8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)     November 2, 2009

Humana Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-5975	61-0647538
(Commission File Number)	(IRS Employer Identification No.)

500 West Main Street, Louisville, KY	40202
(Address of Principal Executive Offices)	(Zip Code)

502-580-1000
(Registrant’s Telephone Number, Including Area Code)



(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.
Item 7.01   Regulation FD Disclosure.

                  An earnings release was issued by Humana Inc. this morning reporting financial results for the period ended September 30, 2009, 2009 earnings guidance and financial projections for 2010, a copy of which is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d)   Exhibits:

Exhibit No.	Description
99	Earnings Release and Statistical Pages

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		HUMANA INC.
		BY:	/s/ Steven E. McCulley
			Steven E. McCulley
			Vice President and Controller
			(Principal Accounting Officer)
Dated:	November 2, 2009

INDEX TO EXHIBITS

Exhibit No.	Description
99	Earnings Release and Statistical Pages

EX-99

Exhibit 99

Humana Reports Third Quarter Financial Results, Provides 2010 Financial Guidance

• Reaffirms 2009 EPS guidance of approximately $6.15
• 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

LOUISVILLE, Ky.--(BUSINESS WIRE)--November 2, 2009--Humana Inc. (NYSE: HUM) 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; 189,102,289 issued at September 30, 2009	31,517	31,478	31,309
	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	26.9	18.4	9.4		51.1	%	24.9	2.9		11.6	%
	Total fully-insured medical	1,860.7	1,859.4	1,931.2	(70.5	)	-3.7	%	1,871.7	(11.0	)	-0.6	%
	ASO	1,566.2	1,567.3	1,622.8	(56.6	)	-3.5	%	1,576.2	(10.0	)	-0.6	%
	Total Commercial Segment	3,426.9	3,426.7	3,554.0	(127.1	)	-3.6	%	3,447.9	(21.0	)	-0.6	%
Total medical membership		10,317.0	10,314.8	11,527.3	(1,210.3	)	-10.5	%	10,341.6	(24.6	)	-0.2	%
Specialty Membership
	Dental - fully-insured	2,631.7	2,508.1	2,578.6	53.1		2.1	%	2,446.7	185.0		7.6	%
	Dental - ASO	1,197.4	1,053.2	1,062.7	134.7		12.7	%	980.3	217.1		22.1	%
	Total dental	3,829.1	3,561.3	3,641.3	187.8		5.2	%	3,427.0	402.1		11.7	%
	Vision	2,427.3	2,415.2	2,188.9	238.4		10.9	%	2,376.1	51.2		2.2	%
	Other supplemental benefits (B)	1,006.5	1,002.2	897.2	109.3		12.2	%	987.3	19.2		1.9	%
Total specialty membership		7,262.9	6,978.7	6,727.4	535.5		8.0	%	6,790.4	472.5		7.0	%
S-9

Humana Inc.
Premiums and Administrative Services Fees Detail
Dollars in thousands, except per member per month
											Per Member per Month (C)
		Three Months Ended September 30,									Three Months Ended September 30,
						Dollar			Percentage
		2009		2008		Change			Change		2009		2008
Premium revenues
Government Segment:
	Medicare Advantage	$	4,135,198	$	3,497,568	$	637,630		18.2	%	$	912	$	858
	Medicare stand-alone PDPs		578,142		782,855		(204,713	)	-26.1	%	$	98	$	84
	Total Medicare		4,713,340		4,280,423		432,917		10.1	%
	Military services insured (D)		796,126		771,560		24,566		3.2	%	$	151	$	148
	Medicaid insured		162,896		152,069		10,827		7.1	%	$	137	$	131
	Total Government Segment premiums		5,672,362		5,204,052		468,310		9.0	%
Commercial Segment:
	Fully-insured medical (group and individual)		1,540,442		1,559,120		(18,678	)	-1.2	%	$	276	$	269
	Specialty		231,318		228,397		2,921		1.3	%	$	12	$	12
	Total Commercial Segment premiums		1,771,760		1,787,517		(15,757	)	-0.9	%
Total premium revenues		$	7,444,122	$	6,991,569	$	452,553		6.5	%
Administrative services fees
	Military services ASO (D)	$	22,690	$	16,581	$	6,109		36.8	%	$	6	$	5
	Other government ASO		15,257		4,588		10,669		232.5	%
	Commercial Segment		95,785		93,232		2,553		2.7	%	$	12	$	12
Total administrative services fees		$	133,732	$	114,401	$	19,331		16.9	%
S-10

