EX-99.4 7 a06-11750_6ex99d4.htm EX-99.4

Exhibit 99.4       

FINANCIAL STATEMENT SCHEDULES WITH RETROSPECTIVE
APPLICATION OF SFAS 123R

The financial statement schedules set forth in this Exhibit 99.4 have been revised from the financial statement schedules included in Humana’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Form 10-K”) to reflect the retrospective application of Humana’s adoption of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment, or SFAS 123R. The financial statement schedules set forth below have not been revised to reflect events or developments subsequent to March 3, 2006, the date that Humana filed the 2005 Form 10-K. Revisions are highlighted in blue. For a discussion of events and developments subsequent to the filing date of the 2005 Form 10-K, please refer to the reports and other information Humana has filed with the Securities and Exchange Commission since that date, including Humana’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006.

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Humana Inc.
SCHEDULE I — PARENT COMPANY FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS

 

 

 

December 31,

 

 

 

2005

 

2004

 

 

 

(in thousands, except 
share amounts)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

169,206

 

$

242,868

 

Investment securities

 

250,399

 

196,420

 

Receivable from operating subsidiaries

 

197,172

 

115,813

 

Securities lending collateral

 

1,983

 

7,991

 

Other current assets

 

87,833

 

67,696

 

Total current assets

 

706,593

 

630,788

 

 

 

 

 

 

 

Property and equipment, net

 

352,013

 

292,523

 

Investments in subsidiaries

 

3,159,349

 

2,530,458

 

Notes receivable from operating subsidiaries

 

7,000

 

17,000

 

Other

 

58,320

 

75,087

 

Total assets

 

$

4,283,275

 

$

3,545,856

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Payable to operating subsidiaries

 

$568,313

 

$400,960

 

Current portion of notes payable to operating subsidiaries

 

27,600

 

27,600

 

Book overdraft

 

46,847

 

53,526

 

Other current liabilities

 

230,947

 

211,595

 

Securities lending payable

 

1,983

 

7,991

 

Current portion of long-term debt

 

301,254

 

¾

 

Total current liabilities

 

1,176,944

 

701,672

 

 

 

 

 

 

 

Long-term debt

 

513,790

 

636,696

 

Notes payable to operating subsidiaries

 

18,000

 

18,000

 

Other

 

65,667

 

65,240

 

Total liabilities

 

1,774,401

 

1,421,608

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $1 par; 10,000,000 shares authorized; none issued

 

¾

 

¾

 

Common stock, $0.16 2/3 par; 300,000,000 shares authorized;
179,062,807 shares issued in 2005, and 176,044,649 shares
issued in 2004

 

29,843

 

29,340

 

Treasury stock, at cost, 15,846,384 shares in 2005, and 15,778,088 shares
in 2004

 

(203,364

)

(201,000

)

Other stockholders’ equity

 

2,682,395

 

2,295,908

 

Total stockholders’ equity

 

2,508,874

 

2,124,248

 

Total liabilities and stockholders’ equity

 

$

4,283,275

 

$

3,545,856

 

 

See accompanying notes to the parent company financial statements.

 

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Humana Inc.
SCHEDULE I – PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF OPERATIONS

 

 

For the year ended December 31,

 

 

 

2005

 

2004

 

2003

 

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

Management fees charged to operating subsidiaries

 

$

581,362

 

$

502,833

 

$

458,373

 

Investment income and other income, net

 

23,657

 

18,312

 

19,883

 

 

 

605,019

 

521,145

 

478,256

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Selling, general and administrative

 

499,787

 

423,614

 

363,501

 

Depreciation

 

81,634

 

87,597

 

82,478

 

Interest

 

40,935

 

24,857

 

21,229

 

 

 

622,356

 

536,068

 

467,208

 

(Loss) income before income taxes and equity in net earnings of subsidiaries

 

(17,337

)

(14,923

)

11,048

 

(Benefit) provision for income taxes

 

(44,174

)

(20,482

)

7,636

 

Income before equity in net earnings of subsidiaries

 

26,837

 

5,559

 

3,412

 

Equity in net earnings of subsidiaries

 

269,893

 

264,388

 

220,327

 

Net income

 

$

296,730

 

$

269,947

 

$

223,739

 

 

 

See accompanying notes to the parent company financial statements.

