Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 25, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-31719 | |
Entity Registrant Name | MOLINA HEALTHCARE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-4204626 | |
Entity Address, Address Line One | 200 Oceangate, Suite 100 | |
Entity Address, City or Town | Long Beach, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90802 | |
City Area Code | 562 | |
Local Phone Number | 435-3666 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Trading Symbol | MOH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 62,700,000 | |
Entity Central Index Key | 0001179929 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Premium revenue | $ 4,084 | $ 4,337 | $ 12,085 | $ 13,174 |
Premium tax revenue | 119 | 110 | 367 | 320 |
Health insurer fees reimbursed | 0 | 83 | 0 | 248 |
Service revenue | 0 | 130 | 0 | 391 |
Investment income and other revenue | 40 | 37 | 103 | 93 |
Total revenue | 4,243 | 4,697 | 12,555 | 14,226 |
Operating expenses: | ||||
General and administrative expenses | 323 | 311 | 953 | 998 |
Premium tax expenses | 119 | 110 | 367 | 320 |
Health insurer fees | 0 | 87 | 0 | 261 |
Depreciation and amortization | 21 | 25 | 68 | 76 |
Restructuring costs | 0 | 5 | 5 | 38 |
Total operating expenses | 3,986 | 4,439 | 11,753 | 13,404 |
Gain on sale of subsidiary | 0 | 37 | 0 | 37 |
Operating income | 257 | 295 | 802 | 859 |
Other expenses, net: | ||||
Interest expense | 22 | 26 | 67 | 91 |
Other expenses (income), net | 2 | 10 | (15) | 25 |
Total other expenses, net | 24 | 36 | 52 | 116 |
Income before income tax expense | 233 | 259 | 750 | 743 |
Income tax expense | 58 | 62 | 181 | 237 |
Net income | $ 175 | $ 197 | $ 569 | $ 506 |
Net income per share: | ||||
Basic (in dollars per share) | $ 2.81 | $ 3.22 | $ 9.15 | $ 8.32 |
Diluted (in dollars per share) | $ 2.75 | $ 2.90 | $ 8.80 | $ 7.60 |
Medical care costs | ||||
Operating expenses: | ||||
Cost of revenue | $ 3,523 | $ 3,790 | $ 10,360 | $ 11,362 |
Cost of service revenue | ||||
Operating expenses: | ||||
Cost of revenue | $ 0 | $ 111 | $ 0 | $ 349 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 175 | $ 197 | $ 569 | $ 506 |
Other comprehensive income (loss): | ||||
Unrealized investment income (loss) | 0 | 1 | 17 | (5) |
Less: effect of income taxes | 0 | 0 | 4 | (1) |
Other comprehensive income (loss), net of tax | 0 | 1 | 13 | (4) |
Comprehensive income | $ 175 | $ 198 | $ 582 | $ 502 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,679 | $ 2,826 |
Investments | 1,757 | 1,681 |
Receivables | 1,280 | 1,330 |
Prepaid expenses and other current assets | 140 | 149 |
Derivative asset | 21 | 476 |
Total current assets | 5,877 | 6,462 |
Property, equipment, and capitalized software, net | 379 | 241 |
Goodwill and intangible assets, net | 176 | 190 |
Restricted investments | 79 | 120 |
Deferred income taxes | 82 | 117 |
Other assets | 108 | 24 |
Total assets | 6,701 | 7,154 |
Current liabilities: | ||
Medical claims and benefits payable | 1,975 | 1,961 |
Amounts due government agencies | 612 | 967 |
Accounts payable and accrued liabilities | 478 | 390 |
Deferred revenue | 207 | 211 |
Current portion of long-term debt | 15 | 241 |
Derivative liability | 21 | 476 |
Total current liabilities | 3,308 | 4,246 |
Long-term debt | 1,239 | 1,020 |
Finance lease liabilities | 233 | |
Finance lease liabilities | 197 | |
Other long-term liabilities | 90 | 44 |
Total liabilities | 4,870 | 5,507 |
Stockholders’ equity: | ||
Common stock, $0.001 par value, 150 million shares authorized; outstanding: 63 million shares at September 30, 2019, and 62 million shares at December 31, 2018 | 0 | 0 |
Preferred stock, $0.001 par value; 20 million shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 160 | 643 |
Accumulated other comprehensive income (loss) | 5 | (8) |
Retained earnings | 1,666 | 1,012 |
Total stockholders’ equity | 1,831 | 1,647 |
Total liabilities and stockholders' equity | $ 6,701 | $ 7,154 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares outstanding (in shares) | 63,000,000 | 62,000,000 |
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning Balance (in shares) at Dec. 31, 2017 | 59.3 | 60 | |||
Beginning Balance at Dec. 31, 2017 | $ 1,337 | $ 0 | $ 1,044 | $ (5) | $ 298 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 107 | 107 | |||
Exchange of 1.625% Convertible Notes (in shares) | 2 | ||||
Exchange of 1.625% Convertible Notes | 108 | 108 | |||
Other comprehensive income (loss), net | (6) | (6) | |||
Share-based compensation | 1 | 1 | |||
Ending Balance (in shares) at Mar. 31, 2018 | 62 | ||||
Ending Balance at Mar. 31, 2018 | $ 1,553 | $ 0 | 1,153 | (12) | 412 |
Beginning Balance (in shares) at Dec. 31, 2017 | 59.3 | 60 | |||
Beginning Balance at Dec. 31, 2017 | $ 1,337 | $ 0 | 1,044 | (5) | 298 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 506 | ||||
Exchange of 1.625% Convertible Notes | 108 | ||||
Other comprehensive income (loss), net | (4) | ||||
Ending Balance (in shares) at Sep. 30, 2018 | 62 | ||||
Ending Balance at Sep. 30, 2018 | 1,561 | $ 0 | 760 | (10) | 811 |
Beginning Balance (in shares) at Mar. 31, 2018 | 62 | ||||
Beginning Balance at Mar. 31, 2018 | 1,553 | $ 0 | 1,153 | (12) | 412 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 202 | 202 | |||
Partial termination of 1.125% Warrants | (113) | (113) | |||
Other comprehensive income (loss), net | 1 | 1 | |||
Share-based compensation | $ 15 | 15 | |||
Ending Balance (in shares) at Jun. 30, 2018 | 61.3 | 62 | |||
Ending Balance at Jun. 30, 2018 | $ 1,658 | $ 0 | 1,055 | (11) | 614 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 197 | 197 | |||
Partial termination of 1.125% Warrants | (306) | (306) | |||
Conversion of 1.625% Convertible Notes | 4 | 4 | |||
Other comprehensive income (loss), net | 1 | 1 | |||
Share-based compensation | 7 | 7 | |||
Ending Balance (in shares) at Sep. 30, 2018 | 62 | ||||
Ending Balance at Sep. 30, 2018 | $ 1,561 | $ 0 | 760 | (10) | 811 |
Beginning Balance (in shares) at Dec. 31, 2018 | 62.1 | 62 | |||
Beginning Balance at Dec. 31, 2018 | $ 1,647 | $ 0 | 643 | (8) | 1,012 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 198 | 198 | |||
Partial termination of 1.125% Warrants | (103) | (103) | |||
Other comprehensive income (loss), net | 5 | 5 | |||
Share-based compensation (in shares) | 1 | ||||
Share-based compensation | 3 | 3 | |||
Ending Balance (in shares) at Mar. 31, 2019 | 63 | ||||
Ending Balance at Mar. 31, 2019 | $ 1,835 | $ 0 | 543 | (3) | 1,295 |
Beginning Balance (in shares) at Dec. 31, 2018 | 62.1 | 62 | |||
Beginning Balance at Dec. 31, 2018 | $ 1,647 | $ 0 | 643 | (8) | 1,012 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 569 | ||||
Exchange of 1.625% Convertible Notes | 0 | ||||
Other comprehensive income (loss), net | 13 | ||||
Ending Balance (in shares) at Sep. 30, 2019 | 63 | ||||
Ending Balance at Sep. 30, 2019 | 1,831 | $ 0 | 160 | 5 | 1,666 |
Beginning Balance (in shares) at Mar. 31, 2019 | 63 | ||||
Beginning Balance at Mar. 31, 2019 | 1,835 | $ 0 | 543 | (3) | 1,295 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 196 | 196 | |||
Partial termination of 1.125% Warrants | (321) | (321) | |||
Other comprehensive income (loss), net | 8 | 8 | |||
Share-based compensation | $ 18 | 18 | |||
Ending Balance (in shares) at Jun. 30, 2019 | 62.2 | 63 | |||
Ending Balance at Jun. 30, 2019 | $ 1,736 | $ 0 | 240 | 5 | 1,491 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 175 | 175 | |||
Partial termination of 1.125% Warrants | (90) | (90) | |||
Other comprehensive income (loss), net | 0 | ||||
Share-based compensation | 10 | 10 | |||
Ending Balance (in shares) at Sep. 30, 2019 | 63 | ||||
Ending Balance at Sep. 30, 2019 | $ 1,831 | $ 0 | $ 160 | $ 5 | $ 1,666 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Stated percentage of warrants | 1.625% | |||||
1.125% Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Stated percentage of warrants | 1.125% | 1.125% | 1.125% | 1.125% | 1.125% | |
Convertible Notes | 1.625% Notes | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of contractual interest rate | 1.625% | 1.625% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities: | ||
Net income | $ 569 | $ 506 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 68 | 104 |
Deferred income taxes | 7 | (32) |
Share-based compensation | 29 | 20 |
Amortization of convertible senior notes and finance lease liabilities | 5 | 18 |
(Gain) loss on debt extinguishment | (15) | 25 |
Non-cash restructuring costs | 0 | 17 |
Gain on sale of subsidiary | 0 | (37) |
Other, net | (5) | 6 |
Changes in operating assets and liabilities: | ||
Receivables | 50 | (507) |
Prepaid expenses and other current assets | (6) | (117) |
Medical claims and benefits payable | 14 | (144) |
Amounts due government agencies | (355) | (511) |
Accounts payable and accrued liabilities | 37 | 398 |
Deferred revenue | (4) | (55) |
Income taxes | 4 | 118 |
Net cash provided by (used in) operating activities | 398 | (191) |
Investing activities: | ||
Purchases of investments | (1,938) | (1,202) |
Proceeds from sales and maturities of investments | 1,890 | 2,070 |
Purchases of property, equipment and capitalized software | (30) | (24) |
Other, net | (2) | (23) |
Net cash (used in) provided by investing activities | (80) | 821 |
Financing activities: | ||
Repayment of principal amount of 1.125% Convertible Notes | (240) | (236) |
Cash paid for partial settlement of 1.125% Conversion Option | (578) | (477) |
Cash received for partial termination of 1.125% Call Option | 578 | 477 |
Cash paid for partial termination of 1.125% Warrants | (514) | (419) |
Proceeds from borrowings under Term Loan Facility | 220 | 0 |
Repayment of Credit Facility | 0 | (300) |
Repayment of 1.625% Convertible Notes | 0 | (64) |
Other, net | 24 | 7 |
Net cash used in financing activities | (510) | (1,012) |
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents | (192) | (382) |
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period | 2,926 | 3,290 |
Cash, cash equivalents, and restricted cash and cash equivalents at end of period | 2,734 | 2,908 |
Schedule of non-cash investing and financing activities: | ||
Common stock used for share-based compensation | (7) | (6) |
Details of sale of subsidiary: | ||
Decrease in carrying amount of assets | 0 | (243) |
Decrease in carrying amount of liabilities | 0 | 59 |
Transaction costs | 0 | (12) |
Receivable from buyer - recorded in prepaid expenses and other current assets | 0 | 233 |
Gain on sale of subsidiary | 0 | 37 |
Details of change in fair value of derivatives, net: | ||
Change in fair value of derivatives, net | 0 | 0 |
1.625% Convertible Notes exchange transaction: | ||
Common stock issued in exchange for 1.625% Convertible Notes | 0 | 131 |
Component allocated to additional paid-in capital, net of income taxes | 0 | (23) |
Net increase to additional paid-in capital | 0 | 108 |
1.125% Call Option | ||
Details of change in fair value of derivatives, net: | ||
Change in fair value of derivatives, net | 124 | 321 |
1.125% Conversion Option | ||
Details of change in fair value of derivatives, net: | ||
Change in fair value of derivatives, net | $ (124) | $ (321) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 |
1.125% Convertible Notes | |||||
Percentage of contractual interest rate on derivative | 1.125% | ||||
Percentage of contractual interest rate | 1.125% | ||||
Convertible Notes | 1.125% Convertible Notes | |||||
Percentage of contractual interest rate | 1.125% | ||||
Convertible Notes | 1.625% Convertible Notes | |||||
Percentage of contractual interest rate | 1.625% | 1.625% | |||
1.125% Warrants | |||||
Percentage of contractual interest rate on derivative | 1.125% | 1.125% | |||
1.125% Conversion Option | |||||
Percentage of contractual interest rate on derivative | 1.125% | 1.125% | |||
1.125% Call Option | |||||
Percentage of contractual interest rate on derivative | 1.125% | 1.125% | 1.125% |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization and Operations Molina Healthcare, Inc. provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplaces (the “Marketplace”). We currently have two reportable segments: our Health Plans segment and our Other segment. We manage the vast majority of our operations through our Health Plans segment. The Other segment includes the historical results of the Medicaid management information systems (“MMIS”) and behavioral health subsidiaries we sold in late 2018, as well as certain corporate amounts not allocated to the Health Plans segment. The Health Plans segment consists of health plans operating in 14 states and the Commonwealth of Puerto Rico. As of September 30, 2019 , these health plans served approximately 3.3 million members eligible for Medicaid, Medicare, and other government-sponsored healthcare programs for low-income families and individuals including Marketplace members, most of whom receive government subsidies for premiums. The health plans are generally operated by our respective wholly owned subsidiaries in those states, each of which is licensed as a health maintenance organization (“HMO”). Our health plans’ state Medicaid contracts generally have terms of three to five years . These contracts typically contain renewal options exercisable by the state Medicaid agency, and allow either the state or the health plan to terminate the contract with or without cause. Such contracts are subject to risk of loss in states that issue requests for proposal (“RFPs”) open to competitive bidding by other health plans. If one of our health plans is not a successful responsive bidder to a state RFP, its contract may not be renewed. In addition to contract renewal, our state Medicaid contracts may be periodically amended to include or exclude certain health benefits (such as pharmacy services, behavioral health services, or long-term care services); populations such as the aged, blind or disabled; and regions or service areas. Subsequent Events Texas Health Plan. On October 29, 2019, the Texas Health and Human Services Commission (HHSC) notified our Texas health plan, Molina Healthcare of Texas, Inc., that HHSC intends to award contracts to Molina Healthcare of Texas, Inc. for the STAR+PLUS program in the Hidalgo and North East service areas. The awards will be for an initial contract term of 3 years , and anticipated to have an operational effective date of September 1, 2020. STAR+PLUS is a Texas Medicaid Managed Care program integrating the delivery of Acute Care services and Long-Term Services and Supports (LTSS) for people who are age 65 or older, blind, or disabled. Currently, our Texas health plan services the Bexar, Dallas, El Paso, Harris, Hidalgo, and Jefferson service areas, with total membership of approximately 86,000 enrollees. Under the existing STAR+PLUS contract, the premium revenue for this program amounted to approximately $1.2 billion for the nine months ended September 30, 2019. New York Health Plan . On October 10, 2019, we entered into a definitive agreement to acquire certain assets of YourCare Health Plan, Inc. Upon the closing of this transaction, expected to occur in early 2020, we will serve approximately 46,000 Medicaid members in seven counties in Western New York. The purchase price of approximately $40 million will be funded with available cash, and the closing is subject to customary closing conditions. Consolidation and Interim Financial Information The consolidated financial statements include the accounts of Molina Healthcare, Inc., and its subsidiaries. In the opinion of management, all adjustments considered necessary for a fair presentation of the results as of the date and for the interim periods presented have been included; such adjustments consist of normal recurring adjustments. All significant intercompany balances and transactions have been eliminated. The consolidated results of operations for the nine months ended September 30, 2019 , are not necessarily indicative of the results for the entire year ending December 31, 2019 . The unaudited consolidated interim financial statements have been prepared under the assumption that users of the interim financial data have either read or have access to our audited consolidated financial statements for the fiscal year ended December 31, 2018 . Accordingly, certain disclosures that would substantially duplicate the disclosures contained in our December 31, 2018 , audited consolidated financial statements have been omitted. These unaudited consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements for the fiscal year ended December 31, 2018 . Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Principal areas requiring the use of estimates include: • The determination of medical claims and benefits payable of our Health Plans segment; • Health plans’ contractual provisions that may limit revenue recognition based upon the costs incurred or the profits realized under a specific contract; • Health plans’ quality incentives that allow us to recognize incremental revenue if certain quality standards are met; • Settlements under risk or savings sharing programs; • The assessment of long-lived and intangible assets, and goodwill for impairment; • The determination of reserves for potential absorption of claims unpaid by insolvent providers; • The determination of reserves for litigation outcomes; • The determination of valuation allowances for deferred tax assets; and • |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments that are both readily convertible into known amounts of cash and have a maturity of three months or less on the date of purchase. The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows. The restricted cash and cash equivalents presented below are included in non-current “Restricted investments” in the accompanying consolidated balance sheets. September 30, 2019 2018 (In millions) Cash and cash equivalents $ 2,679 $ 2,814 Restricted cash and cash equivalents 55 94 Total cash, cash equivalents, and restricted cash and cash equivalents presented in the statements of cash flows $ 2,734 $ 2,908 Premium Revenue Premium revenue is fixed in advance of the periods covered and, except as described below, is not generally subject to significant accounting estimates. Premium revenues are recognized in the month that members are entitled to receive healthcare services, and premiums collected in advance are deferred. Certain components of premium revenue are subject to accounting estimates and fall into the following categories: Contractual Provisions That May Adjust or Limit Revenue or Profit Medicaid Program Medical Cost Floors (Minimums), and Medical Cost Corridors. A portion of our premium revenue may be returned if certain minimum amounts are not spent on defined medical care costs. In the aggregate, we recorded liabilities under the terms of such contract provisions of $95 million and $103 million at September 30, 2019 and December 31, 2018 , respectively. Approximately $78 million and $87 million of the liabilities accrued at September 30, 2019 and December 31, 2018 , respectively, relate to our participation in Medicaid Expansion programs. In certain circumstances, the health plans may receive additional premiums if amounts spent on medical care costs exceed a defined maximum threshold. Receivables relating to such provisions were insignificant at September 30, 2019 and December 31, 2018 . Profit Sharing and Profit Ceiling. Our contracts with certain states contain profit-sharing or profit ceiling provisions under which we refund amounts to the states if our health plans generate profit above a certain specified percentage. In some cases, we are limited in the amount of administrative costs that we may deduct in calculating the refund, if any. Liabilities for profits in excess of the amount we are allowed to retain under these provisions were insignificant at September 30, 2019 and December 31, 2018 . Retroactive Premium Adjustments. State Medicaid programs periodically adjust premium rates on a retroactive basis. In these cases, we must adjust our premium revenue in the period in which we learn of the adjustment, based on our best estimate of the ultimate premium we expect to realize for the period being adjusted. Medicare Program Risk Adjusted Premiums. Our Medicare premiums are subject to retroactive increase or decrease based on the health status of our Medicare members (as measured by member risk score). We estimate our members’ risk scores and the related amount of Medicare revenue that will ultimately be realized for the periods presented based on our knowledge of our members’ health status, risk scores and Centers for Medicare and Medicaid Services (“CMS”) practices. Consolidated balance sheet amounts related to anticipated Medicare risk adjusted premiums and Medicare Part D settlements were insignificant at September 30, 2019 and December 31, 2018 . Minimum MLR. The Affordable Care Act (“ACA”) has established a minimum annual medical loss ratio (“Minimum MLR”) of 85% for Medicare. The medical loss ratio represents medical costs as a percentage of premium revenue. Federal regulations define what constitutes medical costs and premium revenue. If the Minimum MLR is not met, we may be required to pay rebates to the federal government. We recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of income. The amounts payable for the Medicare Minimum MLR were not significant at September 30, 2019 and December 31, 2018 . Marketplace Program Risk Adjustment. Under this program, our health plans’ composite risk scores are compared with the overall average risk score for the relevant state and market pool. Generally, our health plans will make a risk adjustment payment into the pool if their composite risk scores are below the average risk score (risk adjustment payable), and will receive a risk adjustment payment from the pool if their composite risk scores are above the average risk score (risk adjustment receivable). We estimate our ultimate premium based on insurance policy year-to-date experience, and recognize estimated premiums relating to the risk adjustment program as an adjustment to premium revenue in our consolidated statements of income. As of September 30, 2019 , Marketplace risk adjustment payables amounted to $285 million and related receivables amounted to $76 million , for a net payable of $209 million . As of December 31, 2018 , Marketplace risk adjustment payables amounted to $466 million and related receivables amounted to $34 million , for a net payable of $432 million . Minimum MLR. The ACA has established a Minimum MLR of 80% for the Marketplace. If the Minimum MLR is not met, we may be required to pay rebates to our Marketplace policyholders. The Marketplace risk adjustment program is taken into consideration when computing the Minimum MLR. We recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of income. Aggregate balance sheet amounts related to the Minimum MLR were insignificant at September 30, 2019 and December 31, 2018 . A summary of the categories of amounts due government agencies follows: September 30, December 31, (In millions) Medicaid program: Medical cost floors and corridors $ 95 $ 103 Other amounts due to states 69 81 Marketplace program: Risk adjustment 285 466 Cost sharing reduction (“CSR”) — 183 Other 163 134 Total amounts due government agencies $ 612 $ 967 Quality Incentives At many of our health plans, revenue ranging from approximately 1% to 4% of certain health plan premiums is earned only if certain performance measures are met. Such performance measures are generally found in our Medicaid and MMP contracts. As described in Note 1 , “ Organization and Basis of Presentation – Use of Estimates ,” recognition of quality incentive premium revenue is subject to the use of estimates. We believe that the adjustments to prior years noted below are generally indicative of the potential future changes in our estimates as of September 30, 2019 . The following table quantifies the quality incentive premium revenue recognized for the periods presented, including the amounts earned in the periods presented and prior periods. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Maximum available quality incentive premium - current period $ 47 $ 48 $ 138 $ 135 Quality incentive premium revenue recognized in current period: Earned current period $ 46 $ 39 $ 109 $ 97 Earned prior periods 5 9 35 32 Total $ 51 $ 48 $ 144 129 Quality incentive premium revenue recognized as a percentage of total premium revenue 1.2 % 1.1 % 1.2 % 1.0 % Medical Care Costs Marketplace Program In the nine months ended September 30, 2018, we recognized a benefit of approximately $81 million in reduced medical care costs related to 2017 dates of service, including $5 million in the third quarter of 2018, as a result of the federal government’s confirmation that the reconciliation of 2017 Marketplace CSR subsidies would be performed on an annual basis. In the fourth quarter of 2017, we had assumed a nine-month reconciliation of this item pending confirmation of the time period to which the 2017 reconciliation would be applied. Leases Right-of-use (“ROU”) assets represent our right to use the underlying assets over the lease term, and lease liabilities represent our obligation for lease payments arising from the related leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease terms may include options to extend or terminate the lease when we believe it is reasonably certain that we will exercise such options. If applicable, we account for lease and non-lease components within a lease as a single lease component. Because most of our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate to determine the present value of lease payments. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term, and the related ROU assets and liabilities are reduced to the present value of the remaining lease payments at the end of each period. Finance lease payments reduce finance lease liabilities, the related ROU assets are amortized on a straight-line basis over the lease term, and interest expense is recognized using the effective interest method. The significant majority of our operating leases consist of long-term operating leases for office space. Short-term leases (those with terms of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. For certain leases that represent a portfolio of similar assets, such as a fleet of vehicles, we apply a portfolio approach to account for the related operating lease ROU assets and liabilities, rather than account for such assets and the related liabilities individually. A nominal number of our lease agreements include rental payments that adjust periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For further information, including the amount and location of the ROU assets and lease liabilities recognized in the accompanying consolidated balance sheet, see Note 13 , “ Leases .” For further information regarding our adoption and implementation of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), see Recent Accounting Pronouncements Adopted, below. Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments, receivables, and restricted investments. Our investments and a portion of our cash equivalents are managed by professional portfolio managers operating under documented investment guidelines. Our portfolio managers must obtain our prior approval before selling investments where the loss position of those investments exceeds certain levels. Our investments consist primarily of investment-grade debt securities with a maximum maturity of 10 years , or 10 years average life for structured securities. Restricted investments are invested principally in cash, cash equivalents, and U.S. Treasury securities. Concentration of credit risk with respect to accounts receivable is generally limited because our payors consist principally of the federal government, and governments of each state or commonwealth in which our health plan subsidiaries operate. Income Taxes The provision for income taxes is determined using an estimated annual effective tax rate, which generally differs from the U.S. federal statutory rate primarily because of foreign and state taxes, nondeductible expenses such as the Health Insurer Fee (“HIF”), certain compensation, and other general and administrative expenses. The effective tax rate will not be impacted by HIF in 2019 given the 2019 HIF moratorium. The effective tax rate may be subject to fluctuations during the year as new information is obtained. Such information may affect the assumptions used to estimate the annual effective tax rate, including projected pretax earnings, the mix of pretax earnings in the various tax jurisdictions in which we operate, valuation allowances against deferred tax assets, the recognition or the reversal of the recognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where we conduct business. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities, along with net operating loss and tax credit carryovers. Recent Accounting Pronouncements Adopted Leases. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Topic 842, which was subsequently modified by several ASUs issued in 2017 and 2018. Topic 842 was issued to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in Topic 842 is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. In addition, Topic 842’s disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Topic 842’s transition provisions are applied using a modified retrospective approach; entities may elect whether to apply the transition provisions, including disclosure requirements, at the beginning of the earliest comparative period presented or on the adoption date. We adopted Topic 842 effective January 1, 2019, and elected to apply the transition provisions as of that date. Accordingly, we recognized the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings on January 1, 2019. In addition, we elected the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. As indicated in the accompanying consolidated statements of stockholders’ equity, the cumulative effect adjustment was an increase of $85 million to retained earnings, relating primarily to the transition provisions for sale-leaseback arrangements that did not qualify for sale treatment. Accordingly, such arrangements for certain office buildings were de-recognized and recorded as finance lease ROU assets and lease liabilities. The difference between the de-recognized assets and lease financing obligations resulted in an increase to retained earnings. The recognition of these arrangements as finance lease ROU assets and lease liabilities will not materially impact our consolidated results of operations over the terms of the leases. Software Licenses. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We early adopted ASU 2018-15 effective January 1, 2019, using the prospective method , with no material impact to our financial condition, results of operations or cash flows. Adoption of this guidance may be significant to us in the future depending on the extent to which we use cloud computing arrangements that qualify as service contracts. Recent Accounting Pronouncements Not Yet Adopted Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as modified by: • ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses ; • ASU 2019-04 , Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ; and • ASU 2019-05 , Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief . This standard introduces a new current expected credit loss (“CECL”) model for measuring expected credit losses for certain types of financial instruments and replaces the incurred loss model. The CECL model requires companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount companies expect to collect over the instrument’s contractual life after consideration of historical experience, current conditions, and reasonable and supportable forecasts. This standard also introduces targeted changes to the available-for-sale (“AFS”) debt securities impairment model. ASU 2016-13 is effective beginning January 1, 2020, and must be adopted as a cumulative effect adjustment to retained earnings; early adoption is permitted. The most significant type of financial instrument reported in our consolidated balance sheets, subject to the CECL model, is Receivables. As of September 30, 2019, over 70% , or approximately $970 million of the Receivables balance constitutes receivables from state and federal government agencies. Based on our preliminary analysis, we believe that the credit risk associated with such receivables is nominal due to a very low risk of default. The AFS debt securities impairment model will apply to “Investments” reported in our consolidated balance sheets. We believe that the credit risk associated with our non-government issued Investments is nominal due to the high quality of such investments. We are currently evaluating the processes and controls necessary to adopt and implement ASU 2016-13, along with the effects the adoption will have on our consolidated results of operations and financial condition. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not have, nor does management expect such pronouncements to have, a significant impact on our present or future consolidated financial statements. |
Net Income per Share