Humana Inc.
Premiums and Administrative Services Fees Detail
Dollars in thousands, except per member per month
											Per Member per Month (C)
		Nine Months Ended September 30,									Nine Months Ended September 30,
						Dollar			Percentage
		2009		2008		Change			Change		2009		2008
Premium revenues
Government Segment:
	Medicare Advantage	$	12,340,786	$	10,157,109	$	2,183,677		21.5	%	$	922	$	860
	Medicare stand-alone PDPs		1,812,638		2,562,925		(750,287	)	-29.3	%	$	99	$	91
	Total Medicare		14,153,424		12,720,034		1,433,390		11.3	%
	Military services insured (D)		2,591,605		2,389,195		202,410		8.5	%	$	165	$	153
	Medicaid insured		480,085		437,725		42,360		9.7	%	$	136	$	126
	Total Government Segment premiums		17,225,114		15,546,954		1,678,160		10.8	%
Commercial Segment:
	Fully-insured medical (group and individual)		4,643,204		4,566,632		76,572		1.7	%	$	274	$	267
	Specialty		689,625		697,336		(7,711	)	-1.1	%	$	12	$	13
	Total Commercial Segment premiums		5,332,829		5,263,968		68,861		1.3	%
Total premium revenues		$	22,557,943	$	20,810,922	$	1,747,021		8.4	%
Administrative services fees
	Military services ASO (D)	$	63,140	$	51,582	$	11,558		22.4	%	$	6	$	5
	Other government ASO		18,295		11,749		6,546		55.7	%
	Commercial Segment		286,873		276,013		10,860		3.9	%	$	12	$	11
Total administrative services fees		$	368,308	$	339,344	$	28,964		8.5	%
S-11

Humana Inc.
Percentage of Ending Membership under Capitation Arrangements
	Government Segment										Commercial Segment
September 30, 2009	Medicare Advantage		Medicare stand-alone PDPs		Military Services		Medicaid		Total Govt. Segment		Fully-insured		ASO		Total Comm. Segment		Total Medical Membership
Capitated HMO hospital system based (E)	1.9	%	-		-		-		0.4	%	1.2	%	-		0.7	%	0.5	%
Capitated HMO physician group based (E)	3.2	%	-		-		29.3	%	2.4	%	1.5	%	-		0.8	%	1.9	%
Risk-sharing (F)	18.8	%	-		-		69.9	%	8.2	%	1.0	%	-		0.6	%	5.7	%
All other membership	76.1	%	100.0	%	100.0	%	0.8	%	89.0	%	96.3	%	100.0	%	97.9	%	91.9	%
Total medical membership	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
September 30, 2008
Capitated HMO hospital system based (E)	1.9	%	-		-		-		0.3	%	1.3	%	-		0.7	%	0.4	%
Capitated HMO physician group based (E)	3.5	%	-		-		26.3	%	2.5	%	1.4	%	-		0.8	%	1.9	%
Risk-sharing (F)	20.0	%	-		-		41.6	%	6.4	%	1.3	%	-		0.7	%	4.7	%
All other membership	74.6	%	100.0	%	100.0	%	32.1	%	90.8	%	96.0	%	100.0	%	97.8	%	93.0	%
Total medical membership	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
S-12

