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 fiscal year ended December 31, 1995
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
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 21
I N D E X
Pages
Report of Independent Accountants 3
Financial Statements:
Statement of Net Assets Available for Benefits,
December 31, 1995 and 1994 4
Statement of Changes in Net Assets Available for
Benefits for the years ended December 31, 1995
and 1994 5
Notes to Financial Statements 6-15
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes,
December 31, 1995 (Item 27a of Form 5500) 16-17
Schedule of Reportable Transactions for the year
ended December 31, 1995 (Item 27d of Form 5500) 18
Signature Page 19
Exhibit Index 20
Exhibit 23 - Consent of Coopers & Lybrand L.L.P. 21
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement and Savings Plan Committee
Humana Inc.
We have audited the accompanying statement of net assets available for
benefits of the Humana Retirement and Savings Plan (the "Plan") as of
December 31, 1995 and 1994, and the related statement of changes in net
assets available for benefits for the years ended December 31, 1995 and 1994.
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, 1995 and 1994, and the changes in net assets available
for benefits for the years ended December 31, 1995 and 1994, 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 footnotes 8 and 9
is presented for purposes of additional analysis rather than to present
the changes in net assets available for plan benefits of each fund in the
basic financial statements. 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 L.L.P.
Louisville, Kentucky
June 14, 1996
HUMANA RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
<TABLE>
<S> <C> <C>
ASSETS
1995 1994
Investments:
At fair value:
Common stocks $ 194,162,703 $ 140,222,042
NC Capital Preservation Fund 10,548,080 12,121,951
Armada Government Fund 6,165,701 3,297,527
Investment contracts 4,187,783 44,217,271
Participant notes receivable 3,624,206 2,311,238
Bonds and asset-backed securities 173,494 1,335,170
218,861,967 203,505,199
At contract value:
Investment Contracts 49,647,896
Total investments 268,509,863 203,505,199
Receivable from participating
employers for participant withholdings
and employers' contributions 13,263,046 11,530,641
Accrued interest and dividends 112,843 1,141,836
Total assets 281,885,752 216,177,676
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Cash overdraft 97,738
Due to brokers for securities purchased 79,325 258,894
Accrued expenses 187,536 216,857
Forfeited employers' contributions
available to reduce future
employers' contributions 103,368 141,911
Total liabilities 467,967 617,662
Net assets available for benefits $ 281,417,785 $ 215,560,014
</TABLE>
The accompanying notes are an integral
part of the financial statements.
HUMANA RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the years ended December 31, 1995 and 1994
<TABLE>
<S> <C> <C>
1995 1994
Additions to net assets:
Investment income:
Net appreciation in fair value of
investments $ 33,796,362 $ 19,849,368
Interest 4,737,737 4,274,432
Dividends 2,131,264 562,889
40,665,363 24,686,689
Contributions:
Participants 16,506,721 14,552,315
Employers 19,350,367 16,216,776
Forfeited employers' contributions (215,876) (360,585)
Transfer from Prime Health 401(k) and
Retirement Plans 19,810,089
Transfer from CareNetwork 401(k)
Salary Reduction Plan and Trust 2,445,836
Total additions 78,752,411 74,905,284
Deductions from net assets:
Benefits paid to participants 12,572,425 13,044,952
Administrative expenses 322,215 313,311
Total deductions 12,894,640 13,358,263
Net increase 65,857,771 61,547,021
Net assets available for benefits:
Beginning of period 215,560,014 154,012,993
End of period $ 281,417,785 $ 215,560,014
</TABLE>
The accompanying notes are an integral
part of the financial statements
NOTES TO FINANCIAL STATEMENTS
1. Summary of Plan:
The Humana Retirement and Savings Plan (the "Plan") is a qualified,
trusteed plan established for the benefit of the employees of Humana Inc.
and its subsidiaries ("Humana") and is subject to the Employee Retirement
Income Security Act of 1974 (the "Act"). The Plan maintained two accounts,
the Thrift Account and the Retirement Account, prior to January 1, 1994.
No further contributions were accepted into the Thrift Account subsequent to
December 31, 1993, as a new Pretax Savings Account was added to the Plan
effective January 1, 1994. All Thrift Account balances as of December 31,
1993, remained in the Plan.
