UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the ten months ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-5975
A. Full title of plan: Humana Retirement and Savings Plan
(formerly Humana Thrift Plan)
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Humana Inc.
500 West Main Street
Louisville, Kentucky 40202
1 of 25
<PAGE>
I N D E X
Pages
Report of Independent Accountants 3
Financial Statements:
Statement of Net Assets Available for Benefits,
December 31, 1993 and February 28, 1993 4
Statement of Changes in Net Assets Available for
Benefits for the ten months ended December 31, 1993 5
Notes to Financial Statements 6-14
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes,
December 31, 1993 (Item 27a of Form 5500) 15-16
Schedule of Reportable Transactions for the ten
months ended December 31, 1993 (Item 27d of Form 5500) 17
Pro Forma Schedules:
Pro Forma financial information 18
Pro Forma Statement of Net Assets Available
for Benefits, February 28, 1993 19
Pro Forma Statement of Changes in Net Assets Available
for Benefits for the ten months ended December 31, 1993 20
Pro Forma Statement of Changes in Net Assets Available
for Benefits for the six months ended February 28, 1993 21
Pro Forma Statement of Changes in Net Assets Available for
Benefits for the year ended August 31, 1992 22
Signature Page 23
Exhibit Index 24
Exhibit 23 - Consent of Coopers & Lybrand 25
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement and Savings Plan Committee
Humana Inc.
We have audited the accompanying statements of net assets available for
benefits of the Humana Retirement and Savings Plan (the "Plan") as of
December 31, 1993 and February 28, 1993, and the related statements of
changes in net assets available for benefits for the ten months ended
December 31, 1993. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Plan as of December 31, 1993 and February 28, 1993, and the changes in net
assets available for benefits for the ten months ended December 31, 1993,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
listed on page 2 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund information in footnote #7 is
presented for purposes of additional analysis rather than to present the
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND
Louisville, Kentucky
June 24, 1994
3
<PAGE>
<TABLE>
HUMANA RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993 and February 28, 1993
<CAPTION>
ASSETS December 31, February 28,
1993 1993
<S> <C> <C>
Investments:
Common stocks $ 90,340,238 $135,858,409
ILA Treasury Portfolio 66,957
NCC Funds Government Portfolio 5,345,816 8,584,642
NCB Capital Preservation Fund 11,426,678
Investment contracts 35,307,589 99,524,798
Collateralized mortgage
obligations 4,906,319
Bonds and asset-backed
securities 3,202,886 16,531,085
Total investments 145,623,207 265,472,210
Cash 3,619
Receivable from participating
employers for participant
withholdings and employer
contributions 7,354,120 1,075,692
Accrued interest and dividends 1,032,047 7,091,755
Total assets 154,012,993 273,639,657
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Cash overdraft 4,466,535
Forfeited employer contributions
available to reduce future
employer contributions 98,788
Total liabilities 4,565,323
Net assets available for benefits $154,012,993 $269,074,334
</TABLE>
The accompanying notes are an integral
part of the financial statements.
4
<PAGE>
<TABLE>
HUMANA RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the ten months ended December 31, 1993
<CAPTION>
<S> <C>
Additions to net assets:
Investment income:
Net appreciation
in fair value of investments $ 45,269,220
Interest 3,294,953
48,564,173
Contributions:
Participants 6,425,270
Employer 9,043,532
Forfeited employer contributions (706,995)
Transfer from Humana Basic Retirement Plan 257,294,446
Total additions 320,620,426
Deductions from net assets:
Benefits paid to participants 17,049,511
Administrative expenses 165,182
Transfer to Galen Plan 418,467,074
Total deductions 435,681,767
Net decrease (115,061,341)
Net assets available for benefits:
Beginning of period 269,074,334
End of period $154,012,993
</TABLE>
The accompanying notes are an integral
part of the financial statements.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. Reorganization:
On August 27, 1992, Humana Inc.'s ("Humana") board of directors (the
"Board") authorized management to proceed with the separation of
Humana into two publicly held corporations, one to operate the
acute-care hospital business and the other to operate the health
plan business (the "Spinoff"). The Spinoff was approved by Humana's
stockholders on February 18, 1993 and was completed on March 1, 1993.
The Spinoff was effected through the distribution to stockholders of
Humana of all of the outstanding shares of common stock of a new
publicly-traded hospital holding company, Galen Health Care, Inc.
