Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 11, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'CENTENE CORP | ' |
Entity Central Index Key | '0001071739 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 58,585,192 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents of continuing operations | $1,199,784 | $974,304 |
Cash and cash equivalents of discontinued operations | 59,013 | 63,769 |
Total cash and cash equivalents | 1,258,797 | 1,038,073 |
Premium and related receivables | 610,969 | 428,570 |
Short-term investments | 127,348 | 102,126 |
Other current assets | 313,946 | 217,661 |
Other current assets of discontinued operations | 13,826 | 13,743 |
Total current assets | 2,324,886 | 1,800,173 |
Long-term investments | 996,965 | 791,900 |
Restricted deposits | 78,442 | 46,946 |
Property, software and equipment, net | 423,905 | 395,407 |
Goodwill | 642,613 | 348,432 |
Intangible assets, net | 81,359 | 48,780 |
Other long-term assets | 107,967 | 59,357 |
Long term assets of discontinued operations | 26,430 | 38,305 |
Total assets | 4,682,567 | 3,529,300 |
Current liabilities: | ' | ' |
Medical claims liability | 1,394,115 | 1,111,709 |
Accounts payable and accrued expenses | 670,343 | 375,862 |
Unearned revenue | 22,472 | 38,191 |
Current portion of long-term debt | 6,135 | 3,065 |
Current liabilities of discontinued operations | 24,642 | 30,294 |
Total current liabilities | 2,117,707 | 1,559,121 |
Long-term debt | 884,890 | 665,697 |
Other long-term liabilities | 73,897 | 60,015 |
Long term liabilities of discontinued operations | 451 | 1,028 |
Total liabilities | 3,076,945 | 2,285,861 |
Commitments and contingencies | ' | ' |
Redeemable noncontrolling interest | 119,671 | 0 |
Stockholders' equity: | ' | ' |
Common stock, $.001 par value; authorized 200,000,000 shares; 61,265,156 issued and 57,837,919 outstanding at June 30, 2014, and 58,673,215 issued and 55,319,239 outstanding at December 31, 2013 | 61 | 59 |
Additional paid-in capital | 754,637 | 594,326 |
Accumulated other comprehensive income: | ' | ' |
Unrealized (loss) gain on investments, net of tax | 2,214 | -2,620 |
Retained earnings | 813,765 | 731,919 |
Treasury stock, at cost (3,427,237 and 3,353,976 shares, respectively) | -94,512 | -89,643 |
Total Centene stockholders' equity | 1,476,165 | 1,234,041 |
Noncontrolling interest | 9,786 | 9,398 |
Total stockholders' equity | 1,485,951 | 1,243,439 |
Total liabilities and stockholders' equity | $4,682,567 | $3,529,300 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Stockholders' equity | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 200,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 61,265,156 | 58,673,215 |
Common stock, shares outstanding (in shares) | 57,837,919 | 55,319,239 |
Treasury stock, at cost (in shares) | 3,427,237 | 3,353,976 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Premium | $3,331,058 | $2,413,312 | $6,401,945 | $4,801,951 |
Service | 410,029 | 105,599 | 691,203 | 138,793 |
Premium and service revenues | 3,741,087 | 2,518,911 | 7,093,148 | 4,940,744 |
Premium tax and health insurer fee | 282,613 | 91,628 | 390,440 | 195,277 |
Total revenues | 4,023,700 | 2,610,539 | 7,483,588 | 5,136,021 |
Expenses: | ' | ' | ' | ' |
Medical costs | 2,960,101 | 2,134,283 | 5,702,554 | 4,288,829 |
Cost of services | 365,888 | 93,300 | 608,172 | 118,365 |
General and administrative expenses | 321,042 | 223,459 | 616,554 | 426,755 |
Premium tax expense | 252,669 | 90,760 | 330,947 | 193,735 |
Health insurer fee expense | 31,328 | 0 | 62,655 | 0 |
Total operating expenses | 3,931,028 | 2,541,802 | 7,320,882 | 5,027,684 |
Earnings from operations | 92,672 | 68,737 | 162,706 | 108,337 |
Other income (expense): | ' | ' | ' | ' |
Investment and other income | 7,252 | 4,078 | 11,976 | 8,342 |
Interest expense | -8,604 | -7,033 | -15,627 | -13,658 |
Earnings from continuing operations, before income tax expense | 91,320 | 65,782 | 159,055 | 103,021 |
Income tax expense | 44,874 | 25,966 | 79,429 | 40,657 |
Earnings from continuing operations, net of income tax expense | 46,446 | 39,816 | 79,626 | 62,364 |
Discontinued operations, net of income tax expense (benefit) | 1,680 | -805 | 847 | -442 |
Net earnings | 48,126 | 39,011 | 80,473 | 61,922 |
Noncontrolling interest | -737 | -473 | -1,373 | -564 |
Net earnings attributable to Centene Corporation | 48,863 | 39,484 | 81,846 | 62,486 |
Earnings from continuing operations, net of income tax expense, attributable to Centene Corporation | $47,183 | $40,289 | $80,999 | $62,928 |
Basic [Abstract] | ' | ' | ' | ' |
Continuing operations | $0.82 | $0.74 | $1.41 | $1.18 |
Discontinued operations | $0.03 | ($0.02) | $0.01 | ($0.01) |
Basic earnings per common share | $0.85 | $0.72 | $1.42 | $1.17 |
Diluted [Abstract] | ' | ' | ' | ' |
Continuing operations | $0.79 | $0.71 | $1.36 | $1.14 |
Discontinued operations | $0.03 | ($0.01) | $0.01 | ($0.01) |
Diluted earnings per common share | $0.82 | $0.70 | $1.37 | $1.13 |
Weighted Average Number of Common Shares Outstanding | ' | ' | ' | ' |
Basic | 57,758,683 | 54,529,036 | 57,622,039 | 53,449,077 |
Diluted | 59,717,258 | 56,601,660 | 59,547,420 | 55,448,396 |
Consolidated_Statements_Of_Ope1
Consolidated Statements Of Operations Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Consolidated Statements of Operations [Abstract] | ' | ' | ' | ' |
Discontinued Operation, Tax Effect of Discontinued Operation | $1,461 | ($698) | $1,453 | ($350) |
Consolidated_Statement_Of_Comp
Consolidated Statement Of Comprehensive Earnings (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net earnings (loss) | $48,126 | $39,011 | $80,473 | $61,922 |
Reclassification adjustment, net of tax | 29 | -27 | -709 | -162 |
Change in unrealized (loss) gain on investments, net of tax | 2,799 | -8,934 | 5,543 | -9,088 |
Other comprehensive earnings (loss) | 2,828 | -8,961 | 4,834 | -9,250 |
Comprehensive earnings (loss) | 50,954 | 30,050 | 85,307 | 52,672 |
Comprehensive earnings (loss) attributable to noncontrolling interest | -737 | -473 | -1,373 | -564 |
Comprehensive earnings (loss) attributable to Centene Corporation | $51,691 | $30,523 | $86,680 | $53,236 |
Consolidated_Statement_Of_Stoc
Consolidated Statement Of Stockholders' Equity (USD $) | Total | Centene Stockholders' Equity - Common Stock [Member] | Centene Stockholders' Equity - Additional Paid-In Capital [Member] | Centene Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) [Member] | Centene Stockholders' Equity - Retained Earnings [Member] | Centene Stockholders' Equity - Treasury Stock [Member] | Non Controlling Interest [Member] |
In Thousands, except Share data, unless otherwise specified | |||||||
Balance at Dec. 31, 2013 | $1,243,439 | $59 | $594,326 | ($2,620) | $731,919 | ($89,643) | $9,398 |
Balance (in shares) at Dec. 31, 2013 | 55,319,239 | 58,673,215 | ' | ' | ' | 3,353,976 | ' |
Comprehensive Earnings: | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) including amount attributable to nonredeemable noncontrolling interest | 82,234 | ' | ' | ' | 81,846 | ' | 388 |
Change in unrealized investment gain, net of $2,722 tax | 4,834 | ' | ' | 4,834 | ' | ' | ' |
Comprehensive earnings (loss) | 87,068 | ' | ' | ' | ' | ' | ' |
Common stock issued for acquisition | 132,371 | 2 | 132,369 | ' | ' | ' | ' |
Common stock issued for acquisition (in shares) | 2,243,217 | 2,243,217 | ' | ' | ' | ' | ' |
Common stock issued for employee benefit plans | 4,077 | 0 | 4,077 | ' | ' | ' | ' |
Common stock issued for employee benefit plans (in shares) | ' | 348,724 | ' | ' | ' | ' | ' |
Common stock repurchases | -4,869 | ' | ' | ' | ' | -4,869 | ' |
Common stock repurchases (in shares) | ' | ' | ' | ' | ' | 73,261 | ' |
Stock compensation expense | 22,750 | ' | 22,750 | ' | ' | ' | ' |
Excess tax benefits from stock compensation | 1,115 | ' | 1,115 | ' | ' | ' | ' |
Balance at Jun. 30, 2014 | $1,485,951 | $61 | $754,637 | $2,214 | $813,765 | ($94,512) | $9,786 |
Balance (in shares) at Jun. 30, 2014 | 57,837,919 | 61,265,156 | ' | ' | ' | 3,427,237 | ' |
Consolidated_Statement_Of_Stoc1
Consolidated Statement Of Stockholders' Equity (Parenthetical) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Consolidated Statement of Stockholders' Equity (Parenthetical) [Abstract] | ' |
Tax on unrealized investment (loss) gain | $2,722 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net earnings (loss) | $80,473 | $61,922 |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities | ' | ' |
Depreciation and amortization | 42,101 | 32,928 |
Stock compensation expense | 22,750 | 16,955 |
Deferred income taxes | -11,258 | 10,715 |
Changes in assets and liabilities | ' | ' |
Premium and related receivables | -160,714 | -71,230 |
Other current assets | 28,826 | -35,879 |
Other assets | -28,733 | -38,191 |
Medical claims liabilites | 284,134 | 111,625 |
Unearned revenue | -18,066 | -12,068 |
Accounts payable and accrued expenses | 160,128 | -1,488 |
Other operating activities | 12,248 | 5,650 |
Net cash provided by (used in) operating activities | 411,889 | 80,939 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -41,568 | -30,057 |
Purchases of investments | -475,347 | -537,590 |
Sales and maturities of investments | 221,342 | 358,971 |
Investments in acquisitions, net of cash acquired | -94,004 | -66,832 |
Net cash used in investing activities | -389,577 | -275,508 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 3,670 | 3,867 |
Proceeds from borrowings | 1,145,000 | 30,000 |
Payment of long-term debt | -945,892 | -10,118 |
Proceeds from stock offering | 0 | 15,239 |
Excess tax benefits from stock compensation | 1,115 | 1,113 |
Common stock repurchases | -4,869 | -1,105 |
Contribution from noncontrolling interest | 5,407 | 3,920 |
Debt issue costs | -6,019 | -3,587 |
Net cash provided by financing activities | 198,412 | 39,329 |
Net decrease in cash and cash equivalents | 220,724 | -155,240 |
Cash and cash equivalents, beginning of period | 1,038,073 | 843,952 |
Cash and cash equivalents, end of period | 1,258,797 | 688,712 |
Supplemental disclosures of cash flow information: | ' | ' |
Interest paid | 16,439 | 15,170 |
Income taxes paid | 110,118 | 21,694 |
Equity issued in connection with acquisition | $132,371 | $75,438 |
Basis_Of_Presentation
Basis Of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis Of Presentation | ' |
Basis of Presentation | |
The accompanying interim financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited financial statements included in the Form 10-K for the fiscal year ended December 31, 2013. The unaudited interim financial statements herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the December 31, 2013 audited financial statements have been omitted from these interim financial statements where appropriate. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of the interim periods presented. | |