Net Income per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share The following table sets forth the calculation of net income per share: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions, except net income per share) Numerator: Net income $ 175 $ 197 $ 569 $ 506 Denominator: Shares outstanding at the beginning of the period 62.2 61.3 62.1 59.3 Weighted-average number of shares issued: Exchange of 1.625% Convertible Notes — — — 1.3 Stock-based compensation — — 0.1 0.2 Denominator for net income per share, basic 62.2 61.3 62.2 60.8 Effect of dilutive securities: 1.125% Warrants (1) 0.8 5.6 1.8 5.0 1.625% Convertible Notes — 0.6 — 0.5 Stock-based compensation 0.6 0.4 0.6 0.3 Denominator for net income per share, diluted 63.6 67.9 64.6 66.6 Net income per share: (2) Basic $ 2.81 $ 3.22 $ 9.15 $ 8.32 Diluted $ 2.75 $ 2.90 $ 8.80 $ 7.60 ______________________________ (1) For more information and definitions regarding the 1.125% Warrants, including partial termination transactions, refer to Note 9 , “ Stockholders' Equity .” The dilutive effect of all potentially dilutive common shares is calculated using the treasury stock method. (2) Source data for calculations in thousands. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We consider the carrying amounts of current assets and current liabilities (not including derivatives and the current portion of long-term debt) to approximate their fair values because of the relatively short period of time between the origination of these instruments and their expected realization or payment. For our financial instruments measured at fair value on a recurring basis, we prioritize the inputs used in measuring fair value according to the three-tier fair value hierarchy. For a description of the methods and assumptions that we use to a) estimate the fair value; and b) determine the classification according to the fair value hierarchy for each financial instrument, see Note 4 , “ Fair Value Measurements ,” in our 2018 Annual Report on Form 10-K. Derivative financial instruments include the 1.125% Call Option derivative asset and the 1.125% Conversion Option derivative liability (see Note 8 “ Derivatives ,” for definitions and further information). These derivatives are not actively traded and are valued based on an option pricing model that uses observable and unobservable market data for inputs. Significant market data inputs used to determine fair value as of September 30, 2019 , included the price of our common stock, the time to maturity of the derivative instruments, the risk-free interest rate, and the implied volatility of our common stock. The 1.125% Call Option derivative asset and the 1.125% Conversion Option derivative liability were designed such that changes in their fair values would offset, with minimal impact to the consolidated statements of income. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such derivative instruments is mitigated. The net changes in fair value of Level 3 financial instruments were insignificant to our results of operations for the nine months ended September 30, 2019 . Our financial instruments measured at fair value on a recurring basis at September 30, 2019 , were as follows: Total Observable Inputs (Level 1) Directly or Indirectly Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Corporate debt securities $ 1,129 $ — $ 1,129 $ — Mortgage-backed securities 303 — 303 — Asset-backed securities 110 — 110 — Government-sponsored enterprise securities (“GSEs”) 97 — 97 — Municipal securities 68 — 68 — U.S. Treasury notes 40 — 40 — Foreign securities 7 — 7 — Certificates of deposit 3 — 3 — Subtotal - current investments 1,757 — 1,757 — 1.125% Call Option derivative asset 21 — — 21 Total assets $ 1,778 $ — $ 1,757 $ 21 1.125% Conversion Option derivative liability $ 21 $ — $ — $ 21 Total liabilities $ 21 $ — $ — $ 21 Our financial instruments measured at fair value on a recurring basis at December 31, 2018 , were as follows: Total Observable Inputs (Level 1) Directly or Indirectly Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Corporate debt securities $ 1,123 $ — $ 1,123 $ — Asset-backed securities 82 — 82 — GSEs 163 — 163 — Municipal securities 114 — 114 — U.S. Treasury notes 181 — 181 — Foreign securities 4 — 4 — Certificates of deposit 14 — 14 — Subtotal 1,681 — 1,681 — 1.125% Call Option derivative asset 476 — — 476 Total assets $ 2,157 $ — $ 1,681 $ 476 1.125% Conversion Option derivative liability $ 476 $ — $ — $ 476 Total liabilities $ 476 $ — $ — $ 476 Fair Value Measurements – Disclosure Only The carrying amounts and estimated fair values of our notes payable are classified as Level 2 financial instruments. Fair value for these securities is determined using a market approach based on quoted market prices for similar securities in active markets or quoted prices for identical securities in inactive markets. The carrying amount and estimated fair value of the Term Loan Facility is classified as a Level 3 financial instrument, because certain inputs used to determine its fair value are not observable. As of September 30, 2019 , the carrying amount of the Term Loan Facility approximated fair value because its interest rate is a variable rate that approximates rates currently available to us. September 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (In millions) 5.375% Notes $ 695 $ 744 $ 694 $ 674 4.875% Notes 327 334 326 301 Term Loan Facility 220 220 — — 1.125% Convertible Notes (1),(2) 12 34 240 732 Totals $ 1,254 $ 1,332 $ 1,260 $ 1,707 ______________________ (1) The fair value of the 1.125% Conversion Option (the embedded cash conversion option), which is reflected in the fair value amounts presented above, amounted to $21 million and $476 million as of September 30, 2019 , and December 31, 2018 , respectively. See further discussion at Note 7 , “ Debt ,” and Note 8 , “ Derivatives .” (2) For more information on debt repayments in 2019, refer to Note 7 , “ Debt .” |
Investments
Investments | 9 Months Ended |
Sep. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-Sale Investments We consider all of our investments classified as current assets to be available-for-sale. The following tables summarize our investments as of the dates indicated: September 30, 2019 Amortized Gross Unrealized Estimated Fair Cost Gains Losses Value (In millions) Corporate debt securities $ 1,125 $ 5 $ 1 $ 1,129 Mortgage-backed securities 302 1 — 303 Asset-backed securities 109 1 — 110 GSEs 97 — — 97 Municipal securities 68 — — 68 U.S. Treasury notes 40 — — 40 Foreign securities 7 — — 7 Certificates of deposit 3 — — 3 Totals $ 1,751 $ 7 $ 1 $ 1,757 December 31, 2018 Amortized Gross Unrealized Estimated Fair Cost Gains Losses Value (In millions) Corporate debt securities $ 1,131 $ — $ 8 $ 1,123 Asset-backed securities 83 — 1 82 GSEs 164 — 1 163 Municipal securities 115 — 1 114 U.S. Treasury notes 181 — — 181 Foreign securities 4 — — 4 Certificates of deposit 14 — — 14 Totals $ 1,692 $ — $ 11 $ 1,681 The contractual maturities of our available-for-sale investments as of September 30, 2019 are summarized below: Amortized Cost Estimated Fair Value (In millions) Due in one year or less $ 498 $ 498 Due after one year through five years 875 878 Due after five years through ten years 107 108 Due after ten years 271 273 Totals $ 1,751 $ 1,757 Gross realized gains and losses from sales of available-for-sale securities are calculated under the specific identification method and are included in investment income. Gross realized investment gains amounted to $11 million in the third quarter of 2019 and nine months ended September 30, 2019. Gross realized investment losses were insignificant in the third quarter of 2019 and nine months ended September 30, 2019. Gross realized investment gains and losses were insignificant in the third quarter of 2018 and nine months ended September 30, 2018 . We have determined that unrealized losses at September 30, 2019 , and December 31, 2018 , are temporary in nature, because the change in market value for these securities has resulted from fluctuating interest rates, rather than a deterioration of the creditworthiness of the issuers. So long as we maintain the intent and ability to hold these securities to maturity, we are unlikely to experience losses. In the event that we dispose of these securities before maturity, we expect that realized losses, if any, will be insignificant. The following table segregates those available-for-sale investments that have been in a continuous loss position for less than 12 months, and those that have been in a continuous loss position for 12 months or more as of September 30, 2019 : In a Continuous Loss Position for Less than 12 Months In a Continuous Loss Position for 12 Months or More Estimated Fair Value Unrealized Losses Total Number of Positions Estimated Fair Value Unrealized Losses Total Number of Positions (Dollars in millions) Corporate debt securities $ 151 $ 1 90 $ — $ — — Totals $ 151 $ 1 90 $ — $ — — The following table segregates those available-for-sale investments that have been in a continuous loss position for less than 12 months, and those that have been in a continuous loss position for 12 months or more as of December 31, 2018 : In a Continuous Loss Position for Less than 12 Months In a Continuous Loss Position for 12 Months or More Estimated Fair Value Unrealized Losses Total Number of Positions Estimated Fair Value Unrealized Losses Total Number of Positions (Dollars in millions) Corporate debt securities $ 509 $ 3 285 $ 412 $ 5 298 Asset-backed securities — — — 68 1 52 GSEs — — — 127 1 76 Municipal securities — — — 87 1 90 Totals $ 509 $ 3 285 $ 694 $ 8 516 Held-to-Maturity Investments Pursuant to the regulations governing our Health Plans segment subsidiaries, we maintain statutory deposits and deposits required by government authorities primarily in cash, cash equivalents, and U.S. Treasury securities. We also maintain restricted investments as protection against the insolvency of certain capitated providers. The use of these funds is limited as required by regulations in the various states in which we operate, or as needed in the event of insolvency of capitated providers. Therefore, such investments are reported as non-current “Restricted investments” in the accompanying consolidated balance sheets. We have the ability to hold these restricted investments until maturity, and as a result, we would not expect the value of these investments to decline significantly due to a sudden change in market interest rates. Our held-to-maturity restricted investments are carried at amortized cost, which approximates fair value. Such investments amounted to $79 million at September 30, 2019 |
Medical Claims and Benefits Pay
Medical Claims and Benefits Payable | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Medical Claims and Benefits Payable | Medical Claims and Benefits Payable The following table provides the details of our medical claims and benefits payable as of the dates indicated. September 30, December 31, (In millions) Fee-for-service claims incurred but not paid (“IBNP”) $ 1,424 $ 1,562 Pharmacy payable 128 115 Capitation payable 57 52 Other 366 232 $ 1,975 $ 1,961 “Other” medical claims and benefits payable includes non-risk provider payables, where we act as an intermediary on behalf of various government agencies, for certain providers, without assuming financial risk. Such receipts from government agencies and payments to providers do not impact our consolidated statements of income. Non-risk provider payables amounted to $239 million and $107 million as of September 30, 2019 , and December 31, 2018 , respectively. The following table presents the components of the change in our medical claims and benefits payable for the periods indicated. The amounts presented for “Components of medical care costs related to: Prior periods” represent the amounts by which our original estimate of medical claims and benefits payable at the beginning of the period were more than the actual amount of the liability, based on information (principally the payment of claims) developed since that liability was first reported. Nine Months Ended September 30, 2019 2018 (In millions) Medical claims and benefits payable, beginning balance $ 1,961 $ 2,192 Components of medical care costs related to: Current period 10,613 11,670 Prior periods (1) (253 ) (308 ) Total medical care costs 10,360 11,362 Change in non-risk and other provider payables 131 60 Payments for medical care costs related to: Current period 8,996 9,866 Prior periods 1,481 1,706 Total paid 10,477 11,572 Medical claims and benefits payable, ending balance $ 1,975 $ 2,042 _______________________ (1) The September 30, 2018, amount includes the 2018 benefit of the 2017 Marketplace CSR reimbursement of $81 million . Our estimates of medical claims and benefits payable recorded at December 31, 2018, and 2017 developed favorably by approximately $253 million and $308 million as of September 30, 2019 , and 2018, respectively. The favorable prior year development recognized in the nine months ended September 30, 2019 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2019 , contractual maturities of debt were as follows. All amounts represent the principal amounts due on the debt instruments outstanding as of December 31 for each year presented, based on September 30, 2019 balances. Total 2020 2021 2022 2023 2024 Thereafter (In millions) 5.375% Notes $ 700 $ — $ — $ 700 $ — $ — $ — 4.875% Notes 330 — — — — — 330 Term Loan Facility 220 6 16 22 22 154 — 1.125% Convertible Notes 12 12 — — — — — Totals $ 1,262 $ 18 $ 16 $ 722 $ 22 $ 154 $ 330 All of our debt is held at the parent, which is reported, for segment purposes, in the Other segment. The following table summarizes our outstanding debt obligations and their classification in the accompanying consolidated balance sheets: September 30, December 31, (In millions) Current portion of long-term debt: 1.125% Convertible Notes, net of unamortized discount $ 12 $ 241 Term Loan Facility 3 — Lease financing obligations — 1 Debt issuance costs — (1 ) $ 15 $ 241 Non-current portion of long-term debt: 5.375% Notes $ 700 $ 700 4.875% Notes 330 330 Term Loan Facility 217 — Debt issuance costs (8 ) (10 ) Totals $ 1,239 $ 1,020 Interest cost recognized relating to our convertible senior notes for the periods presented was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Contractual interest at coupon rate $ — $ 1 $ 1 $ 5 Amortization of the discount 1 5 5 18 Totals $ 1 $ 6 $ 6 $ 23 Credit Agreement We are party to a Credit Agreement, which provides for an unsecured delayed draw term loan facility (the “Term Loan Facility”), and an unsecured $500 million revolving credit facility (the “Credit Facility”). Borrowings under our Credit Agreement bear interest based, at our election, on a base rate or other defined rate, plus in each case the applicable margin. In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Credit Agreement, we are required to pay a quarterly commitment fee. The Credit Agreement contains customary non-financial and financial covenants, including a net leverage ratio and an interest coverage ratio. As of September 30, 2019 , we were in compliance with all financial and non-financial covenants under the Credit Agreement and other long-term debt. Effective as of the date of the Sixth Amendment to the Credit Agreement described below, there are no guarantors as parties to the Credit Agreement. Term Loan Facility . In January 2019, we entered into a Sixth Amendment to the Credit Agreement that provided for a delayed draw Term Loan Facility in the aggregate principal amount of $600 million , under which we may request up to ten advances, each in a minimum principal amount of $50 million , until July 31, 2020. The Term Loan Facility will amortize in quarterly installments, commencing on September 30, 2020, equal to the principal amount of the Term Loan Facility outstanding multiplied by rates ranging from 1.25% to 2.50% (depending on the applicable fiscal quarter) for each fiscal quarter. The Term Loan Facility expires on January 31, 2024; any remaining outstanding balance under the Term Loan Facility will be due and payable on that date. As of September 30, 2019 , $220 million was outstanding under the Term Loan Facility. Each advance under the Term Loan Facility results in a permanent reduction to its borrowing capacity; therefore, our borrowing capacity under the Term Loan Facility as of September 30, 2019 , was $380 million . Credit Facility . The Credit Facility expires on January 31, 2022; therefore, any amounts outstanding under the Credit Facility will be due and payable on that date. As of September 30, 2019 , no amounts were outstanding under the Credit Facility, and outstanding letters of credit amounting to $2 million reduced our borrowing capacity under the Credit Facility to $498 million . 5.375% Notes due 2022 We had $700 million aggregate principal amount of senior notes (the “ 5.375% Notes”) outstanding as of September 30, 2019 , which are due November 15, 2022, unless earlier redeemed. Interest, at a rate of 5.375% per annum, is payable semiannually in arrears on May 15 and November 15. The 5.375% Notes contain customary non-financial covenants and change in control provisions. 4.875% Notes due 2025 We had $330 million aggregate principal amount of senior notes (the “ 4.875% Notes”) outstanding as of September 30, 2019 , which are due June 15, 2025, unless earlier redeemed. Interest, at a rate of 4.875% per annum, is payable semiannually in arrears on June 15 and December 15. The 4.875% Notes contain customary non-financial covenants and change of control provisions. 1.125% Cash Convertible Senior Notes due 2020 In the nine months ended September 30, 2019 , we received conversion requests and we entered into privately negotiated note purchase agreements with certain holders of our outstanding 1.125% cash convertible senior notes due January 15, 2020 (the “ 1.125% Convertible Notes”). In the third quarter of 2019, we paid $161 million to settle $55 million aggregate principal amount, or $54 million aggregate carrying amount, of the 1.125% Convertible Notes, including the related 1.125% Convertible Notes’ embedded cash conversion option (which is a derivative liability we refer to as the “ 1.125% Conversion Option”) and the mark to market valuation adjustments discussed below. In the nine months ended September 30, 2019 , we paid $794 million to settle $240 million aggregate principal amount, or $232 million aggregate carrying amount, of the 1.125% Convertible Notes, including the related 1.125% Conversion Option and the mark to market valuation adjustments discussed below. In the three and nine months ended September 30, 2019 , we recorded a loss on debt extinguishment of $2 million , and a gain on debt extinguishment of approximately $15 million , respectively, for the 1.125% Convertible Notes repayments (net of accelerated original issuance discount amortization), primarily relating to mark to market valuations on the partial terminations of the Call Spread Overlay executed in connection with the related debt repayments. These amounts are reported in “Other expenses (income), net” in the accompanying consolidated statements of income. No common shares were issued in connection with the transaction. In connection with the 1.125% Convertible Notes purchases, we also entered into privately negotiated agreements in the first, second, and third quarters of 2019, to partially terminate the Call Spread Overlay, defined and further discussed in Note 8 , “ Derivatives ,” and Note 9 , “ Stockholders' Equity .” The net cash proceeds from the Call Spread Overlay partial termination transactions partially offset the cash paid to settle the 1.125% Convertible Notes. Following the transactions described above, $12 million aggregate principal amount of the 1.125% Convertible Notes were outstanding at September 30, 2019 . Interest at a rate of 1.125% per annum is payable semiannually in arrears on January 15 and July 15. The 1.125% Convertible Notes are convertible only into cash, and not into shares of our common stock or any other securities. The initial conversion rate is 24.5277 shares of our common stock per $1,000 principal amount, or approximately $40.77 per share of our common stock. Upon conversion, in lieu of receiving shares of our common stock, a holder will receive an amount in cash, per $1,000 principal amount, equal to the settlement amount, determined in the manner set forth in the indenture. We may not redeem the 1.125% Convertible Notes prior to the maturity date. The 1.125% Convertible Notes mature on January 15, 2020; therefore, they are reported in current portion of long-term debt. Concurrent with the issuance of the 1.125% Convertible Notes in 2013, the 1.125% Conversion Option was separated from the 1.125% Convertible Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of income until the 1.125% Conversion Option fully settles or expires. This initial liability simultaneously reduced the carrying value of the 1.125% Convertible Notes’ principal amount (effectively an original issuance discount), which is amortized to the principal amount through the recognition of non-cash interest expense over the expected life of the debt. The effective interest rate of 6% approximates the interest rate we would have incurred had we issued nonconvertible debt with otherwise similar terms. As of September 30, 2019 , the 1.125% Convertible Notes had a remaining amortization period of less than one year , and their ‘if-converted’ value exceeded their principal amount by approximately $28 million and $581 million as of September 30, 2019 and December 31, 2018 , respectively. Cross-Default Provisions The indentures governing the 4.875% Notes, the 5.375% Notes and the 1.125% Convertible Notes contain cross-default provisions that are triggered upon default by us or any of our subsidiaries on any indebtedness in excess of the amount specified in the applicable indenture. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The following table summarizes the fair values and the presentation of our derivative financial instruments (defined and discussed individually below) in the accompanying consolidated balance sheets: Balance Sheet Location September 30, December 31, (In millions) Derivative asset: 1.125% Call Option Current assets: Derivative asset $ 21 $ 476 Derivative liability: 1.125% Conversion Option Current liabilities: Derivative liability $ 21 $ 476 Our derivative financial instruments do not qualify for hedge treatment; therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of income, and reported in “Other expenses (income), net.” Gains and losses for our derivative financial instruments are presented individually in the accompanying consolidated statements of cash flows, “Supplemental cash flow information.” 1.125% Convertible Notes Call Spread Overlay Concurrent with the issuance of the 1.125% Convertible Notes in 2013, we entered into privately negotiated hedge transactions (collectively, the 1.125% Call Option) and warrant transactions (collectively, the 1.125% Warrants), with certain of the initial purchasers of the 1.125% Convertible Notes (the Counterparties). We refer to these transactions collectively as the Call Spread Overlay. Under the Call Spread Overlay, the cost of the 1.125% Call Option we purchased to cover the cash outlay upon conversion of the 1.125% Convertible Notes was reduced by proceeds from the sale of the 1.125% Warrants. Assuming full performance by the Counterparties (and 1.125% Warrants strike prices in excess of the conversion price of the 1.125% Convertible Notes), these transactions are intended to offset cash payments in excess of the principal amount of the 1.125% Convertible Notes due upon any conversion of such notes. In the nine months ended September 30, 2019 , in connection with the 1.125% Convertible Notes purchases (described in Note 7 , “ Debt ”), we entered into privately negotiated termination agreements with each of the Counterparties to partially terminate the Call Spread Overlay, in notional amounts corresponding to the aggregate principal amount of the 1.125% Convertible Notes purchased. In the third quarter of 2019, we received $105 million for the settlement of the 1.125% Call Option (which is a derivative asset), and paid $90 million for the partial termination of the 1.125% Warrants, for an aggregate net cash receipt of $15 million from the Counterparties. In the nine months ended September 30, 2019 , we received $578 million for the settlement of the 1.125% Call Option (which is a derivative asset), and paid $514 million for the partial termination of the 1.125% Warrants, for an aggregate net cash receipt of $64 million from the Counterparties. 1.125% Call Option The 1.125% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment due to cash settlement features until the 1.125% Call Option settles or expires. For further discussion of the inputs used to determine the fair value of the 1.125% Call Option, refer to Note 4 , “ Fair Value Measurements .” 1.125% Conversion Option The embedded cash conversion option within the 1.125% Convertible Notes is accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of income until the cash conversion option settles or expires. For further discussion of the inputs used to determine the fair value of the 1.125% Conversion Option, refer to Note 4 , “ Fair Value Measurements .” As of September 30, 2019 , the 1.125% Call Option and the 1.125% Conversion Option were classified as a current asset and current liability, respectively, because the 1.125% Convertible Notes mature on January 15, 2020, as described in Note 7 , “ Debt .” |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity 1.125% Warrants In connection with the Call Spread Overlay transaction described in Note 8 , “ Derivatives ,” in 2013, we issued 13.5 million warrants with a strike price of $53.8475 per share. Under certain circumstances, beginning in April 2020, if the price of our common stock exceeds the strike price of the 1.125% Warrants, we will be obligated to issue shares of our common stock subject to a share delivery cap. The 1.125% Warrants could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the 1.125% Warrants. Refer to Note 3 , “ Net Income per Share ,” for dilution information for the periods presented. We will not receive any additional proceeds if the 1.125% Warrants are exercised. Following the transactions described below, 0.3 million of the 1.125% Warrants remain outstanding. As described in Note 8 , “ Derivatives ,” in the nine months ended September 30, 2019 , we entered into privately negotiated termination agreements with each of the Counterparties to partially terminate the Call Spread Overlay, in notional amounts corresponding to the aggregate principal amount of the 1.125% Convertible Notes purchased. In the third quarter of 2019, we paid $90 million to the Counterparties for the termination of 1.4 million of the 1.125% Warrants outstanding, which resulted in a reduction of additional paid-in-capital for the same amount. In the nine months ended September 30, 2019 , we paid $514 million to the Counterparties for the termination of 5.9 million of the 1.125% Warrants outstanding, which resulted in a reduction of additional paid-in-capital for the same amount. Share-Based Compensation In connection with our employee stock plans, approximately 184,000 shares of common stock vested or were purchased, net of shares used to settle employees’ income tax obligations, during the nine months ended September 30, 2019 . Share-based compensation is recorded to “General and administrative expenses” in the accompanying consolidated statements of income. Total share-based compensation expense amounted to $10 million and $7 million , respectively, in the three months ended September 30, 2019 and 2018. Total share-based compensation expense amounted to $29 million and $20 million , respectively, in the nine months ended September 30, 2019 and 2018. Equity Incentive Plan In the second quarter of 2019, our stockholders approved the Molina Healthcare, Inc. 2019 Equity Incentive Plan (the “2019 EIP”). The 2019 EIP provides for awards, in the form of restricted stock awards, performance units, stock options, and other stock– or cash–based awards, to eligible persons who perform services for us. The 2019 EIP will remain in effect until its termination by the board of directors; provided, however, that all awards will be granted no later than May 8, 2029. Concurrent with the adoption of the 2019 EIP, the Molina Healthcare, Inc. 2011 Equity Incentive Plan was amended, restated and merged into the 2019 EIP. A maximum of 2.9 million shares of our common stock may be issued under the 2019 EIP. As of September 30, 2019 , there was $55 million of total unrecognized compensation expense related to unvested restricted stock awards (“RSAs”), and performance stock units (“PSUs”), which we expect to recognize over remaining weighted-average periods of 2.5 years and 1.8 years , respectively. This unrecognized compensation cost assumes an estimated forfeiture rate of 16.2% for non-executive employees as of September 30, 2019 . Also as of September 30, 2019 , there was $5 million of total unrecognized compensation expense related to unvested stock options, which we expect to recognize over a weighted-average period of 1.0 year . No stock options were granted or exercised in the nine months ended September 30, 2019 . Activity for RSAs, performance stock awards (“PSAs”) and PSUs is summarized below: RSAs PSAs PSUs Total Weighted Average Grant Date Fair Value Unvested balance, December 31, 2018 399,795 3,132 201,383 604,310 $ 71.50 Granted 228,902 — 141,828 370,730 137.53 Vested (133,828 ) (3,132 ) (10,528 ) (147,488 ) 72.21 Forfeited (46,780 ) — (11,616 ) (58,396 ) 87.99 Unvested balance, September 30, 2019 448,089 — 321,067 769,156 $ 101.93 The aggregate fair values of RSAs, PSUs and PSAs granted and vested are presented in the following table: Nine Months Ended September 30, 2019 2018 (In millions) Granted: RSAs $ 32 $ 26 PSUs 19 16 Total granted $ 51 $ 42 Vested: RSAs $ 18 $ 14 PSUs 2 — PSAs — 3 Total vested $ 20 $ 17 Employee Stock Purchase Plan In May 2019, our stockholders approved the Molina Healthcare, Inc. 2019 Employee Stock Purchase Plan (the “2019 ESPP”), which superseded the Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan (the “2011 ESPP”). A maximum of 3.0 million shares of our common stock may be issued under the 2019 ESPP, the terms of which are substantially similar to the 2011 ESPP. The 2019 ESPP will continue until the earliest of: termination of the 2019 ESPP by the board of directors (which may occur at any time); issuance of all of the shares reserved for issuance under the 2019 ESPP; or May 9, 2029. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs Restructuring costs are reported by the same name in the accompanying consolidated statements of income. IT Restructuring Plan Management is focused on a margin recovery plan that includes identification and implementation of various profit improvement initiatives. To that end, we began a plan to restructure our information technology department (the “IT Restructuring Plan”) in 2018, which is reported in the Other segment. In early 2019, we entered into services agreements with an outsourcing vendor who manages certain of our information technology services. We expect the IT Restructuring Plan to be substantially completed by the end of 2019. We estimate that we will incur approximately $15 million of cumulative total costs, which is lower than the $20 million reported in our Annual Report on Form 10-K for the year ended December 31, 2018, because more of our IT employees transitioned to our outsourcing vendor than originally contemplated. Once employed by our outsourcing vendor, such employees are no longer included in the IT Restructuring Plan, resulting in lower one-time termination costs. As of December 31, 2018, there was $6 million accrued under the IT Restructuring Plan, primarily for one-time termination benefits that require cash settlement. In the nine months ended September 30, 2019 , we incurred $2 million of other restructuring costs, paid $5 million to settle one-time termination benefits, and paid $3 million to settle other restructuring costs. As of September 30, 2019 , no amounts were accrued under the IT Restructuring Plan. As of September 30, 2019 , we had incurred cumulative restructuring costs under the IT Restructuring Plan of $11 million , including $7 million of one-time termination benefits and $4 million of other restructuring costs (primarily consulting fees). 2017 Restructuring Plan As of December 31, 2018, accrued liabilities of $18 million remained for the restructuring and profitability improvement plan approved by the board of directors in June 2017 (the “2017 Restructuring Plan”). In the nine months ended September 30, 2019 , we incurred $3 million of restructuring costs for adjustments to previously recorded lease contract termination costs, and paid $7 million to settle one-time termination and lease contract termination costs. As of September 30, 2019 , accrued liabilities of $14 million |
Segments
Segments | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segments | Segments We currently have two reportable segments: our Health Plans segment and our Other segment. Our reportable segments are consistent with how we currently manage the business and view the markets we serve. Margin is the appropriate earnings measure for our reportable segments, based on how our chief operating decision maker currently reviews results, assesses performance, and allocates resources. Margin for our Health Plans segment is referred to as “Medical Margin,” which represents the amount earned after medical costs are deducted from premium revenue. The medical care ratio represents the amount of medical care costs as a percentage of premium revenue, and is one of the key metrics used to assess the performance of the segments. Therefore, the underlying Medical Margin is the most important measure of earnings reviewed by the chief operating decision maker. The following table presents total revenue by segment. Inter-segment revenue was insignificant for all periods presented. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Total revenue: Health Plans $ 4,239 $ 4,565 $ 12,546 $ 13,826 Other 4 132 9 400 Consolidated $ 4,243 $ 4,697 $ 12,555 $ 14,226 The following table reconciles margin by segment to consolidated income before income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Margin: Health Plans $ 561 $ 547 $ 1,725 $ 1,812 Other — 19 — 42 Total margin 561 566 1,725 1,854 Add: other operating revenues (1) 159 230 470 661 Add: gain on sale of subsidiary — 37 — 37 Less: other operating expenses (2) (463 ) (538 ) (1,393 ) (1,693 ) Operating income 257 295 802 859 Other expenses, net 24 36 52 116 Income before income tax expense $ 233 $ 259 $ 750 $ 743 ______________________ (1) Other operating revenues include premium tax revenue, health insurer fees reimbursed, and investment income and other revenue. (2) Other operating expenses include general and administrative expenses, premium tax expenses, health insurer fees, depreciation and amortization, and restructuring costs. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. Penalties associated with violations of these laws and regulations include significant fines, exclusion from participating in publicly funded programs, and the repayment of previously collected revenues. In the ordinary course of business we are involved in legal actions, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. We have accrued liabilities for certain matters for which we deem the loss to be both probable and reasonably estimable, but the outcome of legal actions is inherently uncertain and our estimates of such losses could change as a result of further developments of these matters. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery or factual development to enable us to reasonably estimate a range of possible loss. An adverse determination in one or more of these pending matters could have a material adverse effect on our consolidated financial position, results of operations, or cash flows. States’ Budgets |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases As discussed in Note 2 , “ Significant Accounting Policies ,” we elected the Topic 842 transition provision that allows entities to continue to apply the legacy guidance in Topic 840, Leases , including its disclosure requirements, in the comparative periods presented in the year of adoption. Accordingly, the Topic 842 disclosures below are presented as of and for the three-month and nine-month periods ended September 30, 2019 , only. We are a party to operating and finance leases primarily for our corporate and health plan offices. Our operating leases have remaining lease terms up to 10 years, some of which include options to extend the leases for up to 10 years. As of September 30, 2019 , the weighted average remaining operating lease term is 4 years . Our finance leases have remaining lease terms of 2 years to 19 years, some of which include options to extend the leases for up to 25 years. As of September 30, 2019 , the weighted average remaining finance lease term is 16 years. As of September 30, 2019 , the weighted-average discount rate used to compute the present value of lease payments was 5.6% for operating lease liabilities, and 6.5% for finance lease liabilities. The components of lease expense were as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (In millions) Operating lease expense $ 9 $ 26 Finance lease expense: Amortization of right-of-use (“ROU”) assets $ 4 $ 12 Interest on lease liabilities 3 11 Total finance lease expense $ 7 $ 23 Supplemental consolidated cash flow information related to leases follows: Nine Months Ended September 30, 2019 (In millions) Cash used in operating activities: Operating leases $ 28 Finance leases 12 Cash used in financing activities: Finance leases 4 ROU assets recognized in exchange for lease obligations: Operating leases 95 Finance leases 245 Supplemental information related to leases, including location of amounts reported in the accompanying consolidated balance sheets, follows: September 30, 2019 (In millions) Operating leases: ROU assets Other assets $ 69 Lease liabilities Accounts payable and accrued liabilities (current) $ 28 Other long-term liabilities (non-current) 49 Total operating lease liabilities $ 77 Finance leases: ROU assets Property, equipment, and capitalized software, net $ 233 Lease liabilities Accounts payable and accrued liabilities (current) $ 8 Finance lease liabilities (non-current) 233 Total finance lease liabilities $ 241 Maturities of lease liabilities as of September 30, 2019 , were as follows: Operating Leases Finance Leases (In millions) 2019 (for the three months ended December 31, 2019) $ 9 $ 6 2020 28 23 2021 18 23 2022 12 22 2023 10 21 Thereafter 8 311 Total lease payments 85 406 Less imputed interest (8 ) (165 ) Totals $ 77 $ 241 |