("Galen"). Immediately after the Spinoff, Humana continued to operate
the health plan business and Galen operated the hospital business.
In connection with the Spinoff, effective March 1, 1993, Humana
merged the Humana Thrift Plan and the Humana Basic Retirement Plan
to form one plan, the Humana Retirement and Savings Plan (the
"Plan"), with combined net assets valued at approximately
$526,369,000. Concurrently, the assets of the Plan which were
attributable to the benefits accrued by Galen employee participants,
valued at approximately $418,467,000, were transferred from the Plan
to the newly formed Galen Retirement and Savings Plan (the "Galen Plan").
As a result of each Humana stockholder receiving one share of common
stock of Galen, the stock funds of the Plan and the Galen Plan held
the other company's common stock. However, pursuant to the Employee
Benefits Allocation Agreement, entered into as part of the Spinoff,
Humana common stock held by the Galen Plan was exchanged for the Galen
common stock held by the Humana Plan. The exchange was based upon
the relative fair market value of each such common stock subsequent
to the Spinoff.
In conjunction with the merger of the plans, the year end was
changed to December 31 to correspond with the company year end.
2. Summary of Plan:
The Plan is a qualified, trusteed plan subject to the Employee
Retirement Income Security Act of 1974. The Plan maintains two
accounts, the Thrift Account and the Retirement Account.
Any employee of Humana and its subsidiaries who has completed at
least one year of continuous service with a sponsoring employer and
has complied with certain other service requirements is eligible to
participate in the Thrift Account of the Plan. A participant,
through payroll deductions, may contribute not less than 1% nor more
than 6% of the participant's compensation per pay period. An amount
equal to 50% of the participant's contributions is contributed by
the employer. The Board, at its option, may increase this matching
percentage up to 100%. Participants who contribute the maximum 6%
amount are eligible to make additional voluntary contributions of
amounts which do not exceed 4% of their annual compensation. These
voluntary contributions are not eligible for employer matching
contributions.
Continued
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Plan, continued:
After an employee completes two years of service, Humana makes
annual contributions to the Retirement Account equal to 4% of each
participating employee's qualifying compensation earned during the
Plan year, plus 4% of any compensation that exceeds the Social
Security taxable wage base. Contribution amounts are computed as of
the end of each Plan year and are nonforfeitable.
Contributions to the Plan by or on behalf of highly compensated
employees may be restricted in amount and as to timing so as to meet
various requirements of the Internal Revenue Code of 1986 ("IRC") as
amended.
If the employer terminates the Plan, the entire interest of each
participant shall become nonforfeitable and distributable generally
as benefits to withdrawing participants.
Contributions to the Plan are invested by National City Trust
Company ("Trustee") in three separate funds as follows:
Interest Income Fund: In obligations of the United States and
United States Government agencies, bonds, asset-backed securities,
debentures, notes or other evidences of indebtedness, shares of
preferred stock and any other property, the rate of return from
which is established by the instruments evidencing the investments,
including principal and interest contracts.
Stock Index Fund: In shares of the State Street Flagship Domestic
Index Fund which invests exclusively in securities which attempt
to match the return of the Standard and Poor's 500 Index.
Humana Common Stock Fund: In Humana common stock or, if shares
of such stock are not available for purchase or such purchase is
not authorized by law, U. S. Treasury Bills, commercial paper,
certificates of deposit and money market funds. All employer
contributions to the Thrift Account are invested in this fund.
Employer contributions may be made in cash, in shares of Humana
common stock, or a combination thereof.
A participant may allocate his/her contributions to the various
funds, in the Thrift Account, in increments of not less than 25%.
In the absence of such allocation, the participant's contributions
are invested in the Interest Income Fund. In connection with a
change in allocation of a participant's future contributions among
the three Plan funds and a change in the investment of existing
accounts ("Transfers"), the value of Transfers to or from the Humana
Common Stock Fund will reflect the price or prices at which all
shares are purchased, sold or transferred by the Trustee before, on
or after the employee's monthly election rather than transferring
strictly based on the value at the monthly closing price.
When purchasing or selling Humana common stock, the Trustee must
first offer to purchase the stock from or sell it to Humana at a
price not less favorable than could be obtained from an independent
source. If Humana declines to participate in the transaction, the
Trustee may execute the purchase or sale in the market or otherwise.