Certain 2013 amounts in the notes to the consolidated financial statements have been reclassified to conform to the 2014 presentation. These reclassifications have no effect on net earnings or stockholders’ equity as previously reported. |
Acquisition_Notes
Acquisition (Notes) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisition | ' | ||||
Acquisition: U.S. Medical Management | |||||
In January 2014, the Company acquired 68% of U.S. Medical Management, LLC (USMM), a management services organization and provider of in-home health services for high acuity populations, for $213,664 in total consideration. The transaction consideration was financed through a combination of $132,686 of Centene common stock and $80,978 of cash. | |||||
The total fair value of 100% of USMM on the date of acquisition was $329,689 ($213,664 for the Company's interest and $116,025 for the redeemable noncontrolling interest). The Company's preliminary allocation of fair value resulted in goodwill of $294,074 and other identifiable intangible assets of $40,170. Approximately 70% of the goodwill is deductible for income tax purposes. The Company has not finalized the allocation of the fair value of assets and liabilities. The acquisition is recorded in the Specialty Services segment. | |||||
In connection with the acquisition, the Company entered into call and put agreements with the noncontrolling interest holder to purchase the noncontrolling interest at a later date. Under these agreements, the Company may purchase or be required to purchase up to the total remaining interests in USMM over a period beginning in 2015 and continuing through 2017. Under certain circumstances, the agreements may be extended through 2020. At the Company’s sole option, up to 50% of the consideration to be issued for the purchase of the additional interests under these agreements may be funded with shares of the Company's common stock. | |||||
As a result of the put option agreement, the noncontrolling interest is considered redeemable and is classified in the Redeemable Noncontrolling Interest section of the consolidated balance sheet. The noncontrolling interest was initially measured at fair value using the binomial lattice model as of the acquisition date. The Company has elected to accrete changes in the redemption value through additional paid-in capital over the period from the date of issuance to the earliest redemption date following the effective interest method. | |||||
A reconciliation of the changes in the Redeemable Noncontrolling Interest is as follows: | |||||
Balance, December 31, 2013 | $ | — | |||
Fair value of noncontrolling interest at acquisition | 116,025 | ||||
Contribution from noncontrolling interest | 5,407 | ||||
Net losses attributable to noncontrolling interest | (1,761 | ) | |||
Balance, June 30, 2014 | $ | 119,671 | |||
Discontinued_Operations_Notes
Discontinued Operations (Notes) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure | ' | ||||||||||||||||
Discontinued Operations: Kentucky Spirit Health Plan | |||||||||||||||||
In October 2012, the Company notified the Kentucky Cabinet for Health and Family Services (Cabinet) that it was exercising a contractual right that it believes allowed the Company to terminate its Medicaid managed care contract with the Commonwealth of Kentucky (Commonwealth) effective July 5, 2013. As of July 6, 2013, our subsidiary, Kentucky Spirit Health Plan (KSHP), ceased serving Medicaid members in Kentucky. Refer to Note 11, Contingencies, in the Notes to the Consolidated Financial Statements for further information regarding litigation between the Company and the Cabinet. | |||||||||||||||||
The results of operations of KSHP are presented as discontinued operations for all periods presented. The assets, liabilities and results of operations of KSHP are classified as discontinued operations for all periods presented beginning in 2011. KSHP was previously reported in the Managed Care segment. | |||||||||||||||||
During the six months ended June 30, 2014, the Company received $8,000 of dividends from KSHP. KSHP had remaining statutory capital of approximately $72,400 at June 30, 2014, which, subject to future dividends, will be transferred to unregulated cash upon regulatory approval. | |||||||||||||||||
Operating results for the discontinued operations are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | — | $ | 115,407 | $ | — | $ | 235,816 | |||||||||
Earnings (loss) before income taxes | 3,141 | (1,503 | ) | 2,300 | (792 | ) | |||||||||||
Net earnings (loss) | 1,680 | (805 | ) | 847 | (442 | ) | |||||||||||
The net earnings from discontinued operations for the three and six months ended June 30, 2014 includes $894 and $1,788, respectively, of health insurer fee expense based on 2013 premium. | |||||||||||||||||
Assets and liabilities of the discontinued operations are as follows: | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Current assets | $ | 72,839 | $ | 77,512 | |||||||||||||
Long term investments and restricted deposits | 26,430 | 38,305 | |||||||||||||||
Assets of discontinued operations | $ | 99,269 | $ | 115,817 | |||||||||||||
Medical claims liability | $ | 14,251 | $ | 27,637 | |||||||||||||
Accounts payable and accrued expenses | 10,391 | 2,657 | |||||||||||||||
Other liabilities | 451 | 1,028 | |||||||||||||||
Liabilities of discontinued operations | $ | 25,093 | $ | 31,322 | |||||||||||||
ShortTerm_And_LongTerm_Investm
Short-Term And Long-Term Investments And Restricted Deposits | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||||||||||
Short-Term And Long-Term Investments And Restricted Deposits | ' | |||||||||||||||||||||||||||||||
Short-term and Long-term Investments, Restricted Deposits | ||||||||||||||||||||||||||||||||
Short-term and long-term investments and restricted deposits by investment type consist of the following: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | |||||||||||||||||||||||||
Cost | Unrealized | Unrealized Losses | Value | Cost | Unrealized | Unrealized Losses | Value | |||||||||||||||||||||||||
Gains | Gains | |||||||||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 325,602 | $ | 424 | $ | (3,349 | ) | $ | 322,677 | $ | 246,085 | $ | 245 | $ | (7,494 | ) | $ | 238,836 | ||||||||||||||
Corporate securities | 395,427 | 4,087 | (166 | ) | 399,348 | 293,912 | 2,782 | (608 | ) | 296,086 | ||||||||||||||||||||||
Restricted certificates of deposit | 5,892 | — | — | 5,892 | 5,891 | — | — | 5,891 | ||||||||||||||||||||||||
Restricted cash equivalents | 57,608 | — | — | 57,608 | 26,642 | — | — | 26,642 | ||||||||||||||||||||||||
Municipal securities: | ||||||||||||||||||||||||||||||||
General obligation | 38,950 | 480 | (22 | ) | 39,408 | 54,003 | 555 | (136 | ) | 54,422 | ||||||||||||||||||||||
Pre-refunded | 8,486 | 59 | (10 | ) | 8,535 | 10,835 | 82 | — | 10,917 | |||||||||||||||||||||||
Revenue | 68,871 | 571 | (42 | ) | 69,400 | 68,801 | 545 | (292 | ) | 69,054 | ||||||||||||||||||||||
Variable rate demand notes | 18,000 | — | — | 18,000 | 28,575 | — | — | 28,575 | ||||||||||||||||||||||||
Asset backed securities | 179,418 | 636 | (69 | ) | 179,985 | 138,803 | 579 | (332 | ) | 139,050 | ||||||||||||||||||||||
Mortgage backed securities | 47,113 | 1,157 | — | 48,270 | 33,974 | — | (83 | ) | 33,891 | |||||||||||||||||||||||
Cost and equity method investments | 38,087 | — | — | 38,087 | 22,239 | — | — | 22,239 | ||||||||||||||||||||||||
Life insurance contracts | 15,545 | — | — | 15,545 | 15,369 | — | — | 15,369 | ||||||||||||||||||||||||
Total | $ | 1,198,999 | $ | 7,414 | $ | (3,658 | ) | $ | 1,202,755 | $ | 945,129 | $ | 4,788 | $ | (8,945 | ) | $ | 940,972 | ||||||||||||||
The Company’s investments are classified as available-for-sale with the exception of life insurance contracts and certain cost and equity method investments. The Company’s investment policies are designed to provide liquidity, preserve capital and maximize total return on invested assets with the focus on high credit quality securities. The Company limits the size of investment in any single issuer other than U.S. treasury securities and obligations of U.S. government corporations and agencies. The Company's mortgage backed securities are issued by the Federal National Mortgage Association and carry guarantees by the U.S. government. As of June 30, 2014, 53% of the Company’s investments in securities recorded at fair value that carry a rating by S&P or Moody’s were rated AAA/Aaa, 65% were rated AA-/Aa3 or higher, and 93% were rated A-/A3 or higher. At June 30, 2014, the Company held certificates of deposit, life insurance contracts and cost and equity method investments which did not carry a credit rating. | ||||||||||||||||||||||||||||||||
The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a continuous unrealized loss position were as follows: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Less Than 12 Months | 12 Months or More | Less Than 12 Months | 12 Months or More | |||||||||||||||||||||||||||||
Unrealized Losses | Fair | Unrealized Losses | Fair | Unrealized Losses | Fair | Unrealized Losses | Fair | |||||||||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | (18 | ) | $ | 11,987 | $ | (3,331 | ) | $ | 179,105 | $ | (6,188 | ) | $ | 172,365 | $ | (1,307 | ) | $ | 26,454 | ||||||||||||
Corporate securities | (149 | ) | 56,343 | (17 | ) | 985 | (400 | ) | 52,725 | (207 | ) | 5,020 | ||||||||||||||||||||
Municipal securities: | ||||||||||||||||||||||||||||||||
General obligation | — | — | (22 | ) | 3,476 | (72 | ) | 3,480 | (63 | ) | 2,426 | |||||||||||||||||||||
Pre-refunded | (10 | ) | 1,034 | — | — | — | — | — | — | |||||||||||||||||||||||
Revenue | — | — | (42 | ) | 3,413 | (292 | ) | 27,789 | — | — | ||||||||||||||||||||||
Asset backed securities | — | — | — | — | (333 | ) | 37,689 | — | — | |||||||||||||||||||||||
Mortgage backed securities | (3 | ) | 9,969 | (66 | ) | 15,706 | (83 | ) | 33,891 | — | — | |||||||||||||||||||||
Total | $ | (180 | ) | $ | 79,333 | $ | (3,478 | ) | $ | 202,685 | $ | (7,368 | ) | $ | 327,939 | $ | (1,577 | ) | $ | 33,900 | ||||||||||||
As of June 30, 2014, the gross unrealized losses were generated from 51 positions out of a total of 323 positions. The change in fair value of fixed income securities is a result of movement in interest rates subsequent to the purchase of the security. | ||||||||||||||||||||||||||||||||
