member premiums for most of the company's Medicare Advantage products, and higher investment income.

Enrollment:

-- Medicare Advantage membership grew to 1,514,800 at September 30, 2009, an increase of 146,800 members, or 11 percent, from September 30, 2008, and up 78,900, or 5 percent, versus December 31, 2008. As of September 30, 2009, approximately 62 percent of the company's Medicare Advantage members were in network-based products versus 49 percent at September 30, 2008 and 51 percent at December 31, 2008.

-- Membership in the company's stand-alone PDPs totaled 1,960,400 at September 30, 2009 compared to 3,089,000 at September 30, 2008 and 3,066,600 at December 31, 2008. Both the year-over-year and year-to-date membership declines resulted primarily from attrition associated with low-income seniors opting to join competitor plans with lower or no member premiums as well as stand-alone PDP members choosing Medicare Advantage plans. For 2009, the company realigned its stand-alone PDP premium and benefit designs to correspond with its prescription drug claims experience.

-- Military services membership at September 30, 2009 of 3,015,100 was up approximately 2 percent from 2,953,900 at September 30, 2008 and 2,964,700 at December 31, 2008.

Premiums and administrative services fees:

-- Medicare Advantage premiums of $4.14 billion in 3Q09 increased 18 percent compared to $3.50 billion in 3Q08, primarily the combined result of an 11 percent increase in average Medicare Advantage membership and the introduction of member premiums for most of the company's Medicare Advantage products.

-- Medicare stand-alone PDP premiums of $578.1 million in 3Q09 decreased 26 percent compared to $782.9 million in 3Q08, reflecting a 36 percent decline in average membership year over year primarily due to members choosing competitor offerings given the premium and benefit design changes discussed above.

-- Military services premiums and administrative services fees during 3Q09 increased $30.7 million, or 4 percent, to $818.8 million compared to $788.1 million in 3Q08.

Benefit Expenses:

-- The Government Segment benefit ratio decreased 220 basis points to 81.9 percent in 3Q09 compared to 84.1 percent in the prior year's quarter, primarily driven by a 340 basis point decline in the Medicare benefit ratio with decreases in both the Medicare Advantage and stand-alone PDP benefit ratios.

SG&A Expenses:

-- The Government Segment's SG&A expense ratio of 10.2% remained unchanged from 3Q08.

Commercial Segment Results

Pretax results:

-- The Commercial Segment had a pretax loss of $5.2 million in 3Q09 compared to pretax income of $11.2 million in 3Q08 primarily driven by higher benefit expenses as a percent of premiums and lower average medical membership, partially offset by higher investment income.

Enrollment:

-- Commercial Segment medical membership declined to 3,426,900 at September 30, 2009, a decrease of 127,100, or 4 percent, from 3,554,000 at September 30, 2008 and a decline of 193,900, or 5 percent, from 3,620,800 at December 31, 2008. The decline during 2009 primarily reflected the impact of the economic recession and increased unemployment across various of the company's fully-insured group medical lines of business as well as the loss of two large ASO accounts totaling approximately 95,400 members on January 1, 2009.

-- The company's individual product line has continued to grow steadily, with membership of 358,800, up 13 percent at September 30, 2009 compared to 316,800 at September 30, 2008 and up 10 percent from 325,100 at December 31, 2008.

-- Membership in Commercial Segment specialty products (a) of 7,262,900 at September 30, 2009 increased 8 percent from 6,727,400 at September 30, 2008 and 7 percent from 6,817,000 at December 31, 2008.

Premiums and administrative services fees:

-- Premiums and administrative services fees for the Commercial Segment decreased 1 percent to $1.87 billion in 3Q09 compared to $1.88 billion in the prior year's quarter, reflecting a 4 percent decline in average medical membership year over year.

-- Commercial Segment medical premiums for fully-insured group accounts increased approximately 5 percent on a per-member basis during 3Q09 compared to 3Q08.

Benefit Expenses:

-- In 3Q09, the Commercial Segment benefits ratio of 82.7 percent increased 250 basis points versus the 3Q08 benefit ratio of 80.2 percent, as an increase in per-member premiums was more than offset by higher utilization primarily associated with the general economy (aging of small group membership, higher utilization prior to termination, and increased COBRA participation) as well as the impact of the H1N1 virus.