No brokerage commissions are paid on Humana stock transactions with
Humana.
Continued
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Plan, continued:
The value of a participant's interest, including employer
contributions, is generally payable upon the occurrence of one of
the following events: (1) the participant's retirement on or after
the date he/she attains age 65; (2) the participant's early
retirement after attaining age 55 and having been credited with
three years of service prior to August 31, 1989, but only two years
subsequent to that date; (3) a determination by Humana upon competent
medical or other evidence that, by reason of permanent and total
disability, the participant is incapable of performing the duties of
his/her work; or (4) the participant's death. Employee contributions
are nonforfeitable. Participants who withdraw prior to being
credited with four years of participation are eligible to receive
generally the value of employer contributions at the withdrawal
date, exclusive of those made during the two years preceding
withdrawal. Employer contributions become totally nonforfeitable
after the participant is credited with four years of participation
in the Plan.
Employer contributions forfeited as a result of withdrawal following
termination of employment will be available to reduce the amount of
subsequent employer contributions to the Thrift Account. If a
former participant is re-employed prior to five consecutive one-year
breaks in service and repays the amount of his/her distribution,
then any forfeited employer contributions are restored to his/her
account.
A participant may generally withdraw an amount from the Thrift
Account equal to the value of the participant's account as of the
valuation date following the date the withdrawal request is received
by the Plan Administrator. In addition, the Plan contains
restrictions relating to minimum withdrawals and the frequency of
withdrawals.
Benefits under the Plan are payable to withdrawing participants
including retirees as follows:
(a) A lump sum distribution in cash or, in the event of a
distribution from the Humana Common Stock Fund partially or
totally in Humana common stock, or
(b) Monthly, quarterly or annual installments for a period of 5, 10,
15 or 20 years not to exceed the life expectancy of the
participant, or the joint and last survivor expectancy of the
participant and designated beneficiary, or
(c) A life annuity form of payment, or
(d) A life annuity with guaranteed payments.
Operating expenses of the Plan are paid by the Plan.
Continued
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Plan, continued:
There were approximately 12,000 and 34,000 participants at December
31, 1993 and February 28, 1993, respectively, who had allocated
their contributions to one or more funds as follows:
<TABLE>
<CAPTION>
December 31, 1993 February 28, 1993
<S> <C> <C>
Humana Common Stock Fund 7,768 15,359
Stock Index Fund 4,780 7,697
Interest Income Fund 10,166 24,894
</TABLE>
Humana has the right, under the Plan, to discontinue its contribution
at any time and to terminate the Plan subject to the provisions of the
Employee Retirement Income Security Act of 1974. If the Plan is
terminated, the interest of each participant would continue to be
nonforfeitable and would be distributed as determined by Humana.
Effective January 1, 1994, a new account, the Pretax Savings Account,
was added to the Plan. A participant, through pretax payroll deductions,
may contribute not less than 1% nor more than 6% of the participants'
compensation per pay period. An amount equal to 50% of the participant's
contribution is contributed by the employer. Participants who contribute
the maximum 6% amount are eligible to make additional pretax
contributions of amounts which do not exceed 8% of their annual
compensation. These voluntary contributions are not eligible for
employer contributions. With the addition of the Pretax Savings Account,
no contributions will be made to the Thrift Account after December 31,
1993.
3. Summary of Significant Accounting Policies:
Benefits are recorded when paid.
Net appreciation in fair value of investments consists of both realized
gains or losses and unrealized appreciation or depreciation.
Investments in securities traded on a national securities exchange are
valued at the last reported sales price on the last business day of the
period; securities traded in the over-the-counter market and listed
securities for which no sale was reported on that date are valued at
the mean between the last reported bid and asked prices.
The fair values of units in the ILA Treasury Portfolio, the NCC
Funds Government Portfolio, and the NCB Capital Preservation Fund are
determined by the Trustee based upon the securities comprising the funds.
The fair values for those securities represent the last recorded sale
of the year. In the absence of recorded sales, and for securities not
listed on a national securities exchange, the fair values represent
the mean of bid and asked prices obtained from brokers.