For each security in an unrealized loss position, the Company assesses whether it intends to sell the security or if it is more likely than not the Company will be required to sell the security before recovery of the amortized cost basis for reasons such as liquidity, contractual or regulatory purposes. If the security meets this criterion, the decline in fair value is other-than-temporary and is recorded in earnings. The Company does not intend to sell these securities prior to maturity and it is not likely that the Company will be required to sell these securities prior to maturity; therefore, there is no indication of other than temporary impairment for these securities. | ||||||||||||||||||||||||||||||||
The contractual maturities of short-term and long-term investments and restricted deposits are as follows: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Investments | Restricted Deposits | Investments | Restricted Deposits | |||||||||||||||||||||||||||||
Amortized | Fair | Amortized | Fair | Amortized | Fair | Amortized | Fair | |||||||||||||||||||||||||
Cost | Value | Cost | Value | Cost | Value | Cost | Value | |||||||||||||||||||||||||
One year or less | $ | 126,496 | $ | 127,348 | $ | 60,665 | $ | 60,665 | $ | 101,537 | $ | 102,126 | $ | 40,633 | $ | 40,637 | ||||||||||||||||
One year through five years | 855,731 | 859,409 | 17,770 | 17,777 | 609,755 | 610,589 | 6,301 | 6,309 | ||||||||||||||||||||||||
Five years through ten years | 118,210 | 116,873 | — | — | 157,003 | 151,221 | — | — | ||||||||||||||||||||||||
Greater than ten years | 20,127 | 20,683 | — | — | 29,900 | 30,090 | — | — | ||||||||||||||||||||||||
Total | $ | 1,120,564 | $ | 1,124,313 | $ | 78,435 | $ | 78,442 | $ | 898,195 | $ | 894,026 | $ | 46,934 | $ | 46,946 | ||||||||||||||||
Actual maturities may differ from contractual maturities due to call or prepayment options. Asset backed and mortgage backed securities are included in the one year through five years category, while cost and equity method investments and life insurance contracts are included in the five years through ten years category. The Company has an option to redeem at amortized cost substantially all of the securities included in the greater than ten years category listed above. | ||||||||||||||||||||||||||||||||
The Company continuously monitors investments for other-than-temporary impairment. Certain investments have experienced a decline in fair value due to changes in credit quality, market interest rates and/or general economic conditions. The Company recognizes an impairment loss for cost and equity method investments when evidence demonstrates that it is other-than-temporarily impaired. Evidence of a loss in value that is other-than-temporary may include the absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain a level of earnings that would justify the carrying amount of the investment. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the extent to which the fair value estimates are based upon observable or unobservable inputs. Level inputs are as follows: | ||||||||||||||||
Level Input: | Input Definition: | |||||||||||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. | |||||||||||||||
Level II | Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. | |||||||||||||||
Level III | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. | |||||||||||||||
The following table summarizes fair value measurements by level at June 30, 2014, for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 1,199,784 | $ | — | $ | — | $ | 1,199,784 | ||||||||
Investments available for sale: | ||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 288,546 | $ | 19,189 | $ | — | $ | 307,735 | ||||||||
Corporate securities | — | 399,348 | — | 399,348 | ||||||||||||
Municipal securities: | ||||||||||||||||
General obligation | — | 39,408 | — | 39,408 | ||||||||||||
Pre-refunded | — | 8,535 | — | 8,535 | ||||||||||||
Revenue | — | 69,400 | — | 69,400 | ||||||||||||
Variable rate demand notes | — | 18,000 | — | 18,000 | ||||||||||||
Asset backed securities | — | 179,985 | — | 179,985 | ||||||||||||
Mortgage backed securities | — | 48,270 | — | 48,270 | ||||||||||||
Total investments | $ | 288,546 | $ | 782,135 | $ | — | $ | 1,070,681 | ||||||||
Restricted deposits available for sale: | ||||||||||||||||
Cash and cash equivalents | $ | 57,608 | $ | — | $ | — | $ | 57,608 | ||||||||
Certificates of deposit | 5,892 | — | — | 5,892 | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 14,942 | — | — | 14,942 | ||||||||||||
Total restricted deposits | $ | 78,442 | $ | — | $ | — | $ | 78,442 | ||||||||
Other long-term assets: Interest rate swap agreements | $ | — | $ | 9,506 | $ | — | $ | 9,506 | ||||||||
Total assets at fair value | $ | 1,566,772 | $ | 791,641 | $ | — | $ | 2,358,413 | ||||||||
The following table summarizes fair value measurements by level at December 31, 2013, for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 974,304 | $ | — | $ | — | $ | 974,304 | ||||||||
Investments available for sale: | ||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 212,185 | $ | 12,238 | $ | — | $ | 224,423 | ||||||||
Corporate securities | — | 296,086 | — | 296,086 | ||||||||||||
Municipal securities: | ||||||||||||||||
General obligation | — | 54,422 | — | 54,422 | ||||||||||||
Pre-refunded | — | 10,917 | — | 10,917 | ||||||||||||
Revenue | — | 69,054 | — | 69,054 | ||||||||||||
Variable rate demand notes | — | 28,575 | — | 28,575 | ||||||||||||
Asset backed securities | — | 139,050 | — | 139,050 | ||||||||||||
Mortgage backed securities | — | 33,891 | — | 33,891 | ||||||||||||
Total investments | $ | 212,185 | $ | 644,233 | $ | — | $ | 856,418 | ||||||||
Restricted deposits available for sale: | ||||||||||||||||
Cash and cash equivalents | $ | 26,642 | $ | — | $ | — | $ | 26,642 | ||||||||
Certificates of deposit | 5,891 | — | — | 5,891 | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 14,413 | — | — | 14,413 | ||||||||||||
Total restricted deposits | $ | 46,946 | $ | — | $ | — | $ | 46,946 | ||||||||
Other long-term assets: Interest rate swap agreements | $ | — | $ | 9,576 | $ | — | $ | 9,576 | ||||||||
Total assets at fair value | $ | 1,233,435 | $ | 653,809 | $ | — | $ | 1,887,244 | ||||||||
The Company periodically transfers U.S. Treasury securities and obligations of U.S. government corporations and agencies between Level I and Level II fair value measurements dependent upon the level of trading activity for the specific securities at the measurement date. The Company’s policy regarding the timing of transfers between Level I and Level II is to measure and record the transfers at the end of the reporting period. At June 30, 2014, there were $14,161 of transfers from Level I to Level II and $1,214 of transfers from Level II to Level I. The Company utilizes matrix pricing services to estimate fair value for securities which are not actively traded on the measurement date. The Company designates these securities as Level II fair value measurements. The aggregate carrying amount of the Company’s life insurance contracts and other non-majority owned investments, which approximates fair value, was $53,632 and $37,608 as of June 30, 2014 and December 31, 2013, respectively. |
Debt
Debt | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
Debt consists of the following: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Senior notes, at par | $ | 725,000 | $ | 425,000 | ||||
Unamortized premium on senior notes | 5,166 | 6,052 | ||||||
Fair value of interest rate swap agreements | 9,506 | 9,576 | ||||||
Senior notes | 739,672 | 440,628 | ||||||
Revolving credit agreement | 70,000 | 150,000 | ||||||
Mortgage notes payable | 71,437 | 72,785 | ||||||
Capital leases and other | 9,916 | 5,349 | ||||||
Total debt | 891,025 | 668,762 | ||||||
Less current portion | (6,135 | ) | (3,065 | ) | ||||
Long-term debt | $ | 884,890 | $ | 665,697 | ||||
Senior Notes | ||||||||
In May 2011, the Company issued $250,000 non-callable 5.75% Senior Notes due June 1, 2017 ($250,000 Notes) at a discount to yield 6%. In connection with the May 2011 issuance, the Company entered into interest rate swap agreements for a notional amount of $250,000. Gains and losses due to changes in the fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the underlying debt and are recorded as an adjustment to the $250,000 Notes. At June 30, 2014, the fair value of the interest rate swap agreements increased the fair value of the notes by $8,935 and the variable interest rate of the swap agreements was 3.73%. | ||||||||
In November 2012, the Company issued an additional $175,000 non-callable 5.75% Senior Notes due June 1, 2017 ($175,000 Add-on Notes) at a premium to yield 4.29%. The indenture governing the $250,000 Notes and the $175,000 Add-on Notes contains non-financial and financial covenants, including requirements of a minimum fixed charge coverage ratio. Interest is paid semi-annually in June and December. At June 30, 2014, the total net unamortized debt premium on the $250,000 Notes and $175,000 Add-on Notes was $5,166. | ||||||||
In April 2014, the Company issued $300,000 4.75% Senior Notes due May 15, 2022 ($300,000 Notes) at par. In connection with the April 2014 issuance, the Company entered into interest rate swap agreements for a notional amount of $300,000. Gains and losses due to changes in the fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the underlying debt and are recorded as an adjustment to the $300,000 Notes. At June 30, 2014, the fair value of the interest rate swap agreements increased the fair value of the notes by $571 and the variable interest rate of the swap agreements was 2.52%. | ||||||||
Revolving Credit Agreement | ||||||||
In May 2013, the Company entered into a new unsecured $500,000 revolving credit facility and terminated its previous $350,000 revolving credit facility. Borrowings under the agreement bear interest based upon LIBOR rates, the Federal Funds Rate or the Prime Rate. The agreement has a maturity date of June 1, 2018, provided it will mature 90 days prior to the maturity date of the Company's 5.75% Senior Notes due 2017 if such notes are not refinanced (or extended), certain financial conditions are not met, or the Company does not carry $100,000 of unrestricted cash. As of June 30, 2014, the Company had $70,000 of borrowings outstanding under the agreement with a weighted average interest rate of 2.50%. | ||||||||
The agreement contains non-financial and financial covenants, including requirements of minimum fixed charge coverage ratios, maximum debt-to-EBITDA ratios and minimum tangible net worth. The Company is required to not exceed a maximum debt-to-EBITDA ratio of 3.0 to 1.0. As of June 30, 2014, there were no limitations on the availability under the revolving credit agreement as a result of the debt-to-EBITDA ratio. | ||||||||
Letters of Credit & Surety Bonds | ||||||||
The Company had outstanding letters of credit of $30,649 as of June 30, 2014, which were not part of the revolving credit facility. The letters of credit bore interest at 0.46% as of June 30, 2014. The Company had outstanding surety bonds of $159,728 as of June 30, 2014. |
