WellCare Health Plans 10-Q 5 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 03, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	WELLCARE HEALTH PLANS, INC.
Entity Central Index Key	1,279,363
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		44,105,080
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues:
Premium	$ 3,437.3	$ 3,396.3	$ 10,381.9	$ 9,511
Investment and other income	3.7	11.2	11.5	34.1
Total revenues	3,441	3,407.5	10,393.4	9,545.1
Expenses:
Medical benefits	2,947.4	2,996.6	8,976.7	8,460.8
Selling, general and administrative	279.6	261.5	792	735.7
ACA industry fee	53.9	34.7	170.5	103.3
Medicaid premium taxes	26.7	21.3	66.9	57
Depreciation and amortization	18.2	14.4	53.1	44
Interest	15.1	9.5	39	28
Impairment and other charges	0	0	0	24.1
Total expenses	3,340.9	3,338	10,098.2	9,452.9
Income from operations	100.1	69.5	295.2	92.2
Gain on divestiture of business	4.6	0	4.6	0
Bargain purchase gain	0	(7.8)	0	31.6
Income before income taxes	104.7	61.7	299.8	123.8
Income tax expense	68.3	42.4	194.2	67.9
Net income	36.4	19.3	105.6	55.9
Other comprehensive income, before tax:
Change in net unrealized gains and losses on available-for-sale securities	0	(0.2)	(0.8)	1
Income tax expense (benefit) related to other comprehensive income	0.4	(0.2)	0.1	0
Other comprehensive (loss) income, net of tax	(0.4)	0	(0.9)	1
Comprehensive income	$ 36	$ 19.3	$ 104.7	$ 56.9
Earnings per common share:
Basic net income per share (in dollars per share)	$ 0.83	$ 0.44	$ 2.40	$ 1.27
Diluted net income per share (in dollars per share)	$ 0.82	$ 0.44	$ 2.38	$ 1.27
Weighted average common shares outstanding:
Basic (in shares)	44,084,004	43,885,779	44,040,253	43,851,759
Diluted (in shares)	44,424,305	44,186,034	44,362,208	44,144,045

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 1,423.1	$ 1,313.5
Short-term investments	226.8	172.8
Premiums receivable, net	667.3	609
Pharmacy rebates receivable, net	322.5	358.9
Receivables from government partners	0	83
Funds receivable for the benefit of members	1,105.4	781.5
Deferred ACA industry fee	56.8	0
Income taxes receivable	12.3	0
Prepaid expenses and other current assets, net	163.7	170.5
Deferred income tax asset	33.1	37.1
Total current assets	4,011	3,526.3
Property, equipment and capitalized software, net	240.1	187.1
Goodwill	263.2	263.2
Other intangible assets, net	82.6	101
Long-term investments	138.7	257.3
Restricted investments	194.3	150.3
Other assets	10.8	9.8
Total Assets	4,940.7	4,495
Current Liabilities:
Medical benefits payable	1,462.4	1,483.8
Unearned premiums	15.4	86.9
Accounts payable	24.5	18.9
Other accrued expenses and liabilities	367.5	294.7
Current portion of long-term debt	300	0
Current portion of amount payable related to investigation resolution	0	35.2
Income taxes payable	0	1.9
Other payables to government partners	43.1	14.3
Total current liabilities	2,212.9	1,935.7
Deferred income tax liability	80.9	48.4
Long-term debt	912.7	900
Other liabilities	25	15
Total Liabilities	$ 3,231.5	$ 2,899.1
Commitments and contingencies (see Note 11)
Stockholders' Equity:
Preferred stock, $0.01 par value (20,000,000 authorized, no shares issued or outstanding)	$ 0	$ 0
Common stock, $0.01 par value (100,000,000 authorized, 44,104,883 and 43,914,106 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively)	0.4	0.4
Paid-in capital	511.6	503
Retained earnings	1,198.7	1,093.1
Accumulated other comprehensive loss	(1.5)	(0.6)
Total Stockholders' Equity	1,709.2	1,595.9
Total Liabilities and Stockholders' Equity	$ 4,940.7	$ 4,495

CONDENSED CONSOLIDATED BALANCE4

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Stockholders' Equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	20,000,000	20,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	44,104,883	43,914,106
Common stock, outstanding (in shares)	44,104,883	43,914,106

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Millions	Total	Common Stock	Paid in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Balance at Dec. 31, 2014	$ 1,595.9	$ 0.4	$ 503	$ 1,093.1	$ (0.6)
Balance (in shares) at Dec. 31, 2014	43,914,106	43,914,106
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for exercised stock options	$ 0.3	$ 0	0.3	0	0
Common stock issued for exercised stock options (in shares)		8,020
Common stock issued for vested restricted stock units, performance stock units and market stock units	0	$ 0	0	0	0
Common stock issued for vested restricted stock, restricted stock units, performance stock units and market stock units (in shares)		261,886
Repurchase and retirement of shares to satisfy tax withholding requirements	(7)	$ 0	(7)	0	0
Repurchase and retirement of shares to satisfy tax withholding requirements (shares)		(79,129)
Stock-based compensation expense, net of forfeitures	13.5	$ 0	13.5	0	0
Incremental tax benefit from stock-based compensation	1.8	0	1.8	0	0
Comprehensive income	104.7	0	0	105.6	(0.9)
Balance at Sep. 30, 2015	$ 1,709.2	$ 0.4	$ 511.6	$ 1,198.7	$ (1.5)
Balance (in shares) at Sep. 30, 2015	44,104,883	44,104,883

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income	$ 105.6	$ 55.9
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	53.1	44
Stock-based compensation expense	13.5	9.2
Gain on divestiture of business	(4.6)	0
Bargain purchase gain	0	(31.6)
Deferred ACA fee amortization	170.5	103.3
Asset impairment and other charges	0	24.1
Incremental tax benefit from stock-based compensation	(1.8)	(0.3)
Deferred taxes, net	39.3	(1.4)
Provision for doubtful receivables	12	11.2
Changes in operating accounts, net of effects from acquisitions and divestitures:
Premiums receivable, net	(69.3)	(21.8)
Pharmacy rebates receivable, net	36.4	(125.7)
Prepaid expenses and other current assets, net	6.2	(49.1)
Medical benefits payable	(5)	406.8
Unearned premiums	(67.9)	0.2
Accounts payable and other accrued expenses	(121.9)	(114.6)
Other payables to government partners	112.1	(98.1)
Amount payable related to investigation resolution	(35.2)	(35.4)
Income taxes receivable/payable, net	(8.6)	(8.2)
Other, net	3.5	10.9
Net cash provided by operating activities	237.9	179.4
Cash flows from investing activities:
Acquisitions and acquisition-related settlements, net of cash acquired	(17.2)	117
Purchases of investments	(100.8)	(359.2)
Proceeds from sales and maturities of investments	109.2	333.6
Additions to property, equipment and capitalized software, net	(94.6)	(46.4)
Net cash (used in) provided by investing activities	(103.4)	45
Cash flows from financing activities:
Proceeds from issuance of debt, net of financing costs paid	308.9	298.6
Proceeds from exercises of stock options	0.3	0.2
Incremental tax benefit from stock-based compensation	1.8	0.3
Repurchase and retirement of shares to satisfy employee tax withholding requirements	(7)	(2.4)
Payments on capital leases	(0.1)	(1.1)
Funds paid for the benefit of members, net	(328.8)	(452)
Net cash used in financing activities	(24.9)	(156.4)
Increase in cash and cash equivalents	109.6	68
Balance at beginning of period	1,313.5	1,482.5
Balance at end of period	1,423.1	1,550.5
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for taxes	161.5	68.2
Cash paid for interest	24	18.1
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
Non-cash additions to property, equipment, and capitalized software	$ 15.4	$ 2.3