SG&A Expenses:

-- The Commercial Segment SG&A expense ratio of 24.0 percent for 3Q09 compares to 23.0 percent in 3Q08, primarily driven by increases in certain of the segment's businesses that carry a higher administrative expense load such as mail-order pharmacy and individual medical products.

Balance Sheet

-- At September 30, 2009, the company had cash, cash equivalents, and investment securities of $8.67 billion, up 17 percent from $7.41 billion in such assets at June 30, 2009.

-- Debt-to-total capitalization at September 30, 2009 was 23.2 percent, down 180 basis points from 25.0 percent at June 30, 2009 due primarily to the favorable operating results during 3Q09.

Cash Flows from Operations

Cash flows provided by operations for 3Q09 of $940.1 million compared to cash flows provided by operations of $577.3 million in 3Q08 with the increase primarily due to higher net income as well as the positive impact of changes in working capital accounts.

Share Repurchase Program

In the third quarter of 2008, the company's Board of Directors authorized the repurchase of up to $250 million of the company's common shares exclusive of shares repurchased in connection with employee stock plans. Due to volatility in the financial markets, the company has not repurchased any shares under the third quarter 2008 authorization. The share repurchase program expires on December 31, 2009.

Footnote

(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.

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 at least 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 at least 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 includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in investor presentations, press releases, Securities and Exchange Commission (SEC) filings, and in oral statements made by or with the approval of one of our executive officers, the words or phrases like "expects," "anticipates," "believes," "intends," "likely will result," "estimates," "projects" or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, including, among other things, information set forth in the "Risk Factors" section of our SEC filings, a summary of which includes but is not limited to the following:

-- If Humana does not design and price its products properly and competitively, if the premiums Humana charges are insufficient to cover the cost of health care services delivered to its members, or if its estimates of benefits payable or future policy benefits payable based upon its estimates of future benefit claims are inadequate, Humana's profitability could be materially adversely affected. Humana estimates the costs of its benefit expense payments, and designs and prices its products accordingly, using actuarial methods and assumptions based upon, among other relevant factors, claim payment patterns, medical cost inflation, and historical developments such as claim inventory levels and claim receipt patterns. These estimates, however, involve extensive judgment, and have considerable inherent variability that is extremely sensitive to payment patterns and changes in medical cost trends.

-- If Humana fails to effectively implement its operational and strategic initiatives, including its Medicare initiatives, the company's business could be materially adversely affected.

-- If Humana fails to properly maintain the integrity of its data, to strategically implement new information systems, or to protect Humana's proprietary rights to its systems, the company's business could be materially adversely affected.

-- Humana is involved in various legal actions, which, if resolved unfavorably to Humana, could result in substantial monetary damages. Increased litigation and negative publicity could increase the company's cost of doing business.

-- Humana's business activities are subject to substantial government regulation. New laws or regulations, or changes in existing laws or regulations or their enforcement, could increase the company's cost of doing business and could materially affect its business, profitability and financial condition. In addition, as a government contractor, the comapny is exposed to additional risks that could adversely affect its business or its willingness to participate in government health care programs.

-- Any failure to manage administrative costs could hamper Humana's profitability.

-- Any failure by Humana to manage acquisitions and other significant transactions successfully could have a material adverse effect on its financial results, business and prospects.

-- If Humana fails to develop and maintain satisfactory relationships with the providers of care to its members, the company's business could be adversely affected.

-- Humana's mail order pharmacy business is highly competitive and subjects it to regulations in addition to those the company faces with its core health benefits businesses.

-- Humana's ability to obtain funds from its subsidiaries is restricted.

-- Downgrades in Humana's debt ratings, should they occur, may adversely affect its business, results of operations and financial condition.

-- Changes in economic conditions could adversely affect Humana's business and results of operations.

-- The securities and credit markets may experience volatility and disruption, which could adversely affect the company's business.