Interest_Rate_Swap_Notes
Interest Rate Swap (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Interest Rate Swap [Abstract] | ' |
Interest Rate Swap [Text Block] | ' |
Interest Rate Swap Agreements | |
In May 2011, the Company entered into $250,000 notional amount of interest rate swap agreements (2011 Swap Agreements) that are scheduled to expire June 1, 2017. Under the 2011 Swap Agreements, the Company receives a fixed rate of 5.75% and pays a variable rate of the three month LIBOR plus 3.50% adjusted quarterly, which allows the Company to adjust $250,000 of its senior notes to a floating rate. At June 30, 2014, the variable rate was 3.73%. | |
In April 2014, the Company entered into $300,000 notional amount of interest rate swap agreements (2014 Swap Agreements) that are scheduled to expire May 15, 2022. Under the 2014 Swap Agreements, the Company receives a fixed rate of 4.75% and pays a variable rate of the three month LIBOR plus 2.27% adjusted quarterly, which allows the Company to adjust $300,000 of its senior notes to a floating rate. At June 30, 2014, the variable rate was 2.52%. | |
The 2011 and 2014 Swap Agreements are formally designated and qualify as fair value hedges. The 2011 and 2014 Swap Agreements are recorded at fair value in the Consolidated Balance Sheet in other assets or other liabilities. Gains and losses due to changes in fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the underlying debt. Therefore, no gain or loss has been recognized due to hedge ineffectiveness. Offsetting changes in fair value of both the interest rate swap agreements and the hedged portion of the underlying debt both were recognized in interest expense in the Consolidated Statement of Operations. The Company does not hold or issue any derivative instrument for trading or speculative purposes. | |
The fair values of the 2011 and 2014 Swap Agreements as of June 30, 2014 were assets of approximately $8,935 and $571, respectively and are included in other long term assets in the Consolidated Balance Sheet. The fair value of the 2011 and 2014 Swap Agreements excludes accrued interest and takes into consideration current interest rates and current likelihood of the swap counterparties' compliance with its contractual obligations. |
Stockholders_Equity_Notes
Stockholders' Equity (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Attributable to Parent [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders' Equity | |
In January 2014, the Company completed the acquisition of 68% of USMM and as a result, issued 2,243,217 shares of Centene common stock to the selling stockholders. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings (Loss) Per Share | ' | |||||||||||||||
Earnings Per Share | ||||||||||||||||
The following table sets forth the calculation of basic and diluted net earnings per common share: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Earnings attributable to Centene Corporation: | ||||||||||||||||
Earnings from continuing operations, net of tax | $ | 47,183 | $ | 40,289 | $ | 80,999 | $ | 62,928 | ||||||||
Discontinued operations, net of tax | 1,680 | (805 | ) | 847 | (442 | ) | ||||||||||
Net earnings | $ | 48,863 | $ | 39,484 | $ | 81,846 | $ | 62,486 | ||||||||
Shares used in computing per share amounts: | ||||||||||||||||
Weighted average number of common shares outstanding | 57,758,683 | 54,529,036 | 57,622,039 | 53,449,077 | ||||||||||||
Common stock equivalents (as determined by applying the treasury stock method) | 1,958,575 | 2,072,624 | 1,925,381 | 1,999,319 | ||||||||||||
Weighted average number of common shares and potential dilutive common shares outstanding | 59,717,258 | 56,601,660 | 59,547,420 | 55,448,396 | ||||||||||||
Net earnings (loss) per common share attributable to Centene Corporation: | ||||||||||||||||
Basic: | ||||||||||||||||
Continuing operations | $ | 0.82 | $ | 0.74 | $ | 1.41 | $ | 1.18 | ||||||||
Discontinued operations | 0.03 | (0.02 | ) | 0.01 | (0.01 | ) | ||||||||||
Basic earnings per common share | $ | 0.85 | $ | 0.72 | $ | 1.42 | $ | 1.17 | ||||||||
Diluted: | ||||||||||||||||
Continuing operations | $ | 0.79 | $ | 0.71 | $ | 1.36 | $ | 1.14 | ||||||||
Discontinued operations | 0.03 | (0.01 | ) | 0.01 | (0.01 | ) | ||||||||||
Diluted earnings per common share | $ | 0.82 | $ | 0.7 | $ | 1.37 | $ | 1.13 | ||||||||
The calculation of diluted earnings per common share for the three and six months ended June 30, 2014 excludes the impact of 51,855 shares and 55,544 shares, respectively, related to anti-dilutive stock options, restricted stock and restricted stock units. The calculation of diluted earnings per common share for the three and six months ended June 30, 2013 excludes the impact of 35,094 shares and 68,809 shares, respectively, related to anti-dilutive stock options, restricted stock and restricted stock units. |
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
Centene operates in two segments: Managed Care and Specialty Services. The Managed Care segment consists of Centene’s health plans including all of the functions needed to operate them. The Specialty Services segment consists of Centene’s specialty companies offering auxiliary healthcare services and products. | ||||||||||||||||
Segment information for the three months ended June 30, 2014, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 3,224,849 | $ | 516,238 | $ | — | $ | 3,741,087 | ||||||||
Premium and service revenues from internal customers | 13,789 | 675,825 | (689,614 | ) | — | |||||||||||
Total premium and service revenues | $ | 3,238,638 | $ | 1,192,063 | $ | (689,614 | ) | $ | 3,741,087 | |||||||
Earnings from operations | $ | 63,821 | $ | 28,851 | $ | — | $ | 92,672 | ||||||||
Segment information for the three months ended June 30, 2013, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 2,324,750 | $ | 194,161 | $ | — | $ | 2,518,911 | ||||||||
Premium and service revenues from internal customers | 10,292 | 523,154 | (533,446 | ) | — | |||||||||||
Total premium and service revenues | $ | 2,335,042 | $ | 717,315 | $ | (533,446 | ) | $ | 2,518,911 | |||||||
Earnings from operations | $ | 45,601 | $ | 23,136 | $ | — | $ | 68,737 | ||||||||
Segment information for the six months ended June 30, 2014, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 6,194,570 | $ | 898,578 | $ | — | $ | 7,093,148 | ||||||||
Premium and service revenues from internal customers | 26,614 | 1,314,741 | (1,341,355 | ) | — | |||||||||||
Total premium and service revenues | $ | 6,221,184 | $ | 2,213,319 | $ | (1,341,355 | ) | $ | 7,093,148 | |||||||
Earnings from operations | $ | 107,951 | $ | 54,755 | $ | — | $ | 162,706 | ||||||||
Segment information for the six months ended June 30, 2013, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 4,621,199 | $ | 319,545 | $ | — | $ | 4,940,744 | ||||||||
Premium and service revenues from internal customers | 20,345 | 1,050,607 | (1,070,952 | ) | — | |||||||||||
Total premium and service revenues | $ | 4,641,544 | $ | 1,370,152 | $ | (1,070,952 | ) | $ | 4,940,744 | |||||||
Earnings from operations | $ | 54,860 | $ | 53,477 | $ | — | $ | 108,337 | ||||||||
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
Contingencies | |
In October 2012, the Company notified the Cabinet that it was exercising a contractual right that it believes allows the Company to terminate its Medicaid managed care contract with the Commonwealth effective July 5, 2013. The Company also filed a lawsuit in Franklin Circuit Court against the Commonwealth seeking a declaration of the Company's right to terminate the contract on July 5, 2013. In April 2013, the Commonwealth answered that lawsuit and filed counterclaims against the Company seeking declaratory relief and damages. In May 2013, the Franklin Circuit Court ruled that Kentucky Spirit does not have a contractual right to terminate the contract early. Kentucky Spirit has appealed that ruling to the Kentucky Court of Appeals. | |
The Company also filed a formal dispute with the Cabinet for damages incurred under the contract, which was later appealed to and denied by the Finance and Administration Cabinet. In response, the Company filed a lawsuit in April 2013, in Franklin Circuit Court seeking damages against the Commonwealth for losses sustained due to the Commonwealth's alleged breaches. This lawsuit was subsequently consolidated with the original lawsuit for declaratory relief and continues to proceed. | |
Kentucky Spirit's efforts to resolve issues with the Commonwealth were unsuccessful and on July 5, 2013, Kentucky Spirit proceeded with its previously announced exit. The Commonwealth has alleged that Kentucky Spirit's exit constitutes a material breach of contract. The Commonwealth seeks to recover substantial damages and to enforce its rights under Kentucky Spirit's $25,000 performance bond. In March 2014, Kentucky Spirit received a demand letter from the Commonwealth seeking damages to reimburse the Commonwealth for its alleged incurred and expected losses, expenses, transition costs and other damages for the period July 6, 2013 until July 5, 2014. The letter stated that the Commonwealth is seeking damages only on behalf of the Commonwealth, not the federal Centers for Medicare and Medicaid Services (CMS). In June 2014, the Commonwealth informed the Kentucky Department of Insurance that its expenditures due to Kentucky's Spirit's departure range from $28,000 to $40,000 plus interest, and that the associated CMS expenditures range from $92,000 to $134,000. Kentucky Spirit disputes the Commonwealth's alleged damages, is pursuing its own litigation claims for damages against the Commonwealth and will vigorously defend against any allegations that it has breached the contract. | |
The resolution of the Kentucky litigation matters may result in a range of possible outcomes. If the Company prevails on its claims, Kentucky Spirit would be entitled to damages under its lawsuit. If the Commonwealth prevails, a liability to the Commonwealth could be recorded. The Company is unable to estimate the ultimate outcome resulting from the Kentucky litigation. As a result, the Company has not recorded any receivable or any liability for potential damages under the contract as of June 30, 2014. While uncertain, the ultimate resolution of the pending litigation could have a material effect on the financial position, cash flow or results of operations of the Company in the period it is resolved or becomes known. | |