Leases | Leases As discussed in Note 2 , “ Significant Accounting Policies ,” we elected the Topic 842 transition provision that allows entities to continue to apply the legacy guidance in Topic 840, Leases , including its disclosure requirements, in the comparative periods presented in the year of adoption. Accordingly, the Topic 842 disclosures below are presented as of and for the three-month and nine-month periods ended September 30, 2019 , only. We are a party to operating and finance leases primarily for our corporate and health plan offices. Our operating leases have remaining lease terms up to 10 years, some of which include options to extend the leases for up to 10 years. As of September 30, 2019 , the weighted average remaining operating lease term is 4 years . Our finance leases have remaining lease terms of 2 years to 19 years, some of which include options to extend the leases for up to 25 years. As of September 30, 2019 , the weighted average remaining finance lease term is 16 years. As of September 30, 2019 , the weighted-average discount rate used to compute the present value of lease payments was 5.6% for operating lease liabilities, and 6.5% for finance lease liabilities. The components of lease expense were as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (In millions) Operating lease expense $ 9 $ 26 Finance lease expense: Amortization of right-of-use (“ROU”) assets $ 4 $ 12 Interest on lease liabilities 3 11 Total finance lease expense $ 7 $ 23 Supplemental consolidated cash flow information related to leases follows: Nine Months Ended September 30, 2019 (In millions) Cash used in operating activities: Operating leases $ 28 Finance leases 12 Cash used in financing activities: Finance leases 4 ROU assets recognized in exchange for lease obligations: Operating leases 95 Finance leases 245 Supplemental information related to leases, including location of amounts reported in the accompanying consolidated balance sheets, follows: September 30, 2019 (In millions) Operating leases: ROU assets Other assets $ 69 Lease liabilities Accounts payable and accrued liabilities (current) $ 28 Other long-term liabilities (non-current) 49 Total operating lease liabilities $ 77 Finance leases: ROU assets Property, equipment, and capitalized software, net $ 233 Lease liabilities Accounts payable and accrued liabilities (current) $ 8 Finance lease liabilities (non-current) 233 Total finance lease liabilities $ 241 Maturities of lease liabilities as of September 30, 2019 , were as follows: Operating Leases Finance Leases (In millions) 2019 (for the three months ended December 31, 2019) $ 9 $ 6 2020 28 23 2021 18 23 2022 12 22 2023 10 21 Thereafter 8 311 Total lease payments 85 406 Less imputed interest (8 ) (165 ) Totals $ 77 $ 241 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Consolidation and Interim Financial Information | Consolidation and Interim Financial Information The consolidated financial statements include the accounts of Molina Healthcare, Inc., and its subsidiaries. In the opinion of management, all adjustments considered necessary for a fair presentation of the results as of the date and for the interim periods presented have been included; such adjustments consist of normal recurring adjustments. All significant intercompany balances and transactions have been eliminated. The consolidated results of operations for the nine months ended September 30, 2019 , are not necessarily indicative of the results for the entire year ending December 31, 2019 . The unaudited consolidated interim financial statements have been prepared under the assumption that users of the interim financial data have either read or have access to our audited consolidated financial statements for the fiscal year ended December 31, 2018 . Accordingly, certain disclosures that would substantially duplicate the disclosures contained in our December 31, 2018 , audited consolidated financial statements have been omitted. These unaudited consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements for the fiscal year ended December 31, 2018 . |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Principal areas requiring the use of estimates include: • The determination of medical claims and benefits payable of our Health Plans segment; • Health plans’ contractual provisions that may limit revenue recognition based upon the costs incurred or the profits realized under a specific contract; • Health plans’ quality incentives that allow us to recognize incremental revenue if certain quality standards are met; • Settlements under risk or savings sharing programs; • The assessment of long-lived and intangible assets, and goodwill for impairment; • The determination of reserves for potential absorption of claims unpaid by insolvent providers; • The determination of reserves for litigation outcomes; • The determination of valuation allowances for deferred tax assets; and • The determination of unrecognized tax benefits. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments that are both readily convertible into known amounts of cash and have a maturity of three months or less on the date of purchase. The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows. The restricted cash and cash equivalents presented below are included in non-current “Restricted investments” in the accompanying consolidated balance sheets. |
Premium Revenue and Contractual Provisions That May Adjust or Limit Revenue or Profit | Premium Revenue Premium revenue is fixed in advance of the periods covered and, except as described below, is not generally subject to significant accounting estimates. Premium revenues are recognized in the month that members are entitled to receive healthcare services, and premiums collected in advance are deferred. Certain components of premium revenue are subject to accounting estimates and fall into the following categories: Contractual Provisions That May Adjust or Limit Revenue or Profit Medicaid Program Medical Cost Floors (Minimums), and Medical Cost Corridors. A portion of our premium revenue may be returned if certain minimum amounts are not spent on defined medical care costs. In the aggregate, we recorded liabilities under the terms of such contract provisions of $95 million and $103 million at September 30, 2019 and December 31, 2018 , respectively. Approximately $78 million and $87 million of the liabilities accrued at September 30, 2019 and December 31, 2018 , respectively, relate to our participation in Medicaid Expansion programs. In certain circumstances, the health plans may receive additional premiums if amounts spent on medical care costs exceed a defined maximum threshold. Receivables relating to such provisions were insignificant at September 30, 2019 and December 31, 2018 . Profit Sharing and Profit Ceiling. Our contracts with certain states contain profit-sharing or profit ceiling provisions under which we refund amounts to the states if our health plans generate profit above a certain specified percentage. In some cases, we are limited in the amount of administrative costs that we may deduct in calculating the refund, if any. Liabilities for profits in excess of the amount we are allowed to retain under these provisions were insignificant at September 30, 2019 and December 31, 2018 . Retroactive Premium Adjustments. State Medicaid programs periodically adjust premium rates on a retroactive basis. In these cases, we must adjust our premium revenue in the period in which we learn of the adjustment, based on our best estimate of the ultimate premium we expect to realize for the period being adjusted. Medicare Program Risk Adjusted Premiums. Our Medicare premiums are subject to retroactive increase or decrease based on the health status of our Medicare members (as measured by member risk score). We estimate our members’ risk scores and the related amount of Medicare revenue that will ultimately be realized for the periods presented based on our knowledge of our members’ health status, risk scores and Centers for Medicare and Medicaid Services (“CMS”) practices. Consolidated balance sheet amounts related to anticipated Medicare risk adjusted premiums and Medicare Part D settlements were insignificant at September 30, 2019 and December 31, 2018 . Minimum MLR. The Affordable Care Act (“ACA”) has established a minimum annual medical loss ratio (“Minimum MLR”) of 85% for Medicare. The medical loss ratio represents medical costs as a percentage of premium revenue. Federal regulations define what constitutes medical costs and premium revenue. If the Minimum MLR is not met, we may be required to pay rebates to the federal government. We recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of income. The amounts payable for the Medicare Minimum MLR were not significant at September 30, 2019 and December 31, 2018 . Marketplace Program Risk Adjustment. Under this program, our health plans’ composite risk scores are compared with the overall average risk score for the relevant state and market pool. Generally, our health plans will make a risk adjustment payment into the pool if their composite risk scores are below the average risk score (risk adjustment payable), and will receive a risk adjustment payment from the pool if their composite risk scores are above the average risk score (risk adjustment receivable). We estimate our ultimate premium based on insurance policy year-to-date experience, and recognize estimated premiums relating to the risk adjustment program as an adjustment to premium revenue in our consolidated statements of income. As of September 30, 2019 , Marketplace risk adjustment payables amounted to $285 million and related receivables amounted to $76 million , for a net payable of $209 million . As of December 31, 2018 , Marketplace risk adjustment payables amounted to $466 million and related receivables amounted to $34 million , for a net payable of $432 million . Minimum MLR. The ACA has established a Minimum MLR of 80% for the Marketplace. If the Minimum MLR is not met, we may be required to pay rebates to our Marketplace policyholders. The Marketplace risk adjustment program is taken into consideration when computing the Minimum MLR. We recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of income. Aggregate balance sheet amounts related to the Minimum MLR were insignificant at September 30, 2019 and December 31, 2018 |
Leases | Leases Right-of-use (“ROU”) assets represent our right to use the underlying assets over the lease term, and lease liabilities represent our obligation for lease payments arising from the related leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease terms may include options to extend or terminate the lease when we believe it is reasonably certain that we will exercise such options. If applicable, we account for lease and non-lease components within a lease as a single lease component. Because most of our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate to determine the present value of lease payments. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term, and the related ROU assets and liabilities are reduced to the present value of the remaining lease payments at the end of each period. Finance lease payments reduce finance lease liabilities, the related ROU assets are amortized on a straight-line basis over the lease term, and interest expense is recognized using the effective interest method. The significant majority of our operating leases consist of long-term operating leases for office space. Short-term leases (those with terms of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. For certain leases that represent a portfolio of similar assets, such as a fleet of vehicles, we apply a portfolio approach to account for the related operating lease ROU assets and liabilities, rather than account for such assets and the related liabilities individually. A nominal number of our lease agreements include rental payments that adjust periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For further information, including the amount and location of the ROU assets and lease liabilities recognized in the accompanying consolidated balance sheet, see Note 13 , “ Leases .” For further information regarding our adoption and implementation of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), see Recent Accounting Pronouncements Adopted, below. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments, receivables, and restricted investments. Our investments and a portion of our cash equivalents are managed by professional portfolio managers operating under documented investment guidelines. Our portfolio managers must obtain our prior approval before selling investments where the loss position of those investments exceeds certain levels. Our investments consist primarily of investment-grade debt securities with a maximum maturity of 10 years , or 10 years average life for structured securities. Restricted investments are invested principally in cash, cash equivalents, and U.S. Treasury securities. Concentration of credit risk with respect to accounts receivable is generally limited because our payors consist principally of the federal government, and governments of each state or commonwealth in which our health plan subsidiaries operate. |
Income Taxes | Income Taxes The provision for income taxes is determined using an estimated annual effective tax rate, which generally differs from the U.S. federal statutory rate primarily because of foreign and state taxes, nondeductible expenses such as the Health Insurer Fee (“HIF”), certain compensation, and other general and administrative expenses. The effective tax rate will not be impacted by HIF in 2019 given the 2019 HIF moratorium. The effective tax rate may be subject to fluctuations during the year as new information is obtained. Such information may affect the assumptions used to estimate the annual effective tax rate, including projected pretax earnings, the mix of pretax earnings in the various tax jurisdictions in which we operate, valuation allowances against deferred tax assets, the recognition or the reversal of the recognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where we conduct business. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities, along with net operating loss and tax credit carryovers. |
Recent Accounting Pronouncements Adopted and Not Yet Adopted | Recent Accounting Pronouncements Adopted Leases. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Topic 842, which was subsequently modified by several ASUs issued in 2017 and 2018. Topic 842 was issued to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in Topic 842 is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. In addition, Topic 842’s disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Topic 842’s transition provisions are applied using a modified retrospective approach; entities may elect whether to apply the transition provisions, including disclosure requirements, at the beginning of the earliest comparative period presented or on the adoption date. We adopted Topic 842 effective January 1, 2019, and elected to apply the transition provisions as of that date. Accordingly, we recognized the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings on January 1, 2019. In addition, we elected the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. As indicated in the accompanying consolidated statements of stockholders’ equity, the cumulative effect adjustment was an increase of $85 million to retained earnings, relating primarily to the transition provisions for sale-leaseback arrangements that did not qualify for sale treatment. Accordingly, such arrangements for certain office buildings were de-recognized and recorded as finance lease ROU assets and lease liabilities. The difference between the de-recognized assets and lease financing obligations resulted in an increase to retained earnings. The recognition of these arrangements as finance lease ROU assets and lease liabilities will not materially impact our consolidated results of operations over the terms of the leases. Software Licenses. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We early adopted ASU 2018-15 effective January 1, 2019, using the prospective method , with no material impact to our financial condition, results of operations or cash flows. Adoption of this guidance may be significant to us in the future depending on the extent to which we use cloud computing arrangements that qualify as service contracts. Recent Accounting Pronouncements Not Yet Adopted Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as modified by: • ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses ; • ASU 2019-04 , Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ; and • ASU 2019-05 , Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief . This standard introduces a new current expected credit loss (“CECL”) model for measuring expected credit losses for certain types of financial instruments and replaces the incurred loss model. The CECL model requires companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount companies expect to collect over the instrument’s contractual life after consideration of historical experience, current conditions, and reasonable and supportable forecasts. This standard also introduces targeted changes to the available-for-sale (“AFS”) debt securities impairment model. ASU 2016-13 is effective beginning January 1, 2020, and must be adopted as a cumulative effect adjustment to retained earnings; early adoption is permitted. The most significant type of financial instrument reported in our consolidated balance sheets, subject to the CECL model, is Receivables. As of September 30, 2019, over 70% , or approximately $970 million of the Receivables balance constitutes receivables from state and federal government agencies. Based on our preliminary analysis, we believe that the credit risk associated with such receivables is nominal due to a very low risk of default. The AFS debt securities impairment model will apply to “Investments” reported in our consolidated balance sheets. We believe that the credit risk associated with our non-government issued Investments is nominal due to the high quality of such investments. We are currently evaluating the processes and controls necessary to adopt and implement ASU 2016-13, along with the effects the adoption will have on our consolidated results of operations and financial condition. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not have, nor does management expect such pronouncements to have, a significant impact on our present or future consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows. The restricted cash and cash equivalents presented below are included in non-current “Restricted investments” in the accompanying consolidated balance sheets. September 30, 2019 2018 (In millions) Cash and cash equivalents $ 2,679 $ 2,814 Restricted cash and cash equivalents 55 94 Total cash, cash equivalents, and restricted cash and cash equivalents presented in the statements of cash flows $ 2,734 $ 2,908 |
Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying consolidated statements of cash flows. The restricted cash and cash equivalents presented below are included in non-current “Restricted investments” in the accompanying consolidated balance sheets. September 30, 2019 2018 (In millions) Cash and cash equivalents $ 2,679 $ 2,814 Restricted cash and cash equivalents 55 94 Total cash, cash equivalents, and restricted cash and cash equivalents presented in the statements of cash flows $ 2,734 $ 2,908 |
Amounts Due to Government Agencies | A summary of the categories of amounts due government agencies follows: September 30, December 31, (In millions) Medicaid program: Medical cost floors and corridors $ 95 $ 103 Other amounts due to states 69 81 Marketplace program: Risk adjustment 285 466 Cost sharing reduction (“CSR”) — 183 Other 163 134 Total amounts due government agencies $ 612 $ 967 |
Quality Incentive Premium Revenue Recognized | The following table quantifies the quality incentive premium revenue recognized for the periods presented, including the amounts earned in the periods presented and prior periods. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Maximum available quality incentive premium - current period $ 47 $ 48 $ 138 $ 135 Quality incentive premium revenue recognized in current period: Earned current period $ 46 $ 39 $ 109 $ 97 Earned prior periods 5 9 35 32 Total $ 51 $ 48 $ 144 129 Quality incentive premium revenue recognized as a percentage of total premium revenue 1.2 % 1.1 % 1.2 % 1.0 % |
Net Income per Share (Tables)
Net Income per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Denominators for the Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the calculation of net income per share: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions, except net income per share) Numerator: Net income $ 175 $ 197 $ 569 $ 506 Denominator: Shares outstanding at the beginning of the period 62.2 61.3 62.1 59.3 Weighted-average number of shares issued: Exchange of 1.625% Convertible Notes — — — 1.3 Stock-based compensation — — 0.1 0.2 Denominator for net income per share, basic 62.2 61.3 62.2 60.8 Effect of dilutive securities: 1.125% Warrants (1) 0.8 5.6 1.8 5.0 1.625% Convertible Notes — 0.6 — 0.5 Stock-based compensation 0.6 0.4 0.6 0.3 Denominator for net income per share, diluted 63.6 67.9 64.6 66.6 Net income per share: (2) Basic $ 2.81 $ 3.22 $ 9.15 $ 8.32 Diluted $ 2.75 $ 2.90 $ 8.80 $ 7.60 ______________________________ (1) For more information and definitions regarding the 1.125% Warrants, including partial termination transactions, refer to Note 9 , “ Stockholders' Equity .” The dilutive effect of all potentially dilutive common shares is calculated using the treasury stock method. (2) Source data for calculations in thousands. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets Measured on Recurring Basis | Our financial instruments measured at fair value on a recurring basis at September 30, 2019 , were as follows: Total Observable Inputs (Level 1) Directly or Indirectly Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Corporate debt securities $ 1,129 $ — $ 1,129 $ — Mortgage-backed securities 303 — 303 — Asset-backed securities 110 — 110 — Government-sponsored enterprise securities (“GSEs”) 97 — 97 — Municipal securities 68 — 68 — U.S. Treasury notes 40 — 40 — Foreign securities 7 — 7 — Certificates of deposit 3 — 3 — Subtotal - current investments 1,757 — 1,757 — 1.125% Call Option derivative asset 21 — — 21 Total assets $ 1,778 $ — $ 1,757 $ 21 1.125% Conversion Option derivative liability $ 21 $ — $ — $ 21 Total liabilities $ 21 $ — $ — $ 21 Our financial instruments measured at fair value on a recurring basis at December 31, 2018 , were as follows: Total Observable Inputs (Level 1) Directly or Indirectly Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Corporate debt securities $ 1,123 $ — $ 1,123 $ — Asset-backed securities 82 — 82 — GSEs 163 — 163 — Municipal securities 114 — 114 — U.S. Treasury notes 181 — 181 — Foreign securities 4 — 4 — Certificates of deposit 14 — 14 — Subtotal 1,681 — 1,681 — 1.125% Call Option derivative asset 476 — — 476 Total assets $ 2,157 $ — $ 1,681 $ 476 1.125% Conversion Option derivative liability $ 476 $ — $ — $ 476 Total liabilities $ 476 $ — $ — $ 476 |
Schedule of Fair Value, Asset and Liabilities Measured on Recurring Basis - Disclosure Only | The carrying amounts and estimated fair values of our notes payable are classified as Level 2 financial instruments. Fair value for these securities is determined using a market approach based on quoted market prices for similar securities in active markets or quoted prices for identical securities in inactive markets. The carrying amount and estimated fair value of the Term Loan Facility is classified as a Level 3 financial instrument, because certain inputs used to determine its fair value are not observable. As of September 30, 2019 , the carrying amount of the Term Loan Facility approximated fair value because its interest rate is a variable rate that approximates rates currently available to us. September 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (In millions) 5.375% Notes $ 695 $ 744 $ 694 $ 674 4.875% Notes 327 334 326 301 Term Loan Facility 220 220 — — 1.125% Convertible Notes (1),(2) 12 34 240 732 Totals $ 1,254 $ 1,332 $ 1,260 $ 1,707 ______________________ (1) The fair value of the 1.125% Conversion Option (the embedded cash conversion option), which is reflected in the fair value amounts presented above, amounted to $21 million and $476 million as of September 30, 2019 , and December 31, 2018 , respectively. See further discussion at Note 7 , “ Debt ,” and Note 8 , “ Derivatives .” (2) For more information on debt repayments in 2019, refer to Note 7 , “ Debt .” |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-Sale Investments | The following tables summarize our investments as of the dates indicated: September 30, 2019 Amortized Gross Unrealized Estimated Fair Cost Gains Losses Value (In millions) Corporate debt securities $ 1,125 $ 5 $ 1 $ 1,129 Mortgage-backed securities 302 1 — 303 Asset-backed securities 109 1 — 110 GSEs 97 — — 97 Municipal securities 68 — — 68 U.S. Treasury notes 40 — — 40 Foreign securities 7 — — 7 Certificates of deposit 3 — — 3 Totals $ 1,751 $ 7 $ 1 $ 1,757 December 31, 2018 Amortized Gross Unrealized Estimated Fair Cost Gains Losses Value (In millions) Corporate debt securities $ 1,131 $ — $ 8 $ 1,123 Asset-backed securities 83 — 1 82 GSEs 164 — 1 163 Municipal securities 115 — 1 114 U.S. Treasury notes 181 — — 181 Foreign securities 4 — — 4 Certificates of deposit 14 — — 14 Totals $ 1,692 $ — $ 11 $ 1,681 |
Contractual Maturities of Investments | The contractual maturities of our available-for-sale investments as of September 30, 2019 are summarized below: Amortized Cost Estimated Fair Value (In millions) Due in one year or less $ 498 $ 498 Due after one year through five years 875 878 Due after five years through ten years 107 108 Due after ten years 271 273 Totals $ 1,751 $ 1,757 |
Available-for-Sale Investments in a Continuous Loss Position | The following table segregates those available-for-sale investments that have been in a continuous loss position for less than 12 months, and those that have been in a continuous loss position for 12 months or more as of September 30, 2019 : In a Continuous Loss Position for Less than 12 Months In a Continuous Loss Position for 12 Months or More Estimated Fair Value Unrealized Losses Total Number of Positions Estimated Fair Value Unrealized Losses Total Number of Positions (Dollars in millions) Corporate debt securities $ 151 $ 1 90 $ — $ — — Totals $ 151 $ 1 90 $ — $ — — The following table segregates those available-for-sale investments that have been in a continuous loss position for less than 12 months, and those that have been in a continuous loss position for 12 months or more as of December 31, 2018 : In a Continuous Loss Position for Less than 12 Months In a Continuous Loss Position for 12 Months or More Estimated Fair Value Unrealized Losses Total Number of Positions Estimated Fair Value Unrealized Losses Total Number of Positions (Dollars in millions) Corporate debt securities $ 509 $ 3 285 $ 412 $ 5 298 Asset-backed securities — — — 68 1 52 GSEs — — — 127 1 76 Municipal securities — — — 87 1 90 Totals $ 509 $ 3 285 $ 694 $ 8 516 |
Medical Claims and Benefits P_2
Medical Claims and Benefits Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Medical Claims and Benefits Payable | The following table provides the details of our medical claims and benefits payable as of the dates indicated. September 30, December 31, (In millions) Fee-for-service claims incurred but not paid (“IBNP”) $ 1,424 $ 1,562 Pharmacy payable 128 115 Capitation payable 57 52 Other 366 232 $ 1,975 $ 1,961 |
Components of Components of Change in Medical Claims and Benefits Payable | The following table presents the components of the change in our medical claims and benefits payable for the periods indicated. The amounts presented for “Components of medical care costs related to: Prior periods” represent the amounts by which our original estimate of medical claims and benefits payable at the beginning of the period were more than the actual amount of the liability, based on information (principally the payment of claims) developed since that liability was first reported. Nine Months Ended September 30, 2019 2018 (In millions) Medical claims and benefits payable, beginning balance $ 1,961 $ 2,192 Components of medical care costs related to: Current period 10,613 11,670 Prior periods (1) (253 ) (308 ) Total medical care costs 10,360 11,362 Change in non-risk and other provider payables 131 60 Payments for medical care costs related to: Current period 8,996 9,866 Prior periods 1,481 1,706 Total paid 10,477 11,572 Medical claims and benefits payable, ending balance $ 1,975 $ 2,042 _______________________ (1) The September 30, 2018, amount includes the 2018 benefit of the 2017 Marketplace CSR reimbursement of $81 million . |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Maturities of Long-Term Debt | As of September 30, 2019 , contractual maturities of debt were as follows. All amounts represent the principal amounts due on the debt instruments outstanding as of December 31 for each year presented, based on September 30, 2019 balances. Total 2020 2021 2022 2023 2024 Thereafter (In millions) 5.375% Notes $ 700 $ — $ — $ 700 $ — $ — $ — 4.875% Notes 330 — — — — — 330 Term Loan Facility 220 6 16 22 22 154 — 1.125% Convertible Notes 12 12 — — — — — Totals $ 1,262 $ 18 $ 16 $ 722 $ 22 $ 154 $ 330 |
Schedule of Long-Term Debt | The following table summarizes our outstanding debt obligations and their classification in the accompanying consolidated balance sheets: September 30, December 31, (In millions) Current portion of long-term debt: 1.125% Convertible Notes, net of unamortized discount $ 12 $ 241 Term Loan Facility 3 — Lease financing obligations — 1 Debt issuance costs — (1 ) $ 15 $ 241 Non-current portion of long-term debt: 5.375% Notes $ 700 $ 700 4.875% Notes 330 330 Term Loan Facility 217 — Debt issuance costs (8 ) (10 ) Totals $ 1,239 $ 1,020 |
Interest Costs | Interest cost recognized relating to our convertible senior notes for the periods presented was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Contractual interest at coupon rate $ — $ 1 $ 1 $ 5 Amortization of the discount 1 5 5 18 Totals $ 1 $ 6 $ 6 $ 23 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes the fair values and the presentation of our derivative financial instruments (defined and discussed individually below) in the accompanying consolidated balance sheets: Balance Sheet Location September 30, December 31, (In millions) Derivative asset: 1.125% Call Option Current assets: Derivative asset $ 21 $ 476 Derivative liability: 1.125% Conversion Option Current liabilities: Derivative liability $ 21 $ 476 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Restricted Share Activity | Activity for RSAs, performance stock awards (“PSAs”) and PSUs is summarized below: RSAs PSAs PSUs Total Weighted Average Grant Date Fair Value Unvested balance, December 31, 2018 399,795 3,132 201,383 604,310 $ 71.50 Granted 228,902 — 141,828 370,730 137.53 Vested (133,828 ) (3,132 ) (10,528 ) (147,488 ) 72.21 Forfeited (46,780 ) — (11,616 ) (58,396 ) 87.99 Unvested balance, September 30, 2019 448,089 — 321,067 769,156 $ 101.93 The aggregate fair values of RSAs, PSUs and PSAs granted and vested are presented in the following table: Nine Months Ended September 30, 2019 2018 (In millions) Granted: RSAs $ 32 $ 26 PSUs 19 16 Total granted $ 51 $ 42 Vested: RSAs $ 18 $ 14 PSUs 2 — PSAs — 3 Total vested $ 20 $ 17 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Operating Segment Information | The following table presents total revenue by segment. Inter-segment revenue was insignificant for all periods presented. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Total revenue: Health Plans $ 4,239 $ 4,565 $ 12,546 $ 13,826 Other 4 132 9 400 Consolidated $ 4,243 $ 4,697 $ 12,555 $ 14,226 The following table reconciles margin by segment to consolidated income before income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Margin: Health Plans $ 561 $ 547 $ 1,725 $ 1,812 Other — 19 — 42 Total margin 561 566 1,725 1,854 Add: other operating revenues (1) 159 230 470 661 Add: gain on sale of subsidiary — 37 — 37 Less: other operating expenses (2) (463 ) (538 ) (1,393 ) (1,693 ) Operating income 257 295 802 859 Other expenses, net 24 36 52 116 Income before income tax expense $ 233 $ 259 $ 750 $ 743 ______________________ (1) Other operating revenues include premium tax revenue, health insurer fees reimbursed, and investment income and other revenue. (2) Other operating expenses include general and administrative expenses, premium tax expenses, health insurer fees, depreciation and amortization, and restructuring costs. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Expense and Supplemental Consolidated Cash Flow Information | The components of lease expense were as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (In millions) Operating lease expense $ 9 $ 26 Finance lease expense: Amortization of right-of-use (“ROU”) assets $ 4 $ 12 Interest on lease liabilities 3 11 Total finance lease expense $ 7 $ 23 Supplemental consolidated cash flow information related to leases follows: Nine Months Ended September 30, 2019 (In millions) Cash used in operating activities: Operating leases $ 28 Finance leases 12 Cash used in financing activities: Finance leases 4 ROU assets recognized in exchange for lease obligations: Operating leases 95 Finance leases 245 |
Supplemental Lease Information | Supplemental information related to leases, including location of amounts reported in the accompanying consolidated balance sheets, follows: September 30, 2019 (In millions) Operating leases: ROU assets Other assets $ 69 Lease liabilities Accounts payable and accrued liabilities (current) $ 28 Other long-term liabilities (non-current) 49 Total operating lease liabilities $ 77 Finance leases: ROU assets Property, equipment, and capitalized software, net $ 233 Lease liabilities Accounts payable and accrued liabilities (current) $ 8 Finance lease liabilities (non-current) 233 Total finance lease liabilities $ 241 |
Operating Lease Maturities | Maturities of lease liabilities as of September 30, 2019 , were as follows: Operating Leases Finance Leases (In millions) 2019 (for the three months ended December 31, 2019) $ 9 $ 6 2020 28 23 2021 18 23 2022 12 22 2023 10 21 Thereafter 8 311 Total lease payments 85 406 Less imputed interest (8 ) (165 ) Totals $ 77 $ 241 |