ORGANIZATION, BASIS OF PRESENTA

ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES WellCare Health Plans, Inc. (the "Company," "we," "us," or "our"), provides managed care services for government-sponsored health care coverage with a focus on Medicaid and Medicare programs. As of September 30, 2015 , we served approximately 3.8 million members. During the nine months ended September 30, 2015 , we operated Medicaid health plans in Florida, Georgia, Hawaii, Illinois, Kentucky, Missouri, New Jersey, New York and South Carolina. As of September 30, 2015 , we also operated Medicare Advantage ("MA") coordinated care plans ("CCPs") in Arkansas, California, Connecticut, Florida, Georgia, Hawaii, Illinois, Kentucky, Louisiana, Mississippi, New Jersey, New York, South Carolina, Tennessee and Texas, as well as stand-alone Medicare prescription drug plans ("PDP") in 49 states and the District of Columbia. Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated balance sheets and statements of comprehensive income, changes in stockholders' equity, and cash flows include the accounts of the Company and all of its majority-owned subsidiaries. We eliminated all intercompany accounts and transactions. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Accordingly, certain financial information and footnote disclosures normally included in financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, have been condensed or omitted. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto, for the fiscal year ended December 31, 2014 , included in our Annual Report on Form 10-K ("2014 Form 10-K"), which was filed with the U.S. Securities and Exchange Commission in February 2015. Results for the interim periods presented are not necessarily indicative of results that may be expected for the entire year or any other interim period. In the opinion of management, the interim financial statements reflect all normal recurring adjustments that we consider necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. In accordance with GAAP, we make certain estimates and assumptions that affect the amounts reported in the condensed consolidated interim financial statements and accompanying notes. We base these estimates, including assumptions as to the annualized tax rate, on our knowledge of current events and anticipated future events and evaluate and update our assumptions and estimates on an ongoing basis; however, actual results may differ from our estimates. We evaluated all material events subsequent to the date of these condensed consolidated interim financial statements. Significant Accounting Policies Medical Benefits and Medical Benefits Payable We recognize the cost of medical benefits in the period in which services are provided, including an estimate of the cost of medical benefits incurred but not reported ("IBNR"). Medical benefits expense includes direct medical expenses and certain medically-related administrative costs. We evaluate our estimates of medical benefits payable as we obtain more complete claims information and medical expense trend data over time. We record differences between actual experience and estimates used to establish the liability, which we refer to as favorable and unfavorable prior year reserve developments, as increases or decreases to medical benefits expense in the period we identify the differences. Favorable prior year reserve development for the nine months ended September 30, 2015 was approximately $53.8 million , primarily related to the Medicaid Health Plans segment, compared to net unfavorable development of $46.2 million recognized during the corresponding period in 2014. Such amounts are net of the development relating to refunds due to government customers associated with minimum medical loss ratio provisions. We evaluate our contracts to determine if it is probable that a loss will be incurred. We establish a premium deficiency reserve ("PDR") when it is probable that expected future medical benefits and administrative expenses will exceed future premiums and reinsurance recoveries for the remainder of a contract period. For purposes of determining a PDR, we do not consider investment income and contracts are grouped in a manner consistent with our method of acquiring, servicing and measuring the profitability of such contracts. A PDR is recorded as medical benefits expense and in medical benefits payable. Once established, a PDR is reduced over the contract period as an offset to actual losses. We re-evaluate our PDR estimates each reporting period and, if estimated future losses differ from those in the current PDR estimate, we adjust the liability through medical benefits expense, as necessary. ACA Industry Fee In 2014, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "ACA"), began imposing an annual premium-based health insurance industry assessment (the "ACA industry fee") on health insurers. The total ACA industry fee levied on the health insurance industry was $8 billion in 2014 and $11.3 billion in 2015. The ACA industry fee is not deductible for income tax purposes. We paid our final 2015 assessment of $227.3 million for such fees to the Internal Revenue Services ("IRS") in September 2015, a decrease of $5.5 million compared to our prior estimate at June 30, 2015. On January 1, 2015, we recorded a corresponding deferred expense asset that is being amortized to expense on a straight line basis during the calendar year and was adjusted in September 2015 upon receipt of the final IRS invoice. We incurred approximately $53.9 million and $34.7 million of such amortization as ACA industry fee expense in the three months ended September 30, 2015 and 2014, respectively, and approximately $170.5 million and $103.3 million of such amortization in the nine months ended September 30, 2015 and 2014, respectively. The deferred expense asset amounted to $56.8 million at September 30, 2015 and is reported as "Deferred ACA industry fee" on the condensed consolidated balance sheet. We have obtained amendments, written agreements and other documentation from our Medicaid customers to reimburse us for the effect of the industry fee on our Medicaid plans for 2015, including its non-deductibility for income tax purposes. Accordingly, we recognized $51.1 million and $159.3 million of reimbursement for the ACA industry fee as premium revenue in the three and nine months ended September 30, 2015 , respectively, compared to $37.1 million and $93.9 million recognized in the three and nine months ended September 30, 2014 , respectively. Goodwill and Other Intangible Assets Our acquisitions have resulted in goodwill, which represents the excess of the acquisition cost over the fair value of net assets acquired. Goodwill is assigned to reporting units, which we determined to be the same as our operating segments. Goodwill recorded at September 30, 2015 and December 31, 2014 was $263.2 million , which consisted of $152.8 million and $110.4 million attributable to our Medicaid and MA reporting units, respectively. We test goodwill for impairment at the reporting unit level at least annually, or more frequently if events or circumstances indicate that it would be more likely than not that the fair value of a reporting unit is below its carrying value. Such events or circumstances could include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition and the testing for recoverability of a significant asset group within a reporting unit, among others. To determine whether goodwill is impaired, we compare an estimate of the fair value of the applicable reporting unit to its carrying value, including goodwill. If the carrying value exceeds the estimated fair value, we compare the implied fair value of the applicable goodwill to its carrying value to measure the amount of goodwill impairment, if any. We perform our annual goodwill impairment test based on our financial position and results of operations as of June 30 of each year, which generally coincides with the finalization of federal and state contract negotiations and our initial budgeting and planning process. The annual impairment tests are based on an evaluation of estimated future discounted cash flows. The estimated discounted cash flows are based on the best information available to us at the time, including supportable assumptions and projections we believe are reasonable. Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a market-participant view. The discount rates are consistent with those used for investment decisions and take into account the operating plans and strategies of our operating segments. Certain other key assumptions utilized, including changes in membership, premium, health care costs, operating expenses, fees, assessments and taxes and effective tax rates, are based on estimates consistent with those utilized in our annual budgeting and planning process that we believe are reasonable. However, if we do not achieve the results reflected in the assumptions and estimates, our goodwill impairment evaluations could be adversely affected, and we may impair a portion of our goodwill, which would adversely affect our operating results in the period of impairment. Impairments, if any, would be classified as an operating expense. Based on the results of our annual impairment testing in 2015, we determined that the fair value of each reporting unit exceeded its carrying value and no further goodwill impairment assessment was necessary. We review our other intangible assets for impairment when events or changes in circumstances occur, which may potentially affect the estimated useful life or recoverability of the remaining balances of our intangible assets. During the second quarter of 2014, we recognized approximately $24.1 million in impairment and other charges. This primarily related to the $18.0 million partial impairment of certain intangible assets recorded in conjunction with the 2012 acquisition of Easy Choice Health Plan, Inc. as well as the full impairment of intangible assets associated with the purchase of certain assets from a small health plan in 2012. Lastly, the charges also included the resolution of certain matters related to the purchase price of our 2013 acquisitions. We were no longer able to recognize such charges as adjustments to acquired assets since we were beyond the measurement period established in the accounting rules for business combinations. During 2015, no events or circumstances have occurred which may potentially affect the estimated useful life or recoverability of the remaining balances of our other intangible assets. Accordingly, there were no impairment losses recognized during the nine months ended September 30, 2015. Recently Issued Accounting Standards In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, " Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. " ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust provisional amounts recorded in a business combination to reflect new information about the facts and circumstances that existed as of the acquisition date and that, if known, would have affected measurement or recognition of amounts initially recognized. As an alternative, the amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the financial statements of the period in which adjustments to provisional amounts are determined, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The new standard is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. We will adopt this standard effective January 1, 2016. We do not believe the adoption of this standard will have a material effect on our consolidated financial position, results of operations or cash flows. In May 2015, the FASB issued ASU 2015-09, " Financial Services - Insurance (Topic 944): Disclosures about Short-Duration Contracts ", which addresses enhanced disclosure requirements for short-duration insurance contracts. The disclosures required by this update are aimed at providing users of financial statements with more transparent information about an insurance entity’s initial claim estimates and subsequent adjustments to those estimates, methodologies and judgments in estimating claims, as well as the timing, frequency and severity of claims. For public business entities, this guidance will be effective for annual periods beginning after December 15, 2015, and interim periods within annual reporting periods beginning after December 15, 2016. We do not believe the adoption of this standard will have a material effect on our consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, " Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs" to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. This will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. In August 2015, the FASB issued ASU 2015-15, " Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements. " ASU 2015-15 provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. For public business entities, these standards will be effective for annual periods beginning after December 15, 2015, and interim periods within annual reporting periods beginning after December 15, 2016. We will adopt these standards effective January 1, 2016. We do not believe the adoption of these standards will have a material effect on our consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers (Topic 606). " ASU 2014-09 will supersede existing revenue recognition standards with a single model unless those contracts are within the scope of other standards (e.g., an insurance entity’s insurance contracts). The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies can adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. In August 2015, the FASB issued ASU 2015-14, " Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date", which deferred the effective dates of ASU 2014-09 by one year. As such, the standard becomes effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption at the original effective date, interim and annual periods beginning after December 15, 2016, will be permitted. We are currently evaluating the effect of the new revenue recognition guidance.

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
ACQUISITIONS AND DIVESTITURES	ACQUISITIONS AND DIVESTITURES Windsor Acquisition On January 1, 2014, we acquired all of the outstanding stock of Windsor Health Group, Inc. ("Windsor") from Munich Health North America, Inc., a part of Munich Re Group ("Munich"). We included the results of Windsor's operations from the date of acquisition in our consolidated financial statements. The accounting for the Windsor acquisition was finalized during the fourth quarter of 2014, and based on the final purchase price allocation, we allocated $195.3 million of the purchase price to identifiable tangible net assets and $54.3 million of the purchase price to identifiable intangible assets. We paid $17.2 million associated with the final purchase price settlement during the quarter ended June 30, 2015. The weighted average amortization period for the intangible assets was 11.5 years. Based on the final purchase price allocation, the fair value of the net tangible and intangible assets that we acquired exceeded the total consideration paid or payable to the seller by $29.5 million , which was recognized as a bargain purchase gain for the year ended December 31, 2014. We recognized $31.6 million of the bargain purchase gain in the nine months ended September 30, 2014 , which included a $7.8 million decrease to the gain recognized during the three months ended September 30, 2014. The final bargain purchase gain reflects refined estimates of the fair value of certain assets and tax benefits acquired as part of the transaction. Sterling Life Insurance Company Divestiture In March 2015, we entered into an agreement to divest Sterling Life Insurance Company ("Sterling"), our Medicare Supplement business that we acquired as part of the Windsor transaction in January 2014. The transaction closed on July 1, 2015 and did not have a material effect on our results of operations, financial position or cash flows.

