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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