Excluding the Kentucky matters discussed above, the Company is routinely subjected to legal proceedings in the normal course of business. While the ultimate resolution of such matters in the normal course of business is uncertain, the Company does not expect the results of any of these matters individually, or in the aggregate, to have a material effect on its financial position, results of operations or cash flows. |
Subsequent_Events_Notes
Subsequent Events (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
12. Subsequent Events | |
In July 2014, the Company completed the transaction whereby Community Health Solutions of America, Inc. assigned its contract with the Louisiana Department of Health and Hospitals under the Bayou Health Shared Savings Program to the Company's subsidiary, Louisiana Healthcare Connections (LHC). The purchase price is expected to be between approximately $110,000 and $140,000. Initial consideration of approximately $72,100 consists of a cash payment of $14,100 paid at signing and approximately $58,000 of common stock (746,369 shares) issued at closing. The remaining purchase price will be paid in cash in multiple steps and will be finalized based on membership retained by LHC in the first quarter of 2015. | |
In July 2014, the Company purchased a noncontrolling interest in Ribera Salud S.A. (Ribera Salud), a Spanish health management group for approximately $16,000, subject to working capital adjustments. Centene will be a 50% joint shareholder with Ribera Salud's remaining investor, Banco Sabadell. The Company will account for its investment using the equity method of accounting. Upon closing, the Company executed letters of credit for approximately $65,000, or €48,000, representing its proportional share of the letters of credit issued to support Ribera Salud’s outstanding debt. |
Acquisition_Redeemable_Noncont
Acquisition Redeemable Noncontrolling Interest (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Redeemable Noncontrolling Interest [Line Items] | ' | ||||
Redeemable Noncontrolling Interest [Table Text Block] | ' | ||||
A reconciliation of the changes in the Redeemable Noncontrolling Interest is as follows: | |||||
Balance, December 31, 2013 | $ | — | |||
Fair value of noncontrolling interest at acquisition | 116,025 | ||||
Contribution from noncontrolling interest | 5,407 | ||||
Net losses attributable to noncontrolling interest | (1,761 | ) | |||
Balance, June 30, 2014 | $ | 119,671 | |||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | ' | ||||||||||||||||
Operating results for the discontinued operations are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | — | $ | 115,407 | $ | — | $ | 235,816 | |||||||||
Earnings (loss) before income taxes | 3,141 | (1,503 | ) | 2,300 | (792 | ) | |||||||||||
Net earnings (loss) | 1,680 | (805 | ) | 847 | (442 | ) | |||||||||||
The net earnings from discontinued operations for the three and six months ended June 30, 2014 includes $894 and $1,788, respectively, of health insurer fee expense based on 2013 premium. | |||||||||||||||||
Assets and liabilities of the discontinued operations are as follows: | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Current assets | $ | 72,839 | $ | 77,512 | |||||||||||||
Long term investments and restricted deposits | 26,430 | 38,305 | |||||||||||||||
Assets of discontinued operations | $ | 99,269 | $ | 115,817 | |||||||||||||
Medical claims liability | $ | 14,251 | $ | 27,637 | |||||||||||||
Accounts payable and accrued expenses | 10,391 | 2,657 | |||||||||||||||
Other liabilities | 451 | 1,028 | |||||||||||||||
Liabilities of discontinued operations | $ | 25,093 | $ | 31,322 | |||||||||||||
ShortTerm_And_LongTerm_Investm1
Short-Term And Long-Term Investments And Restricted Deposits (Tables) | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||||||||||
Short-Term And Long-Term Investments And Restricted Deposits By Investment Type | ' | |||||||||||||||||||||||||||||||
Short-term and Long-term Investments, Restricted Deposits | ||||||||||||||||||||||||||||||||
Short-term and long-term investments and restricted deposits by investment type consist of the following: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Fair | Amortized | Gross | Gross | Fair | |||||||||||||||||||||||||
Cost | Unrealized | Unrealized Losses | Value | Cost | Unrealized | Unrealized Losses | Value | |||||||||||||||||||||||||
Gains | Gains | |||||||||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 325,602 | $ | 424 | $ | (3,349 | ) | $ | 322,677 | $ | 246,085 | $ | 245 | $ | (7,494 | ) | $ | 238,836 | ||||||||||||||
Corporate securities | 395,427 | 4,087 | (166 | ) | 399,348 | 293,912 | 2,782 | (608 | ) | 296,086 | ||||||||||||||||||||||
Restricted certificates of deposit | 5,892 | — | — | 5,892 | 5,891 | — | — | 5,891 | ||||||||||||||||||||||||
Restricted cash equivalents | 57,608 | — | — | 57,608 | 26,642 | — | — | 26,642 | ||||||||||||||||||||||||
Municipal securities: | ||||||||||||||||||||||||||||||||
General obligation | 38,950 | 480 | (22 | ) | 39,408 | 54,003 | 555 | (136 | ) | 54,422 | ||||||||||||||||||||||
Pre-refunded | 8,486 | 59 | (10 | ) | 8,535 | 10,835 | 82 | — | 10,917 | |||||||||||||||||||||||
Revenue | 68,871 | 571 | (42 | ) | 69,400 | 68,801 | 545 | (292 | ) | 69,054 | ||||||||||||||||||||||
Variable rate demand notes | 18,000 | — | — | 18,000 | 28,575 | — | — | 28,575 | ||||||||||||||||||||||||
Asset backed securities | 179,418 | 636 | (69 | ) | 179,985 | 138,803 | 579 | (332 | ) | 139,050 | ||||||||||||||||||||||
Mortgage backed securities | 47,113 | 1,157 | — | 48,270 | 33,974 | — | (83 | ) | 33,891 | |||||||||||||||||||||||
Cost and equity method investments | 38,087 | — | — | 38,087 | 22,239 | — | — | 22,239 | ||||||||||||||||||||||||
Life insurance contracts | 15,545 | — | — | 15,545 | 15,369 | — | — | 15,369 | ||||||||||||||||||||||||
Total | $ | 1,198,999 | $ | 7,414 | $ | (3,658 | ) | $ | 1,202,755 | $ | 945,129 | $ | 4,788 | $ | (8,945 | ) | $ | 940,972 | ||||||||||||||
Fair Value Of Available-For-Sale Investments With Gross Unrealized Losses By Investment Type And Length Of Time | ' | |||||||||||||||||||||||||||||||
The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a continuous unrealized loss position were as follows: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Less Than 12 Months | 12 Months or More | Less Than 12 Months | 12 Months or More | |||||||||||||||||||||||||||||
Unrealized Losses | Fair | Unrealized Losses | Fair | Unrealized Losses | Fair | Unrealized Losses | Fair | |||||||||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | (18 | ) | $ | 11,987 | $ | (3,331 | ) | $ | 179,105 | $ | (6,188 | ) | $ | 172,365 | $ | (1,307 | ) | $ | 26,454 | ||||||||||||
Corporate securities | (149 | ) | 56,343 | (17 | ) | 985 | (400 | ) | 52,725 | (207 | ) | 5,020 | ||||||||||||||||||||
Municipal securities: | ||||||||||||||||||||||||||||||||
General obligation | — | — | (22 | ) | 3,476 | (72 | ) | 3,480 | (63 | ) | 2,426 | |||||||||||||||||||||
Pre-refunded | (10 | ) | 1,034 | — | — | — | — | — | — | |||||||||||||||||||||||
Revenue | — | — | (42 | ) | 3,413 | (292 | ) | 27,789 | — | — | ||||||||||||||||||||||
Asset backed securities | — | — | — | — | (333 | ) | 37,689 | — | — | |||||||||||||||||||||||
Mortgage backed securities | (3 | ) | 9,969 | (66 | ) | 15,706 | (83 | ) | 33,891 | — | — | |||||||||||||||||||||
Total | $ | (180 | ) | $ | 79,333 | $ | (3,478 | ) | $ | 202,685 | $ | (7,368 | ) | $ | 327,939 | $ | (1,577 | ) | $ | 33,900 | ||||||||||||
Contractual Maturities Of Short-Term And Long-Term Investments And Restricted Deposits | ' | |||||||||||||||||||||||||||||||
The contractual maturities of short-term and long-term investments and restricted deposits are as follows: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Investments | Restricted Deposits | Investments | Restricted Deposits | |||||||||||||||||||||||||||||
Amortized | Fair | Amortized | Fair | Amortized | Fair | Amortized | Fair | |||||||||||||||||||||||||
Cost | Value | Cost | Value | Cost | Value | Cost | Value | |||||||||||||||||||||||||
One year or less | $ | 126,496 | $ | 127,348 | $ | 60,665 | $ | 60,665 | $ | 101,537 | $ | 102,126 | $ | 40,633 | $ | 40,637 | ||||||||||||||||
One year through five years | 855,731 | 859,409 | 17,770 | 17,777 | 609,755 | 610,589 | 6,301 | 6,309 | ||||||||||||||||||||||||
Five years through ten years | 118,210 | 116,873 | — | — | 157,003 | 151,221 | — | — | ||||||||||||||||||||||||
Greater than ten years | 20,127 | 20,683 | — | — | 29,900 | 30,090 | — | — | ||||||||||||||||||||||||
Total | $ | 1,120,564 | $ | 1,124,313 | $ | 78,435 | $ | 78,442 | $ | 898,195 | $ | 894,026 | $ | 46,934 | $ | 46,946 | ||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements By Level For Assets And Liabilities Measured At Fair Value On A Recurring Basis | ' | |||||||||||||||
The following table summarizes fair value measurements by level at June 30, 2014, for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 1,199,784 | $ | — | $ | — | $ | 1,199,784 | ||||||||
Investments available for sale: | ||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 288,546 | $ | 19,189 | $ | — | $ | 307,735 | ||||||||
Corporate securities | — | 399,348 | — | 399,348 | ||||||||||||
Municipal securities: | ||||||||||||||||
General obligation | — | 39,408 | — | 39,408 | ||||||||||||
Pre-refunded | — | 8,535 | — | 8,535 | ||||||||||||
Revenue | — | 69,400 | — | 69,400 | ||||||||||||
Variable rate demand notes | — | 18,000 | — | 18,000 | ||||||||||||
Asset backed securities | — | 179,985 | — | 179,985 | ||||||||||||
Mortgage backed securities | — | 48,270 | — | 48,270 | ||||||||||||
Total investments | $ | 288,546 | $ | 782,135 | $ | — | $ | 1,070,681 | ||||||||
Restricted deposits available for sale: | ||||||||||||||||
Cash and cash equivalents | $ | 57,608 | $ | — | $ | — | $ | 57,608 | ||||||||
Certificates of deposit | 5,892 | — | — | 5,892 | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 14,942 | — | — | 14,942 | ||||||||||||
Total restricted deposits | $ | 78,442 | $ | — | $ | — | $ | 78,442 | ||||||||
Other long-term assets: Interest rate swap agreements | $ | — | $ | 9,506 | $ | — | $ | 9,506 | ||||||||
Total assets at fair value | $ | 1,566,772 | $ | 791,641 | $ | — | $ | 2,358,413 | ||||||||
The following table summarizes fair value measurements by level at December 31, 2013, for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 974,304 | $ | — | $ | — | $ | 974,304 | ||||||||
Investments available for sale: | ||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 212,185 | $ | 12,238 | $ | — | $ | 224,423 | ||||||||
Corporate securities | — | 296,086 | — | 296,086 | ||||||||||||
Municipal securities: | ||||||||||||||||
General obligation | — | 54,422 | — | 54,422 | ||||||||||||
Pre-refunded | — | 10,917 | — | 10,917 | ||||||||||||
Revenue | — | 69,054 | — | 69,054 | ||||||||||||
Variable rate demand notes | — | 28,575 | — | 28,575 | ||||||||||||