SEGMENT REPORTING

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2015
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING On a regular basis, we evaluate discrete financial information and assess the performance of our three reportable segments, Medicaid Health Plans, Medicare Health Plans and Medicare PDPs, to determine the most appropriate use and allocation of Company resources. Medicaid Health Plans Our Medicaid Health Plans segment includes plans for beneficiaries of Temporary Assistance for Needy Families ("TANF"), Supplemental Security Income ("SSI"), Aged Blind and Disabled ("ABD") and other state-based programs that are not part of the Medicaid program, such as Children's Health Insurance Program ("CHIP") and Managed Long-Term Care ("MLTC") programs. TANF generally provides assistance to low-income families with children. ABD and SSI generally provide assistance to low-income aged, blind or disabled individuals. CHIP provides assistance to qualifying families who are not eligible for Medicaid because their incomes exceed the applicable income thresholds. The MLTC program is designed to help people with chronic illnesses or who have disabilities and need health and long-term care services, such as home care or adult day care, to enable them to stay in their homes and communities as long as possible. Our Medicaid operations in certain states individually account for 10% or more of our consolidated premium revenue. Those states, and the respective Medicaid premium revenue as a percentage of total consolidated premium revenue, are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Kentucky 19% 18% 19% 18% Florida 17% 15% 16% 13% Georgia 12% 13% 12% 13% In September 2015, we received a Notice of Intent to Award a contract from the Georgia Department of Community Health ("Georgia DCH") to continue serving Medicaid members in Georgia. Services under the new contract are expected to commence on July 1, 2016, with an initial one -year term and five additional one -year renewal options at Georgia DCH's discretion. In June 2015, Georgia DCH exercised its option to extend the term of our current Georgia Medicaid contract through June 30, 2016. In June 2015, our Kentucky Medicaid plan was selected by the Kentucky Cabinet for Health and Family Services to continue serving the Commonwealth's Medicaid Managed Care program in all eight of the program's regions. The new contract commenced on July 1, 2015 and is for one year. The new contract can be renewed for up to four additional one -year terms upon the mutual agreement of the parties, potentially extending it through June 30, 2020. In February 2014, we executed a contract with the Florida Agency for Health Care Administration ("AHCA") pursuant to which our Staywell Health Plan participates in eight out of the state's 11 regions under the Managed Medical Assistance Program ("MMA"), which was fully implemented as of August 2014. The contract expires on December 31, 2018. Our 2012-2015 Florida Medicaid contracts were terminated early in connection with the implementation of the new program. Medicare Health Plans Medicare is a federal program that provides eligible persons age 65 and over and some disabled persons with a variety of hospital, medical and prescription drug benefits. MA is Medicare's managed care alternative to the original Medicare program, which provides individuals standard Medicare benefits directly through the Centers for Medicare & Medicaid Services ("CMS"). Our MA CCPs generally require members to seek health care services and select a primary care physician from a network of health care providers. In addition, we offer coverage of prescription drug benefits under the Medicare Part D program as a component of most of our MA plans. Prior to July 1, 2015, our Medicare Health Plans reportable segment included the combined operations of both the MA and Medicare Supplement operating segments. On July 1, 2015, we completed the sale of our Medicare Supplement business through the Sterling divestiture and as a result, the Medicare Health Plans reportable segment only reflects MA operations for the three months ended September 30, 2015. Medicare PDPs We offer stand-alone Medicare Part D coverage to Medicare-eligible beneficiaries in our Medicare PDPs segment. The Medicare Part D prescription drug benefit is supported by risk sharing with the federal government through risk corridors designed to limit the losses and gains of the participating drug plans and by reinsurance for catastrophic drug costs. The government subsidy is based on the national weighted average monthly bid for this coverage, adjusted for risk factor payments. Additional subsidies are provided for dually-eligible beneficiaries and specified low-income beneficiaries. The Part D program offers national in-network prescription drug coverage that is subject to limitations in certain circumstances. Summary of Financial Information We allocate goodwill and other intangible assets, as well as the ACA industry fee, to our reportable segments. We do not allocate to our reportable segments any other assets and liabilities, investment and other income, selling, general and administrative expenses, depreciation and amortization, or interest expense to our reportable segments. The Company's decision makers primarily use premium revenue, medical benefits expense and gross margin to evaluate the performance of our reportable segments. A summary of financial information for our reportable segments through the gross margin level and a reconciliation to income from operations is presented in the table below. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Premium revenue: (in millions) Medicaid Health Plans $ 2,273.9 $ 2,127.9 $ 6,728.0 $ 5,631.2 Medicare Health Plans 961.1 1,012.2 2,937.1 2,953.5 Medicare PDPs 202.3 256.2 716.8 926.3 Total premium revenue 3,437.3 3,396.3 10,381.9 9,511.0 Medical benefits expense: Medicaid Health Plans 1,991.3 1,849.0 5,842.2 4,933.5 Medicare Health Plans 834.8 918.0 2,548.8 2,633.5 Medicare PDPs 121.3 229.6 585.7 893.8 Total medical benefits expense 2,947.4 2,996.6 8,976.7 8,460.8 ACA industry fee expense: Medicaid Health Plans 33.0 20.4 102.2 60.6 Medicare Health Plans 14.9 11.4 50.7 34.0 Medicare PDPs 6.0 2.9 17.6 8.7 Total ACA industry fee expense 53.9 34.7 170.5 103.3 Gross margin Medicaid Health Plans 249.6 258.5 783.6 637.1 Medicare Health Plans 111.4 82.8 337.6 286.0 Medicare PDPs 75.0 23.7 113.5 23.8 Total gross margin 436.0 365.0 1,234.7 946.9 Investment and other income 3.7 11.2 11.5 34.1 Other expenses (339.6 ) (306.7 ) (951.0 ) (888.8 ) Income from operations $ 100.1 $ 69.5 $ 295.2 $ 92.2

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
EARNINGS PER COMMON SHARE	EARNINGS PER COMMON SHARE We compute basic earnings per common share on the basis of the weighted-average number of unrestricted common shares outstanding. We compute diluted earnings per common share on the basis of the weighted-average number of unrestricted common shares outstanding plus the dilutive effect of our stock-based compensation awards using the treasury stock method. The calculation of the weighted-average common shares outstanding — diluted is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Weighted-average common shares outstanding — basic 44,084,004 43,885,779 44,040,253 43,851,759 Dilutive effect of outstanding stock-based compensation awards 340,301 300,255 321,955 292,286 Weighted-average common shares outstanding — diluted 44,424,305 44,186,034 44,362,208 44,144,045 Anti-dilutive stock-based compensation awards excluded from computation 59,263 12,951 67,432 38,703

INVESTMENTS

INVESTMENTS	9 Months Ended
	Sep. 30, 2015
Investments, Debt and Equity Securities [Abstract]
INVESTMENTS	INVESTMENTS The Company considers all of its investments as available-for-sale securities. Excluding Restricted Investments, the amortized cost, gross unrealized gains or losses and estimated fair value of short-term and long-term investments by security type are summarized in the following tables. Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value September 30, 2015 Auction rate securities $ 34.0 $ — $ (2.3 ) $ 31.7 Corporate debt and other securities 140.0 0.2 (0.2 ) 140.0 Money market funds 45.9 — — 45.9 Municipal securities 50.9 0.4 (0.2 ) 51.1 U.S. government securities 12.1 0.1 — 12.2 Variable rate bond fund 85.1 — (0.5 ) 84.6 $ 368.0 $ 0.7 $ (3.2 ) $ 365.5 December 31, 2014 Auction rate securities $ 34.1 $ — $ (1.8 ) $ 32.3 Certificates of deposit 0.3 — — 0.3 Corporate debt and other securities 162.2 0.1 (0.4 ) 161.9 Money market funds 41.4 — — 41.4 Municipal securities 86.9 0.5 (0.1 ) 87.3 U.S. government securities 21.7 0.1 (0.1 ) 21.7 Variable rate bond fund 85.1 0.2 (0.1 ) 85.2 $ 431.7 $ 0.9 $ (2.5 ) $ 430.1 Realized gains and losses on sales and redemptions of investments were not material for the three and nine months ended September 30, 2015 and 2014 . Contractual maturities of available-for-sale securities at September 30, 2015 are as follows: Total Within 1 Year 1 Through 5 Years 5 Through 10 Years Thereafter Auction rate securities $ 31.7 $ — $ — $ — $ 31.7 Corporate debt and other securities 140.0 71.4 68.6 — — Money market funds 45.9 45.9 — — — Municipal securities 51.1 16.7 26.5 7.9 — U.S. government securities 12.2 8.2 4.0 — — Variable rate bond fund 84.6 84.6 — — — $ 365.5 $ 226.8 $ 99.1 $ 7.9 $ 31.7 Actual maturities may differ from contractual maturities due to the exercise of pre-payment options. Excluding investments in U.S. government securities, we are not exposed to any significant concentration of credit risk in our fixed maturities portfolio. Our long-term investments include $31.7 million estimated fair value of municipal note securities with an auction reset feature ("auction rate securities"), which were issued by various state and local municipal entities for the purpose of financing student loans, public projects and other activities. Liquidity for these auction rate securities is typically provided by an auction process, which allows holders to sell their notes and resets the applicable interest rate at pre-determined intervals, usually every seven or 35 days. We consider our auction rate securities to be in an inactive market as auctions have continued to fail in 2015. Our auction rate securities have been in an unrealized loss position for more than twelve months. Two auction rate securities with an aggregate par value of $22.4 million have investment grade security credit ratings and one auction rate security with a par value of $11.6 million has a credit rating below investment grade. Our auction rate securities are covered by government guarantees or municipal bond insurance and we have the ability and intent to hold these securities until maturity or market stability is restored. Accordingly, we do not believe our auction rate securities are impaired and we have not recorded an other-than-temporary impairment as of September 30, 2015 . There were no material redemptions or sales of our auction rate securities during the three and nine months ended September 30, 2015 and 2014 , and accordingly, gains and losses associated with our auction rate securities were not material during any of those periods.

RESTRICTED INVESTMENTS

RESTRICTED INVESTMENTS	9 Months Ended
	Sep. 30, 2015
Restricted Investments Note [Abstract]
RESTRICTED INVESTMENTS	RESTRICTED INVESTMENTS As a condition for licensure, we are required to maintain certain funds on deposit or pledged to various state agencies. Certain of our state contracts require the issuance of surety bonds. We classify restricted investments as long-term regardless of the contractual maturity date of the securities held, due to the nature of the states' requirements. The amortized cost, gross unrealized gains, gross unrealized losses and fair value of our restricted investment securities are as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value September 30, 2015 Cash $ 60.6 $ — $ — $ 60.6 Certificates of deposit 1.1 — — 1.1 Money market funds 66.6 — — 66.6 U.S. government securities 65.9 0.1 — 66.0 $ 194.2 $ 0.1 $ — $ 194.3 December 31, 2014 Cash $ 53.3 $ — $ — $ 53.3 Certificates of deposit 1.0 — — 1.0 Money market funds 65.9 — — 65.9 U.S. government securities 30.1 0.1 (0.1 ) 30.1 $ 150.3 $ 0.1 $ (0.1 ) $ 150.3 Our restricted investments increased by $44.0 million from December 31, 2014 as a result of increased membership in our New Jersey Medicaid business resulting from our July 2014 acquisition in this state. Realized gains and losses on restricted investments were not material for the three and nine months ended September 30, 2015 and 2014 .

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION Compensation expense related to our stock-based compensation awards was $ 4.8 million and $ 3.0 million for the three months ended September 30, 2015 and 2014, respectively, and $13.5 million and $9.2 million for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015 , there was $29.4 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements that is expected to be recognized over a weighted-average period of 1.8 years. The unrecognized compensation cost for our performance stock units ("PSUs"), which are subject to variable accounting, was determined based on the closing common stock price of $86.18 as of September 30, 2015 and amounted to approximately $12.0 million of the total unrecognized compensation cost. Due to the nature of the accounting for these awards, future compensation cost will fluctuate based on changes in our common stock price. A summary of stock option activity for the nine months ended September 30, 2015 is presented in the table below. Shares Weighted Average Exercise Price Outstanding as of January 1, 2015 8,020 $ 38.92 Granted — — Exercised (8,020 ) 38.92 Forfeited and expired — — Outstanding as of September 30, 2015 — $ — A summary of restricted stock unit ("RSU"), PSU and market stock unit ("MSU") award activity for the nine months ended September 30, 2015 at target is presented in the table below. RSUs PSUs MSUs Total Outstanding as of January 1, 2015 406,903 395,075 113,663 915,641 Granted 113,781 136,231 67,288 317,300 Vested (194,695 ) (34,814 ) (32,494 ) (262,003 ) Forfeited and expired (24,409 ) (92,504 ) (12,608 ) (129,521 ) Outstanding as of September 30, 2015 301,580 403,988 135,849 841,417 The weighted-average grant-date fair value of all equity awards granted during the nine months ended September 30, 2015 was $97.98 .

