Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 03, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WELLCARE HEALTH PLANS, INC. | |
Entity Central Index Key | 1,279,363 | |
Document Type | 10-Q | |
Document Fiscal Period Focus | Q2 | |
Document Period End Date | Jun. 30, 2017 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Large Accelerated Filer | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 44,508,627 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Premium | $ 4,293,600,000 | $ 3,590,600,000 | $ 8,240,600,000 | $ 7,126,600,000 |
Investment and other income | 11,400,000 | 3,800,000 | 18,600,000 | 8,300,000 |
Total revenues | 4,305,000,000 | 3,594,400,000 | 8,259,200,000 | 7,134,900,000 |
Expenses: | ||||
Medical benefits | 3,719,000,000 | 2,988,900,000 | 7,197,600,000 | 6,050,800,000 |
Selling, general and administrative | 365,500,000 | 278,000,000 | 667,900,000 | 546,900,000 |
ACA industry fee | 0 | 56,900,000 | 0 | 113,900,000 |
Medicaid premium taxes | 31,200,000 | 27,600,000 | 61,100,000 | 54,800,000 |
Depreciation and amortization | 29,300,000 | 21,700,000 | 53,200,000 | 42,500,000 |
Interest | 18,100,000 | 14,600,000 | 34,300,000 | 30,400,000 |
Total expenses | 4,163,100,000 | 3,387,700,000 | 8,014,100,000 | 6,839,300,000 |
Income from operations | 141,900,000 | 206,700,000 | 245,100,000 | 295,600,000 |
Loss on extinguishment of debt | 26,100,000 | 0 | 26,100,000 | 0 |
Income before income taxes and equity in losses of unconsolidated subsidiaries | 115,800,000 | 206,700,000 | 219,000,000 | 295,600,000 |
Equity in losses of unconsolidated subsidiaries | (1,100,000) | 0 | (1,100,000) | 0 |
Income before income taxes | 114,700,000 | 206,700,000 | 217,900,000 | 295,600,000 |
Income tax expense | 40,600,000 | 115,900,000 | 76,500,000 | 167,000,000 |
Net income | 74,100,000 | 90,800,000 | 141,400,000 | 128,600,000 |
Other comprehensive income, before tax: | ||||
Change in net unrealized gains and losses on available-for-sale securities | 1,200,000 | 100,000 | 1,300,000 | 100,000 |
Income tax expense related to other comprehensive income | 400,000 | 0 | 400,000 | 0 |
Other comprehensive income, net of tax | 800,000 | 100,000 | 900,000 | 100,000 |
Comprehensive income | $ 74,900,000 | $ 90,900,000 | $ 142,300,000 | $ 128,700,000 |
Earnings per common share: | ||||
Basic (in USD per share) | $ 1.67 | $ 2.05 | $ 3.18 | $ 2.91 |
Diluted (in USD per share) | $ 1.65 | $ 2.04 | $ 3.15 | $ 2.89 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 44,498,610 | 44,260,767 | 44,432,299 | 44,212,984 |
Diluted (in shares) | 44,934,051 | 44,549,955 | 44,880,357 | 44,521,855 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 4,031.3 | $ 3,961.4 |
Short-term investments | 511.9 | 124.2 |
Premiums receivable, net | 1,076.3 | 498.6 |
Pharmacy rebates receivable, net | 341.6 | 278 |
Receivables from government partners | 100.8 | 0 |
Funds receivable for the benefit of members | 24.5 | 32.6 |
Prepaid expenses and other current assets, net | 260.5 | 224.8 |
Total current assets | 6,346.9 | 5,119.6 |
Property, equipment and capitalized software, net | 291.1 | 274.5 |
Goodwill | 651.5 | 392.5 |
Other intangible assets, net | 384.5 | 74.1 |
Long-term investments | 404 | 57.3 |
Restricted investments | 213.6 | 234.3 |
Other assets | 3.5 | 0.5 |
Assets of discontinued operations | 218 | 0 |
Total Assets | 8,513.1 | 6,152.8 |
Current Liabilities: | ||
Medical benefits payable | 2,004.4 | 1,690.5 |
Unearned premiums | 539.6 | 3.3 |
Accounts payable and accrued expenses | 541.6 | 668.5 |
Funds payable for the benefit of members | 1,346.2 | 390.3 |
Other payables to government partners | 394.9 | 303.2 |
Total current liabilities | 4,826.7 | 3,055.8 |
Deferred income tax liability, net | 96.8 | 63.4 |
Long-term debt, net | 1,180.8 | 997.6 |
Other liabilities | 38.5 | 35.9 |
Liabilities of discontinued operations | 218 | 0 |
Total Liabilities | 6,360.8 | 4,152.7 |
Commitments and contingencies | 0 | 0 |
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, 44,507,822 and 44,293,881 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively) | 0.4 | 0.4 |
Paid-in capital | 556.8 | 546.9 |
Retained earnings | 1,595.2 | 1,453.8 |
Accumulated other comprehensive loss | (0.1) | (1) |
Total Stockholders' Equity | 2,152.3 | 2,000.1 |
Total Liabilities and Stockholders' Equity | $ 8,513.1 | $ 6,152.8 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Stockholders' Equity: | ||
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred stock, outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, issued (shares) | 44,507,822 | 44,293,881 |
Common stock, outstanding (shares) | 44,507,822 | 44,293,881 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2015 | 44,113,328 | ||||