Any employee of Humana who has completed at least one year of service
with a sponsoring employer and has completed 1,000 hours of service is
eligible to participate in the Plan's Pretax Savings Account. 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 Humana. The Board of
Directors of Humana, at its option, may increase this matching percentage
up to 100%. Participants who contribute the maximum 6% amount are eligible
to make voluntary contributions of amounts which do not exceed an additional
8% of their annual compensation. These voluntary contributions are not
subject to employer matching contributions.
After an employee completes two years of service with a sponsoring employer
and has complied with certain other service requirements, Humana makes annual
contributions to the Retirement Account of the Plan 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 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 Humana 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
(the "Trustee") in seven separate participant directed investment funds as
follows:
Interest Income Fund: In obligations of the United States and United
States Government agencies, 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 units of the State Street Flagship Domestic
Index Comingled Trust 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, in U.S. Treasury
Bills, commercial paper, certificates of deposit and money market funds as
determined by the Trustee. All employer contributions to the Pretax Savings
Account are invested in this fund. Employer contributions may be made in
cash, in shares of Humana common stock, or a combination thereof. At
December 31, 1995 and 1994, this fund included $69,269,143 and $54,988,462,
respectively, of non-participant directed funds related to the 401(k)
employer match.
Continued
NOTES TO FINANCIAL STATEMENTS, Continued
1. Summary of Plan, continued:
Aggressive Growth Fund: In shares of Fidelity Contrafund which invests
in common stocks and securities convertible into common stock which have
market values appearing low relative to underlying value or future earnings
and growth potential. The Fidelity Contrafund may also invest in, among
other investments, convertible securities, warrants, preferred stock, bonds,
foreign securities, covered call options, put options, repurchase agreements,
and cash equivalent securities.
Balanced Fund: In shares of Fidelity Balanced Fund which invests in
common and preferred stocks, straight debt issues (including government
securities) or debt securities with equity conversion or purchase rights and
in cash and cash equivalents, the objective of which is to emphasize current
income while secondarily striving to attain capital growth.
International Fund: In shares of Harbor International Fund which invests
in equity securities, American Depositary Receipts, European Depositary
Receipts, securities convertible into common stock, government
securities, and non-convertible preferred stocks of issuers domiciled
outside the United States so as to achieve long-term growth of capital.
The Harbor International Fund may also invest in cash equivalent securities,
such as Treasury bills, commercial paper and certificates of deposit.
Small Capitalization Fund: In shares of Provident Small Cap Fund which
invests in equity securities consisting primarily of emerging growth
companies and companies selected for investment because of their unique
situation. The Provident Small Cap Fund may also invest in cash equivalent
securities, such as U.S. Treasury bills, commercial paper and certificates
of deposit.
A participant may allocate his/her contributions to the Pretax Savings
Account and Humana's contribution to the Retirement Account among the
various funds in increments of not less than 1%. In the absence of such
allocation, these contributions are invested in the Interest Income Fund.
In connection with a change in allocation of a participant's or Humana's
future contributions among the seven 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 before, on or
after the participant's monthly election rather than transferring strictly
based on the value at the monthly closing price.
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 two years of service; (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 from the Pretax Savings Account
prior to being credited with four years of participation or five years of
service with Humana 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 or five years of service with Humana.
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 Pretax Savings Account. If a
former participant
Continued
NOTES TO FINANCIAL STATEMENTS, Continued
1. Summary of Plan, continued:
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. Effective January 1, 1994, in the event funds are needed
because of extreme financial hardship as defined by law, the participant
may be allowed to make a withdrawal from his/her Pretax Savings Account.
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.
There were approximately 13,000 and 12,000 participants at December 31,
1995 and 1994, respectively, who had allocated their contributions to one
or more funds as follows:
<TABLE>
1995 1994
<S> <C> <C>
Interest Income Fund 11,946 10,905
Humana Common Stock Fund 10,053 9,239
Stock Index Fund 5,656 5,370
Aggressive Growth Fund 4,466 3,751
Balanced Fund 3,980 3,511
Small Capitalization Fund 3,192 2,607
International Fund 2,680 2,287
</TABLE>
Effective January 1, 1994, participants may borrow from their fund
accounts. The aggregate of the loans to a participant shall not exceed
the lesser of $50,000 or 50% of the vested portion of his/her participant
contribution accounts, voluntary contribution accounts plus his/her employer
thrift and pretax savings accounts to which he/she would be entitled to if
he/she incurred a termination of employment. The minimum a participant may
borrow is $500. Loan transactions are treated as a transfer to (from) the
investment fund
Continued
NOTES TO FINANCIAL STATEMENTS, Continued
1. Summary of Plan, continued:
from (to) the Participant Notes Fund. Loan terms range from one to four
years or up to ten years for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear
interest at a reasonable rate in accordance with Department of Labor rules
and regulations, as determined by the Plan Administrator. Principal and
interest is paid ratably through payroll deductions.