Continued
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
3. Summary of Significant Accounting Policies, continued:
The Interest Income Fund investments include investment
contracts, collateralized mortgage obligations, bonds and asset-
backed securities. Each investment contract is carried at fair
value, which represents contributions plus interest earned and
paid at specified rates. The collateralized mortgage
obligations, bonds and asset-backed securities are recorded at
fair value. These securities are not listed on a national
securities exchange. The fair values represent the mean of bid
and asked prices obtained from brokers. The rates of interest
for the collateralized mortgage obligations generally are
floating rates based on the London Interbank Offered Rate. The
rates of interest for bonds and asset-backed securities are
fixed.
4. Investments:
The following table sets forth the fair value of investments at
December 31, 1993. Investments that represent 5% or more of the
Plan's net assets as well as investments in excess of $2,000,000
as of December 31, 1993 have been separately identified:
<TABLE>
<CAPTION>
Par or Maturity
Value/Number of
Units or Shares Fair Value
<S> <C> <C>
Common stocks:
Humana Inc. 4,174,765 $ 74,123,681
State Street Flagship
Domestic Index Fund 233,013 16,216,557
90,340,238
NCC Funds Government Portfolio 5,345,816 5,345,816
NCB Capital Preservation Fund 11,426,678 11,426,678
Investment contracts at
contract value:
Bankers Trust Co. $ 2,038,836 2,038,836
Canada Life Insurance Co. $ 3,000,000 3,000,000
New York Life Insurance Co. $ 3,890,761 3,890,761
New York Life Insurance Co. $ 2,858,694 2,858,694
Protective Life Insurance Co. $ 2,330,991 2,330,991
Provident Life & Accident
Insurance Co. $ 2,084,215 2,084,215
Others $19,104,092 19,104,092
35,307,589
Bonds and asset-backed securities:
Various $ 3,163,159 3,202,886
$145,623,207
</TABLE>
Continued
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
4. Investments, continued:
During the ten months ended December 31, 1993, the Plan's investments
(including investments bought, sold and held during the period)
appreciated (depreciated) in value as follows:
Common stocks $45,328,717
Collateralized mortgage obligations (6,556)
Bonds and asset-backed securities (52,941)
$45,269,220
The per share price of Humana common stock was $17.75 at December 31,
1993.
5. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for
benefits per the accompanying financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31, February 28,
1993 1993
<S> <C> <C>
Net assets available for
benefits per the
financial statements $154,012,993 $269,074,334
Amount allocated to with-
drawn participants (2,260,295)
Net assets available for
benefits per the Form 5500 $151,752,698 $269,074,334
</TABLE>
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for benefit claims that have been processed and approved
for payment prior to December 31 but not yet paid as of that date.
6. Income Tax Status:
The Plan is a qualified employees' trust under Section 401(a) of the
IRC, as amended, and as such is subject to Internal Revenue Service
regulations for such plans and is exempt from federal income taxes
under Section 501(a). Participation in the Plan could affect a
participant's ability to make a tax-deductible contribution to an
Individual Retirement Account (IRA).
Employee contributions made to the Thrift Account in the Plan are made
with after-tax dollars, but investment earnings accumulate tax-deferred
until money is withdrawn from the Plan. The Tax Reform Act of 1986
changed the way in which withdrawals from this type of plan are taxed.
Continued
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
6. Income Tax Status, continued:
Certain amounts contributed before January 1, 1987 can be withdrawn
without current taxes on the amount withdrawn. The withdrawal is
considered to be after-tax contributions from the period before the
Tax Reform Act and does not include investment earnings. If amounts
withdrawn are greater than pre-1987 contributions, such amounts are
first considered to come proportionately from post-1986 contributions
(after-tax) and from investment earnings on the contributions. Any
distributions in excess of these amounts come from vested Company
contributions. The portion attributed to investment earnings and
vested Company contributions is taxed as income when withdrawn. In
addition, if a participant is younger than age 59 1/2, the taxed
amount will also be subject to a 10% penalty tax for early withdrawal
unless the withdrawal is for reasons specified in the tax law,
including retirement after age 55, disability or death.
If a lump-sum distribution is made from the Plan, a participant may
continue to defer current taxation by transferring the portion that
has not been previously taxed to an IRA within 60 days. The amount
rolled over is not taxable until the participant (or the
participant's beneficiary, if the participant dies) withdraws from
the IRA (generally after age 59 1/2). The amount withdrawn each year
is then taxable as ordinary income.