Beginning balance at Dec. 31, 2015 | $ 1,728.3 | $ 0.4 | $ 518.4 | $ 1,211.7 | $ (2.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for vested stock-based compensation awards (in shares) | 217,179 | ||||
Repurchase and retirement of shares to satisfy tax withholding requirements (in shares) | (62,625) | ||||
Repurchase and retirement of shares to satisfy tax withholding requirements | (5.6) | (5.6) | |||
Stock-based compensation expense, net of forfeitures | 15 | 15 | |||
Comprehensive income | 128.7 | 128.6 | 0.1 | ||
Ending balance (in shares) at Jun. 30, 2016 | 44,267,882 | ||||
Ending balance at Jun. 30, 2016 | $ 1,866.4 | $ 0.4 | 527.8 | 1,340.3 | (2.1) |
Beginning balance (in shares) at Dec. 31, 2016 | 44,293,881 | 44,293,881 | |||
Beginning balance at Dec. 31, 2016 | $ 2,000.1 | $ 0.4 | 546.9 | 1,453.8 | (1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for vested stock-based compensation awards (in shares) | 308,130 | ||||
Repurchase and retirement of shares to satisfy tax withholding requirements (in shares) | (94,189) | ||||
Repurchase and retirement of shares to satisfy tax withholding requirements | (13.6) | (13.6) | |||
Stock-based compensation expense, net of forfeitures | 23.5 | 23.5 | |||
Comprehensive income | $ 142.3 | 141.4 | 0.9 | ||
Ending balance (in shares) at Jun. 30, 2017 | 44,507,822 | 44,507,822 | |||
Ending balance at Jun. 30, 2017 | $ 2,152.3 | $ 0.4 | $ 556.8 | $ 1,595.2 | $ (0.1) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 141.4 | $ 128.6 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 53.2 | 42.5 |
Loss on extinguishment of debt | 26.1 | 0 |
Stock-based compensation expense | 23.5 | 15 |
Deferred taxes, net | (34.5) | 5 |
Other, net | 7.3 | 8.9 |
Changes in operating accounts, net of effects from acquisitions: | ||
Premiums receivable, net | (480.8) | (427.8) |
Pharmacy rebates receivable, net | (50.7) | (86.8) |
Medical benefits payable | 186.4 | 82.7 |
Unearned premiums | 537.6 | (24) |
Other payables to government partners | (20.7) | 40 |
Accrued liabilities and other, net | (53.9) | 155.7 |
Net cash provided by (used in) operating activities | 334.9 | (60.2) |
Cash flows from investing activities: | ||
Acquisitions and acquisition-related settlements, net of cash acquired | (717.9) | (21.1) |
Purchases of investments | (801.8) | (194.1) |
Proceeds from sales and maturities of investments | 341.3 | 223.7 |
Additions to property, equipment and capitalized software, net | (54.4) | (37.6) |
Net cash used in investing activities | (1,232.8) | (29.1) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of financing costs paid | 1,182.2 | 196.9 |
Payments on debt | (1,026.1) | (300) |
Repurchase and retirement of shares to satisfy employee tax withholding requirements | (13.6) | (5.6) |
Funds received for the benefit of members, net | 834.4 | 318.3 |
Other, net | (9.1) | (3.2) |
Net cash provided by financing activities | 967.8 | 206.4 |
Increase in cash and cash equivalents | 69.9 | 117.1 |
Balance at beginning of period | 3,961.4 | 2,407 |
Balance at end of period | 4,031.3 | 2,524.1 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for taxes, net of refunds | 94.9 | 69.6 |
Cash paid for interest | 22.5 | 28.7 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS: | ||
Non-cash additions to property, equipment, and capitalized software | $ 3.5 | $ 4.6 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
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"), focuses exclusively on government-sponsored managed care services, primarily through Medicaid, Medicare Advantage ("MA") and Medicare Prescription Drug Plans ("PDPs") to families, children, seniors and individuals with complex medical needs. As of June 30, 2017 , we served approximately 4.4 million members. During the six months ended June 30, 2017 , we operated Medicaid health plans in Arizona, Florida, Georgia, Hawaii, Illinois, Kentucky, Missouri, Nebraska, New Jersey, New York and South Carolina. We began serving Medicaid and Medicare members in Arizona, effective December 31, 2016, in connection with the acquisition of Care1st Health Plan Arizona, Inc. and One Care by Care1st Health Plan of Arizona, Inc. (together, "Care1st Arizona"). Effective January 1, 2017, we began serving Medicaid members statewide in Nebraska. As of June 30, 2017 , we also operated MA coordinated care plans ("CCPs") in Arizona, Arkansas, California, Connecticut, Florida, Georgia, Hawaii, Illinois, Kentucky, Louisiana, Maine, Mississippi, New Jersey, New York, South Carolina, Tennessee and Texas, as well as stand-alone Medicare PDPs nationwide. Basis of Presentation The accompanying unaudited condensed consolidated balance sheets and statements of comprehensive income, changes in stockholders' equity, and cash flows include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. 