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 Act.
If the Plan is terminated, the interest of each participant would continue to
be nonforfeitable and would be distributed as determined by Humana.
2. Merger:
Effective July 6, 1995, the assets of CareNetwork, Inc.'s, a wholly owned
subsidiary of Humana, CNI 401(k) Salary Reduction Plan and Trust were merged
with the Plan. The market value of the assets transferred was $2,445,836.
Effective January 1, 1994, the assets of two 401(k) plans and a retirement
plan of a wholly-owned subsidiary of Humana were merged with the Plan ( the
"Prime Health Plans"). The market value of the assets transferred were
as follows:
Prime Health 401 (k) Plan for employees covered by a
Collective Bargaining Agreement $ 1,107,060
Prime Health 401(k) Plan 5,390,460
Prime Health Retirement Plan 13,312,569
$ 19,810,089
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 Armada Government Funds (formerly NCC
Funds Government Portfolio), and the NC Capital Preservation Fund (formerly
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
Continued
NOTES TO FINANCIAL STATEMENTS, Continued
3. Summary of Signifigant Accounting Policies, Continued
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 certified investment
brokers.
The Interest Income Fund investments include, among others, investment
contracts, collateralized mortgage obligations, bonds, asset-backed
securities and other fixed income obligations such as commercial paper.
Effective January 1, 1995, the Plan adopted Statement of Position 94-4
(SOP 94-4), Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Plans. SOP 94-4 requires each
investment contract for insurance companies to be carried at contract
value, which represents contributions plus interest earned at specified
rates. Prior to January 1, 1995, investment contracts for insurance
companies were carried at fair value. Investment contracts for banks are
carried at fair value. 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 certified investment brokers.
4. Investments:
The following table sets forth the fair value/contract value of investments
at December 31, 1995. 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, 1995 have been separately identified:
<TABLE>
Par or Maturity
Value/Number of Fair Value/
Issuer Units or Shares Contract Value
<S> <C> <C>
Investments at Fair Value:
Common Stocks:
Humana Inc. Common Stock 4,699,972 $ 128,661,734
State Street Flagship Domestic
Index Fund 278,402 27,022,268
Fidelity Balanced Fund 686,289 9,278,626
Harbor International Fund 228,679 6,366,437
Provident Small Cap Fund 479,845 7,039,326
Fidelity Contrafund 415,421 15,794,312
194,162,703
Obligations due within one year:
NC Capital Preservation Fund 10,548,080 10,548,080
Armada Government Fund 6,165,701 6,165,701
16,713,781
Investment contracts - Banks:
Bankers Trust Co. $ 2,402,737 2,402,737
Other $ 1,785,046 1,785,046
4,187,783
Continued
NOTES TO FINANCIAL STATEMENTS, Continued
Par or Maturity
Value/Number of FairValue/
Issuer Units or Shares Contract Value
Bonds and asset-backed securities:
Various $ 174,135 173,494
Participant notes receivable:
Various $ 3,624,206 3,624,206
Investments at Contract Value:
Investment Contracts Insurance Companies:
Canada Life Assurance Co. $ 3,000,000 3,096,921
Commonwealth Life Insurance Co. $ 4,000,000 4,292,000
Continental Assurance Co. $ 3,000,000 3,056,298
Life of Virginia $ 2,000,000 2,098,946
Lincoln National Life Insurance Co. $ 3,000,000 3,244,884
Metropolitan Life Insurance Co. $ 4,000,000 4,107,726
New York Life Insurance Co. $ 3,234,409 3,247,488
New York Life Insurance Co. $ 4,416,871 4,435,841
New York Life Insurance Co. $ 3,000,000 3,161,562
Protective Life Insurance Co. $ 2,330,991 2,448,065
Provident Life & Accident
Insurance Co. $ 2,418,439 2,433,762
Prudential Insurance Co. $ 2,000,000 2,085,499
TransAmerica Accidental Life
Insurance Co. $ 3,000,000 3,182,795
Others $ 8,268,857 8,756,109
49,647,896
$ 268,509,863
</TABLE>
During the year ended December 31, 1995, the Plan's investments (including
investments bought, sold and held during the period) appreciated in value as
follows:
Common stocks $ 33,779,507
Bonds and asset-backed securities 16,855
$ 33,796,362
The per share closing price of Humana common stock was $27.375 on December
29, 1995 (the last trading day of 1995). On June 14, 1996, the per share
closing price of Humana common stock was $18.50.