Humana Inc.				Fair value
Investments
Dollars in thousands
				9/30/2009		6/30/2009		12/31/2008
Investment Portfolio:
	Cash & cash equivalents			$	1,452,006	$	1,585,109	$	1,970,423
	Investment securities			$	5,899,385		4,583,423		4,203,538
	Long-term investment securities			$	1,319,319		1,240,197		1,011,904
		Total investment portfolio		$	8,670,710	$	7,408,729	$	7,185,865
	Duration (G)				3.55		3.37		3.39
	Average Credit Rating			AA+		AA+		AA+
Securities Lending Invested Collateral Portfolio:
	Cash & cash equivalents			$	40,975	$	61,374	$	46,693
	Certificates of deposit / bank notes			$	52,275		71,413		167,973
	Corporate floating rate			$	24,978		48,964		55,341
	Asset-backed securities			$	58,464		88,369		132,392
				$	176,692	$	270,120	$	402,399
	Average Credit Rating			AA+		AA+		AA+
Investment Portfolio Detail:
Cash and cash equivalents				$	1,452,006	$	1,585,109	$	1,970,423
U.S. Government and agency obligations
	U.S. Treasury and agency obligations			$	1,253,636	$	593,174	$	599,898
	U.S. Government residential mortgage-backed				1,420,491		1,094,271		1,283,482
	U.S. Government commercial mortgage-backed			$	27,554		25,093		14,223
		Total U.S. Government and agency obligations		$	2,701,681		1,712,538		1,897,603
Tax-exempt municipal securities
	Pre-refunded				416,694		481,440		694,797
	Insured				575,417		570,596		452,427
	Other				1,001,409		731,076		468,585
	Auction rate securities				71,792		72,718		73,653
		Total tax-exempt municipal securities			2,065,312		1,855,830		1,689,462
Residential mortgage-backed
	Prime residential mortgages				132,043		301,836		339,665
	Alt-A residential mortgages				3,895		3,977		5,939
	Sub-prime residential mortgages				1,564		1,562		1,704
		Total residential mortgage-backed		$	137,502		307,375		347,308
Commercial mortgage-backed					275,963		259,373		260,299
Asset-backed securities					155,234		152,469		144,370
Corporate securities
	Financial services				686,256		495,981		356,816
	Other				1,170,002		1,014,128		484,581
		Total corporate securities			1,856,258		1,510,109		841,397
Redeemable preferred stocks					21,643		21,124		19,702
Non-redeemable preferred stocks					706		685		11,228
Common stocks					4,405		4,117		4,073
			Total investment portfolio	$	8,670,710	$	7,408,729	$	7,185,865
S-13

Humana Inc.
Detail of Benefits Payable Balance and Year-to-Date Changes
Dollars in thousands
		September 30, 2009			June 30, 2009			December 31, 2008
Detail of benefits payable
	IBNR and other benefits payable (H)	$	2,436,947		$	2,448,633		$	2,216,909
	Unprocessed claim inventories (I)		317,100			258,000			247,200
	Processed claim inventories (J)		112,790			199,978			190,445
	Payable to pharmacy benefit administrator (K)		187,771			161,200			244,228
	Benefits payable, excluding military services		3,054,608			3,067,811			2,898,782
	Military services IBNR (L)		313,796			300,583			248,492
	Other military services benefits payable (M)		(2,923	)		42,803			58,305
	Military services benefits payable		310,873			343,386			306,797
Total Benefits Payable		$	3,365,481		$	3,411,197		$	3,205,579
		Nine Months Ended			Nine Months Ended			Year Ended
		September 30, 2009			September 30, 2008			December 31, 2008
Year-to-date changes in benefits payable, excluding military services (N)
	Balances at January 1	$	2,898,782		$	2,355,461		$	2,355,461
	Acquisitions		-			34,122			96,021
	Incurred related to:
	Current year		16,639,799			15,769,075			21,092,135
	Prior years (O)		(221,887	)		(230,461	)		(268,027	)
	Total incurred		16,417,912			15,538,614			20,824,108
	Paid related to:
	Current year		(14,707,443	)		(13,692,050	)		(18,832,301	)
	Prior years		(1,554,643	)		(1,523,293	)		(1,544,507	)
	Total paid		(16,262,086	)		(15,215,343	)		(20,376,808	)
	Balances at end of period	$	3,054,608		$	2,712,854		$	2,898,782
		Nine Months Ended			Nine Months Ended			Year Ended
		September 30, 2009			September 30, 2008			December 31, 2008
Summary of Consolidated Benefit Expense:
	Total benefit expense incurred, per above	$	16,417,912		$	15,538,614		$	20,824,108
	Military services benefit expense		2,279,918			2,098,059			2,819,787
	Future policy benefit expense (P)		50,376			30,456			64,338
	Consolidated Benefit Expense	$	18,748,206		$	17,667,129		$	23,708,233
S-14