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 are 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, 2016 , included in our Annual Report on Form 10-K ("2016 Form 10-K"), which was filed with the U.S. Securities and Exchange Commission ("SEC") in February 2017. 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. Certain reclassifications were made to 2016 financial information to conform to the 2017 presentation. Unconsolidated Subsidiaries As discussed in Note 2- Acquisitions , in connection with the acquisition of Universal American Corp. (“Universal American”) we acquired a wholly-owned subsidiary which works with physicians and other health care professionals to operate Accountable Care Organizations (“ACOs”) under the Medicare Shared Saving Program ("MSSP") and Next Generation ACO Models. ACOs were established by the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the "ACA") to reward integrated, efficient care and allow providers to share in any savings they achieve as a result of improved quality and operational efficiency. These ACOs were generally formed as limited liability companies. The ACOs are considered variable interest entities ("VIEs"), under GAAP; as these entities do not have sufficient equity to finance their own operations without additional financial support. We own a majority interest in our ACOs; however, we share the power to direct the activities that most significantly affect the ACOs with health care providers as minority owners in the ACOs. This power is shared pursuant to the structure of the management committee of each of the ACOs. Accordingly, we have determined that we are not the primary beneficiary of the ACOs, and therefore we cannot consolidate their results. We perform an ongoing qualitative assessment of our variable interests in VIEs to determine whether we have a controlling financial interest and would therefore be considered the primary beneficiary of the VIE. We account for our participation in the ACOs using the equity method. Gains and losses are reported as equity in losses of unconsolidated subsidiaries in our condensed consolidated statements of comprehensive income. Our participation in these ACOs did not have a material effect on our consolidated results of operations, financial condition or cash flows for the three and six months ended June 30, 2017. Significant Accounting Policies Medicare Part D Settlements We receive certain Part D prospective subsidy payments from the Centers for Medicare & Medicaid Services ("CMS") for our MA and PDP members as a fixed monthly per member amount, based on the estimated costs of providing prescription drug benefits over the plan year, as reflected in our bids. A discussion of the subsidy components under Part D is included in Note 2- Summary of Significant Accounting Policies to the Consolidated Financial Statements included in our 2016 Form 10-K. CMS will fully reimburse these subsidies, or recoup overpaid subsidies made during the plan year, as part of its annual settlement process that occurs in the fourth quarter of the subsequent year and, accordingly, there is no insurance risk to us. Therefore, amounts received for these subsidies are not considered premium revenue, and are reported, net of the subsidy benefits paid, as Funds receivable (payable) for the benefit of members in the condensed consolidated balance sheets. As of June 30, 2017 , our condensed consolidated balance sheet includes a CMS Part D payable for the 2017 plan year, which includes a $378.9 million advance receipt of July 2017 CMS Medicare subsidy payments in June 2017. Our condensed consolidated balance sheet as of June 30, 2017 also includes a CMS Part D payable for the 2016 plan year, as well as a net receivable relating to plan years prior to 2016. Both the 2017 and 2016 payables are reflected within current liabilities in Funds payable for the benefit of members. As of December 31, 2016, our condensed consolidated balance sheet included a CMS Part D payable primarily related to the 2016 plan year, as well as a net receivable relating to plan years prior to 2016. Premium Receivables and Unearned Premiums We record premiums earned but not received as premiums receivable and record premiums received in advance of the period of service as unearned premiums in the condensed consolidated balance sheets. A complete discussion of premiums receivable and unearned premiums is included in Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements included in our 2016 Form 10-K. The premium receivable balance at June 30, 2017 is primarily related to Medicaid contracts with our state partners of approximately $698.7 million including certain states whereby June premium payments are contractually delayed until after the state’s fiscal year-end and subsequently paid in July. The balance at June 30, 2017 also includes risk-adjusted premiums receivable under our Medicare Advantage and PDP contracts. Unearned