A lump-sum distribution that is eligible for this special treatment
is a payment of the entire balance in the Plan account
(contributions, vested Company contributions and earnings on these
balances), but only if the distribution is payable because of:
(a) death or disability,
(b) reaching age 59 1/2, or
(c) discontinuance of employment with the Company
If a distribution is not rolled over, the tax treatment depends on
several factors - age, length of participation in the Plan, the
portion taken as current income (if any) and a decision on which of
the tax treatments available is most advantageous.
If a participant receives a qualifying lump-sum distribution from the
Plan, has participated in the Plan for at least five years before the
year in which a distribution is made and if the participant is at
least age 59 1/2, five-year averaging is available. (If age 50 or
older on January 1, 1986, ten-year averaging at 1986 rates can be
used.) The use of averaging is a one-time option.
If a participant rolls over only part of the distribution into an
IRA, the participant must include the remainder in ordinary income
and may not use averaging treatment to compute the tax.
Regardless of years of participation in the Plan, if a participant
receives a lump-sum distribution (as described above) that includes
Humana common stock that has appreciated in value since it was
purchased by the Trustee, the participant may defer paying tax on
that appreciation until the stock is sold. This option also applies
to the portion of a distribution of Humana common stock that was
purchased with employee contributions, even if the distribution does
not qualify as a lump-sum distribution.
12
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
6. Income Tax Status, continued:
A distribution before age 59 1/2 of amounts other than employee
contributions that is not rolled over is generally subject to a 10%
penalty tax in addition to the regular income tax. However, this
additional tax does not apply to distributions made for reasons
specified in the tax law, including death, disability or retirement
after age 55.
Effective January 1, 1993, any distribution that has not previously
been taxed is subject to a 20% federal tax withholding by the
sponsoring employer unless the participant has elected a direct
transfer to an IRA or the qualified plan of another employer at the
distribution date.
Continued
13
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
7. Activity by Fund for the Ten Months Ended December 31, 1993:
<TABLE>
<CAPTION>
Interest Stock Humana
Income Index Common Stock
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Additions to net assets:
Investment income:
Net appreciation
(depreciation) in fair
value of investments $ (59,497) $ 1,115,949 $ 44,212,768 $ 45,269,220
Interest 3,278,951 2,005 13,997 3,294,953
3,219,454 1,117,954 44,226,765 48,564,173
Contributions:
Participants 2,873,448 1,729,469 1,822,353 6,425,270
Employer 4,288,695 1,769,696 2,985,141 9,043,532
Forfeited employer
contributions (706,995) (706,995)
Transfer from Humana
Basic Retirement Plan 184,376,569 45,913,207 27,004,670 257,294,446
Total additions 194,758,166 50,530,326 75,331,934 320,620,426
Deductions from net assets:
Benefits paid
to participants 9,123,767 1,306,574 6,619,170 17,049,511
Administrative expenses 79,344 28,110 57,728 165,182
Interfund transfers (1,269,512) (839,930) 2,109,442
Transfer to Galen Plan 259,771,446 49,923,656 108,771,972 418,467,074
Total deductions 267,705,045 50,418,410 117,558,312 435,681,767
Net increase (decrease) (72,946,879) 111,916 (42,226,378) (115,061,341)
Net assets available
for benefits:
Beginning of period 132,642,663 17,976,840 118,454,831 269,074,334
End of period $ 59,695,784 $18,088,756 $ 76,228,453 $154,012,993
</TABLE>
14
<PAGE>
HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002 EIN #61-0647538
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
(Item 27a of Form 5500)
<TABLE>
<CAPTION>
Stated Par or Maturity
Issuer Maturity Value/Number of
Issuer Rate Date Units or Shares Cost Fair Value
<S> <C> <C> <C> <C> <C>
Common stocks:
Humana Inc. 4,174,765 $ 34,140,246 $ 74,123,681
State Street Flagship
Domestic Index Fund 233,013 13,585,309 16,216,557
47,725,555 90,340,238
NCC Funds Government Portfolio 5,345,816 5,345,816 5,345,816
NCB Capital Preservation Fund 11,426,678 11,426,678 11,426,678
16,772,494 16,772,494