-- Given the current economic climate, Humana's stock and the stock of other companies in the insurance industry may be increasingly subject to stock price and trading volume volatility.

In making forward-looking statements, Humana is not undertaking to address or update them in future filings or communications regarding its business or results. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed herein may or may not occur. There also may be other risks that we are unable to predict at this time. Any of these risks and uncertainties may cause actual results to differ materially from the results discussed in the forward-looking statements.

Humana advises investors to read the following documents as filed by the company with the SEC for further discussion both of the risks it faces and its historical performance:

-- Form 10-K for the year ended December 31, 2008;

-- Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009;

-- Form 8-Ks filed during 2009.

About Humana

Humana Inc., headquartered in Louisville, Kentucky, is one of the nation's largest publicly traded health and supplemental benefits companies, with approximately 10.3 million medical members and approximately 7.3 million specialty-benefit 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 48-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 November 2, 2009
(in accordance with     For the year ending December 31, 2009       For the year ending December 31, 2010          Comments
Generally Accepted
Accounting
Principles (GAAP))
Diluted earnings per    Full year 2009: approximately $6.15         Full year 2010: $5.05 to $5.25                 EPS estimates for 2009 and 2010 exclude
common share (EPS)                                                                                                 impact of potential future share
                                                                                                                   repurchases
                                                                                                                   2010 estimate includes military services
                                                                                                                   EPS between breakeven and $0.10 per
                                                                                                                   share and excludes any potential impact
                                                                                                                   from pending health insurance
                                                                                                                   legislation or regulatory reform
Revenues                Consolidated revenues: approximately $31    Consolidated revenues: $32 billion to $34
                        billion                                     billion
                        Premiums and ASO fees:                      Premiums and ASO fees:
                        Medicare Advantage: $16.4 billion to        Medicare Advantage: $18 billion to $19
                        $16.5 billion                               billion
                        Medicare stand-alone PDPs:                  Medicare stand-alone PDPs:
                        approximately $2.4 billion                  $2.8 billion to $2.9 billion
                        Military services: $3.5 billion to $3.6     Military services: $2.9 billion to $3.0        2010 Military Services assumes a 10/01/10
                        billion;                                    billion;                                       transition date for TRICARE contract
                        Commercial Segment: approximately           Commercial Segment: $7.4 billion to $7.6
                        $7.5 billion                                billion
                        Consolidated investment income: $290        Consolidated investment income: $320
                        million to $300 million                     million to $335 million
                        Consolidated other revenue: approximately   Consolidated other revenue: $265 million to
                        $245 million                                $275 million
Ending medical          Medicare Advantage: up approximately        Medicare Advantage: up 180,000 to 240,000      Includes fully-insured group and individual
membership              65,000 from prior year                      from prior year                                Medicare Advantage members and
                                                                                                                   approximately 29,000 ASO group Medicare
                                                                                                                   Advantage Members in 2010.
                        Medicare stand-alone PDPs: down 1.15        Medicare stand-alone PDPs: up 150,000 to       2010 includes approximately 131,000 low-
                        million from prior year                     200,000 from prior year                        income members associated with a CMS
                                                                                                                   demonstration project.
                        Military services: no material change       Military services: down approximately 3        Fully-insured and ASO combined; assumes
                        from prior year                             million from prior year                        10/1/10 transition for TRICARE contract
                        Medicaid: down approximately 72,000 from    Medicaid: no material change from prior year   2009 expected decline in Medicaid
                        prior year                                                                                 membership relates to a contract assumed
                                                                                                                   in connection with the FY08 Cariten
                                                                                                                   Healthcare acquisition that terminated
                                                                                                                   effective December 31, 2008.
                        Commercial: down approximately 200,000      Commercial: down 135,000 to 145,000 from       Fully-insured and ASO combined
                        from prior year                             prior year
Benefit ratios and      Government Segment benefit ratio in the     Government Segment benefit ratio in the        Medicare, Medicaid, and Military Services