Humana Inc.
Benefits Payable Statistics (Q)
Receipt Cycle Time (R)
		2009		2008	Change		Percentage Change
	1st Quarter Average		14.8	15.1	(0.3	)	-2.0	%
	2nd Quarter Average		14.0	15.0	(1.0	)	-6.7	%
	3rd Quarter Average		13.7	15.2	(1.5	)	-9.9	%
	4th Quarter Average		-	14.6	N/A		N/A
	Full Year Average		14.1	15.0	(0.9	)	-6.0	%
Unprocessed Claims Inventories
	Date	Estimated Valuation (000's)		Claim Item Counts	Number of Days on Hand
	9/30/2007	$	224,000	819,100	6.1
	12/31/2007	$	213,400	683,500	5.0
	3/31/2008	$	212,000	673,000	4.4
	6/30/2008	$	228,700	742,800	4.6
	9/30/2008	$	293,600	946,500	6.0
	12/31/2008	$	247,200	745,500	4.3
	3/31/2009	$	258,800	740,600	4.2
	6/30/2009	$	258,000	709,900	4.0
	9/30/2009	$	317,100	856,500	4.9
S-15

Humana Inc.
Benefits Payable Statistics (Continued) (Q)
Days in Claims Payable (S)
	Quarter Ended	Days in Claims Payable (DCP)	Change Last 4 Quarters		Percentage Change		DCP Excluding Capitation		Change Last 4 Quarters		Percentage Change
	9/30/2007	61.8	4.3		7.5	%	70.2		5.9		9.2	%
	12/31/2007	60.2	3.9		6.9	%	68.3		4.3		6.7	%
	3/31/2008	56.9	(2.4	)	-4.0	%	63.3		(2.7	)	-4.1	%
	6/30/2008	57.2	(2.8	)	-4.7	%	63.3		(5.2	)	-7.6	%
	9/30/2008	58.1	(3.7	)	-6.0	%	65.1		(5.1	)	-7.3	%
	12/31/2008	59.4	(0.8	)	-1.3	%	66.5		(1.8	)	-2.6	%
	3/31/2009	54.6	(2.3	)	-4.0	%	60.9		(2.4	)	-3.8	%
	6/30/2009	56.1	(1.1	)	-1.9	%	61.5		(1.8	)	-2.8	%
	9/30/2009	56.2	(1.9	)	-3.3	%	62.7		(2.4	)	-3.7	%
Year-to-Date Change in Days in Claims Payable (T)
					2009		2008
DCP - beginning of period					59.4		60.2
	Components of change in DCP:
	Internal versus outsourced claims processing cycle times				-		(3.2	)
	Change in unprocessed claims inventories				0.6		1.5
	Change in processed claims inventories				(1.5	)	(0.3	)
	Change in pharmacy payment cutoff				(1.3	)	(0.2	)
	Impact of Cariten acquisition in 4Q08				(0.9	)	-
	All other				(0.1	)	0.1
DCP - end of period					56.2		58.1
S-16