Investment contracts at
contract value:
Bankers Trust Co. 8.83% 06/1999 $1,506,991 1,506,991 1,506,991
Bankers Trust Co. 8.54% 04/1997 $2,038,836 2,038,836 2,038,836
Canada Life Insurance Co. 5.71% 09/1998 $3,000,000 3,000,000 3,000,000
Commonwealth Life Insurance Co. $1,412,388 1,412,388 1,412,388
Confederation Life Insurance Co.,
Group Annuity Contract 8.46% 05/1996 $ 711,780 711,780 711,780
Confederation Life Insurance Co.,
Group Annuity Contract 9.34% 05/1994 $1,398,595 1,398,595 1,398,595
Confederation Life Insurance Co.,
Group Annuity Contract 9.44% 05/1995 $ 996,492 996,492 996,492
Hartford Life Insurance Co. 9.18% 11/1994 $ 284,712 284,712 284,712
Life Insurance Co. of Georgia,
Group Annuity Contract 8.20% 10/1994 $1,631,694 1,631,694 1,631,694
Massachusetts Mutual Life
Insurance Co., Group
Annuity Contract 9.13% 05/1994 $ 854,136 854,136 854,136
Massachusetts Mutual Life
Insurance Co., Group
Annuity Contract 9.13% 05/1994 $1,398,595 1,398,595 1,398,595
</TABLE>
15
<PAGE>
HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002 EIN #61-0647538
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, Continued
December 31, 1993
(Item 27a of Form 5500)
<TABLE>
<CAPTION>
Stated Par or Maturity
Issuer Maturity Value/Number of
Issuer Rate Date Units or Shares Cost Fair Value
<S> <C> <C> <C> <C> <C>
Metropolitan Life Insurance Co. 8.30% 01/1998 $ 389,919 389,919 389,919
Metropolitan Life Insurance Co. 8.60% 11/1994 $ 186,523 186,523 186,523
Metropolitan Life Insurance Co. 8.55% 01/1998 $ 746,093 746,093 746,093
New York Life Insurance Co.,
Group Annuity Contract 7.42% 05/1997 $3,890,761 3,890,761 3,890,761
New York Life Insurance Co.,
Group Annuity Contract 7.43% 05/1997 $2,858,694 2,858,694 2,858,694
Ohio National Life Insurance
Co., Group Annuity Contract 8.65% 11/1994 $ 569,423 569,423 569,423
Ohio National Life Insurance
Co., Group Annuity Contract 8.65% 11/1994 $1,165,496 1,165,496 1,165,496
Ohio National Life Insurance
Co., Group Annuity Contract 9.39% 05/1995 $ 932,396 932,396 932,396
Ohio National Life Insurance
Co., Group Annuity Contract 9.39% 05/1995 $ 569,424 569,424 569,424
Principal Mutual Life
Insurance Co. 8.62% 05/1997 $ 878,504 878,504 878,504
Principal Mutual Life
Insurance Co. 8.62% 05/1998 $ 878,504 878,504 878,504
Protective Life Insurance Co.,
Group Annuity Contract 8.70% 05/1996 $ 996,492 996,492 996,492
Protective Life Insurance Co.,
Group Annuity Contract 9.62% 05/1995 $2,330,991 2,330,991 2,330,991
Provident Life Insurance Co.,
Group Annuity Contract 7.70% 05/1997 $1,595,935 1,595,935 1,595,935
Provident Life and Accident
Insurance Co., Group
Annuity Contract 7.72% 05/1997 $2,084,215 2,084,215 2,084,215
35,307,589 35,307,589
Bonds and asset-backed securities:
Case Equipment Trust 5.40% 12/1995 $ 392,827 392,520 396,402
GMAC Grantor Trust 6.75% 06/1996 $1,003,731 1,031,490 1,022,862
GMAC Grantor Trust 4.50% 09/1997 $ 939,370 935,407 941,418
Select Auto Receivable Trust 7.40% 05/1996 $ 827,231 842,353 842,204
3,201,770 3,202,886
$103,007,408 $145,623,207
</TABLE>
16
<PAGE>
HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002 EIN #61-0647538
SCHEDULE OF REPORTABLE TRANSACTIONS
For the ten months ended December 31, 1993
(Item 27d of Form 5500)
<TABLE>
<CAPTION>
Sales of Assets
Issuer Purchase Selling Cost of Asset Gain
<S> <C> <C> <C> <C>
NCC Funds Government
Portfolio $81,204,343 $84,443,169 $84,443,169
</TABLE>
17
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma financial information for the Plan includes the
Humana Thrift Plan ("historical") adjusted for the transfer of the assets
from the Humana Basic Retirement Plan and the transfer of the plan assets
accrued by Galen participants to the Galen Plan. The unaudited pro forma
Statement of Net Assets Available for Benefits at February 28, 1993,
presents the plan financial position assuming the plans were separated as
of February 28, 1993. The unaudited pro forma Statement of Changes in Net
Assets Available for Benefits for the ten months ended December 31, 1993,
the six months ended February 28, 1993, and the year ended August 31, 1992,
present the results of operations of the Plan assuming the transfer of the
plan assets from the Humana Basic Retirement Plan and the transfer of the
plan assets accrued by Galen participants to the Galen Plan had occurred
prior to September 1, 1991, and include all material pro forma adjustments
necessary for this purpose.