DEBT

DEBT	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
DEBT	DEBT Senior Notes On June 1, 2015, we completed the offering and sale of $300.0 million aggregate principal amount of our 5.75% unsecured senior notes due 2020 (the "Senior Notes") pursuant to a reopening of our existing series of such notes. We are using the proceeds for general corporate purposes, including organic growth and working capital. The offering was completed at an issue price of 104.50% , plus accrued interest, and resulted in a debt premium of $13.5 million , which is being amortized over the remaining term of the Senior Notes. We received net proceeds of $308.9 million from the June 2015 issuance, after approximately $4.6 million incurred in debt issuance costs. Interest is payable on May 15 and November 15 each year, with the next interest payment due on November 15, 2015. As of September 30, 2015 , our outstanding Senior Notes totaled $912.7 million , which were classified as long-term debt in our condensed consolidated balance sheet based on their November 2020 maturity date. The Senior Notes were issued under an indenture, dated as of November 14, 2013 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of November 14, 2013 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture") each between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The Indenture under which the Senior Notes were issued contains covenants that, among other things, limit our ability and the ability of our subsidiaries to: • incur additional indebtedness and issue preferred stock; • pay dividends or make other distributions; • make other restricted payments and investments; • sell assets, including capital stock of restricted subsidiaries; • create certain liens; • incur restrictions on the ability of subsidiaries to pay dividends, make other payments, and guarantee indebtedness; • engage in transactions with affiliates; • create unrestricted subsidiaries; and • merge or consolidate with other entities. Credit Agreement As of September 30, 2015 , our current portion of long-term debt included a $300.0 million term loan (the "Term Loan") outstanding under our existing credit agreement (the "Credit Agreement"). The Credit Agreement also provides for a senior unsecured revolving loan facility (the "Revolving Credit Facility") of up to $300.0 million , which has not been drawn upon and may be used for general corporate purposes of the Company and its subsidiaries. The Term Loan matures in September 2016 and the commitments under the Revolving Credit Facility expire on November 14, 2018. Any amounts outstanding under the Revolving Credit Facility will be payable in full at that time. Borrowings under the Credit Agreement bear interest at a rate of LIBOR plus a spread between 1.50% and 2.625% , or a rate equal to the prime rate plus a spread between 0.50% to 1.625% , depending upon our cash flow leverage ratio (which is defined as the ratio of our total debt to total consolidated EBITDA). Unutilized commitments under the Credit Agreement are subject to a fee of 0.25% to 0.45% depending upon our cash flow leverage ratio. The interest rate on the Term Loan was 2.31% as of September 30, 2015 . The Credit Agreement contains negative and financial covenants that limit certain activities of the Company and its subsidiaries, including (i) restrictions on our ability to incur additional indebtedness; and (ii) financial covenants that require (a) the cash flow leverage ratio not to exceed a maximum; (b) a minimum interest expense and principal payment coverage ratio; and (c) 105% of our required level of statutory net worth for our health maintenance organization and insurance subsidiaries. The Credit Agreement also contains customary representations and warranties that must be accurate in order for us to borrow under the Revolving Credit Facility. In addition, the Credit Agreement contains customary events of default. If an event of default occurs and is continuing, we may be required immediately to repay all amounts outstanding under the Credit Agreement. Lenders holding at least 50% of the loans and commitments under the Credit Agreement may elect to accelerate the maturity of the loans and/or terminate the commitments under the Credit Agreement upon the occurrence and during the continuation of an event of default. As of September 30, 2015 and as of the date of this filing, we remain in compliance with all covenants under both the Senior Notes and the Credit Agreement.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS Our condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, investments, receivables, accounts payable, medical benefits payable, long-term debt and other liabilities. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets and current liabilities to approximate their fair value due to the short period of time between the origination of these instruments and the expected realization or payment. Certain assets and liabilities are measured at fair value on a recurring basis and are disclosed below. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see the consolidated financial statements and notes thereto included in our 2014 Form 10-K. Recurring Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 are as follows: Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments: Asset backed securities $ 21.0 $ — $ 21.0 $ — Auction rate securities 31.7 — — 31.7 Corporate debt securities 119.0 — 119.0 — Money market funds 45.9 45.9 — — Municipal securities 51.1 — 51.1 — U.S. government and agency obligations 12.2 11.2 1.0 — Variable rate bond fund 84.6 84.6 — — Total investments $ 365.5 $ 141.7 $ 192.1 $ 31.7 Restricted investments: Cash 60.6 60.6 — — Certificates of deposit 1.1 — 1.1 — Money market funds 66.6 66.6 — — U.S. government and agency obligations 66.0 66.0 — — Total restricted investments $ 194.3 $ 193.2 $ 1.1 $ — Amounts accrued related to investigation resolution $ — $ — $ — $ — Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 are as follows: Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments: Asset backed securities $ 23.3 $ — $ 23.3 $ — Auction rate securities 32.3 — — 32.3 Certificates of deposit 0.3 — 0.3 — Corporate debt securities 138.6 — 138.6 — Money market funds 41.4 41.4 — — Municipal securities 87.3 — 87.3 — U.S. government securities 21.7 16.8 4.9 — Variable rate bond fund 85.2 85.2 — — Total investments $ 430.1 $ 143.4 $ 254.4 $ 32.3 Restricted investments: Cash $ 53.3 $ 53.3 $ — $ — Certificates of deposit 1.0 — 1.0 — Money market funds 65.9 65.9 — — U.S. government securities 30.1 30.1 — — Total restricted investments $ 150.3 $ 149.3 $ 1.0 $ — Amounts accrued related to investigation resolution $ 35.2 $ — $ 35.2 $ — The following table presents the carrying value and fair value of our Senior Notes as of September 30, 2015 , and our Senior Notes and Term Loan as of December 31, 2014 : September 30, 2015 December 31, 2014 Long term debt $ 912.7 $ 900.0 Approximate fair value of our long-term debt 942.8 908.7 The fair value of our Senior Notes was determined based on quoted market prices and therefore would be classified within Level 1 of the fair value hierarchy. The fair value of our Term Loan as of December 31, 2014 was determined based on a discounted cash flow analysis, utilizing current rates estimated to be available to us for debt of similar terms and remaining maturities, and therefore would be classified within Level 2 of the fair value hierarchy. The current carrying value of our Term Loan approximates the fair value; therefore, the carrying value and fair value were excluded from the table above for September 30, 2015. The following table presents the changes in the fair value of our Level 3 auction rate securities for the nine months ended September 30, 2015 . Balance as of January 1, 2015 $ 32.3 Realized gains (losses) in earnings — Unrealized gains (losses) in other comprehensive income (0.5 ) Purchases, sales and redemptions (0.1 ) Net transfers in or (out) of Level 3 — Balance as of September 30, 2015 $ 31.7