benefit expense trend   range of 83.5% to 84.0%                     range of 85% to 86%                            combined
components
                        Medicare benefit ratio in the range of      Medicare benefit ratio in the range of 84%     Medicare Advantage and Stand-Alone PDP
                        82.0% to 83.0%                              to 85%                                         combined
                          Commercial Segment benefit ratio in the         Commercial Segment benefit ratio in the         Medical and Specialty combined
                          range of 80% to 81%                             range of 79% to 81%
                          Commercial group fully insured secular          Commercial group fully insured secular          Commercial group fully insured secular trends
                          benefit expense trend components:               benefit expense trend components:               of approximately 7% for 2009 and 8% for
                          inpatient hospital utilization - relatively     inpatient hospital utilization - low single     2010 represent the underlying percentage
                          flat; inpatient and outpatient hospital         digits; inpatient and outpatient hospital       change in total medical expenses which
                          rates - mid to upper single digits;             rates - upper single digits; outpatient         excludes the impact of benefit changes and
                          outpatient hospital utilization - mid           hospital utilization - mid single digits;       business, product, and demographic mix.
                          single digits; physician - mid single           physician - mid single digits; pharmacy -
                          digits; pharmacy - mid single digits            mid single digits
Selling, general &        13.5% to 14.0%                                  13% to 14%                                      SG&A expenses as a percent of premiums,
administrative                                                                                                            administrative services fees, and other
expense ratio                                                                                                             revenue
                                                                                                                          2010 estimate includes approximately $100
                                                                                                                          million in administrative cost reductions
Depreciation &            $240 million to $245 million                    $260 million to $265 million
amortization
Interest expense          $105 million to $110 million                    $105 million to $110 million
Government Segment        Medicare operating margin: approximately 6.5%   Medicare operating margin: approximately 5.0%   Medicare Advantage & stand-alone PDP combined
operating results
(Line-of-business-level   Military services: operating earnings of        Military services: operating earnings of        2010 military services earnings include the
results exclude the       approximately $110 million to $115 million      breakeven to $25 million                        anticipated impact of the write-down of
impact of investment                                                                                                      goodwill and other charges related to the
income and interest                                                                                                       termination of the South Region contract
expense)                                                                                                                  of $50 million to $75 million
Commercial Segment        Approximately $120 million                      $125 million to $175 million                    Segment-level results include the impact of
pretax earnings                                                                                                           investment income and interest expense
Cash flows from           $1.3 billion to $1.5 billion                    $1.1 billion to $1.3 billion
operations
Capital expenditures      Approximately $175 million                      Approximately $200 million
Effective tax rate        Approximately 35%                               Approximately 36%
Shares used in            Approximately 169 million                       Approximately 170 million                       Excludes impact of potential future share
computing full-year                                                                                                       repurchases
EPS
Humana Inc.
Statistical Schedules
And
Supplementary Information
3Q09 Earnings Release
S-1
  Humana Inc.
  Statistical Schedules and Supplementary Information
  3Q09 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               Investments
  S-14-16            Benefits Payable
  S-17               Footnotes
S-2
Humana Inc.
Consolidated Statements of Income
In thousands, except per common share results
                                                                   Three Months Ended September 30,
                                                                                                       Dollar         Percentage
                                                                   2009             2008               Change         Change
Revenues:
                              Premiums                             $     7,444,122  $     6,991,569    $  452,553     6.5   %
                              Administrative services fees               133,732          114,401         19,331      16.9  %
                              Investment income (loss)                   74,861           (16,773   )     91,634      546.3 %
                              Other revenue                              64,104           58,973          5,131       8.7   %
                              Total revenues                             7,716,819        7,148,170       568,649     8.0   %
Operating expenses:
                              Benefits                                   6,111,351        5,810,613       300,738     5.2   %
                              Selling, general and administrative        1,047,773        979,223         68,550      7.0   %
                              Depreciation                               52,897           46,371          6,526       14.1  %