The unaudited pro forma financial information of the Plan should be read
in conjunction with the audited financial statements contained in this
report. The pro forma data is for informational purposes only and may not
necessarily reflect future operations and financial position or what the
results of operations or financial position would have been, had the Plan
been operated as a separate plan.
18
<PAGE>
PRO FORMA STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
February 28, 1993
<TABLE>
<CAPTION>
Pro Forma Adjustments
Transfer of Transfer of
Assets from the Plan Assets
ASSETS Humana Basic to Galen
Historical Retirement Plan Plan Pro Forma
<S> <C> <C> <C> <C>
Investments:
Common stocks $135,858,409 $ 56,262,315 $(144,555,872) $ 47,564,852
ILA Treasury Portfolio 66,957 5,000,000 (4,274,565) 792,392
NCC Funds Government Portfolio 8,584,642 46,767,694 (45,195,260) 10,157,076
Investment contracts 99,524,798 107,966,657 (168,922,605) 38,568,850
Collateralized mortgage
obligations 4,906,319 (4,579,385) 326,934
Bonds and asset-backed
securities 16,531,085 13,932,882 (24,649,687) 5,814,280
Total investments 265,472,210 229,929,548 (392,177,374) 103,224,384
Cash 25,284 (25,284)
Receivable from participating
employers for participant
withholdings and employer
contributions 1,075,692 22,987,211 (20,513,803) 3,549,100
Amount due from broker 2,184,487 (1,844,554) 339,933
Accrued interest and dividends 7,091,755 2,650,916 (7,749,289) 1,993,382
Total assets 273,639,657 257,777,446 (422,310,304) 109,106,799
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Cash overdraft 4,466,535 (3,382,396) 1,084,139
Amount due to broker 483,000 (393,098) 89,902
Forfeited employer contributions
available to reduce future
employer contributions 98,788 (67,736) 31,052
Total liabilities 4,565,323 483,000 (3,843,230) 1,205,093
Net assets available for benefits $269,074,334 $257,294,446 $(418,467,074) $107,901,706
</TABLE>
19
<PAGE>
PRO FORMA STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
For the ten months ended December 31, 1993
<TABLE>
<CAPTION>
Pro Forma Adjustments
Transfer of Transfer of
Assets from the Plan Assets
Humana Basic to Galen
Historical Retirement Plan Plan Pro Forma
<S> <C> <C> <C> <C>
Additions to net assets:
Investment income:
Net appreciation in fair
value of investments $ 45,269,220 $ 45,269,220
Interest 3,294,953 3,294,953
48,564,173 48,564,173
Contributions:
Participants 6,425,270 6,425,270
Employer 9,043,532 9,043,532
Forfeited employer contributions (706,995) (706,995)
Transfer from Humana Basic
Retirement Plan 257,294,446 $(257,294,446)
Total additions 320,620,426 (257,294,446) 63,325,980
Deductions from net assets:
Benefits paid to participants 17,049,511 17,049,511
Administrative expenses 165,182 165,182
Transfer to Galen Plan 418,467,074 $(418,467,074)
Total deductions 435,681,767 (418,467,074) 17,214,693
Net increase (decrease) (115,061,341) (257,294,446) 418,467,074 46,111,287
Net assets available for benefits:
Beginning of period 269,074,334 257,294,446 (418,467,074) 107,901,706
End of period $154,012,993 $ $ $154,012,993
</TABLE>
20
<PAGE>
PRO FORMA STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
For the six months ended February 28, 1993
<TABLE>
<CAPTION>
Pro Forma Adjustments
Transfer of Transfer of
Assets from the Plan Assets
Humana Basic to Galen
Historical Retirement Plan Plan Pro Forma