premiums at June 30, 2017 consist primarily of the July 2017 CMS Medicare premium advance of approximately $513.2 million . ACA Industry Fee The ACA imposed certain new taxes and fees, including an annual premium-based health insurance industry assessment (the "ACA industry fee") on health insurers, which began in 2014. In December 2015, President Obama signed the Consolidated Appropriations Act, 2016 which, among other provisions, included a one-year moratorium on the ACA industry fee for 2017, and, as a result, eliminated the associated Medicaid ACA industry fee reimbursements from our state government partners. Accordingly, we did not incur ACA industry fee expense for the three and six months ended June 30, 2017 , compared with $56.9 million and $113.9 million incurred for the three and six months ended June 30, 2016 , respectively. Additionally, we did not recognize any Medicaid ACA industry fee reimbursement revenue for the three and six months ended June 30, 2017 , compared with $58.3 million and $116.4 million recognized for the three and six months ended June 30, 2016, respectively. Refer to Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements included in our 2016 Form 10-K for a complete discussion of all of our significant accounting policies. Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, " Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ". This update eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. As a result, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We adopted this guidance prospectively on January 1, 2017. The adoption of this guidance did not have a material effect on our consolidated results of operations, financial condition or cash flows. In October 2016, the FASB issued ASU 2016-17, “ Consolidation (Topic 810). ” This update changes how a reporting entity evaluates consolidation, including whether an entity is considered a variable interest entity, determination of the primary beneficiary and how related parties are considered in the analysis. We adopted this guidance effective January 1, 2017. The adoption of this guidance did not have a material effect on our consolidated results of operations, financial condition or cash flows. In March 2016, the FASB issued ASU 2016-07, " Simplifying the Transition to the Equity Method of Accounting, " which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Instead, the equity method of accounting should be applied prospectively from the date significant influence is obtained. Investors should add the cost of acquiring the additional interest in the investee (if any) to the current basis of their previously held interest. The new standard should be applied prospectively for investments that qualify for the equity method of accounting after the effective date. We adopted this guidance effective January 1, 2017. The adoption of this guidance did not have a material effect on our consolidated results of operations, financial condition or cash flows. Accounting Standards Pending Adoption In May 2017, the FASB issued ASU 2017-09, " Compensation-Stock Compensation (Topic 718) - Scope of Modification Accounting " . This guidance addresses which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting pursuant to Topic 718. An entity should account for the effects of a modification unless (a) the fair value of the modified award is the same as the fair value of the original award, (b) the vesting conditions of the modified award are the same as the vesting conditions of the original award and (c) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in this guidance should be applied prospectively for public business entities effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. As this standard requires prospective application, the effect to our consolidated financial statements will depend on the terms of our future award modifications. In April 2017, the FASB issued ASU No. 2017-08, " Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities ". This update shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Currently, entities generally amortize the premium as a yield adjustment over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount. This guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the effect this guidance will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805): Clarifying the Definition of a Business. ” The amendments in this update provide guidance to assist entities with evaluating when a group of transferred assets and activities (collectively referred to as a "set") is a business. This new guidance provides for a "screen", which requires a determination that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen's threshold is not met, a set cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output, eliminating the evaluation of whether