                              Other intangible amortization              9,191            9,755           (564    )   -5.8  %
                              Total operating expenses                   7,221,212        6,845,962       375,250     5.5   %
Income from operations                                                   495,607          302,208         193,399     64.0  %
Interest expense                                                         26,259           19,348          6,911       35.7  %
Income before income taxes                                               469,348          282,860         186,488     65.9  %
Provision for income taxes                                               167,829          99,852          67,977      68.1  %
Net income                                                         $     301,519    $     183,008      $  118,511     64.8  %
Basic earnings per common share                                    $     1.80       $     1.10         $  0.70        63.6  %
Diluted earnings per common share                                  $     1.78       $     1.09         $  0.69        63.3  %
Shares used in computing basic earnings per common share                 167,404          166,647
Shares used in computing diluted earnings per common share               169,246          168,578
S-3
Humana Inc.
Consolidated Statements of Income
In thousands, except per common share results
                                                                   Nine Months Ended September 30,
                                                                                                         Dollar         Percentage
                                                                   2009               2008               Change         Change
Revenues:
                              Premiums                             $      22,557,943  $      20,810,922  $   1,747,021  8.4   %
                              Administrative services fees                368,308            339,344         28,964     8.5   %
                              Investment income                           219,745            154,007         65,738     42.7  %
                              Other revenue                               181,373            154,463         26,910     17.4  %
                              Total revenues                              23,327,369         21,458,736      1,868,633  8.7   %
Operating expenses:
                              Benefits                                    18,748,206         17,667,129      1,081,077  6.1   %
                              Selling, general and administrative         3,115,918          2,845,709       270,209    9.5   %
                              Depreciation                                152,250            133,469         18,781     14.1  %
                              Other intangible amortization               28,330             27,073          1,257      4.6   %
                              Total operating expenses                    22,044,704         20,673,380      1,371,324  6.6   %
Income from operations                                                    1,282,665          785,356         497,309    63.3  %
Interest expense                                                          79,605             53,554          26,051     48.6  %
Income before income taxes                                                1,203,060          731,802         471,258    64.4  %
Provision for income taxes                                                414,044            258,728         155,316    60.0  %
Net income                                                         $      789,016     $      473,074     $   315,942    66.8  %
Basic earnings per common share                                    $      4.72        $      2.83        $   1.89       66.8  %
Diluted earnings per common share                                  $      4.67        $      2.79        $   1.88       67.4  %
Shares used in computing basic earnings per common share                  167,250            167,328
Shares used in computing diluted earnings per common share                168,858            169,392
S-4
Humana Inc.
Consolidated Balance Sheets
Dollars in thousands, except share amounts
                                                                                          September 30,  June 30,     December 31,  Sequential Change
                                                                                          2009           2009         2008          Dollar    Percent
Assets
Current assets:
                      Cash and cash equivalents                                           $1,452,006     $1,585,109   $1,970,423
                      Investment securities                                               5,899,385      4,583,423    4,203,538
                      Receivables, net:
                      Premiums                                                            765,039        1,265,986    777,672
                      Administrative services fees                                        11,489         10,928       12,010
                      Securities lending invested collateral                              176,692        270,120      402,399
                      Other                                                               936,217        1,056,798    1,030,000
                      Total current assets                                                9,240,828      8,772,364    8,396,042     $468,464  5.3%
Property and equipment, net                                                               679,010        691,414      711,492
Other assets:
                      Long-term investment securities                                     1,319,319      1,240,197    1,011,904
                      Goodwill                                                            1,992,924      1,992,924    1,963,111
                      Other                                                               969,706        987,490      959,211
                      Total other assets                                                  4,281,949      4,220,611    3,934,226
Total assets                                                                              $14,201,787    $13,684,389  $13,041,760   $517,398  3.8%
Liabilities and Stockholders' Equity
Current liabilities:
                      Benefits payable                                                    $3,365,481     $3,411,197   $3,205,579
                      Trade accounts payable and accrued expenses                         1,532,810      1,351,689    1,077,027