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Our effective income tax rate was 65.2% and 68.7% for the three months ended September 30, 2015 and 2014, respectively. The rate decline was primarily driven by a higher level of income before income taxes in 2015 and the bargain purchase gain reduction in 2014, partially offset by the effect of an increase in the non-deductible ACA industry fee in 2015. Our effective income tax rate was 64.8% and 54.8% for the nine months ended September 30, 2015 and 2014, respectively. The higher 2015 rate primarily reflects the effect of higher non-deductible ACA industry fees in 2015 and a favorable effect from the Windsor bargain purchase gain in 2014, partially offset by the benefit of higher income before income taxes in 2015. In September 2014, the IRS issued final regulations on the ACA's $0.5 million limit on the deduction for compensation for health insurance providers under Internal Revenue Code section 162(m)(6). As a result, we no longer believe the deduction limitations apply to WellCare, and we took deductions totaling $9.7 million , gross before the effect of taxes, for such compensation during the nine months ended September 30, 2015 . However, we are not able to conclude at this time that our tax position is more-likely-than-not to be sustained upon IRS review. Therefore, we have recognized a cumulative liability for unrecognized tax benefits amounting to $14.0 million at September 30, 2015 , which includes $10.4 million of previously recorded tax expense from prior periods which we reversed in 2014. The unrecognized tax benefit, if recognized, would reduce the effective income tax rate.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Government Investigations Under the terms of settlement agreements entered into on April 26, 2011, and finalized on March 23, 2012, to resolve matters under investigation by the Civil Division of the U.S. Department of Justice ("Civil Division") and certain other federal and state enforcement agencies (the "Settlement"), we agreed to pay the Civil Division a total of $137.5 million in four annual installments of $34.4 million over 36 months, plus interest accrued at 3.125% . The final payment of $35.4 million , which included accrued interest, was remitted to the Civil Division in March 2015. As of March 31, 2015, no amounts remained outstanding related to this obligation. Securities Class Action Complaint In December 2010, we entered into a Stipulation and Agreement of Settlement (the "Stipulation Agreement") with the lead plaintiffs in the consolidated securities class action Eastwood Enterprises, L.L.C. v. Farha, et al. , Case No. 8:07-cv-1940-VMC-EAJ. The Stipulation Agreement requires us to pay to the class 25% of any sums we recover from Todd Farha, Paul Behrens and/or Thaddeus Bereday related to the same facts and circumstances that gave rise to the consolidated securities class action. Messrs. Farha, Behrens and Bereday are three former executives that were implicated in the government investigations of the Company that commenced in 2007. Corporate Integrity Agreement We operate under a Corporate Integrity Agreement (the "Corporate Integrity Agreement") with the Office of Inspector General of the United States Department of Health and Human Services ("OIG-HHS"). The Corporate Integrity Agreement has a term of five years from its effective date of April 26, 2011 and mandates various ethics and compliance programs designed to help ensure our ongoing compliance with federal health care program requirements. The terms of the Corporate Integrity Agreement include certain organizational structure requirements, internal monitoring requirements, compliance training, screening processes for associates, requirements related to reporting to OIG-HHS, and the engagement of an independent review organization to review and prepare written reports regarding, among other things, WellCare's reporting practices and bid submissions to federal health care programs. If we do not comply with the terms of the Corporate Integrity Agreement, we may be subject to penalties or exclusion from participation in federal health care programs. Indemnification Obligations Under Delaware law, our charter and bylaws and certain indemnification agreements to which we are a party, we are obligated to indemnify, or we have otherwise agreed to indemnify, certain of our current and former directors, officers and associates with respect to current and future investigations and litigation, including the matters discussed in this note. The indemnification agreements for our directors and executive officers with respect to events occurring prior to May 2009 require us to indemnify an indemnitee to the fullest extent permitted by law if the indemnitee was or is or becomes a party to or a witness or other participant in any proceeding by reason of any event or occurrence related to the indemnitee's status as a director, officer, associate, agent or fiduciary of the Company or any of our subsidiaries. The indemnification agreements require us to indemnify an indemnitee against all expenses, including attorney's fees, judgments, fines, settlement amounts and interest and other charges, and any taxes as a result of the receipt of payments under the indemnification agreement. We will not indemnify the indemnitee if not permitted under applicable law. We are required to advance all expenses incurred by the indemnitee. We are entitled to reimbursement by an indemnitee of expenses advanced if the indemnitee is not permitted to be reimbursed under applicable law after a final judicial determination is made and all rights of appeal have been exhausted or lapsed. We amended and restated our indemnification agreements in May 2009. The revised agreements apply to our officers and directors with respect to events occurring after that time. Pursuant to the 2009 indemnification agreements, we will indemnify the indemnitee against all expenses, including attorney's fees, judgments, penalties, fines, settlement amounts and any taxes imposed as a result of payments made under the indemnification agreement incurred in connection with any proceedings that relate to the indemnitee's status as a director, officer or associate of the Company or any of our subsidiaries or any other enterprise that the indemnitee was serving at our request. We will also indemnify for expenses incurred by an indemnitee if the indemnitee, by reason of his or her corporate status, is a witness in any proceeding. Further, we are required to indemnify for expenses incurred by an indemnitee in defense of a proceeding to the extent the indemnitee has been successful on the merits or otherwise. Finally, if the indemnitee is involved in certain proceedings as a result of the indemnitee's corporate status, we are required to advance the indemnitee's reasonable expenses incurred in connection with such proceeding, subject to the requirement that the indemnitee repay the expenses if it is ultimately determined that the indemnitee is not entitled to be indemnified. We are not obligated to indemnify an indemnitee for losses incurred in connection with any proceeding if a determination has not been made by the Board of Directors, a committee of disinterested directors or independent legal counsel in the specific case that the indemnitee has satisfied any standards of conduct required as a condition to indemnification under Section 145 of the Delaware General Corporation Law. Pursuant to our obligations, we have advanced, and will continue to advance, legal fees and related expenses to three former officers and two additional associates who were criminally indicted in connection with the government investigations of the Company that commenced in 2007 related to federal criminal health care fraud charges including conspiracy to defraud the United States, false statements relating to health care matters, and health care fraud in connection with their defense of criminal charges. In June 2013, the jury in the criminal trial reached guilty verdicts on multiple charges for the four individuals that were tried in 2013. In May 2014, the individuals were sentenced and our request for restitution was denied. All four individuals filed notices of appeal and the government filed notices of cross appeal on three of the four individuals, which the government has subsequently voluntarily dismissed. The fifth individual is expected to be tried after the appeals have been decided. We have also previously advanced legal fees and related expenses to these five individuals regarding: disputes in Delaware Chancery Court related to whether we were legally obligated to advance fees or indemnify certain of these individuals; the class actions titled Eastwood Enterprises, L.L.C. v. Farha, et al . and Hutton v. WellCare Health Plans, Inc. et al . filed in federal court; six stockholder derivative actions filed in federal and state courts between October 2007 and January 2008; an investigation by the United States Securities & Exchange Commission (the "Commission"); and an action by the Commission filed in January 2012 against three of the five individuals, Messrs. Farha, Behrens and Bereday. The Delaware Chancery Court cases have concluded. We settled the class actions in May 2011. In 2010, we settled the stockholder derivative actions and we were realigned as the plaintiff to pursue our claims against Messrs. Farha, Behrens and Bereday. These actions, as well as the action by the Commission, are currently stayed. In connection with these matters, we have advanced to the five individuals, cumulative legal fees and related expenses of approximately $205.8 million from the inception of the investigations through September 30, 2015 . We incurred $7.0 million and $19.9 million of these fees and related expenses during the three and nine months ended September 30, 2015 , respectively, and $8.6 million and $23.5 million for the same periods in 2014. We expense these costs as incurred and classify the costs as selling, general and administrative expense incurred in connection with the investigations and related matters. We expect the continuing cost of our obligations to the five individuals in connection with their defense and appeal of criminal charges and related litigation to be significant and to continue for a number of years. We have exhausted our insurance policies related to reimbursement of our advancement of fees related to these matters. We are unable to estimate the total amount of these costs or a range of possible loss. Accordingly, we continue to expense these costs as incurred. Even if it is eventually determined that we are entitled to reimbursement of the advanced expenses, it is possible that we may not be able to recover all or any portion of our damages or advances. Our indemnification obligations and requirements to advance legal fees and expenses may continue to have a material adverse effect on our financial condition, results of operations and cash flows. Other Lawsuits and Claims Based on the nature of our business, we are subject to regulatory reviews or other investigations by various state insurance and health care regulatory authorities and other state and federal regulatory authorities. These authorities regularly scrutinize the business practices of health insurance and benefits companies and their reviews focus on numerous facets of our business, including claims payment practices, provider contracting, competitive practices, commission payments, privacy issues and utilization management practices, among others. Some of these reviews have historically resulted in fines imposed on us and some have required changes to our business practices. We continue to be subject to such reviews, which may result in additional fines and/or sanctions being imposed, premium refunds or additional changes in our business practices. Separate and apart from the legal matters described above, we are also involved in other legal actions in the normal course of our business, including, without limitation, wage and hour claims and other employment claims, vendor disputes and provider disputes regarding payment of claims. Some of these actions seek monetary damages including claims for liquidated or punitive damages, which are not covered by insurance. We review relevant information with respect to litigation matters and we update our estimates of reasonably possible losses and related disclosures. We accrue an estimate for contingent liabilities, including attorney's fees related to these matters, if a loss is probable and estimable. Currently, we do not expect that the resolution of any currently pending actions, either individually or in the aggregate, will differ materially from our current estimates or have a material adverse effect on our results of operations, financial condition and cash flows. However, the outcome of any legal actions cannot be predicted, and therefore, actual results may differ from those estimates.

SUBSEQUENT EVENT

SUBSEQUENT EVENT	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENT	SUBSEQUENT EVENT Iowa Contract As previously announced, on October 9, 2015, WellCare signed a contract with the Iowa Department of Human Services (“DHS”) to serve Iowa’s Medicaid Managed Care program, IA Health Link, statewide. We expect to be assigned members during the fourth quarter of 2015, and services under the contract are expected to begin on January 1, 2016. The term of the contract is for three years and may be extended for two additional one -year terms at DHS’ discretion. Considering the initial premium rate structure, estimated medical benefits and other costs to be incurred during the initial three-year contractual term of the Iowa Medicaid Managed Care program, we will be completing a PDR evaluation in the fourth quarter of 2015.