Asset backed securities | — | 139,050 | — | 139,050 | ||||||||||||
Mortgage backed securities | — | 33,891 | — | 33,891 | ||||||||||||
Total investments | $ | 212,185 | $ | 644,233 | $ | — | $ | 856,418 | ||||||||
Restricted deposits available for sale: | ||||||||||||||||
Cash and cash equivalents | $ | 26,642 | $ | — | $ | — | $ | 26,642 | ||||||||
Certificates of deposit | 5,891 | — | — | 5,891 | ||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 14,413 | — | — | 14,413 | ||||||||||||
Total restricted deposits | $ | 46,946 | $ | — | $ | — | $ | 46,946 | ||||||||
Other long-term assets: Interest rate swap agreements | $ | — | $ | 9,576 | $ | — | $ | 9,576 | ||||||||
Total assets at fair value | $ | 1,233,435 | $ | 653,809 | $ | — | $ | 1,887,244 | ||||||||
Debt_Tables
Debt (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule Of Debt | ' | |||||||
Debt consists of the following: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Senior notes, at par | $ | 725,000 | $ | 425,000 | ||||
Unamortized premium on senior notes | 5,166 | 6,052 | ||||||
Fair value of interest rate swap agreements | 9,506 | 9,576 | ||||||
Senior notes | 739,672 | 440,628 | ||||||
Revolving credit agreement | 70,000 | 150,000 | ||||||
Mortgage notes payable | 71,437 | 72,785 | ||||||
Capital leases and other | 9,916 | 5,349 | ||||||
Total debt | 891,025 | 668,762 | ||||||
Less current portion | (6,135 | ) | (3,065 | ) | ||||
Long-term debt | $ | 884,890 | $ | 665,697 | ||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Calculation Of Basic And Diluted Net Earnings Per Common Share | ' | |||||||||||||||
The following table sets forth the calculation of basic and diluted net earnings per common share: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Earnings attributable to Centene Corporation: | ||||||||||||||||
Earnings from continuing operations, net of tax | $ | 47,183 | $ | 40,289 | $ | 80,999 | $ | 62,928 | ||||||||
Discontinued operations, net of tax | 1,680 | (805 | ) | 847 | (442 | ) | ||||||||||
Net earnings | $ | 48,863 | $ | 39,484 | $ | 81,846 | $ | 62,486 | ||||||||
Shares used in computing per share amounts: | ||||||||||||||||
Weighted average number of common shares outstanding | 57,758,683 | 54,529,036 | 57,622,039 | 53,449,077 | ||||||||||||
Common stock equivalents (as determined by applying the treasury stock method) | 1,958,575 | 2,072,624 | 1,925,381 | 1,999,319 | ||||||||||||
Weighted average number of common shares and potential dilutive common shares outstanding | 59,717,258 | 56,601,660 | 59,547,420 | 55,448,396 | ||||||||||||
Net earnings (loss) per common share attributable to Centene Corporation: | ||||||||||||||||
Basic: | ||||||||||||||||
Continuing operations | $ | 0.82 | $ | 0.74 | $ | 1.41 | $ | 1.18 | ||||||||
Discontinued operations | 0.03 | (0.02 | ) | 0.01 | (0.01 | ) | ||||||||||
Basic earnings per common share | $ | 0.85 | $ | 0.72 | $ | 1.42 | $ | 1.17 | ||||||||
Diluted: | ||||||||||||||||
Continuing operations | $ | 0.79 | $ | 0.71 | $ | 1.36 | $ | 1.14 | ||||||||
Discontinued operations | 0.03 | (0.01 | ) | 0.01 | (0.01 | ) | ||||||||||
Diluted earnings per common share | $ | 0.82 | $ | 0.7 | $ | 1.37 | $ | 1.13 | ||||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment information for the three months ended June 30, 2014, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 3,224,849 | $ | 516,238 | $ | — | $ | 3,741,087 | ||||||||
Premium and service revenues from internal customers | 13,789 | 675,825 | (689,614 | ) | — | |||||||||||
Total premium and service revenues | $ | 3,238,638 | $ | 1,192,063 | $ | (689,614 | ) | $ | 3,741,087 | |||||||
Earnings from operations | $ | 63,821 | $ | 28,851 | $ | — | $ | 92,672 | ||||||||
Segment information for the three months ended June 30, 2013, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 2,324,750 | $ | 194,161 | $ | — | $ | 2,518,911 | ||||||||
Premium and service revenues from internal customers | 10,292 | 523,154 | (533,446 | ) | — | |||||||||||
Total premium and service revenues | $ | 2,335,042 | $ | 717,315 | $ | (533,446 | ) | $ | 2,518,911 | |||||||
Earnings from operations | $ | 45,601 | $ | 23,136 | $ | — | $ | 68,737 | ||||||||
Segment information for the six months ended June 30, 2014, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 6,194,570 | $ | 898,578 | $ | — | $ | 7,093,148 | ||||||||
Premium and service revenues from internal customers | 26,614 | 1,314,741 | (1,341,355 | ) | — | |||||||||||
Total premium and service revenues | $ | 6,221,184 | $ | 2,213,319 | $ | (1,341,355 | ) | $ | 7,093,148 | |||||||
Earnings from operations | $ | 107,951 | $ | 54,755 | $ | — | $ | 162,706 | ||||||||
Segment information for the six months ended June 30, 2013, follows: | ||||||||||||||||
Managed Care | Specialty | Eliminations | Consolidated | |||||||||||||
Services | Total | |||||||||||||||
Premium and service revenues from external customers | $ | 4,621,199 | $ | 319,545 | $ | — | $ | 4,940,744 | ||||||||
Premium and service revenues from internal customers | 20,345 | 1,050,607 | (1,070,952 | ) | — | |||||||||||
Total premium and service revenues | $ | 4,641,544 | $ | 1,370,152 | $ | (1,070,952 | ) | $ | 4,940,744 | |||||||
Earnings from operations | $ | 54,860 | $ | 53,477 | $ | — | $ | 108,337 | ||||||||
Acquisition_Details
Acquisition (Details) (USD $) | 1 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Business Combinations [Abstract] | ' | ' | ' |
Percentage of acquisition | 68.00% | ' | ' |
Business Combination, Consideration Transferred | $213,664 | ' | ' |
Common stock issued for acquisition | 132,686 | ' | ' |
Payments to Acquire Businesses, Gross | 80,978 | ' | ' |
Business Combination, Total Fair Value | 329,689 | ' | ' |
Goodwill | 294,074 | 642,613 | 348,432 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $40,170 | ' | ' |
BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductiblePercent | 70.00% | ' | ' |
Percent of future consideration issuable in shares | 50.00% | ' | ' |
Acquisition_Redeemable_Noncont1
Acquisition Redeemable Noncontrolling Interest (Details) (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2013 |
Redeemable Noncontrolling Interest [Line Items] | ' | ' | ' |
Redeemable Noncontrolling Interest, Equity, Fair Value | ' | $116,025 | ' |
Proceeds from Noncontrolling Interests | 5,407 | ' | ' |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | -1,761 | ' | ' |
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $119,671 | ' | $0 |
Discontinued_Operations_Discon
Discontinued Operations Discontinued Operations (Operating Results) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Cash Dividends Paid to Parent Company by Consolidated Subsidiaries | $8,000 | ' | ' | ' |
Health Insurer Fee Expense, from discontinued operations | 894 | ' | 1,788 | ' |
Disposal Group, Including Discontinued Operation, Revenue | 0 | 115,407 | 0 | 235,816 |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 3,141 | -1,503 | 2,300 | -792 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $1,680 | ($805) | $847 | ($442) |
Discontinued_Operations_Discon1
Discontinued Operations Discontinued Operations (Assets & Liabilities) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Statutory capital and surplus | $72,400 | ' |
Assets of Disposal Group, Including Discontinued Operation, Current | 72,839 | 77,512 |
Disposal Group, Including Discontinued Operations, Long Term Investments and Restricted Deposits | 26,430 | 38,305 |
Assets of Disposal Group, Including Discontinued Operation | 99,269 | 115,817 |
Disposal Group, Including Discontinued Operations, Medical Claims Liability | 14,251 | 27,637 |
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities | 10,391 | 2,657 |
Disposal Group, Including Discontinued Operation, Other Noncurrent Liabilities | 451 | 1,028 |
Liabilities of Disposal Group, Including Discontinued Operation | $25,093 | $31,322 |
ShortTerm_And_LongTerm_Investm2
Short-Term And Long-Term Investments And Restricted Deposits (Narrative) (Details) | Jun. 30, 2014 |
positions | |
Investments, Debt and Equity Securities [Abstract] | ' |
Percentage of investments in securities recorded at fair value that carry a rating by Moody's or S&P of AAA/Aaa | 53.00% |
Percentage of investments in securities recorded at fair value that carry a rating by Moody's or S&P of AA-/Aa3 or higher | 65.00% |
Percentage of investments in securities recorded at fair value that carry a rating by Moody's or S&P of A-/A3 or higher | 93.00% |
Positions from which gross unrealized losses were generated | 51 |
TotalUnrealizedInvestmentPositions | 323 |
ShortTerm_And_LongTerm_Investm3
Short-Term And Long-Term Investments And Restricted Deposits (Short-Term And Long-Term Investments And Restricted Deposits By Investment Type) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | $1,198,999 | $945,129 |
Fair Value | 1,202,755 | 940,972 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 7,414 | 4,788 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -3,658 | -8,945 |
U.S. Treasury Securities And Obligations Of U.S. Government Corporations And Agencies [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 325,602 | 246,085 |
Fair Value | 322,677 | 238,836 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 424 | 245 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -3,349 | -7,494 |
Corporate Securities [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 395,427 | 293,912 |
Fair Value | 399,348 | 296,086 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 4,087 | 2,782 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -166 | -608 |
Restricted Certificates Of Deposit [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 5,892 | 5,891 |
Fair Value | 5,892 | 5,891 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | 0 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | 0 | 0 |
Restricted Cash Equivalents [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 57,608 | 26,642 |
Fair Value | 57,608 | 26,642 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | 0 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | 0 | 0 |
Municipal Securities, General Obligation [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 38,950 | 54,003 |
Fair Value | 39,408 | 54,422 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 480 | 555 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -22 | -136 |
Municipal Securities, Pre-Refunded [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 8,486 | 10,835 |
Fair Value | 8,535 | 10,917 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 59 | 82 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -10 | 0 |
Municipal Securities, Revenue [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 68,871 | 68,801 |