                      Book overdraft                                                      199,384        153,853      224,542
                      Securities lending payable                                          189,774        305,008      438,699
                      Unearned revenues                                                   219,789        244,855      238,098
                      Total current liabilities                                           5,507,238      5,466,602    5,183,945     $40,636   0.7%
Long-term debt                                                                            1,680,424      1,682,654    1,937,032
Future policy benefits payable                                                            1,171,904      1,154,317    1,164,758
Other long-term liabilities                                                               294,018        322,538      298,835
                      Total liabilities                                                   8,653,584      8,626,111    8,584,570     $27,473   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;         31,517         31,478       31,309
                      189,102,289 issued at September 30, 2009
                      Capital in excess of par value                                      1,625,525      1,604,979    1,574,245
                      Retained earnings                                                   4,178,952      3,877,433    3,389,936
                      Accumulated other comprehensive income (loss)                       83,536         (86,556)     (175,243)
                      Treasury stock, at cost, 19,269,815 shares at September 30, 2009    (371,327)      (369,056)    (363,057)
                      Total stockholders' equity                                          5,548,203      5,058,278    4,457,190     $489,925  9.7%
Total liabilities and stockholders' equity                                                $14,201,787    $13,684,389  $13,041,760   $517,398  3.8%
Debt-to-total capitalization ratio                                                        23.2%          25.0%        30.3%
S-5
Humana Inc.
Consolidated Statements of Cash Flows
Dollars in thousands
                                                                                             Three Months Ended September 30,
                                                                                                                                         Dollar             Percentage
                                                                                             2009                  2008                  Change             Change
Cash flows from operating activities
                          Net income                                                         $    301,519          $    183,008
                          Adjustments to reconcile net income to net cash provided by
                          operating activities:
                          Depreciation and amortization                                           62,088                56,126
                          Net realized capital (gains) losses                                     (4,184     )          92,285
                          Stock-based compensation                                                15,796                14,670
                          Provision (benefit) for deferred income taxes                           12,072                (31,983    )
                          Changes in operating assets and liabilities excluding the effects
                          of acquisitions:
                          Receivables                                                             500,386               290,065
                          Other assets                                                            30,545                28,280
                          Benefits payable                                                        (45,716    )          (43,830    )
                          Other liabilities                                                       87,766                (19,893    )
                          Unearned revenues                                                       (25,066    )          3,359
                          Other                                                                   4,905                 5,188
Net cash provided by operating activities                                                         940,111               577,275          $  362,836         62.9   %
Cash flows from investing activities
                          Acquisitions, net of cash acquired                                      (69        )          3,746
                          Purchases of property and equipment                                     (39,533    )          (67,500    )
                          Purchases of investment securities                                      (2,451,044 )          (1,557,997 )
                          Proceeds from maturities of investment securities                       197,796               144,216
                          Proceeds from sales of investment securities                            1,152,495             1,462,238
                          Change in securities lending collateral                                 115,234               264,795
Net cash (used in) provided by investing activities                                               (1,025,121 )          249,498             ($1,274,619 )   -510.9 %
Cash flows from financing activities
                          Receipts from CMS contract deposits                                     499,987               585,551
                          Withdrawals from CMS contract deposits                                  (481,123   )          (728,707   )
                          Debt issue costs                                                        -                     (1,182     )
                          Change in book overdraft                                                45,531                (40,285    )
                          Change in securities lending payable                                    (115,234   )          (264,795   )
                          Common stock repurchases                                                (2,271     )          (11,106    )
                          Excess tax benefit from stock-based compensation                        1,473                 450
                          Proceeds from stock option exercises and other                          3,544                 1,559