Continued
NOTES TO FINANCIAL STATEMENTS, Continued
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>
<S> <C> <C>>
December 31, 1995 December 31, 1994
Net assets available for benefits
per the financial statements $ 281,417,785 $ 215,560,014
Amount allocated to withdrawn
participants (756,251) (939,918)
Net assets available for benefits
per the Form 5500 $ 280,661,534 $ 214,620,096
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
For the year ended For the year ended
December 31,1995 December 31, 1994
Benefits paid to participants
per the financial statements $ 12,572,425 $ 13,044,952
Add: Amounts allocated to
withdrawing participants at
end of year 756,251 939,918
Less: Amounts allocated to
withdrawing participants at
beginning of year (939,918) (2,260,295)
Less: Amounts allocated to
withdrawing participants for
the Prime Health Plans
at December 31, 1993 (79,713)
Benefits paid to participants
per the Form 5500 $ 12,388,758 $ 11,644,862
</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.
Continued
NOTES TO FINANCIAL STATEMENTS, Continued
6. Subsequent Event:
On October 11, 1995 the Company completed its acquisition of EMPHESYS
Financial Group, Inc. ("EMPHESYS") for a total purchase price of
approximately $650 million. Effective April 1, 1996, the assets of
Employers Health Insurance Profit Sharing Plan (a qualified defined
contribution plan of EMPHESYS) were merged with the Plan. The market
value of the net assets of EMPHESYS at the time of the transfer were
$91,180,085.
7. Income Tax Status:
The Internal Revenue Service has determined and informed Humana by a
letter dated May 19, 1994, that the Plan and related trust are designed
in accordance with applicable sections of the IRC. The Plan administrator
and the Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRC.
NOTES TO FINANCIAL STATEMENTS, Continued
8. Activity by Fund for Year Ended December 31, 1995:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Humana Small
Income Stock Index Common Aggressive Balanced International Capitalization Participant
Fund Fund Stock Fund Growth Fund Fund Fund Fund Notes Fund Total
Additions to
net assets:
Investments income:
Net appreciation
in fair value of
investments $ 16,854 $ 7,282,750 $ 21,952,019 $ 2,399,115 $ 726,434 $ 694,582 $ 724,608 $ 33,796,362
Interest 4,480,403 1,310 21,405 3,572 2,203 1,401 1,622 $ 225,821 4,737,737
Dividends 1,239,362 351,243 119,329 421,330 2,131,264
4,497,257 7,284,060 21,973,424 3,642,049 1,079,880 815,312 1,147,560 225,821 40,665,363
Contributions:
Participants 2,571,118 1,511,612 4,160,731 3,102,809 2,329,219 1,273,477 1,557,755 16,506,721
Employers 8,133,603 1,760,797 8,090,570 570,396 285,005 248,434 261,562 19,350,367
Forfeited
employers'
contributions (215,876) (215,876)
Transfer from
CareNetwork
401 (k) Salary
Reduction
Plan and Trust 968,117 173,807 372,216 191,956 271,514 145,590 126,824 195,812 2,445,836
Total additions 16,170,095 10,730,276 34,381,065 7,507,210 3,965,618 2,482,813 3,093,701 421,633 78,752,411
Deductions from
net assets:
Benefits paid
to participants 5,065,892 914,786 4,971,191 654,072 373,711 218,279 253,859 120,635 12,572,425
Administrative
expenses 100,777 42,303 139,535 15,167 9,699 6,737 7,997 322,215
Interfund
Transfers 1,465,073 393,022 (172,437) (734,783) 339,778 (14,125) (215,702)(1,060,826)
Total deductions 6,631,742 1,350,111 4,938,289 (65,544) 723,188 210,891 46,154 (940,191) 12,894,640