Fair Value | 69,400 | 69,054 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 571 | 545 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -42 | -292 |
Municipal Securities, Variable Rate Demand Notes [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 18,000 | 28,575 |
Fair Value | 18,000 | 28,575 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | 0 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | 0 | 0 |
Asset Backed Securities [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 179,418 | 138,803 |
Fair Value | 179,985 | 139,050 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 636 | 579 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | -69 | -332 |
Mortgage-backed Securities, Issued by US Government Sponsored Enterprises [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 47,113 | 33,974 |
Fair Value | 48,270 | 33,891 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 1,157 | 0 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | 0 | -83 |
Cost And Equity Method Investments [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 38,087 | 22,239 |
Fair Value | 38,087 | 22,239 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | 0 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | 0 | 0 |
Life Insurance Contracts [Member] | ' | ' |
Schedule Of Investments And Restricted Deposits By Type [Line Items] | ' | ' |
Amortized Cost | 15,545 | 15,369 |
Fair Value | 15,545 | 15,369 |
Available For Sale Securities Gross Unrealized Gain Accumulated In Investments | 0 | 0 |
Available For Sale Securities Gross Unrealized Loss Accumulated In Investments | $0 | $0 |
ShortTerm_And_LongTerm_Investm4
Short-Term And Long-Term Investments And Restricted Deposits (Fair Value Of Available-For-Sale Investments With Gross Unrealized Losses By Investment Type And Length Of Time) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | $79,333 | $327,939 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 3,478 | 1,577 |
12 Months or More, Fair Value | 202,685 | 33,900 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | -180 | -7,368 |
U.S. Treasury Securities And Obligations Of U.S. Government Corporations And Agencies [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | 11,987 | 172,365 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 3,331 | 1,307 |
12 Months or More, Fair Value | 179,105 | 26,454 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | -18 | -6,188 |
Corporate Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | 56,343 | 52,725 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 17 | 207 |
12 Months or More, Fair Value | 985 | 5,020 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | -149 | -400 |
Municipal Securities, General Obligation [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | 0 | 3,480 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 22 | 63 |
12 Months or More, Fair Value | 3,476 | 2,426 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | 0 | -72 |
Municipal Securities, Pre-Refunded [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | 1,034 | 0 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 0 | 0 |
12 Months or More, Fair Value | 0 | 0 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | -10 | 0 |
Municipal Securities, Revenue [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | 0 | 27,789 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 42 | 0 |
12 Months or More, Fair Value | 3,413 | 0 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | 0 | -292 |
Asset Backed Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | 0 | 37,689 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 0 | 0 |
12 Months or More, Fair Value | 0 | 0 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | 0 | -333 |
Mortgage-backed Securities, Issued by US Government Sponsored Enterprises [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Less Than 12 Months, Fair Value | 9,969 | 33,891 |
Available For Sale Securities Continuous Unrealized Loss Position 12 Months Or Longer Aggregate Losses Accumulated In Investments | 66 | 0 |
12 Months or More, Fair Value | 15,706 | 0 |
Available For Sale Securities Continuous Unrealized Loss Position Less Than12 Months Aggregate Losses Accumulated In Investments | ($3) | ($83) |
ShortTerm_And_LongTerm_Investm5
Short-Term And Long-Term Investments And Restricted Deposits (Contractual Maturities Of Short-Term And Long-Term Investments And Restricted Deposits) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
One year or less, Amortized Cost | $126,496 | $101,537 |
One year through five years, Amortized Cost | 855,731 | 609,755 |
Five years through ten years, Amortized Cost | 118,210 | 157,003 |
Greater than ten years, Amortized Cost | 20,127 | 29,900 |
Total, Amortized Cost | 1,120,564 | 898,195 |
One year or less, Fair Value | 127,348 | 102,126 |
One year through five years, Fair Value | 859,409 | 610,589 |
Five years through ten years, Fair Value | 116,873 | 151,221 |
Greater than ten years, Fair Value | 20,683 | 30,090 |
Total, Fair Value | 1,124,313 | 894,026 |
Restricted Deposits [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
One year or less, Amortized Cost | 60,665 | 40,633 |
One year through five years, Amortized Cost | 17,770 | 6,301 |
Five years through ten years, Amortized Cost | 0 | 0 |
Greater than ten years, Amortized Cost | 0 | 0 |
Total, Amortized Cost | 78,435 | 46,934 |
One year or less, Fair Value | 60,665 | 40,637 |
One year through five years, Fair Value | 17,777 | 6,309 |
Five years through ten years, Fair Value | 0 | 0 |
Greater than ten years, Fair Value | 0 | 0 |
Total, Fair Value | $78,442 | $46,946 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value Measurements By Level For Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents | $1,199,784 | $974,304 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 307,735 | 224,423 |
Corporate securities | 399,348 | 296,086 |
Municipal securities, General obligation | 39,408 | 54,422 |
Municipal securities, Pre-refunded | 8,535 | 10,917 |
Municipal securities, Revenue | 69,400 | 69,054 |
Municipal securities, Variable rate demand notes | 18,000 | 28,575 |
Asset backed securities | 179,985 | 139,050 |
Mortgage backed securities | 48,270 | 33,891 |
Total investments | 1,070,681 | 856,418 |
Cash and cash equivalents | 57,608 | 26,642 |
Certificates of deposit | 5,892 | 5,891 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 14,942 | 14,413 |
Total restricted deposits | 78,442 | 46,946 |
Other long-term assets: Interest rate swap agreements | 9,506 | 9,576 |
Total assets at fair value | 2,358,413 | 1,887,244 |
Level I [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents | 1,199,784 | 974,304 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 288,546 | 212,185 |
Corporate securities | 0 | 0 |
Municipal securities, General obligation | 0 | 0 |
Municipal securities, Pre-refunded | 0 | 0 |
Municipal securities, Revenue | 0 | 0 |
Municipal securities, Variable rate demand notes | 0 | 0 |
Asset backed securities | 0 | 0 |
Mortgage backed securities | 0 | 0 |
Total investments | 288,546 | 212,185 |
Cash and cash equivalents | 57,608 | 26,642 |
Certificates of deposit | 5,892 | 5,891 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 14,942 | 14,413 |
Total restricted deposits | 78,442 | 46,946 |
Other long-term assets: Interest rate swap agreements | 0 | 0 |
Total assets at fair value | 1,566,772 | 1,233,435 |
Level II [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents | 0 | 0 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 19,189 | 12,238 |
Corporate securities | 399,348 | 296,086 |
Municipal securities, General obligation | 39,408 | 54,422 |
Municipal securities, Pre-refunded | 8,535 | 10,917 |
Municipal securities, Revenue | 69,400 | 69,054 |
Municipal securities, Variable rate demand notes | 18,000 | 28,575 |
Asset backed securities | 179,985 | 139,050 |
Mortgage backed securities | 48,270 | 33,891 |
Total investments | 782,135 | 644,233 |
Cash and cash equivalents | 0 | 0 |
Certificates of deposit | 0 | 0 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 0 | 0 |
Total restricted deposits | 0 | 0 |
Other long-term assets: Interest rate swap agreements | 9,506 | 9,576 |
Total assets at fair value | 791,641 | 653,809 |
Level III [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents | 0 | 0 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 0 | 0 |
Corporate securities | 0 | 0 |
Municipal securities, General obligation | 0 | 0 |
Municipal securities, Pre-refunded | 0 | 0 |
Municipal securities, Revenue | 0 | 0 |
Municipal securities, Variable rate demand notes | 0 | 0 |
Asset backed securities | 0 | 0 |
Mortgage backed securities | 0 | 0 |
Total investments | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Certificates of deposit | 0 | 0 |
U.S. Treasury securities and obligations of U.S. government corporations and agencies | 0 | 0 |
Total restricted deposits | 0 | 0 |
Other long-term assets: Interest rate swap agreements | 0 | 0 |
Total assets at fair value | $0 | $0 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ' | ' |
Transfers from Level I to Level II | $14,161 | ' |
Transfers from Level II to Level I | 1,214 | ' |
Life insurance contracts and other non-majority owned investments, fair value | $53,632 | $37,608 |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | 31-May-13 | Apr. 30, 2013 | 31-May-11 | 31-May-11 | Jun. 30, 2014 | Nov. 30, 2012 | Apr. 30, 2014 | Jun. 30, 2014 |
5.75% Senior Notes [Member] | 5.75% Senior Notes [Member] | 5.75% Senior Notes [Member] | 4.75% Percent Senior Notes [Member] [Member] | 4.75% Percent Senior Notes [Member] [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes, at par | $725,000 | ' | $425,000 | ' | ' | ' | $250,000 | ' | $175,000 | $300,000 | ' |
Fair value of interest rate swap agreements | 9,506 | ' | 9,576 | ' | ' | ' | ' | 8,935 | ' | ' | 571 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | 5.75% | ' | ' | 4.75% | ' |
Senior notes due date | ' | ' | ' | ' | ' | ' | 1-Jun-17 | ' | ' | 15-May-22 | ' |
Senior notes, effective yield | ' | ' | ' | ' | ' | ' | 6.00% | ' | 4.29% | ' | ' |
Derivative, Notional Amount | ' | 300,000 | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Premium | 5,166 | ' | 6,052 | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate of swap, percentage | 3.73% | ' | ' | ' | ' | ' | ' | ' | ' | 2.52% | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | 500,000 | 350,000 | ' | ' | ' | ' | ' | ' |