ORGANIZATION, BASIS OF PRESEN19

ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Accounting	The accompanying unaudited condensed consolidated balance sheets and statements of comprehensive income, changes in stockholders' equity, and cash flows include the accounts of the Company and all of its majority-owned subsidiaries. We eliminated all intercompany accounts and transactions. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Accordingly, certain financial information and footnote disclosures normally included in financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, have been condensed or omitted. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto, for the fiscal year ended December 31, 2014 , included in our Annual Report on Form 10-K ("2014 Form 10-K"), which was filed with the U.S. Securities and Exchange Commission in February 2015. Results for the interim periods presented are not necessarily indicative of results that may be expected for the entire year or any other interim period.
Use of Estimates	In the opinion of management, the interim financial statements reflect all normal recurring adjustments that we consider necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. In accordance with GAAP, we make certain estimates and assumptions that affect the amounts reported in the condensed consolidated interim financial statements and accompanying notes. We base these estimates, including assumptions as to the annualized tax rate, on our knowledge of current events and anticipated future events and evaluate and update our assumptions and estimates on an ongoing basis; however, actual results may differ from our estimates. We evaluated all material events subsequent to the date of these condensed consolidated interim financial statements.
Medical Benefits and Medical Benefits Payable	Medical Benefits and Medical Benefits Payable We recognize the cost of medical benefits in the period in which services are provided, including an estimate of the cost of medical benefits incurred but not reported ("IBNR"). Medical benefits expense includes direct medical expenses and certain medically-related administrative costs. We evaluate our estimates of medical benefits payable as we obtain more complete claims information and medical expense trend data over time. We record differences between actual experience and estimates used to establish the liability, which we refer to as favorable and unfavorable prior year reserve developments, as increases or decreases to medical benefits expense in the period we identify the differences.
ACA Industry Fee	ACA Industry Fee In 2014, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "ACA"), began imposing an annual premium-based health insurance industry assessment (the "ACA industry fee") on health insurers. The total ACA industry fee levied on the health insurance industry was $8 billion in 2014 and $11.3 billion in 2015. The ACA industry fee is not deductible for income tax purposes. We paid our final 2015 assessment of $227.3 million for such fees to the Internal Revenue Services ("IRS") in September 2015, a decrease of $5.5 million compared to our prior estimate at June 30, 2015. On January 1, 2015, we recorded a corresponding deferred expense asset that is being amortized to expense on a straight line basis during the calendar year and was adjusted in September 2015 upon receipt of the final IRS invoice. We incurred approximately $53.9 million and $34.7 million of such amortization as ACA industry fee expense in the three months ended September 30, 2015 and 2014, respectively, and approximately $170.5 million and $103.3 million of such amortization in the nine months ended September 30, 2015 and 2014, respectively. The deferred expense asset amounted to $56.8 million at September 30, 2015 and is reported as "Deferred ACA industry fee" on the condensed consolidated balance sheet. We have obtained amendments, written agreements and other documentation from our Medicaid customers to reimburse us for the effect of the industry fee on our Medicaid plans for 2015, including its non-deductibility for income tax purposes. Accordingly, we recognized $51.1 million and $159.3 million of reimbursement for the ACA industry fee as premium revenue in the three and nine months ended September 30, 2015 , respectively, compared to $37.1 million and $93.9 million recognized in the three and nine months ended September 30, 2014 , respectively.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Our acquisitions have resulted in goodwill, which represents the excess of the acquisition cost over the fair value of net assets acquired. Goodwill is assigned to reporting units, which we determined to be the same as our operating segments. Goodwill recorded at September 30, 2015 and December 31, 2014 was $263.2 million , which consisted of $152.8 million and $110.4 million attributable to our Medicaid and MA reporting units, respectively. We test goodwill for impairment at the reporting unit level at least annually, or more frequently if events or circumstances indicate that it would be more likely than not that the fair value of a reporting unit is below its carrying value. Such events or circumstances could include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition and the testing for recoverability of a significant asset group within a reporting unit, among others. To determine whether goodwill is impaired, we compare an estimate of the fair value of the applicable reporting unit to its carrying value, including goodwill. If the carrying value exceeds the estimated fair value, we compare the implied fair value of the applicable goodwill to its carrying value to measure the amount of goodwill impairment, if any. We perform our annual goodwill impairment test based on our financial position and results of operations as of June 30 of each year, which generally coincides with the finalization of federal and state contract negotiations and our initial budgeting and planning process. The annual impairment tests are based on an evaluation of estimated future discounted cash flows. The estimated discounted cash flows are based on the best information available to us at the time, including supportable assumptions and projections we believe are reasonable. Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a market-participant view. The discount rates are consistent with those used for investment decisions and take into account the operating plans and strategies of our operating segments. Certain other key assumptions utilized, including changes in membership, premium, health care costs, operating expenses, fees, assessments and taxes and effective tax rates, are based on estimates consistent with those utilized in our annual budgeting and planning process that we believe are reasonable. However, if we do not achieve the results reflected in the assumptions and estimates, our goodwill impairment evaluations could be adversely affected, and we may impair a portion of our goodwill, which would adversely affect our operating results in the period of impairment. Impairments, if any, would be classified as an operating expense. Based on the results of our annual impairment testing in 2015, we determined that the fair value of each reporting unit exceeded its carrying value and no further goodwill impairment assessment was necessary. We review our other intangible assets for impairment when events or changes in circumstances occur, which may potentially affect the estimated useful life or recoverability of the remaining balances of our intangible assets. During the second quarter of 2014, we recognized approximately $24.1 million in impairment and other charges. This primarily related to the $18.0 million partial impairment of certain intangible assets recorded in conjunction with the 2012 acquisition of Easy Choice Health Plan, Inc. as well as the full impairment of intangible assets associated with the purchase of certain assets from a small health plan in 2012. Lastly, the charges also included the resolution of certain matters related to the purchase price of our 2013 acquisitions. We were no longer able to recognize such charges as adjustments to acquired assets since we were beyond the measurement period established in the accounting rules for business combinations. During 2015, no events or circumstances have occurred which may potentially affect the estimated useful life or recoverability of the remaining balances of our other intangible assets. Accordingly, there were no impairment losses recognized during the nine months ended September 30, 2015.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, " Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. " ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust provisional amounts recorded in a business combination to reflect new information about the facts and circumstances that existed as of the acquisition date and that, if known, would have affected measurement or recognition of amounts initially recognized. As an alternative, the amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the financial statements of the period in which adjustments to provisional amounts are determined, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The new standard is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. We will adopt this standard effective January 1, 2016. We do not believe the adoption of this standard will have a material effect on our consolidated financial position, results of operations or cash flows. In May 2015, the FASB issued ASU 2015-09, " Financial Services - Insurance (Topic 944): Disclosures about Short-Duration Contracts ", which addresses enhanced disclosure requirements for short-duration insurance contracts. The disclosures required by this update are aimed at providing users of financial statements with more transparent information about an insurance entity’s initial claim estimates and subsequent adjustments to those estimates, methodologies and judgments in estimating claims, as well as the timing, frequency and severity of claims. For public business entities, this guidance will be effective for annual periods beginning after December 15, 2015, and interim periods within annual reporting periods beginning after December 15, 2016. We do not believe the adoption of this standard will have a material effect on our consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, " Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs" to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. This will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. In August 2015, the FASB issued ASU 2015-15, " Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements. " ASU 2015-15 provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. For public business entities, these standards will be effective for annual periods beginning after December 15, 2015, and interim periods within annual reporting periods beginning after December 15, 2016. We will adopt these standards effective January 1, 2016. We do not believe the adoption of these standards will have a material effect on our consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers (Topic 606). " ASU 2014-09 will supersede existing revenue recognition standards with a single model unless those contracts are within the scope of other standards (e.g., an insurance entity’s insurance contracts). The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies can adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. In August 2015, the FASB issued ASU 2015-14, " Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date", which deferred the effective dates of ASU 2014-09 by one year. As such, the standard becomes effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption at the original effective date, interim and annual periods beginning after December 15, 2016, will be permitted. We are currently evaluating the effect of the new revenue recognition guidance.

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2015
Segment Reporting [Abstract]
Revenue by geographic location	Our Medicaid operations in certain states individually account for 10% or more of our consolidated premium revenue. Those states, and the respective Medicaid premium revenue as a percentage of total consolidated premium revenue, are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Kentucky 19% 18% 19% 18% Florida 17% 15% 16% 13% Georgia 12% 13% 12% 13%
Segment results	A summary of financial information for our reportable segments through the gross margin level and a reconciliation to income from operations is presented in the table below. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Premium revenue: (in millions) Medicaid Health Plans $ 2,273.9 $ 2,127.9 $ 6,728.0 $ 5,631.2 Medicare Health Plans 961.1 1,012.2 2,937.1 2,953.5 Medicare PDPs 202.3 256.2 716.8 926.3 Total premium revenue 3,437.3 3,396.3 10,381.9 9,511.0 Medical benefits expense: Medicaid Health Plans 1,991.3 1,849.0 5,842.2 4,933.5 Medicare Health Plans 834.8 918.0 2,548.8 2,633.5 Medicare PDPs 121.3 229.6 585.7 893.8 Total medical benefits expense 2,947.4 2,996.6 8,976.7 8,460.8 ACA industry fee expense: Medicaid Health Plans 33.0 20.4 102.2 60.6 Medicare Health Plans 14.9 11.4 50.7 34.0 Medicare PDPs 6.0 2.9 17.6 8.7 Total ACA industry fee expense 53.9 34.7 170.5 103.3 Gross margin Medicaid Health Plans 249.6 258.5 783.6 637.1 Medicare Health Plans 111.4 82.8 337.6 286.0 Medicare PDPs 75.0 23.7 113.5 23.8 Total gross margin 436.0 365.0 1,234.7 946.9 Investment and other income 3.7 11.2 11.5 34.1 Other expenses (339.6 ) (306.7 ) (951.0 ) (888.8 ) Income from operations $ 100.1 $ 69.5 $ 295.2 $ 92.2

EARNINGS PER COMMON SHARE (Tabl

EARNINGS PER COMMON SHARE (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Schedule of net income per share	The calculation of the weighted-average common shares outstanding — diluted is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Weighted-average common shares outstanding — basic 44,084,004 43,885,779 44,040,253 43,851,759 Dilutive effect of outstanding stock-based compensation awards 340,301 300,255 321,955 292,286 Weighted-average common shares outstanding — diluted 44,424,305 44,186,034 44,362,208 44,144,045 Anti-dilutive stock-based compensation awards excluded from computation 59,263 12,951 67,432 38,703

INVESTMENTS (Tables)

INVESTMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
Investments, Debt and Equity Securities [Abstract]
Available-for-sale investments	The Company considers all of its investments as available-for-sale securities. Excluding Restricted Investments, the amortized cost, gross unrealized gains or losses and estimated fair value of short-term and long-term investments by security type are summarized in the following tables. Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value September 30, 2015 Auction rate securities $ 34.0 $ — $ (2.3 ) $ 31.7 Corporate debt and other securities 140.0 0.2 (0.2 ) 140.0 Money market funds 45.9 — — 45.9 Municipal securities 50.9 0.4 (0.2 ) 51.1 U.S. government securities 12.1 0.1 — 12.2 Variable rate bond fund 85.1 — (0.5 ) 84.6 $ 368.0 $ 0.7 $ (3.2 ) $ 365.5 December 31, 2014 Auction rate securities $ 34.1 $ — $ (1.8 ) $ 32.3 Certificates of deposit 0.3 — — 0.3 Corporate debt and other securities 162.2 0.1 (0.4 ) 161.9 Money market funds 41.4 — — 41.4 Municipal securities 86.9 0.5 (0.1 ) 87.3 U.S. government securities 21.7 0.1 (0.1 ) 21.7 Variable rate bond fund 85.1 0.2 (0.1 ) 85.2 $ 431.7 $ 0.9 $ (2.5 ) $ 430.1
Contractual maturities of available-for-sale investments	Contractual maturities of available-for-sale securities at September 30, 2015 are as follows: Total Within 1 Year 1 Through 5 Years 5 Through 10 Years Thereafter Auction rate securities $ 31.7 $ — $ — $ — $ 31.7 Corporate debt and other securities 140.0 71.4 68.6 — — Money market funds 45.9 45.9 — — — Municipal securities 51.1 16.7 26.5 7.9 — U.S. government securities 12.2 8.2 4.0 — — Variable rate bond fund 84.6 84.6 — — — $ 365.5 $ 226.8 $ 99.1 $ 7.9 $ 31.7

RESTRICTED INVESTMENTS (Tables)

RESTRICTED INVESTMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
Restricted Investments Note [Abstract]
Schedule of Restricted Investments	The amortized cost, gross unrealized gains, gross unrealized losses and fair value of our restricted investment securities are as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value September 30, 2015 Cash $ 60.6 $ — $ — $ 60.6 Certificates of deposit 1.1 — — 1.1 Money market funds 66.6 — — 66.6 U.S. government securities 65.9 0.1 — 66.0 $ 194.2 $ 0.1 $ — $ 194.3 December 31, 2014 Cash $ 53.3 $ — $ — $ 53.3 Certificates of deposit 1.0 — — 1.0 Money market funds 65.9 — — 65.9 U.S. government securities 30.1 0.1 (0.1 ) 30.1 $ 150.3 $ 0.1 $ (0.1 ) $ 150.3

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of stock option activity	A summary of stock option activity for the nine months ended September 30, 2015 is presented in the table below. Shares Weighted Average Exercise Price Outstanding as of January 1, 2015 8,020 $ 38.92 Granted — — Exercised (8,020 ) 38.92 Forfeited and expired — — Outstanding as of September 30, 2015 — $ —
Summary of restricted stock and restricted stock unit activity	A summary of restricted stock unit ("RSU"), PSU and market stock unit ("MSU") award activity for the nine months ended September 30, 2015 at target is presented in the table below. RSUs PSUs MSUs Total Outstanding as of January 1, 2015 406,903 395,075 113,663 915,641 Granted 113,781 136,231 67,288 317,300 Vested (194,695 ) (34,814 ) (32,494 ) (262,003 ) Forfeited and expired (24,409 ) (92,504 ) (12,608 ) (129,521 ) Outstanding as of September 30, 2015 301,580 403,988 135,849 841,417