Humana Inc.
Footnotes to Statistical Schedules and Supplementary Information
3Q09 Earnings Release
(A)	The selling, general and administrative (SG&A) expense ratio is defined as SG&A expenses as a percent of premiums, administrative services fees and other revenue.
(B)	Other supplemental benefits include life, disability, and fixed benefit products including cancer and critical illness policies.
(C)	Computed based on average membership for the period (i.e., monthly ending membership during the period divided by the number of months in the period).
(D)	Military services revenues are generally not contracted on a per-member basis.
(E)	In a limited number of circumstances, the company contracts with hospitals and physicians to accept financial risk for a defined set of HMO membership. In transferring this risk, the company prepays these providers a monthly fixed-fee per member to coordinate substantially all of the medical care for their capitated HMO membership, including some health benefit administrative functions and claims processing. For these capitated HMO arrangements, the company generally agrees to reimbursement rates that target a benefit expense ratio. Providers participating in hospital-based capitated HMO arrangements generally receive a monthly payment for all of the services within their system for their HMO membership. Providers participating in physician-based capitated HMO arrangements generally have subcontracted specialist physicians and are responsible for reimbursing such physicians and hospitals for services rendered to their HMO membership.
(F)	In some circumstances, the company contracts with physicians under risk-sharing arrangements whereby physicians have assumed some level of risk for all or a portion of the benefit expenses of their HMO membership. Although these arrangements do include capitation payments for services rendered, the company processes substantially all of the claims under these arrangements.
(G)	Duration is the time-weighted average of the present value of the bond portfolio cash flow.
(H)	IBNR represents an estimate of benefit expenses payable for claims incurred but not reported (IBNR) at the balance sheet date. The level of IBNR is primarily impacted by membership levels, benefit claim trends and the receipt cycle time, which represents the length of time between when a claim is initially incurred and when the claim form is received (i.e. a shorter time span results in lower reserves for claims IBNR). Other benefits payable includes amounts payable to providers under capitation arrangements.
(I)	Unprocessed claim inventories represent the estimated valuation of claims received but not yet fully processed.
(J)	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.
(K)	The balance due to the company's pharmacy benefit administrator fluctuates as a result of the number of business days in the last payment cycle of the month. Payment cycles are every 10 days (10th & 20th of month) and the last day of the month.
(L)	Military services IBNR primarily fluctuates due to benefit expense inflation and changes in the utilization of benefits. Amount includes unprocessed inventories as an independent third party administrator processes all military services benefit claims on the company's behalf.
(M)	Other military benefits payable may include liabilities to subcontractors and/or risk share payables to the Department of Defense. The level of these balances may fluctuate from period to period due to the timing of payment (cutoff) and whether or not the balances are payables or receivables (receivables from the Department of Defense are classified as receivables in the company's balance sheet).
(N)	The table excludes activity associated with military services benefits payable, because the federal government bears a substantial portion of the risk associated with financing the cost of health benefits. More specifically, the risk-sharing provisions of the military services contracts with the federal government and with subcontractors effectively limit profits and losses when actual claim experience varies from the targeted claim amount negotiated annually. As a result of these contract provisions, the impact of changes in estimates for prior year military services benefits payable are substantially offset by the associated changes in estimates of revenue from health care services reimbursements. As such, any impact on the company's results of operations is reduced substantially, whether positive or negative.
(O)	Amounts incurred related to prior years vary from previously estimated liabilities as the claims ultimately are settled. Negative amounts reported for incurred related to prior years result from claims being ultimately settled for amounts less than originally estimated (favorable development). There were no changes in the approach used to determine the company's estimate of claim reserves during the quarter.
(P)	Future policy benefit expense has a related liability classified as a long-term liability on the balance sheet.
(Q)	Benefits reserves statistics represents fully-insured medical claims data and excludes military services claims data and specialty benefits.
(R)	The receipt cycle time measures the average length of time between when a claim was initially incurred and when the claim form was received. Receipt cycle time data for the company's largest claim processing platforms represent approximately 95% of the company's fully-insured claims volume. Pharmacy and specialty claims, including dental, vision and other supplemental benefits, are excluded from this measurement.
(S)	A common metric for monitoring benefits payable levels relative to the benefit expense is days in claims payable, or DCP, which represents the benefits payable at the end of the period divided by average benefit expenses per day in the quarterly period. Since the company has some providers under capitation payment arrangements (which do not require a benefits payable IBNR reserve), the company has also summarized this metric excluding capitation expense. In addition, this calculation excludes the impact of the company's military services and stand-alone PDP business.
(T)	DCP fluctuates due to a number of issues, the more significant of which are detailed in this rollforward. Growth in certain product lines can also impact DCP for the quarter since a provision for claims would not have been recorded for members that had not yet enrolled earlier in the quarter, yet those members would have a provision and corresponding reserve recorded upon enrollment later in the quarter. This analysis excludes the impact of military services and Medicare stand-alone PDPs upon DCP.
S-17

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