<S> <C> <C> <C> <C>
Additions to net assets:
Investment income (loss):
Net appreciation (depreciation)
in fair value of investments $ (6,092,941) $ 1,577,382 $ 3,244,571 $ (1,270,988)
Interest 5,006,650 5,239,306 (8,655,042) 1,590,914
Dividends 2,678,759 506,564 (2,382,566) 802,757
1,592,468 7,323,252 (7,793,037) 1,122,683
Contributions:
Participants 26,451,848 (21,089,256) 5,362,592
Employer 9,600,678 23,096,157 (25,801,724) 6,895,111
Forfeited employer contributions (322,006) 240,796 (81,210)
Total additions 37,322,988 30,419,409 (54,443,221) 13,299,176
Deductions from net assets:
Benefits paid to participants 34,068,357 12,380,611 (36,913,713) 9,535,255
Administrative expenses 9,323 (7,285) 2,038
Total deductions 34,068,357 12,389,934 (36,920,998) 9,537,293
Net increase (decrease) 3,254,631 18,029,475 (17,522,223) 3,761,883
Net assets available for benefits:
Beginning of period 265,819,703 239,264,971 (400,944,851) 104,139,823
End of period $269,074,334 $257,294,446 $(418,467,074) $107,901,706
</TABLE>
21
<PAGE>
PRO FORMA STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
For the year ended August 31, 1992
<TABLE>
<CAPTION>
Pro Forma Adjustments
Transfer of Transfer of
Assets from the Plan Assets
Humana Basic to Galen
Historical Retirement Plan Plan Pro Forma
<S> <C> <C> <C> <C>
Additions to net assets:
Investment income (loss):
Net appreciation (depreciation)
in fair value of investments $(64,280,387) $ (9,819,672) $ 55,282,880 $(18,817,179)
Interest 9,837,181 9,703,450 (16,004,364) 3,536,267
Dividends 4,917,595 908,792 (4,357,121) 1,469,266
(49,525,611) 792,570 34,921,395 (13,811,646)
Contributions:
Participants 54,719,345 (43,388,780) 11,330,565
Employer 19,897,448 42,012,718 (48,678,851) 13,231,315
Forfeited employer contributions (758,291) 567,050 (191,241)
Total additions 24,332,891 42,805,288 (56,579,186) 10,558,993
Deductions from net assets:
Benefits paid to participants 47,537,593 19,049,311 (52,749,077) 13,837,827
Administrative expenses 37,847 (29,562) 8,285
Total deductions 47,537,593 19,087,158 (52,778,639) 13,846,112
Net increase (decrease) (23,204,702) 23,718,130 (3,800,547) (3,287,119)
Net assets available for benefits:
Beginning of period 289,024,405 215,546,841 (397,144,304) 107,426,942
End of period $265,819,703 $239,264,971 $(400,944,851) $104,139,823
</TABLE>
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Humana
Retirement and Savings Plan, as successor by merger of the Humana Thrift Plan
and the Humana Basic Retirement Plan has duly caused this report to be signed
by the undersigned thereunto duly authorized.
HUMANA RETIREMENT AND SAVINGS PLAN
BY:
/s/Arthur P. Hipwell
Arthur P. Hipwell
Senior Vice President and
General Counsel
June 29, 1994
23
<PAGE>
Exhibit Index
Exhibit 23 Consent of Coopers & Lybrand
24
Exhibit 23
CONSENT OF COOPERS & LYBRAND
We consent to the incorporation by reference in the Registration Statement
of the Humana Retirement and Savings Plan on Form S-8 (File No. 33-49305)
of our report dated June 24, 1994, on our audits of the financial
statements and supplemental schedules of the Humana Retirement and Savings
Plan as of December 31, 1993 and February 28, 1993, and for the ten months
ended December 31, 1993, which report is included in this Annual Report on
Form 11-K.
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
Louisville, Kentucky
June 28, 1994
25