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Humana Inc.
SCHEDULE I — PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF CASH FLOWS

 

 

For the year ended December 31,

 

 

 

2005

 

2004

 

2003

 

 

 

(in thousands)

 

Net cash provided by operating activities

 

$        414,790

 

$        263,027

 

$        184,792

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisitions

 

(498,948

)

¾

 

¾

 

Purchases of investment securities

 

(200,048

)

(989,757

)

(388,138

)

Proceeds from sale of investment securities

 

193,391

 

812,796

 

244,442

 

Maturities of investment securities

 

22,041

 

56,740

 

65,393

 

Purchases of property and equipment, net

 

(141,124

)

(98,953

)

(90,765

)

Capital contributions to operating subsidiaries

 

(116,000

)

(5,201

)

(17,000

)

Surplus note redemption from operating subsidiaries

 

10,000

 

¾

 

35,000

 

Change in securities lending collateral

 

6,008

 

(7,991

)

¾

 

Other

 

¾

 

(4,726

)

70

 

Net cash used in investing activities

 

(724,680

)

(237,092

)

(150,998

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Borrowings under credit agreement

 

494,000

 

¾

 

¾

 

Repayments under credit agreement

 

(294,000

)

¾

 

¾

 

Net conduit commercial paper borrowings

 

¾

 

¾

 

(265,000

)

Proceeds from issuance of senior notes

 

¾

 

¾

 

299,139

 

Proceeds from swap exchange

 

¾

 

¾

 

31,556

 

Debt issue costs

 

¾

 

(1,954

)

(3,331

)

Change in book overdraft

 

(6,679

)

(77,422

)

73,463

 

Change in securities lending payable

 

(6,008

)

7,991

 

¾

 

Repayment of notes issued to operating subsidiaries

 

¾

 

¾

 

(31,500

)

Common stock repurchases

 

(2,364

)

(67,024

)

(44,147

)

Tax benefit from stock-based compensation

 

15,545

 

3,748

 

15,219

 

Proceeds from stock option exercises and other

 

35,734

 

29,918

 

25,475

 

Net cash provided by (used in) financing activities

 

236,228

 

(104,743

)

100,874

 

 

 

 

 

 

 

 

 

(Decrease) increase in cash and cash equivalents

 

(73,662

)

(78,808

)

134,668

 

Cash and cash equivalents at beginning of year

 

242,868

 

321,676

 

187,008

 

Cash and cash equivalents at end of year

 

$

169,206

 

$

242,868

 

$

321,676

 

 

See accompanying notes to the parent company financial statements.

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Humana Inc.
SCHEDULE I — PARENT COMPANY FINANCIAL INFORMATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

Parent company financial information has been derived from our consolidated financial statements and excludes the accounts of all operating subsidiaries. This information should be read in conjunction with our consolidated financial statements.

2.   TRANSACTIONS WITH SUBSIDIARIES

Management Fee

Through intercompany service agreements approved, if required, by state regulatory authorities, Humana Inc., our parent company, charges a management fee for reimbursement of certain centralized services provided to its subsidiaries including information systems, disbursement, investment and cash administration, marketing, legal, finance, and medical and executive management oversight.

Dividends

Cash dividends received from subsidiaries and included as a component of net cash provided by operating activities were $236.0 million in 2005, $126.0 million in 2004 and $131.0 million in 2003.

Guarantee

Through indemnity agreements approved by state regulatory authorities, certain of our regulated subsidiaries generally are guaranteed by our parent company in the event of insolvency for; (1) member coverage for which premium payment has been made prior to insolvency; (2) benefits for members then hospitalized until discharged; and (3) payment to providers for services rendered prior to insolvency. Our parent has also guaranteed the obligations of our TRICARE subsidiaries.