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Assets and liabilities measured at fair value	Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 are as follows: Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments: Asset backed securities $ 21.0 $ — $ 21.0 $ — Auction rate securities 31.7 — — 31.7 Corporate debt securities 119.0 — 119.0 — Money market funds 45.9 45.9 — — Municipal securities 51.1 — 51.1 — U.S. government and agency obligations 12.2 11.2 1.0 — Variable rate bond fund 84.6 84.6 — — Total investments $ 365.5 $ 141.7 $ 192.1 $ 31.7 Restricted investments: Cash 60.6 60.6 — — Certificates of deposit 1.1 — 1.1 — Money market funds 66.6 66.6 — — U.S. government and agency obligations 66.0 66.0 — — Total restricted investments $ 194.3 $ 193.2 $ 1.1 $ — Amounts accrued related to investigation resolution $ — $ — $ — $ — Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 are as follows: Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments: Asset backed securities $ 23.3 $ — $ 23.3 $ — Auction rate securities 32.3 — — 32.3 Certificates of deposit 0.3 — 0.3 — Corporate debt securities 138.6 — 138.6 — Money market funds 41.4 41.4 — — Municipal securities 87.3 — 87.3 — U.S. government securities 21.7 16.8 4.9 — Variable rate bond fund 85.2 85.2 — — Total investments $ 430.1 $ 143.4 $ 254.4 $ 32.3 Restricted investments: Cash $ 53.3 $ 53.3 $ — $ — Certificates of deposit 1.0 — 1.0 — Money market funds 65.9 65.9 — — U.S. government securities 30.1 30.1 — — Total restricted investments $ 150.3 $ 149.3 $ 1.0 $ — Amounts accrued related to investigation resolution $ 35.2 $ — $ 35.2 $ —
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments	The following table presents the carrying value and fair value of our Senior Notes as of September 30, 2015 , and our Senior Notes and Term Loan as of December 31, 2014 : September 30, 2015 December 31, 2014 Long term debt $ 912.7 $ 900.0 Approximate fair value of our long-term debt 942.8 908.7
Auction rate securities measured at fair value on a recurring basis using significant unobservable inputs	The following table presents the changes in the fair value of our Level 3 auction rate securities for the nine months ended September 30, 2015 . Balance as of January 1, 2015 $ 32.3 Realized gains (losses) in earnings — Unrealized gains (losses) in other comprehensive income (0.5 ) Purchases, sales and redemptions (0.1 ) Net transfers in or (out) of Level 3 — Balance as of September 30, 2015 $ 31.7

ORGANIZATION, BASIS OF PRESEN26

ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Organizational Details (Details) Members in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2015USD ($)MembersState	Sep. 30, 2014USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of members | Members	3.8
Number of states | State	49
Net favorable development, impact on medical expense	$ 53.8
Net unfavorable development, impact on medical expense		$ (46.2)

ORGANIZATION, BASIS OF PRESEN27

ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - ACA Industry Fee (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Affordable Care Act levied on health insurance industry						$ 8,000
Affordable Care Act levied on health industry (current fiscal year)	$ 11,300	$ 11,300		$ 11,300
ACA industry fee paid	227.3
Decrease in ACA industry fee		(5.5)
Deferred ACA fee amortization		53.9	$ 34.7	170.5	$ 103.3
Deferred ACA industry fee asset	$ 56.8	56.8		56.8		$ 0
Premium revenue, fee reimbursement		$ 51.1	$ 37.1	$ 159.3	$ 93.9

ORGANIZATION, BASIS OF PRESEN28

ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Goodwill		$ 263.2	$ 263.2
Impairment of intangible assets	$ 24.1
Operating Segments | Medicaid Health Plans
Segment Reporting Information [Line Items]
Goodwill		152.8
Operating Segments | Medicare Health Plans
Segment Reporting Information [Line Items]
Goodwill		$ 110.4
Easy Choice
Segment Reporting Information [Line Items]
Impairment of intangible assets	$ 18

ACQUISITIONS AND DIVESTITURES (

ACQUISITIONS AND DIVESTITURES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Business Acquisition [Line Items]
Bargain purchase gain	$ 0	$ (7.8)	$ 0	$ 31.6
Windsor Health Plans, Inc.
Business Acquisition [Line Items]
Purchase price allocated to identified intangible assets					$ 54.3
Cash settlement associated with purchase price			$ 17.2
Bargain purchase gain				$ 31.6	29.5
Decrease in gain recognized in previous period		$ (7.8)
Tangible Assets and Liabilities | Windsor Health Plans, Inc.
Business Acquisition [Line Items]
Fair value of net tangible assets acquired					$ 195.3
Weighted Average | Windsor Health Plans, Inc.
Business Acquisition [Line Items]
Weighted average amortization period for intangible assets	11 years 6 months

SEGMENT REPORTING (Details)

SEGMENT REPORTING (Details) $ in Millions	Jul. 01, 2015RegionsRenewalOptions	Sep. 30, 2015RegionsRenewalOptions	Sep. 30, 2015USD ($)RegionsSegmentRenewalOptions	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)RegionsRenewalOptions	Sep. 30, 2014USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | Segment			3
Premium revenue			$ 3,437.3	$ 3,396.3	$ 10,381.9	$ 9,511
Medical benefits expense			2,947.4	2,996.6	8,976.7	8,460.8
ACA industry fee			53.9	34.7	170.5	103.3
Investment and other income			3.7	11.2	11.5	34.1
Income (loss) from operations			$ 100.1	$ 69.5	$ 295.2	$ 92.2
Kentucky
Segment Reporting Information [Line Items]
Premium revenue net of premium tax (as a percent)			19.00%	18.00%	19.00%	18.00%
Florida
Segment Reporting Information [Line Items]
Premium revenue net of premium tax (as a percent)			17.00%	15.00%	16.00%	13.00%
Number of Regions executed contracts | Regions					8
Georgia
Segment Reporting Information [Line Items]
Premium revenue net of premium tax (as a percent)			12.00%	13.00%	12.00%	13.00%
Minimum
Segment Reporting Information [Line Items]
Percentage of consolidated premium revenue					10.00%
Operating Segments
Segment Reporting Information [Line Items]
Premium revenue			$ 3,437.3	$ 3,396.3	$ 10,381.9	$ 9,511
Medical benefits expense			2,947.4	2,996.6	8,976.7	8,460.8
ACA industry fee			53.9	34.7	170.5	103.3
Gross margin			436	365	1,234.7	946.9
Operating Segments | Medicaid Health Plans
Segment Reporting Information [Line Items]
Premium revenue			2,273.9	2,127.9	6,728	5,631.2
Medical benefits expense			1,991.3	1,849	5,842.2	4,933.5
ACA industry fee			33	20.4	102.2	60.6
Gross margin			249.6	258.5	783.6	637.1
Operating Segments | Medicare Health Plans
Segment Reporting Information [Line Items]
Premium revenue			961.1	1,012.2	2,937.1	2,953.5
Medical benefits expense			834.8	918	2,548.8	2,633.5
ACA industry fee			14.9	11.4	50.7	34
Gross margin			111.4	82.8	337.6	286
Operating Segments | Medicare PDPs
Segment Reporting Information [Line Items]
Premium revenue			202.3	256.2	716.8	926.3
Medical benefits expense			121.3	229.6	585.7	893.8
ACA industry fee			6	2.9	17.6	8.7
Gross margin			75	23.7	113.5	23.8
Segment Reconciling Items
Segment Reporting Information [Line Items]
Investment and other income			3.7	11.2	11.5	34.1
Other expenses			$ (339.6)	$ (306.7)	$ (951)	$ (888.8)
Kentucky Medicaid Plan | Kentucky
Segment Reporting Information [Line Items]
Health plan contract, initial term	1 year
Number of renewal options | RenewalOptions	4
Health plan contract, renewal term	1 year
Total number of regions | Regions	8
2016 Georgia Medicaid Plan | Georgia
Segment Reporting Information [Line Items]
Health plan contract, initial term		1 year
Number of renewal options | RenewalOptions		5	5		5
Health plan contract, renewal term		1 year
Managed Medical Assistance Program (MMA) | Florida
Segment Reporting Information [Line Items]
Total number of regions | Regions		11	11		11

EARNINGS PER COMMON SHARE (Deta

EARNINGS PER COMMON SHARE (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Weighted-average common shares outstanding — basic	44,084,004	43,885,779	44,040,253	43,851,759
Dilutive effect of:
Dilutive effect of outstanding stock-based compensation awards	340,301	300,255	321,955	292,286
Weighted-average common shares outstanding — diluted	44,424,305	44,186,034	44,362,208	44,144,045
Anti-dilutive stock-based compensation awards excluded from computation	59,263	12,951	67,432	38,703

INVESTMENTS (Details)

INVESTMENTS (Details) $ in Millions	9 Months Ended
	Sep. 30, 2015USD ($)Security	Dec. 31, 2014USD ($)
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 368	$ 431.7
Gross Unrealized Gains	0.7	0.9
Gross Unrealized Losses	(3.2)	(2.5)
Estimated Fair Value	365.5	430.1
Within 1 Year	226.8
1 Through 5 Years	99.1
5 Through 10 Years	7.9
Thereafter	31.7
Auction rate securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	34	34.1
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(2.3)	(1.8)
Estimated Fair Value	31.7	32.3
Within 1 Year	0
1 Through 5 Years	0
5 Through 10 Years	0
Thereafter	31.7
Certificates of deposit
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost		0.3
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Estimated Fair Value		0.3
Corporate debt and other securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	140	162.2
Gross Unrealized Gains	0.2	0.1
Gross Unrealized Losses	(0.2)	(0.4)
Estimated Fair Value	140	161.9
Within 1 Year	71.4
1 Through 5 Years	68.6
5 Through 10 Years	0
Thereafter	0
Money market funds
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	45.9	41.4
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	45.9	41.4
Within 1 Year	45.9
1 Through 5 Years	0
5 Through 10 Years	0
Thereafter	0
Municipal securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	50.9	86.9
Gross Unrealized Gains	0.4	0.5
Gross Unrealized Losses	(0.2)	(0.1)
Estimated Fair Value	51.1	87.3
Within 1 Year	16.7
1 Through 5 Years	26.5
5 Through 10 Years	7.9
Thereafter	0
U.S. government securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	12.1	21.7
Gross Unrealized Gains	0.1	0.1
Gross Unrealized Losses	0	(0.1)
Estimated Fair Value	12.2	21.7
Within 1 Year	8.2
1 Through 5 Years	4
5 Through 10 Years	0
Thereafter	0
Variable rate bond fund
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	85.1	85.1
Gross Unrealized Gains	0	0.2
Gross Unrealized Losses	(0.5)	(0.1)
Estimated Fair Value	84.6	$ 85.2
Within 1 Year	84.6
1 Through 5 Years	0
5 Through 10 Years	0
Thereafter	0
External Credit Rating, Investment Grade | Auction rate securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 22.4
Number of securities | Security	2
External Credit Rating, Non Investment Grade | Auction rate securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 11.6
Number of securities | Security	1
Minimum | Auction rate securities
Schedule of Available-for-sale Securities [Line Items]
Rate setting interval for sale	7 days
Maximum | Auction rate securities
Schedule of Available-for-sale Securities [Line Items]
Rate setting interval for sale	35 days