Net cash used in financing activities                                                             (48,093    )          (458,515   )     $  410,422         89.5   %
(Decrease)/increase in cash and cash equivalents                                                  (133,103   )          368,258
Cash and cash equivalents at beginning of period                                                  1,585,109             1,174,642
Cash and cash equivalents at end of period                                                   $    1,452,006        $    1,542,900
S-6
Humana Inc.
Consolidated Statements of Cash Flows
Dollars in thousands
                                                                                            Nine Months Ended September 30,
                                                                                                                                        Dollar             Percentage
                                                                                            2009                  2008                  Change             Change
Cash flows from operating activities
                         Net income                                                         $    789,016          $    473,074
                         Adjustments to reconcile net income to net cash provided by
                         operating activities:
                         Depreciation and amortization                                           180,580               160,542
                         Net realized capital (gains) losses                                     (13,734    )          73,436
                         Stock-based compensation                                                48,818                41,835
                         Benefit for deferred income taxes                                       (22,753    )          (21,411    )
                         Changes in operating assets and liabilities excluding the effects
                         of acquisitions:
                         Receivables                                                             6,247                 (93,320    )
                         Other assets                                                            11,718                (166,931   )
                         Benefits payable                                                        159,902               337,632
                         Other liabilities                                                       (10,681    )          (124,368   )
                         Unearned revenues                                                       (18,309    )          (9,098     )
                         Other                                                                   16,687                14,346
Net cash provided by operating activities                                                        1,147,491             685,737          $  461,754         67.3   %
Cash flows from investing activities
                         Acquisitions, net of cash acquired                                      (12,436    )          (262,347   )
                         Purchases of property and equipment                                     (122,135   )          (179,545   )
                         Purchases of investment securities                                      (5,290,819 )          (5,082,141 )
                         Proceeds from maturities of investment securities                       802,331               418,563
                         Proceeds from sales of investment securities                            2,903,936             4,111,640
                         Change in securities lending collateral                                 248,925               801,518
Net cash used in investing activities                                                            (1,470,198 )          (192,312   )        ($1,277,886 )   -664.5 %
Cash flows from financing activities
                         Receipts from CMS contract deposits                                     1,534,629             1,774,381
                         Withdrawals from CMS contract deposits                                  (1,204,536 )          (1,807,952 )
                         Borrowings under credit agreement                                       -                     425,000
                         Repayments under credit agreement                                       (250,000   )          (1,225,000 )
                         Proceeds from issuance of senior notes                                  -                     749,247
                         Debt issue costs                                                        -                     (6,662     )
                         Change in book overdraft                                                (25,158    )          (11,546    )
                         Change in securities lending payable                                    (248,925   )          (801,518   )
                         Common stock repurchases                                                (8,270     )          (105,767   )
                         Excess tax benefit from stock-based compensation                        1,717                 9,794
                         Proceeds from stock option exercises and other                          4,833                 9,045
Net cash used in financing activities                                                            (195,710   )          (990,978   )     $  795,268         80.3   %
Decrease in cash and cash equivalents                                                            (518,417   )          (497,553   )
Cash and cash equivalents at beginning of period                                                 1,970,423             2,040,453
Cash and cash equivalents at end of period                                                  $    1,452,006        $    1,542,900
S-7
Humana Inc.
Key Income Statement Ratios and Segment Operating Results
Dollars in thousands
                                                        Three Months Ended September 30,                            Nine Months Ended September 30,
                                                                                                        Percentage                                                   Percentage
                                                        2009           2008            Difference       Change      2009             2008           Difference       Change
Benefit ratio
              Government Segment                           81.9    %      84.1     %       -2.2    %                   84.3      %      86.8    %       -2.5    %