Revolving credit agreement | 70,000 | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms | 'The agreement contains non-financial and financial covenants, including requirements of minimum fixed charge coverage ratios, maximum debt-to-EBITDA ratios and minimum tangible net worth. The Company is required to not exceed a maximum debt-to-EBITDA ratio of 3.0 to 1.0. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, due date | 1-Jun-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit, Minimum carrying amount of unrestricted cash | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Weighted Average Interest Rate | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | 30,649 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit bore interest | 0.46% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guarantor Obligations, Maximum Exposure, Undiscounted | $159,728 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Schedule_Of_Debt_Details
Debt (Schedule Of Debt) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Senior notes, at par | $725,000 | $425,000 |
Debt Instrument, Unamortized Premium | 5,166 | 6,052 |
Interest rate swap fair value | 9,506 | 9,576 |
Senior notes | 739,672 | 440,628 |
Revolving credit agreement | 70,000 | 150,000 |
Mortgage notes payable | 71,437 | 72,785 |
Capital leases and other | 9,916 | 5,349 |
Total debt | 891,025 | 668,762 |
Less current portion | -6,135 | -3,065 |
Long-term debt | $884,890 | $665,697 |
Interest_Rate_Swap_Details
Interest Rate Swap (Details) (USD $) | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||
In Thousands, unless otherwise specified | Apr. 30, 2014 | 31-May-11 | Jun. 30, 2014 | Dec. 31, 2013 | 31-May-11 | Jun. 30, 2014 | Nov. 30, 2012 | Apr. 30, 2014 | Jun. 30, 2014 |
5.75% Senior Notes [Member] | 5.75% Senior Notes [Member] | 5.75% Senior Notes [Member] | 4.75% Percent Senior Notes [Member] [Member] | 4.75% Percent Senior Notes [Member] [Member] | |||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Notional Amount | $300,000 | $250,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | 1-Jun-17 | ' | ' | 15-May-22 | ' |
Derivative, Fixed Interest Rate | 4.75% | 5.75% | ' | ' | ' | ' | ' | ' | ' |
Derivative, Description of Variable Rate Basis | 'three month LIBOR plus 2.27% | 'three month LIBOR plus 3.50% | ' | ' | ' | ' | ' | ' | ' |
Senior notes, at par | ' | ' | 725,000 | 425,000 | 250,000 | ' | 175,000 | 300,000 | ' |
Variable rate of swap, percentage | ' | ' | 3.73% | ' | ' | ' | ' | 2.52% | ' |
Fair value of interest rate swap agreements | ' | ' | $9,506 | $9,576 | ' | $8,935 | ' | ' | $571 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jan. 31, 2014 | |
Stockholders' Equity Attributable to Parent [Abstract] | ' | ' |
Percentage of acquisition | ' | 68.00% |
Common stock issued for acquisition (in shares) | 2,243,217 | ' |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net earnings (loss) attributable to Centene Corporation | $47,183 | $40,289 | $80,999 | $62,928 |
Discontinued operations, net of income tax expense (benefit) | 1,680 | -805 | 847 | -442 |
Net Income (Loss) Attributable to Parent | $48,863 | $39,484 | $81,846 | $62,486 |
Weighted average number of common shares outstanding (in shares) | 57,758,683 | 54,529,036 | 57,622,039 | 53,449,077 |
Common stock equivalents (as determined by applying the treasury stock method) | 1,958,575 | 2,072,624 | 1,925,381 | 1,999,319 |
Weighted average number of common shares and potential dilutive common shares outstanding (in shares) | 59,717,258 | 56,601,660 | 59,547,420 | 55,448,396 |
Income (Loss) from Continuing Operations, Per Basic Share | $0.82 | $0.74 | $1.41 | $1.18 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share | $0.03 | ($0.02) | $0.01 | ($0.01) |
Basic earnings (loss) per common share (in dollars per share) | $0.85 | $0.72 | $1.42 | $1.17 |
Continuing operations, Diluted | $0.79 | $0.71 | $1.36 | $1.14 |
Discontinued operations, Diluted | $0.03 | ($0.01) | $0.01 | ($0.01) |
Diluted earnings (loss) per common share (in dollars per share) | $0.82 | $0.70 | $1.37 | $1.13 |
Anti-dilutive stock options, restricted stock and restricted stock units excluded from the calculation of diluted earnings per common share | 51,855 | 35,094 | 55,544 | 68,809 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
segments | segments | |||
Number of Reportable Segments | ' | ' | 2 | 2 |
Revenues | $4,023,700 | $2,610,539 | $7,483,588 | $5,136,021 |
Premium and service revenues | 3,741,087 | 2,518,911 | 7,093,148 | 4,940,744 |
Earnings (loss) from operations | 92,672 | 68,737 | 162,706 | 108,337 |
Intersegment Eliminations [Member] | ' | ' | ' | ' |
Premium and service revenues | -689,614 | -533,446 | -1,341,355 | -1,070,952 |
Earnings (loss) from operations | 0 | 0 | 0 | 0 |
Operating Segments [Member] | Medicaid Managed Care [Member] | ' | ' | ' | ' |
Premium and service revenues | 3,238,638 | 2,335,042 | 6,221,184 | 4,641,544 |
Earnings (loss) from operations | 63,821 | 45,601 | 107,951 | 54,860 |
Operating Segments [Member] | Specialty Services [Member] | ' | ' | ' | ' |
Premium and service revenues | 1,192,063 | 717,315 | 2,213,319 | 1,370,152 |
Earnings (loss) from operations | 28,851 | 23,136 | 54,755 | 53,477 |
Internal Customer [Member] | ' | ' | ' | ' |
Revenues | 0 | 0 | 0 | 0 |
Internal Customer [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' |
Revenues | -689,614 | -533,446 | -1,341,355 | -1,070,952 |
Internal Customer [Member] | Operating Segments [Member] | Medicaid Managed Care [Member] | ' | ' | ' | ' |
Revenues | 13,789 | 10,292 | 26,614 | 20,345 |
Internal Customer [Member] | Operating Segments [Member] | Specialty Services [Member] | ' | ' | ' | ' |
Revenues | 675,825 | 523,154 | 1,314,741 | 1,050,607 |
External Customer [Member] | ' | ' | ' | ' |
Revenues | 3,741,087 | 2,518,911 | 7,093,148 | 4,940,744 |
External Customer [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' |
Revenues | 0 | 0 | 0 | 0 |
External Customer [Member] | Operating Segments [Member] | Medicaid Managed Care [Member] | ' | ' | ' | ' |
Revenues | 3,224,849 | 2,324,750 | 6,194,570 | 4,621,199 |
External Customer [Member] | Operating Segments [Member] | Specialty Services [Member] | ' | ' | ' | ' |
Revenues | $516,238 | $194,161 | $898,578 | $319,545 |
Contingencies_Details
Contingencies (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Kentucky Spirit Performance Bond | $25,000 |
Commonwealth of Kentucky Alleged Increased Program Costs - Low End of Range | 28,000 |
Commonwealth of Kentucky Alleged Increased Program Costs - High End of Range | 40,000 |
Commonwealth of Kentucky Alleged Associated CMS Expenditures - Low End of Range | 92,000 |
Commonwealth of Kentucky Alleged Associated CMS Expenditures - High End of Range | $134,000 |
Loss Contingency, Allegations | 'In October 2012, the Company notified the Cabinet that it was exercising a contractual right that it believes allows the Company to terminate its Medicaid managed care contract with the Commonwealth effective July 5, 2013.B The Company also filed a lawsuit in Franklin Circuit Court against the Commonwealth seeking a declaration of the Company's right to terminate the contract on July 5, 2013.B In April 2013, the Commonwealth answered that lawsuit and filed counterclaims against the Company seeking declaratory relief and damages.B In May 2013, the Franklin Circuit Court ruled that Kentucky Spirit does not have a contractual right to terminate the contract early.B Kentucky Spirit has appealed that ruling to the Kentucky Court of Appeals. The Company also filed a formal dispute with the Cabinet for damages incurred under the contract, which was later appealed to and denied by the Finance and Administration Cabinet.B In response, the Company filed a lawsuit in April 2013, in Franklin Circuit Court seeking damages against the Commonwealth for losses sustained due to the Commonwealth's alleged breaches. This lawsuit was subsequently consolidated with the original lawsuit for declaratory relief and continues to proceed. Kentucky Spirit's efforts to resolve issues with the Commonwealth were unsuccessful and on July 5, 2013, Kentucky Spirit proceeded with its previously announced exit.B The Commonwealth has alleged that Kentucky Spirit's exit constitutes a material breach of contract.B The Commonwealth seeks to recover substantial damages and to enforce its rights under Kentucky Spirit's $25,000 performance bond. In March 2014, Kentucky Spirit received a demand letter from the Commonwealth seeking damages to reimburse the Commonwealth for its alleged incurred and expected losses, expenses, transition costs and other damages for the period July 6, 2013 until July 5, 2014. The letter stated that the Commonwealth is seeking damages only on behalf of the Commonwealth, not the federal Centers for Medicare and Medicaid Services (CMS). In June 2014, the Commonwealth informed the Kentucky Department of Insurance that its expenditures due to Kentucky's Spirit's departure range from $28,000 to $40,000 plus interest, and that the associated CMS expenditures range from $92,000 to $134,000. Kentucky Spirit disputes the Commonwealth's alleged damages, is pursuing its own litigation claims for damages against the Commonwealth and will vigorously defend against any allegations that it has breached the contract. |
Loss Contingency, Inestimable Loss | 'The resolution of the Kentucky litigation matters may result in a range of possible outcomes.B If the Company prevails on its claims, Kentucky Spirit would be entitled to damages under its lawsuit.B If the Commonwealth prevails, a liability to the Commonwealth could be recorded.B The Company is unable to estimate the ultimate outcome resulting from the Kentucky litigation.B As a result, the Company has not recorded any receivable or any liability for potential damages under the contract as of June 30, 2014.B While uncertain, the ultimate resolution of the pending litigation could have a material effect on the financial position, cash flow or results of operations of the Company in the period it is resolved or becomes known. |
Subsequent_Events_Details
Subsequent Events (Details) | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2014 | Jun. 30, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 |
USD ($) | USD ($) | Ribera Salud [Member] | Ribera Salud [Member] | Community Health Solutions [Member] | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
USD ($) | EUR (€) | USD ($) | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | ' | ' | ' | ' | $110,000 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | 140,000 |
Business Combination, Consideration Transferred | 213,664 | ' | ' | ' | 72,100 |
Payments to Acquire Businesses, Gross | 80,978 | ' | ' | ' | 14,100 |
Common stock issued for acquisition | 132,686 | ' | ' | ' | 58,000 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | 746,369 |
Payments to Acquire Interest in Joint Venture | ' | ' | 16,000 | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | 50.00% | ' | ' |
Letters of Credit Outstanding, Amount | ' | $30,649 | $65,000 | € 48,000 | ' |