Net increase 9,538,353 9,380,165 29,442,776 7,572,754 3,242,430 2,271,922 3,047,547 1,361,824 65,857,771
Net assets available
for benefits:
Beginning
of period 69,013,374 19,439,843 100,891,864 8,872,474 6,359,340 4,354,313 4,292,385 2,336,421 215,560,014
End of
period $78,551,727 $28,820,008 $130,334,640 $16,445,228 $9,601,770 $6,626,235 $7,339,932 $3,698,245 $281,417,785
NOTES TO FINANCIAL STATEMENTS, Continued
9. Activity by Fund for the Year Ended December 31, 1994:
Interest Humana Small
Income Stock Index Common Aggressive Balanced International Capitalization Participant
Fund Fund Stock Fund Growth Fund Fund Fund Fund Notes Fund Total
Additions to
net assets:
Investment income:
Net appreciation
(depreciation) in
fair value of
investments $ (57,225) $ 185,817 $ 20,739,656 $ (168,919) $ (497,182) $ (113,625) $ (239,154) $ 19,849,368
Interest 4,151,780 2,930 15,375 5,776 5,059 3,000 3,114 $ 87,398 4,274,432
Dividends 7,302 164,659 191,349 199,579 562,889
4,094,555 188,747 20,755,031 (155,841) (327,464) 80,724 (36,461) 87,398 24,686,689
Contributions:
Participants 2,275,167 1,346,851 3,340,950 2,772,171 2,240,024 1,159,264 1,417,888 14,552,315
Employers 7,277,276 1,817,408 6,210,353 352,688 237,509 181,931 139,611 16,216,776
Forfeited
employers'
contributions (360,585) (360,585)
Transfers from
Prime Health
401(k) and
Retirement
Plans 19,810,089 19,810,089
Total additions 33,457,087 3,353,006 29,945,749 2,969,018 2,150,069 1,421,919 1,521,038 87,398 74,905,284
Deductions from
net assets:
Benefits paid
to
participants 4,908,738 1,225,619 6,269,054 202,110 179,878 95,532 133,331 30,690 13,044,952
Administrative
expenses 106,219 36,064 149,507 7,865 5,139 4,251 4,131 135 313,311
Interfund
transfers 19,124,540 740,236 (1,136,223) (6,113,431) (4,394,288) (3,032,177) (2,908,809) (2,279,848)
Total deductions 24,139,497 2,001,919 5,282,338 (5,903,456) (4,209,271) (2,932,394) (2,771,347) (2,249,023) 13,358,263
Net increase 9,317,590 1,351,087 24,663,411 8,872,474 6,359,340 4,354,313 4,292,385 2,336,421 61,547,021
Net assets
available for
benefits:
Beginning
of period 59,695,784 18,088,756 76,228,453 154,012,993
End of period $69,013,374 $19,439,843 $100,891,864 $8,872,474 $6,359,340 $4,354,313 $4,292,385 $2,336,421 $215,560,014
</TABLE>
HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002 EIN #61-0647538
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
(Item 27a of Form 5500)
<TABLE>
<S> <C> <C> <C> <C> <C>
Par or Maturity
Stated Value/Number of Fair Value/
Issuer Issuer Rate Maturity Date Units or Shares Cost Contract Value
Investments at
Fair Value:
Common stocks:
Humana Inc. Common Stock 4,699,972 $50,995,489 $128,661,734
State Street Flagship
Domestic Index Fund 278,402 17,570,432 27,022,268
Fidelity Balanced Fund 686,289 9,041,756 9,278,626
Harbor International Fund 228,679 5,795,824 6,366,437
Provident Small Cap Fund 479,845 6,562,710 7,039,326
Fidelity Contrafund 415,421 13,604,585 15,794,312
103,570,796 194,162,703
Obligations due within one year:
NC Capital Preservation Fund 10,548,080 10,548,080 10,548,080
Armada Government Fund 6,165,701 6,165,701 6,165,701
16,713,781 16,713,781
Investment contracts - Banks:
Bankers Trust Co. 8.54% 04/1997 $ 2,402,737 2,402,737 2,402,737
Bankers Trust Co. 8.83% 06/1999 $ 1,785,046 1,785,046 1,785,046
4,187,783 4,187,783
Bonds and asset - backed securities:
Case Equipment Trust 5.40% 06/1998 $ 20,002 19,987 19,987