              Commercial Segment                           82.7    %      80.2     %       2.5     %                   79.4      %      79.4    %       0.0     %
              Consolidated                                 82.1    %      83.1     %       -1.0    %                   83.1      %      84.9    %       -1.8    %
Selling, general, and administrative expense ratio (A)
              Government Segment                           10.2    %      10.2     %       0.0     %                   10.0      %      10.1    %       -0.1    %
              Commercial Segment                           24.0    %      23.0     %       1.0     %                   23.9      %      22.3    %       1.6     %
              Consolidated                                 13.7    %      13.7     %       0.0     %                   13.5      %      13.4    %       0.1     %
Investment income (loss)
              Government Segment                        $  44,936         ($6,163  )   $   51,099       829.1  %    $  132,894       $  80,930      $   51,964       64.2  %
              Commercial Segment                           29,925         (10,610  )       40,535       382.0  %       86,851           73,077          13,774       18.8  %
              Consolidated                              $  74,861         ($16,773 )   $   91,634       546.3  %    $  219,745       $  154,007     $   65,738       42.7  %
Interest expense
              Government Segment                        $  17,447      $  6,969        $   10,478       150.4  %    $  50,160        $  18,084      $   32,076       177.4 %
              Commercial Segment                           8,812          12,379           (3,567  )    -28.8  %       29,445           35,470          (6,025  )    -17.0 %
              Consolidated                              $  26,259      $  19,348       $   6,911        35.7   %    $  79,605        $  53,554      $   26,051       48.6  %
Detail of pretax income (loss)
              Government Segment                        $  474,501     $  271,701      $   202,800      74.6   %    $  1,045,277     $  517,913     $   527,364      101.8 %
              Commercial Segment                           (5,153  )      11,159           (16,312 )    -146.2 %       157,783          213,889         (56,106 )    -26.2 %
              Consolidated                              $  469,348     $  282,860      $   186,488      65.9   %    $  1,203,060     $  731,802     $   471,258      64.4  %
Detail of pretax margins
              Government Segment                           8.2     %      5.2      %       3.0     %                   6.0       %      3.3     %       2.7     %
              Commercial Segment                           -0.3    %      0.6      %       -0.9    %                   2.7       %      3.7     %       -1.0    %
              Consolidated                                 6.1     %      4.0      %       2.1     %                   5.2       %      3.4     %       1.8     %
S-8
Humana Inc.
Membership Detail
In thousands
                                               Ending              Average 3Q09  Ending              Year-over-year Change       Ending         Sequential Change
                                               September 30, 2009                September 30, 2008  Amount         Percent      June 30, 2009  Amount     Percent
Medical Membership:
Government Segment:
              Medicare Advantage - HMO         591.0               589.7         502.3               88.7           17.7   %     586.1          4.9        0.8  %
              Medicare Advantage - PPO         348.0               345.3         171.0               177.0          103.5  %     338.9          9.1        2.7  %
              Medicare Advantage - PFFS        575.8               575.6         694.7               (118.9   )     -17.1  %     574.8          1.0        0.2  %
              Total Medicare Advantage         1,514.8             1,510.6       1,368.0             146.8          10.7   %     1,499.8        15.0       1.0  %
              Medicare - PDP - Standard        751.8               757.8         1,495.7             (743.9   )     -49.7  %     771.5          (19.7 )    -2.6 %
              Medicare - PDP - Enhanced        1,087.3             1,089.9       1,433.8             (346.5   )     -24.2  %     1,095.6        (8.3  )    -0.8 %
              Medicare - PDP - Complete        121.3               122.5         159.5               (38.2    )     -23.9  %     124.9          (3.6  )    -2.9 %
              Total Medicare stand-alone PDPs  1,960.4             1,970.2       3,089.0             (1,128.6 )     -36.5  %     1,992.0        (31.6 )    -1.6 %
              Total Medicare                   3,475.2             3,480.8       4,457.0             (981.8   )     -22.0  %     3,491.8        (16.6 )    -0.5 %
              Military services insured        1,754.3             1,753.6       1,734.4             19.9           1.1    %     1,753.4        0.9        0.1  %
              Military services ASO            1,260.8             1,256.2       1,219.5             41.3           3.4    %     1,254.9        5.9        0.5  %
              Total military services          3,015.1             3,009.8       2,953.9             61.2           2.1    %     3,008.3        6.8        0.2  %
              Medicaid insured                 399.8               397.5         385.1               14.7           3.8    %     393.6          6.2        1.6  %
              Medicaid ASO                     -                   -             177.3               (177.3   )     -100.0 %     -              0.0        0.0  %
              Total Medicaid                   399.8               397.5         562.4               (162.6   )     -28.9  %     393.6          6.2        1.6  %
              Total Government Segment         6,890.1             6,888.1       7,973.3             (1,083.2 )     -13.6  %     6,893.7        (3.6  )    -0.1 %
Commercial Segment:
              Fully-insured medical:
              Group                            1,474.1             1,477.5       1,596.0             (121.9   )     -7.6   %     1,499.6        (25.5 )    -1.7 %
              Individual                       358.8               355.0         316.8               42.0           13.3   %     347.2          11.6       3.3  %
              Medicare supplement              27.8           
For full details on Humana Inc (HUM) click here. Humana Inc (HUM) has Short Term PowerRatings of 5. Details on Humana Inc (HUM) Short Term PowerRatings is available at This Link.

    


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