Notes Receivables from Operating Subsidiaries

We funded certain subsidiaries with surplus note agreements. These notes are generally non-interest bearing and may not be entered into or repaid without the prior approval of the applicable Departments of Insurance.

Notes Payable to Operating Subsidiaries

We borrowed funds from certain subsidiaries with notes generally collateralized by real estate. These notes, which have various payment and maturity terms, bear interest ranging from 5.07% to 6.65% and are payable between 2006 and 2009. We recorded interest expense of $2.2 million, $1.7 million and $3.9 million related to these notes for the years ended December 31, 2005, 2004 and 2003, respectively.

3.   REGULATORY REQUIREMENTS

Certain of our subsidiaries operate in states that regulate the payment of dividends, loans, or other cash transfers to Humana Inc., our parent company, and require minimum levels of equity as well as limit investments to approved securities. The amount of dividends that may be paid to Humana Inc. by these subsidiaries, without prior approval by state regulatory authorities, is limited based on the entity’s level of statutory income and statutory capital and surplus. In most states, prior notification is provided before paying a dividend even if approval is not required.

As of December 31, 2005, we maintained aggregate statutory capital and surplus of $1,203.2 million in our state regulated subsidiaries. Each of these subsidiaries was in compliance with applicable statutory requirements which aggregated $722.2 million. Although the minimum required levels of equity are largely based on premium volume, product mix, and the quality of assets held, minimum requirements can vary significantly at the state level.

Most states rely on risk-based capital requirements, or RBC, to define the required levels of equity. RBC is a model developed by the National Association of Insurance Commissioners to monitor an entity’s solvency. This calculation indicates recommended minimum levels of required capital and surplus and signals regulatory measures should actual surplus fall below these recommended levels. If RBC were adopted by all states and Puerto Rico at December 31, 2005, we would be required to fund $14.7 million in one of our Puerto Rico subsidiaries to meet all requirements. After this funding, we would have $378.2 million of aggregate capital and surplus above any of the levels that require corrective action under RBC.

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Humana Inc.
SCHEDULE I — PARENT COMPANY FINANCIAL INFORMATION
NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

4.   ACQUISITIONS

Refer to Note 3 of the notes to consolidated financial statements included in Exhibit 99.3 to this Current Report on Form 8-K for a description of acquisitions.

5.   INCOME TAXES

The decrease in 2005 tax expense primarily related to the recognition of a $22.8 million contingent tax benefit and associated $3.1 million reversal of accrued interest resulting from the resolution of an uncertain tax position associated with the 2000 tax year during the first quarter of 2005 in connection with the expiration of the statute of limitations. Refer to Note 8 of the notes to consolidated financial statements included in Exhibit 99.3 to this Current Report on Form 8-K for a description of income taxes.

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Humana Inc.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2005, 2004, and 2003
(in thousands)

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

Charged

 

 

 

 

 

 

 

 

 

Balance at

 

 

 

(Credited) to

 

Charged to

 

Deductions

 

Balance at

 

 

 

Beginning of

 

Acquired

 

Costs and

 

Other

 

or

 

End of

 

 

 

Period

 

Balances

 

Expenses

 

Accounts (1)

 

Write-offs

 

Period

 

Allowance for loss on receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

2005

 

$

34,506

 

¾

 

$

4,566

 

$

(1,027

)

$

(5,488

)

$

32,557

 

2004

 

40,400

 

355

 

6,433

 

(1,338

)

(11,344

)

34,506

 

2003

 

30,178

 

¾

 

7,416

 

6,584

 

(3,778

)

40,400

 

Deferred tax asset valuation allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

2005

 

20,123

 

¾

 

(5,198

)

¾

 

(14,925

)

¾

 

2004

 

26,978

 

¾

 

(6,855

)

¾

 

¾

 

20,123

 

2003

 

36,470

 

¾

 

(9,492

)

¾

 

¾

 

26,978

 

 


(1)             Represents changes in retroactive membership adjustments to premium revenues as more fully described in Note 2 to the consolidated financial statements.

 

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