GMAC 1992 F Grantor Trust 4.50% 09/1997 $ 154,133 153,483 153,507
173,470 173,494
Participant notes receivable 7.00% - 10.00% $ 3,624,206 3,624,206 3,624,206
Continued
HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002 EIN #61-0647538
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
(Item 27a of Form 5500)
Par or Maturity
Stated Value/Number of Fair Value/
Issuer Issuer Rate Maturity Date Units or Shares Cost Contract Value
Investments at
Contract Value:
Investment Contracts
Insurance Company:
Canada Life Assurance Co. 5.71% 09/1998 $ 3,000,000 3,000,000 3,096,921
Commonwealth Life Insurance Co. 7.30% 12/1999 $ 4,000,000 4,000,000 4,292,000
Confederation Life Insurance
Co., Group Annuity Contract 8.46% 05/1996 $ 711,780 711,780 723,319
Confederation Life Insurance
Co., Group Annuity Contract 9.44% 05/1995 $ 996,492 996,492 1,014,382
Continental Assurance Co. 7.66% 09/1999 $ 3,000,000 3,000,000 3,056,298
Life of Virginia 6.20% 12/1998 $ 2,000,000 2,000,000 2,098,946
Lincoln National
Life Insurance. Co. 8.12% 05/1999 $ 3,000,000 3,000,000 3,244,884
Metropolitan Life Insurance
Co., Group Annuity Contract 8.30% 01/1998 $ 389,919 389,919 518,027
Metropolitan Life Insurance
Co., Group Annuity Contract 8.55% 01/1998 $ 746,092 746,092 998,823
Metropolitan Life Insurance
Co., Goup Annuity Contract 6.22% 05/2000 $ 1,500,000 1,500,000 1,550,682
Metropolitan Life Insurance
Co., Group Annuity Contract 6.25% 07/2000 $ 4,000,000 4,000,000 4,107,726
New York Life Insurance
Co., Group Annuity Contract 7.26% 05/1997 $ 3,234,409 3,234,409 3,247,488
New York Life Insurance Co.,
Group Annuity Contract 7.36% 05/1997 $ 4,416,871 4,416,871 4,435,841
New York Life Insurance Co.,
Group Annuity Contract 7.22% 03/2000 $ 3,000,000 3,000,000 3,161,562
Principal Mutual Life
Insurance Co. 8.62% 05/1997 $ 1,036,358 1,036,358 1,043,642
Principal Mutual Life
Insurance Co. 8.62% 05/1998 $ 1,036,358 1,036,358 1,043,642
Protective Life Insurance Co.,
Group Annuity Contract 8.70% 05/1996 $ 2,330,991 2,330,991 2,448,065
Provident Life & Accident Ins.
Co., Group Annuity Contract 7.70% 05/1997 $ 1,851,858 1,851,858 1,863,592
Provident Life & Accident Ins.
Co., Group Annuity Contract 7.72% 05/1997 $ 2,418,439 2,418,439 2,433,762
Prudential Insurance Co. 5.12% 02/1999 $ 2,000,000 2,000,000 2,085,499
TransAmerica Accidental Life
Insurance Co. 7.31% 02/2000 $ 3,000,000 3,000,000 3,182,795
45,869,567 49,647,896
$175,939,603 $268,509,863
</TABLE>
HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002 EIN #61-0647538
SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1995
(Item 27d of Form 5500)
<TABLE>
<S> <C> <C> <C> <C>
Sale of Assets
--------------------------------------------------
Issuer Purchase Selling Price Cost of Asset Gain /(Loss)
Armada Government Fund $48,185,679 $45,317,505 $45,317,505
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Humana Retirement and Savings 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 &
General Counsel
June 27, 1996
Exhibit Index
Exhibit 23 Consent of Coopers & Lybrand L.L.P.
EXHIBIT 23
CONSENT OF COOPERS & LYBRAND, L.L.P.
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 14, 1996 on our audits of the financial statements
and supplemental schedules of the Humana Retirement and Savings Plan as of
December 31, 1995 and 1994, and for the years ended December 31, 1995 and
1994, which report is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Louisville, Kentucky
June 27, 1996