Finance Lease Maturities | Maturities of lease liabilities as of September 30, 2019 , were as follows: Operating Leases Finance Leases (In millions) 2019 (for the three months ended December 31, 2019) $ 9 $ 6 2020 28 23 2021 18 23 2022 12 22 2023 10 21 Thereafter 8 311 Total lease payments 85 406 Less imputed interest (8 ) (165 ) Totals $ 77 $ 241 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) member in Thousands, $ in Millions | Oct. 29, 2019member | Sep. 30, 2019USD ($)statemember | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segmentstatemember | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($)countrymember |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments (in segment) | segment | 2 | |||||
Premium revenue | $ | $ 4,084 | $ 4,337 | $ 12,085 | $ 13,174 | ||
Texas Health and Human Services Commission, STARPLUS Program | ||||||
Segment Reporting Information [Line Items] | ||||||
Premium revenue | $ | $ 1,200 | |||||
Subsequent Event | YourCare Health Plan | Forecast | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of members eligible for the health care programs, approximately (in member) | member | 46 | |||||
Number of countries | country | 7 | |||||
Purchase price of assets | $ | $ 40 | |||||
Subsequent Event | Texas Health and Human Services Commission, STARPLUS Program | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of members eligible for the health care programs, approximately (in member) | member | 86 | |||||
Contract term | 3 years | |||||
Health Plans | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of states in which entity operates (in state) | state | 14 | 14 | ||||
Number of members eligible for the health care programs, approximately (in member) | member | 3,300 | 3,300 | ||||
Minimum | Health Plans | ||||||
Segment Reporting Information [Line Items] | ||||||
Contract term | 3 years | |||||
Maximum | Health Plans | ||||||
Segment Reporting Information [Line Items] | ||||||
Contract term | 5 years |
Significant Accounting Polici_4
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 2,679 | $ 2,826 | $ 2,814 | |
Restricted cash and cash equivalents | 55 | 94 | ||
Total cash, cash equivalents, and restricted cash and cash equivalents presented in the statements of cash flows | $ 2,734 | $ 2,926 | $ 2,908 | $ 3,290 |
Significant Accounting Polici_5
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||||
Medical cost floors and corridors | $ 95 | $ 103 | ||||
Amounts due government agencies | 612 | 967 | ||||
Risk adjustment payable | 285 | 466 | ||||
Risk adjustment receivable | 76 | 34 | ||||
Risk adjustment, net payable | $ 209 | 432 | ||||
Maturity period | 10 years | |||||
Adoption of new accounting standard | $ 85 | $ 6 | ||||
Receivables from state and federal government agencies | $ 1,280 | 1,330 | ||||
Retained Earnings | ||||||
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||||
Adoption of new accounting standard | 85 | $ 7 | ||||
Retained Earnings | Accounting Standards Update 2016-02 | ||||||
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||||
Adoption of new accounting standard | $ 85 | |||||
CMS Subsidies | ||||||
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||||
Reimbursement | $ 5 | $ 81 | ||||
State and Federal Government Agencies | Accounts Receivable | Customer Concentration Risk | ||||||
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||||
Concentration risk, percentage | 70.00% | |||||
Receivables from state and federal government agencies | $ 970 | |||||
Medicaid Expansion | ||||||
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||||
Amounts due government agencies | $ 78 | $ 87 |
Significant Accounting Polici_6
Significant Accounting Policies - Amounts Due To Government Agencies (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Medicaid program: | ||
Medical cost floors and corridors | $ 95 | $ 103 |
Other amounts due to states | 69 | 81 |
Marketplace program: | ||
Risk adjustment | 285 | 466 |
Cost sharing reduction | 0 | 183 |
Other | 163 | 134 |
Total amounts due government agencies | $ 612 | $ 967 |
Significant Accounting Polici_7
Significant Accounting Policies - Quality Incentive Premium Revenue Recognized (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||
Maximum available quality incentive premium - current period | $ 47 | $ 48 | $ 138 | $ 135 |
Quality incentive premium revenue recognized in current period: | ||||
Earned current period | 46 | 39 | 109 | 97 |
Earned prior periods | 5 | 9 | 35 | 32 |
Total | $ 51 | $ 48 | $ 144 | $ 129 |
Quality incentive premium revenue recognized as a percentage of total premium revenue | 1.20% | 1.10% | 1.20% | 1.00% |
Select Health Plans | Minimum | ||||
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||
Percentage of additional incremental revenue earned | 1.00% | |||
Select Health Plans | Maximum | ||||
Schedule of Premium Revenue by Health Plan Type [Line Items] | ||||
Percentage of additional incremental revenue earned | 4.00% |
Net Income per Share (Details)
Net Income per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||||||||
Net income | $ 175 | $ 196 | $ 198 | $ 197 | $ 202 | $ 107 | $ 569 | $ 506 | ||
Denominator: | ||||||||||
Shares outstanding at the beginning of the period (in shares) | 62.2 | 61.3 | 62.1 | 59.3 | ||||||
Weighted-average number of shares issued: | ||||||||||
Exchange of 1.625% Notes (in shares) | 0 | 0 | 0 | 1.3 | ||||||
Stock-based compensation (in shares) | 0 | 0 | 0.1 | 0.2 | ||||||
Denominator for net income per share, basic (in shares) | 62.2 | 61.3 | 62.2 | 60.8 | ||||||
Effect of dilutive securities: | ||||||||||
1.125% Warrants (in shares) | 0.8 | 5.6 | 1.8 | 5 | ||||||
1.625% Notes (in shares) | 0 | 0.6 | 0 | 0.5 | ||||||
Stock-based compensation (in shares) | 0.6 | 0.4 | 0.6 | 0.3 | ||||||
Denominator for net income per share, diluted (in shares) | 63.6 | 67.9 | 64.6 | 66.6 | ||||||
Net income per share: | ||||||||||
Basic (in dollars per share) | $ 2.81 | $ 3.22 | $ 9.15 | $ 8.32 | ||||||
Diluted (in dollars per share) | $ 2.75 | $ 2.90 | $ 8.80 | $ 7.60 | ||||||
Stated percentage of warrants | 1.625% | 1.625% | ||||||||
1.125% Warrants | ||||||||||
Net income per share: | ||||||||||
Stated percentage of warrants | 1.125% | 1.125% | 1.125% | 1.125% | 1.125% | 1.125% | 1.125% | |||
1.625% Notes | ||||||||||
Net income per share: | ||||||||||
Stated percentage of warrants | 1.625% | 1.625% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
1.125% Call Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Percentage of contractual interest rate on derivative | 1.125% | 1.125% | 1.125% |
1.125% Conversion Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Percentage of contractual interest rate on derivative | 1.125% | 1.125% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments on Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | $ 1,757 | $ 1,681 | |
Total assets | 1,778 | 2,157 | |
Total liabilities | 21 | 476 | |
Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 1,129 | 1,123 | |
Mortgage-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 303 | ||
Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 110 | 82 | |
Government-sponsored enterprise securities (“GSEs”) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 97 | 163 | |
Municipal securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 68 | 114 | |
U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 40 | 181 | |
Foreign securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 7 | 4 | |
Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 3 | 14 | |
1.125% Call Option derivative asset | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Call Option derivative asset | 21 | 476 | |
1.125% Conversion Option derivative liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Conversion Option derivative liability | $ 21 | $ 476 | |
1.125% Call Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Percentage of contractual interest rate on derivative | 1.125% | 1.125% | 1.125% |
1.125% Conversion Option derivative liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Percentage of contractual interest rate on derivative | 1.125% | 1.125% | |
Observable Inputs (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | $ 0 | $ 0 | |
Total assets | 0 | 0 | |
Total liabilities | 0 | 0 | |
Observable Inputs (Level 1) | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Observable Inputs (Level 1) | Mortgage-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | ||
Observable Inputs (Level 1) | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Observable Inputs (Level 1) | Government-sponsored enterprise securities (“GSEs”) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Observable Inputs (Level 1) | Municipal securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Observable Inputs (Level 1) | U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Observable Inputs (Level 1) | Foreign securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Observable Inputs (Level 1) | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Observable Inputs (Level 1) | 1.125% Call Option derivative asset | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Call Option derivative asset | 0 | 0 | |
Observable Inputs (Level 1) | 1.125% Conversion Option derivative liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Conversion Option derivative liability | 0 | 0 | |
Directly or Indirectly Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 1,757 | 1,681 | |
Total assets | 1,757 | 1,681 | |
Total liabilities | 0 | 0 | |
Directly or Indirectly Observable Inputs (Level 2) | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 1,129 | 1,123 | |
Directly or Indirectly Observable Inputs (Level 2) | Mortgage-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 303 | ||
Directly or Indirectly Observable Inputs (Level 2) | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 110 | 82 | |
Directly or Indirectly Observable Inputs (Level 2) | Government-sponsored enterprise securities (“GSEs”) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 97 | 163 | |
Directly or Indirectly Observable Inputs (Level 2) | Municipal securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 68 | 114 | |
Directly or Indirectly Observable Inputs (Level 2) | U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 40 | 181 | |
Directly or Indirectly Observable Inputs (Level 2) | Foreign securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 7 | 4 | |
Directly or Indirectly Observable Inputs (Level 2) | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 3 | 14 | |
Directly or Indirectly Observable Inputs (Level 2) | 1.125% Call Option derivative asset | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Call Option derivative asset | 0 | 0 | |
Directly or Indirectly Observable Inputs (Level 2) | 1.125% Conversion Option derivative liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Conversion Option derivative liability | 0 | 0 | |
Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Total assets | 21 | 476 | |
Total liabilities | 21 | 476 | |
Unobservable Inputs (Level 3) | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Unobservable Inputs (Level 3) | Mortgage-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | ||
Unobservable Inputs (Level 3) | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Unobservable Inputs (Level 3) | Government-sponsored enterprise securities (“GSEs”) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Unobservable Inputs (Level 3) | Municipal securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Unobservable Inputs (Level 3) | U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Unobservable Inputs (Level 3) | Foreign securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Unobservable Inputs (Level 3) | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt securities, available-for-sale | 0 | 0 | |
Unobservable Inputs (Level 3) | 1.125% Call Option derivative asset | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Call Option derivative asset | 21 | 476 | |
Unobservable Inputs (Level 3) | 1.125% Conversion Option derivative liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
1.125% Conversion Option derivative liability | $ 21 | $ 476 |
Fair Value Measurements - Detai
Fair Value Measurements - Details of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current liabilities: Derivative liability | 1.125% Conversion Option | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | $ 21 | $ 476 |
5.375% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Percentage of contractual interest rate on notes | 5.375% | |
4.875% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Percentage of contractual interest rate on notes | 4.875% | |
1.125% Convertible Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Percentage of contractual interest rate on notes | 1.125% | |
Senior Notes | 5.375% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Percentage of contractual interest rate on notes | 5.375% | |
Senior Notes | 4.875% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Percentage of contractual interest rate on notes | 4.875% | |
Convertible Notes | 1.125% Convertible Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Percentage of contractual interest rate on notes | 1.125% | |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 1,254 | 1,260 |
Carrying Amount | Senior Notes | 5.375% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 695 | 694 |
Carrying Amount | Senior Notes | 4.875% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 327 | 326 |
Carrying Amount | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 220 | 0 |
Carrying Amount | Convertible Notes | 1.125% Convertible Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 12 | 240 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 1,332 | 1,707 |
Fair Value | Senior Notes | 5.375% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 744 | 674 |
Fair Value | Senior Notes | 4.875% Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 334 | 301 |
Fair Value | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 220 | 0 |
Fair Value | Convertible Notes | 1.125% Convertible Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 34 | $ 732 |
Investments - Summary of Invest
Investments - Summary of Investments (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,751 | $ 1,692 |
Gross Unrealized Gains | 7 | 0 |
Gross Unrealized Losses | 1 | 11 |
Estimated Fair Value | 1,757 | 1,681 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,125 | 1,131 |
Gross Unrealized Gains | 5 | 0 |
Gross Unrealized Losses | 1 | 8 |
Estimated Fair Value | 1,129 | 1,123 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 302 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 303 | |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 109 | 83 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | 0 | 1 |
Estimated Fair Value | 110 | 82 |
GSEs | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 97 | 164 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 1 |
Estimated Fair Value | 97 | 163 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 68 | 115 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 1 |
Estimated Fair Value | 68 | 114 |
U.S. Treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40 | 181 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 40 | 181 |
Foreign securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7 | 4 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 7 | 4 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3 | 14 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 3 | $ 14 |
Investments - Contractual Matur
Investments - Contractual Maturities of Investments (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Amortized Cost | ||
Due in one year or less | $ 498 | |
Due after one year through five years | 875 | |
Due after five years through ten years | 107 | |
Due after ten years | 271 | |
Amortized Cost | 1,751 | $ 1,692 |
Estimated Fair Value | ||
Due in one year or less | 498 | |
Due after one year through five years | 878 | |
Due after five years through ten years | 108 | |
Due after ten years | 273 | |
Estimated Fair Value | $ 1,757 |
Investments - Available-for-Sal
Investments - Available-for-Sale Investments (Details) $ in Millions | Sep. 30, 2019USD ($)Security | Dec. 31, 2018USD ($)Security |
Estimated Fair Value | ||
In a Continuous Loss Position for Less than 12 Months | $ 151 | $ 509 |
In a Continuous Loss Position for 12 Months or More | 0 | 694 |
Unrealized Losses | ||
In a Continuous Loss Position for Less than 12 Months | 1 | 3 |
In a Continuous Loss Position for 12 Months or More | $ 0 | $ 8 |
Total Number of Positions | ||
In a Continuous Loss Position for Less than 12 Months | Security | 90 | 285 |
In a Continuous Loss Position for 12 Months or More | Security | 0 | 516 |
Corporate debt securities | ||
Estimated Fair Value | ||
In a Continuous Loss Position for Less than 12 Months | $ 151 | $ 509 |
In a Continuous Loss Position for 12 Months or More | 0 | 412 |
Unrealized Losses | ||
In a Continuous Loss Position for Less than 12 Months | 1 | 3 |
In a Continuous Loss Position for 12 Months or More | $ 0 | $ 5 |
Total Number of Positions | ||
In a Continuous Loss Position for Less than 12 Months | Security | 90 | 285 |
In a Continuous Loss Position for 12 Months or More | Security | 0 | 298 |
Asset-backed securities | ||
Estimated Fair Value | ||
In a Continuous Loss Position for Less than 12 Months | $ 0 | |
In a Continuous Loss Position for 12 Months or More | 68 | |
Unrealized Losses | ||
In a Continuous Loss Position for Less than 12 Months | 0 | |
In a Continuous Loss Position for 12 Months or More | $ 1 | |
Total Number of Positions | ||
In a Continuous Loss Position for Less than 12 Months | Security | 0 | |
In a Continuous Loss Position for 12 Months or More | Security | 52 | |
GSEs | ||
Estimated Fair Value | ||
In a Continuous Loss Position for Less than 12 Months | $ 0 | |
In a Continuous Loss Position for 12 Months or More | 127 | |
Unrealized Losses | ||
In a Continuous Loss Position for Less than 12 Months | 0 | |
In a Continuous Loss Position for 12 Months or More | $ 1 | |
Total Number of Positions | ||