RESTRICTED INVESTMENTS (Details

RESTRICTED INVESTMENTS (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Restricted Cash and Cash Equivalents Items [Line Items]
Amortized Cost	$ 194.2	$ 150.3
Gross Unrealized Gains	0.1	0.1
Gross Unrealized Losses	0	(0.1)
Estimated Fair Value	194.3	150.3
Increase in restricted investments	44
Cash
Restricted Cash and Cash Equivalents Items [Line Items]
Amortized Cost	60.6	53.3
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	60.6	53.3
Certificates of deposit
Restricted Cash and Cash Equivalents Items [Line Items]
Amortized Cost	1.1	1
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	1.1	1
Money market funds
Restricted Cash and Cash Equivalents Items [Line Items]
Amortized Cost	66.6	65.9
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	66.6	65.9
U.S. government securities
Restricted Cash and Cash Equivalents Items [Line Items]
Amortized Cost	65.9	30.1
Gross Unrealized Gains	0.1	0.1
Gross Unrealized Losses	0	(0.1)
Estimated Fair Value	$ 66	$ 30.1

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 4.8	$ 3	$ 13.5	$ 9.2
Unrecognized compensation cost	$ 29.4		$ 29.4
Weighted-average period over which compensation costs are expected to be recognized (in years)			1 year 10 months
Share price	$ 86.18		$ 86.18
Equity Instruments Other than Options [Roll Forward]
Outstanding as of beginning of period (in shares)			915,641
Granted (in shares)			317,300
Vested (in shares)			(262,003)
Forfeited and expired (in shares)			(129,521)
Outstanding at end of period (in shares)	841,417		841,417
Grants in period, weighted average grant date fair value			$ 97.98
Stock Options
Stock Options [Rollforward]
Outstanding as of beginning of period (in shares)			8,020
Granted (in shares)			0
Exercised (in shares)			(8,020)
Forfeited and expired (in shares)			0
Outstanding at end of period (in shares)	0		0
Weighted Average Exercise Price [Rollforward]
Outstanding as of beginning of period (in dollars per share)			$ 38.92
Granted (in dollars per share)			0
Exercised (in dollars per share)			38.92
Forfeited and expired (in dollars per share)			0
Outstanding at end of period (in dollars per share)	$ 0		$ 0
RSUs
Equity Instruments Other than Options [Roll Forward]
Outstanding as of beginning of period (in shares)			406,903
Granted (in shares)			113,781
Vested (in shares)			(194,695)
Forfeited and expired (in shares)			(24,409)
Outstanding at end of period (in shares)	301,580		301,580
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 12		$ 12
Equity Instruments Other than Options [Roll Forward]
Outstanding as of beginning of period (in shares)			395,075
Granted (in shares)			136,231
Vested (in shares)			(34,814)
Forfeited and expired (in shares)			(92,504)
Outstanding at end of period (in shares)	403,988		403,988
MSUs
Equity Instruments Other than Options [Roll Forward]
Outstanding as of beginning of period (in shares)			113,663
Granted (in shares)			67,288
Vested (in shares)			(32,494)
Forfeited and expired (in shares)			(12,608)
Outstanding at end of period (in shares)	135,849		135,849

DEBT (Details)

DEBT (Details) - USD ($)	Jun. 01, 2015	Sep. 30, 2015	Sep. 30, 2014
Debt Instrument [Line Items]
Proceeds from issuance of debt, net of financing costs paid		$ 308,900,000	$ 298,600,000
Revolving credit facility, maximum borrowing capacity		$ 300,000,000
Minimum statutory net worth		105.00%
Minimum percent of loans and commitments owned under credit agreement required to accelerate maturity		50.00%
Senior Notes
Debt Instrument [Line Items]
Long-term debt		$ 912,700,000
Term Loan
Debt Instrument [Line Items]
Long-term debt		$ 300,000,000
Interest rate at period end (effective percentage)		2.31%
5.75% Senior Notes Due 2020 | Senior Notes
Debt Instrument [Line Items]
Principal amount	$ 300,000,000
Interest rate	5.75%
Issue price, percentage	104.50%
Debt premium	$ 13,500,000
Proceeds from issuance of debt, net of financing costs paid	308,900,000
Debt issuance costs	$ 4,600,000
Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Unutilized commitments fee, minimum (in hundredths)		0.25%
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Unutilized commitments fee, minimum (in hundredths)		0.45%
London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		1.50%
London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		2.625%
Prime Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Prime Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		1.625%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 365.5	$ 430.1
Total restricted investments	194.3	150.3
Amounts payable related to investigation resolution	0	35.2
Asset backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	21	23.3
Auction rate securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	31.7	32.3
Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	119	138.6
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	45.9	41.4
Total restricted investments	66.6	65.9
Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	51.1	87.3
U.S. government and agency obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	12.2	21.7
Total restricted investments	66	30.1
Variable rate bond fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	84.6	85.2
Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total restricted investments	60.6	53.3
Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		0.3
Total restricted investments	1.1	1
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	141.7	143.4
Total restricted investments	193.2	149.3
Amounts payable related to investigation resolution	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Asset backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Auction rate securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	45.9	41.4
Total restricted investments	66.6	65.9
Quoted Prices in Active Markets for Identical Assets (Level 1) | Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government and agency obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	11.2	16.8
Total restricted investments	66	30.1
Quoted Prices in Active Markets for Identical Assets (Level 1) | Variable rate bond fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	84.6	85.2
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total restricted investments	60.6	53.3
Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		0
Total restricted investments	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	192.1	254.4
Total restricted investments	1.1	1
Amounts payable related to investigation resolution	0	35.2
Significant Other Observable Inputs (Level 2) | Asset backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	21	23.3
Significant Other Observable Inputs (Level 2) | Auction rate securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Significant Other Observable Inputs (Level 2) | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	119	138.6
Significant Other Observable Inputs (Level 2) | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Total restricted investments	0	0
Significant Other Observable Inputs (Level 2) | Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	51.1	87.3
Significant Other Observable Inputs (Level 2) | U.S. government and agency obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	1	4.9
Total restricted investments	0	0
Significant Other Observable Inputs (Level 2) | Variable rate bond fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Significant Other Observable Inputs (Level 2) | Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total restricted investments	0	0
Significant Other Observable Inputs (Level 2) | Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		0.3
Total restricted investments	1.1	1
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	31.7	32.3
Total restricted investments	0	0
Amounts payable related to investigation resolution	0	0
Significant Unobservable Inputs (Level 3) | Asset backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Significant Unobservable Inputs (Level 3) | Auction rate securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	31.7	32.3
Auction rate securities measured at fair value on a recurring basis using significant unobservable inputs [Rollforward]
Beginning balance	32.3
Realized gains (losses) in earnings	0
Unrealized gains (losses) in other comprehensive income	(0.5)
Purchases, sales and redemptions	(0.1)
Net transfers in or (out) of Level 3	0
Ending balance	31.7
Significant Unobservable Inputs (Level 3) | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Significant Unobservable Inputs (Level 3) | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Total restricted investments	0	0
Significant Unobservable Inputs (Level 3) | Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Significant Unobservable Inputs (Level 3) | U.S. government and agency obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Total restricted investments	0	0
Significant Unobservable Inputs (Level 3) | Variable rate bond fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	0
Significant Unobservable Inputs (Level 3) | Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total restricted investments	0	0
Significant Unobservable Inputs (Level 3) | Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		0
Total restricted investments	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value of Debt (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt	$ 912.7	$ 900
Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt	912.7	900
Approximate fair value of our long-term debt	$ 942.8	$ 908.7

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Effective income tax rate (in hundredths)	65.20%	68.70%	64.80%	54.80%
Compensation deduction			$ 9.7
Unrecognized tax benefits	$ 14		$ 14		$ 10.4

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions

Mar. 23, 2012USD ($)Installment

Mar. 31, 2015USD ($)

Sep. 30, 2015USD ($)

Sep. 30, 2014USD ($)

Sep. 30, 2015USD ($)associate

Sep. 30, 2014USD ($)

Sep. 30, 2015USD ($)

Sep. 30, 2015person

Sep. 30, 2015Action

Sep. 30, 2015associate

Sep. 30, 2015former_officer

Dec. 31, 2014USD ($)

Jan. 31, 2012former_officer

Dec. 31, 2010

Loss Contingencies [Line Items]

Final payment under settlement agreement

$ 35.4

Current portion of amount payable related to investigation resolution

$ 0

$ 0

$ 0

$ 0

$ 35.2

Civil Inquiry

Loss Contingencies [Line Items]

Settlement agreement, amount

$ 137.5

Number of installments | Installment

4

Settlement agreement, amount of installment payments

$ 34.4

Term of agreement

36 months

Settlement agreement, interest rate

3.125%

Class Action Complaints

Loss Contingencies [Line Items]

Portion of sums recovered from former officers to be paid to class members

25.00%

Number of former officers being pursued in action filed by entity | former_officer

3

Corporate Integrity Agreement

Loss Contingencies [Line Items]

Term of agreement

5 years

Derivative Lawsuits

Loss Contingencies [Line Items]

Number of former officers being pursued in action filed by entity | former_officer

3

Number of former associates being pursued in action filed by entity | associate

2

Number of former associates tried in 2013 | associate

4

Number of former employees being pursued in action filed by entity

5

5

Number of actions filed in the Federal Court | Action

6

Number of former employees investigated by SEC | former_officer

3

Legal fees

$ 7

$ 8.6

$ 19.9

$ 23.5

$ 205.8

SUBSEQUENT EVENT - Iowa DHS (De

SUBSEQUENT EVENT - Iowa DHS (Details) - Iowa Medicaid Managed Care - Subsequent Event	Oct. 09, 2015RenewalOptions
Subsequent Event [Line Items]
Health plan contract, initial term	3 years
Number of renewal options	2
Health plan contract, renewal term	1 year