In a Continuous Loss Position for Less than 12 Months | Security | 0 | |
In a Continuous Loss Position for 12 Months or More | Security | 76 | |
Municipal securities | ||
Estimated Fair Value | ||
In a Continuous Loss Position for Less than 12 Months | $ 0 | |
In a Continuous Loss Position for 12 Months or More | 87 | |
Unrealized Losses | ||
In a Continuous Loss Position for Less than 12 Months | 0 | |
In a Continuous Loss Position for 12 Months or More | $ 1 | |
Total Number of Positions | ||
In a Continuous Loss Position for Less than 12 Months | Security | 0 | |
In a Continuous Loss Position for 12 Months or More | Security | 90 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||
Gross realized investment gains | $ 11 | $ 11 |
Held-to-maturity, within one year, amortized cost | $ 79 | $ 79 |
Medical Claims and Benefits P_3
Medical Claims and Benefits Payable - Medical Claims and Benefits Payable (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||||
Fee-for-service claims incurred but not paid (“IBNP”) | $ 1,424 | $ 1,562 | ||
Pharmacy payable | 128 | 115 | ||
Capitation payable | 57 | 52 | ||
Other | 366 | 232 | ||
Medical claims and benefits payable | $ 1,975 | $ 1,961 | $ 2,042 | $ 2,192 |
Medical Claims and Benefits P_4
Medical Claims and Benefits Payable - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |||
Non-risk provider payables | $ 239 | $ 107 | |
Prior period claims, favorable development | $ 253 | $ 308 |
Medical Claims and Benefits P_5
Medical Claims and Benefits Payable - Components of Change in Medical Claims and Benefits Payable (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Insurance Claims | |||
Medical claims and benefits payable, beginning balance | $ 1,961 | $ 2,192 | |
Components of medical care costs related to: | |||
Current period | 10,613 | 11,670 | |
Prior periods | (253) | (308) | |
Total medical care costs | 10,360 | 11,362 | |
Change in non-risk and other provider payables | 131 | 60 | |
Payments for medical care costs related to: | |||
Current period | 8,996 | 9,866 | |
Prior periods | 1,481 | 1,706 | |
Total paid | 10,477 | 11,572 | |
Medical claims and benefits payable, ending balance | $ 2,042 | $ 1,975 | 2,042 |
CMS Subsidies | |||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||
Reimbursement | $ 5 | $ 81 |
Debt - Maturities of Long-Term
Debt - Maturities of Long-Term Debt (Details) $ in Millions | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
Total | $ 1,262 |
2020 | 18 |
2021 | 16 |
2022 | 722 |
2023 | 22 |
2024 | 154 |
Thereafter | $ 330 |
5.375% Notes | |
Debt Instrument [Line Items] | |
Percentage of contractual interest rate | 5.375% |
4.875% Notes | |
Debt Instrument [Line Items] | |
Percentage of contractual interest rate | 4.875% |
1.125% Convertible Notes | |
Debt Instrument [Line Items] | |
Percentage of contractual interest rate | 1.125% |
Senior Notes | 5.375% Notes | |
Debt Instrument [Line Items] | |
Percentage of contractual interest rate | 5.375% |
Total | $ 700 |
2020 | 0 |
2021 | 0 |
2022 | 700 |
2023 | 0 |
2024 | 0 |
Thereafter | $ 0 |
Senior Notes | 4.875% Notes | |
Debt Instrument [Line Items] | |
Percentage of contractual interest rate | 4.875% |
Total | $ 330 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 330 |
Term Loan Facility | Term Loan Facility | |
Debt Instrument [Line Items] | |
Total | 220 |
2020 | 6 |
2021 | 16 |
2022 | 22 |
2023 | 22 |
2024 | 154 |
Thereafter | $ 0 |
Convertible Notes | 1.125% Convertible Notes | |
Debt Instrument [Line Items] | |
Percentage of contractual interest rate | 1.125% |
Total | $ 12 |
2020 | 12 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | $ 0 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current portion of long-term debt: | ||
Lease financing obligations | $ 1 | |
Debt issuance costs | $ 0 | (1) |
Current portion of long-term debt | 15 | 241 |
Non-current portion of long-term debt: | ||
Debt issuance costs | (8) | (10) |
Totals | $ 1,239 | 1,020 |
1.125% Convertible Notes | ||
Debt Instrument [Line Items] | ||
Percentage of contractual interest rate | 1.125% | |
5.375% Notes | ||
Debt Instrument [Line Items] | ||
Percentage of contractual interest rate | 5.375% | |
4.875% Notes | ||
Debt Instrument [Line Items] | ||
Percentage of contractual interest rate | 4.875% | |
Convertible Notes | 1.125% Convertible Notes | ||
Debt Instrument [Line Items] | ||
Percentage of contractual interest rate | 1.125% | |
Current portion of long-term debt: | ||
Debt net of unamortized discount | $ 12 | 241 |
Term Loan Facility | Term Loan Facility | ||
Current portion of long-term debt: | ||
Debt net of unamortized discount | 3 | 0 |
Non-current portion of long-term debt: | ||
Debt net of unamortized debt discount | $ 217 | 0 |
Senior Notes | 5.375% Notes | ||
Debt Instrument [Line Items] | ||
Percentage of contractual interest rate | 5.375% | |
Non-current portion of long-term debt: | ||
Debt net of unamortized debt discount | $ 700 | 700 |
Senior Notes | 4.875% Notes | ||
Debt Instrument [Line Items] | ||
Percentage of contractual interest rate | 4.875% | |
Non-current portion of long-term debt: | ||
Debt net of unamortized debt discount | $ 330 | $ 330 |
Debt - Interest Costs (Details)
Debt - Interest Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Disclosure [Abstract] | ||||
Contractual interest at coupon rate | $ 0 | $ 1 | $ 1 | $ 5 |
Amortization of the discount | 1 | 5 | 5 | 18 |
Totals | $ 1 | $ 6 | $ 6 | $ 23 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Jan. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 1,262,000,000 | $ 1,262,000,000 | |||
Loss (gain) on debt extinguishment | $ 15,000,000 | $ (25,000,000) | |||
5.375% Notes | |||||
Debt Instrument [Line Items] | |||||
Percentage of contractual interest rate on notes | 5.375% | 5.375% | |||
4.875% Notes | |||||
Debt Instrument [Line Items] | |||||
Percentage of contractual interest rate on notes | 4.875% | 4.875% | |||
1.125% Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Percentage of contractual interest rate on notes | 1.125% | 1.125% | |||
Term Loan Facility | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 220,000,000 | $ 220,000,000 | |||
Current borrowing capacity | 380,000,000 | 380,000,000 | |||
Senior Notes | 5.375% Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 700,000,000 | $ 700,000,000 | |||
Percentage of contractual interest rate on notes | 5.375% | 5.375% | |||
Face amount | $ 700,000,000 | $ 700,000,000 | |||
Senior Notes | 4.875% Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 330,000,000 | $ 330,000,000 | |||
Percentage of contractual interest rate on notes | 4.875% | 4.875% | |||
Face amount | $ 330,000,000 | $ 330,000,000 | |||
Convertible Notes | 1.125% Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 12,000,000 | $ 12,000,000 | |||
Percentage of contractual interest rate on notes | 1.125% | 1.125% | |||
Repayments of debt | $ 161,000,000 | $ 794,000,000 | |||
Repayments of principal | 55,000,000 | 240,000,000 | |||
Repayment of aggregate carrying amount | 54,000,000 | 232,000,000 | |||
Loss (gain) on debt extinguishment | $ (2,000,000) | $ 15,000,000 | |||
Conversion ratio | 0.0245277 | ||||
Conversion price per share of common stock (in dollars per share) | $ / shares | $ 40.77 | $ 40.77 | |||
Effective interest percentage | 6.00% | 6.00% | |||
Remaining amortization period (less than) | 1 year | ||||
If-converted value | $ 28,000,000 | $ 581,000,000 | |||
Credit Facility | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 500,000,000 | 500,000,000 | $ 600,000,000 | ||
Minimum principal amount of advancements | $ 50,000,000 | ||||
Current borrowing capacity | 498,000,000 | 498,000,000 | |||
Amount outstanding under letter of credit | 0 | $ 0 | |||
Credit Facility | Minimum | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Amortization payment percentage | 1.25% | ||||
Credit Facility | Maximum | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Amortization payment percentage | 2.50% | ||||
Letter of Credit | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Amount outstanding under letter of credit | $ 2,000,000 | $ 2,000,000 |
Derivatives (Details)
Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | |||||
Cash received for partial termination of 1.125% Call Option | $ 578 | $ 477 | |||
Cash paid for partial termination of 1.125% Warrants | 514 | $ 419 | |||
Debt conversion, net cash receipts | $ 15 | $ 64 | |||
1.125% Convertible Notes | |||||
Derivative [Line Items] | |||||
Percentage of contractual interest rate on notes | 1.125% | 1.125% | |||
Percentage of contractual interest rate on Call Option | 1.125% | 1.125% | |||
1.125% Call Option | |||||
Derivative [Line Items] | |||||
Percentage of contractual interest rate on Call Option | 1.125% | 1.125% | 1.125% | 1.125% | |
Cash received for partial termination of 1.125% Call Option | $ 105 | ||||
1.125% Conversion Option | |||||
Derivative [Line Items] | |||||
Percentage of contractual interest rate on Call Option | 1.125% | 1.125% | 1.125% | ||
Current assets: Derivative asset | 1.125% Call Option | |||||
Derivative [Line Items] | |||||
Derivative assets | $ 21 | $ 21 | $ 476 | ||
Current liabilities: Derivative liability | 1.125% Conversion Option | |||||
Derivative [Line Items] | |||||
Derivative liabilities | $ 21 | $ 21 | $ 476 | ||
1.125% Warrants | |||||
Derivative [Line Items] | |||||
Percentage of contractual interest rate on Call Option | 1.125% | 1.125% | 1.125% | ||
Cash paid for partial termination of 1.125% Warrants | $ 90 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2013 | Jun. 30, 2019 | May 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | |
Class of Stock [Line Items] | |||||||||
Stated percentage of warrants | 1.625% | 1.625% | |||||||
Cash paid for partial termination of 1.125% Warrants | $ 514 | $ 419 | |||||||
Share-based compensation | $ 10 | $ 7 | 29 | $ 20 | |||||
Unrecognized compensation expense | $ 55 | $ 55 | |||||||
Unrecognized compensation forfeiture rate | 16.20% | ||||||||
Stock options granted (in shares) | 0 | ||||||||
Stock options exercised (in shares) | 0 | ||||||||
1.125% Convertible Notes | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of contractual interest rate on notes | 1.125% | 1.125% | |||||||
RSAs | |||||||||
Class of Stock [Line Items] | |||||||||
Weighted average period for recognition | 2 years 6 months | ||||||||
PSUs | |||||||||
Class of Stock [Line Items] | |||||||||
Weighted average period for recognition | 1 year 9 months 18 days | ||||||||
Employee Stock Option | |||||||||
Class of Stock [Line Items] | |||||||||
Unrecognized compensation expense | $ 5 | $ 5 | |||||||
Weighted average period for recognition | 1 year | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock issued (in shares) | 184,000 | ||||||||
2019 EIP | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued under ESPP | 2,900,000 | 2,900,000 | |||||||
2019 ESPP | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued under ESPP | 3,000,000 | ||||||||
1.125% Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stated percentage of warrants | 1.125% | 1.125% | 1.125% | 1.125% | 1.125% | 1.125% | 1.125% | ||
Number of warrants issued (in shares) | 13,500,000 | ||||||||
Warrant, strike price per share (in dollars per share) | $ 53.8475 | ||||||||
Warrants outstanding (in shares) | 300,000 | 300,000 | |||||||
Cash paid for partial termination of 1.125% Warrants | $ 90 | ||||||||
Number of warrants terminated (in shares) | 1,400,000 | 5,900,000 |
Stockholders' Equity - Share Ac
Stockholders' Equity - Share Activity (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Shares | |
Beginning Balance (shares) | 604,310 |
Granted (shares) | 370,730 |
Vested (shares) | (147,488) |
Forfeited (shares) | (58,396) |
Ending Balance (shares) | 769,156 |
Weighted Average Grant Date Fair Value | |
Begining Balance (usd per share) | $ / shares | $ 71.50 |
Granted (usd per share) | $ / shares | 137.53 |
Vested (usd per share) | $ / shares | 72.21 |
Forfeited (usd per share) | $ / shares | 87.99 |
Ending Balance (usd per share) | $ / shares | $ 101.93 |
RSAs | |
Number of Shares | |
Beginning Balance (shares) | 399,795 |
Granted (shares) | 228,902 |
Vested (shares) | (133,828) |
Forfeited (shares) | (46,780) |
Ending Balance (shares) | 448,089 |
PSAs | |
Number of Shares | |
Beginning Balance (shares) | 3,132 |
Granted (shares) | 0 |
Vested (shares) | (3,132) |
Forfeited (shares) | 0 |
Ending Balance (shares) | 0 |
PSUs | |
Number of Shares | |
Beginning Balance (shares) | 201,383 |
Granted (shares) | 141,828 |
Vested (shares) | (10,528) |
Forfeited (shares) | (11,616) |
Ending Balance (shares) | 321,067 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Awards Granted and Vested (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total granted | $ 51 | $ 42 |
Total vested | 20 | 17 |
RSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total granted | 32 | 26 |
Total vested | 18 | 14 |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total granted | 19 | 16 |
Total vested | 2 | 0 |
PSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total vested | $ 0 | $ 3 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 0 | $ 5,000,000 | $ 5,000,000 | $ 38,000,000 | |
IT Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring costs | 15,000,000 | 15,000,000 | |||
Decrease to estimated expected costs remaining | 20,000,000 | ||||
Accrued liabilities under restructuring plan | 0 | 0 | $ 6,000,000 | ||
Restructuring costs | 2,000,000 | ||||
Cumulative restructuring costs | 11,000,000 | 11,000,000 | |||
2017 Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued liabilities under restructuring plan | $ 18,000,000 | ||||
One-Time Termination Benefits | IT Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 5,000,000 | ||||
Cumulative restructuring costs | 7,000,000 | 7,000,000 | |||
Consulting Fees | IT Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 3,000,000 | ||||
Cumulative restructuring costs | 4,000,000 | 4,000,000 | |||
Other Restructuring Costs | 2017 Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 3,000,000 | ||||
Contract Termination | 2017 Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued liabilities under restructuring plan | $ 14,000,000 | 14,000,000 | |||
Restructuring costs | $ 7,000,000 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segment) | 2 |
Segments - Reconciliation of Gr
Segments - Reconciliation of Gross Margin to Consolidated Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 4,243 | $ 4,697 | $ 12,555 | $ 14,226 |
Add: other operating revenues | 4,243 | 4,697 | 12,555 | 14,226 |
Add: gain on sale of subsidiary | 0 | 37 | 0 | 37 |
Less: other operating expenses | (3,986) | (4,439) | (11,753) | (13,404) |
Operating income | 257 | 295 | 802 | 859 |
Other expenses, net | 24 | 36 | 52 | 116 |
Income before income tax expense | 233 | 259 | 750 | 743 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Gross margin | 561 | 566 | 1,725 | 1,854 |
Other operating | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 159 | 230 | 470 | 661 |
Add: other operating revenues | 159 | 230 | 470 | 661 |
Add: gain on sale of subsidiary | 0 | 37 | 0 | 37 |
Less: other operating expenses | (463) | (538) | (1,393) | (1,693) |
Health Plans | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 4,239 | 4,565 | 12,546 | 13,826 |
Add: other operating revenues | 4,239 | 4,565 | 12,546 | 13,826 |
Health Plans | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Gross margin | 561 | 547 | 1,725 | 1,812 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 4 | 132 | 9 | 400 |
Add: other operating revenues | 4 | 132 | 9 | 400 |
Other | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Gross margin | $ 0 | $ 19 | $ 0 | $ 42 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 10 years |
Operating lease renewal term | 10 years |
Operating leases, weighted average remaining lease term | 4 years |
Finance lease renewal term | 25 years |
Finance leases, weighted average remaining lease term | 16 years |
Operating leases, weighted average discount rate | 5.60% |
Finance leases, weighted average discount rate | 6.50% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Finance lease term | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Finance lease term | 19 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 9 | $ 26 |
Finance lease expense: | ||
Amortization of right-of-use (“ROU”) assets | 4 | 12 |
Interest on lease liabilities | 3 | 11 |
Total finance lease expense | $ 7 | $ 23 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash used in operating activities: | |
Operating leases | $ 28 |
Finance leases | 12 |
Cash used in financing activities: | |
Finance leases | 4 |
ROU assets recognized in exchange for lease obligations: | |
Operating leases | 95 |
Finance leases | $ 245 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Millions | Sep. 30, 2019USD ($) |
ROU assets | |
Other assets | $ 69 |
Lease liabilities | |
Accounts payable and accrued liabilities (current) | 28 |
Other long-term liabilities (non-current) | 49 |
Total operating lease liabilities | 77 |
ROU assets | |
Property, equipment, and capitalized software, net | 233 |
Lease liabilities | |
Accounts payable and accrued liabilities (current) | 8 |
Finance lease liabilities (non-current) | 233 |
Total finance lease liabilities | $ 241 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Millions | Sep. 30, 2019USD ($) |
Operating Leases | |
2019 (for the three months ended December 31, 2019) | $ 9 |
2020 | 28 |
2021 | 18 |
2022 | 12 |
2023 | 10 |
Thereafter | 8 |
Total lease payments | 85 |
Less imputed interest | (8) |
Totals | 77 |
Finance Leases | |
2019 (for the three months ended December 31, 2019) | 6 |
2020 | 23 |
2021 | 23 |
2022 | 22 |
2023 | 21 |
Thereafter | 311 |
Total lease payments | 406 |
Less imputed interest | (165) |
Totals | $ 241 |
Uncategorized Items - moh-09302
Label | Element | Value |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,000,000) |