a market participant could replace missing elements. This guidance is effective for prospective business combinations for public entities for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. As this standard requires prospective application, the effect on our consolidated financial statements will depend on the terms of our future business combinations. In August 2016, the FASB issued ASU 2016-15, " Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments (Topic 230) ." This update targets eight specific areas to clarify how these cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for public entities for interim and annual periods beginning after December 15, 2017, with early adoption permitted. We are currently assessing the effect this guidance will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, " Financial Instruments – Credit Losses (Topic 326), " which requires entities to use a current expected credit loss model, which is a new impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. We are currently assessing the effect this guidance will have on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842), " which for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments in its balance sheet. This standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this guidance to have a material effect on our results of operations or cash flows. The effect of ASU 2016-02 on our consolidated financial position will be based on leases outstanding at the time of adoption. In January 2016, the FASB issued ASU 2016-01, " Financial Instrument - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, " which requires entities to measure equity securities that are not consolidated or accounted for under the equity method at fair value through net income. This amendment also simplifies the impairment test of equity investments without readily determinable fair values. This guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted in certain circumstances. We are currently assessing the effect this guidance will have on our consolidated financial statements. 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. Given that substantially all of our revenues are derived from insurance contracts accounted for in accordance with ASC 944, Financial Services-Insurance , which are specifically excluded from the scope of ASU 2014-09, we do not anticipate this guidance will have a material effect on our consolidated results of operations, financial condition or cash flows. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Phoenix Health Plan Assets Acquisition On May 1, 2017, we completed our previously announced acquisition of certain assets, including Arizona Medicaid membership and certain provider contracts, from Phoenix Health Plan ("PHP"). The transaction included the transfer of approximately 42,000 Medicaid members to Care1st Arizona Health Plan, Inc. ("Care1st Arizona"), a wholly owned subsidiary of the Company. The transaction was funded with available cash on hand. Universal American Acquisition On April 28, 2017 (the "Effective Date"), we acquired all of the issued and outstanding shares of Universal American. The transaction is valued at approximately $770.0 million , including the cash purchase price of $10.00 per outstanding share ("Per Share Merger Consideration") of Universal American's common stock, the assumption of $145.3 million fair value of Universal American's convertible debt, the cash settlement of Universal American's $40.0 million par value of Series A Mandatorily Redeemable Preferred Shares (the "Preferred Shares") and the cash settlement of outstanding vested and unvested stock-based compensation awards. The acquisition of Universal American, with approximately 119,000 MA members in Texas, New York and Maine, strengthens our business by increasing our MA membership by a third, deepening our presence in two key markets, Texas and New York, and diversifying our business portfolio. In addition, Universal American has joined with provider groups to operate ACOs, under the MSSP and Next Generation ACO models. As a result of the acquisition, we currently operate 16 MSSP ACOs and two Next Generation ACOs. The fair value at the Effective Date of the consideration transferred in the Universal American acquisition consisted of the following: (in millions) Number of shares of Universal American common stock outstanding on April 28, 2017 (57.1 million) multiplied by the Per Share Merger Consideration $ 570.8 Assumed debt (a) 145.3 Repurchase of Preferred Shares (b) 41.0 Stock-based award cash consideration (c) 12.9 Total consideration transferred $ 770.0 (a) Following the consummation of the Universal American transaction, all of the holders of Universal American's 4.00% convertible senior notes (the "Convertible Notes") elected to convert their notes into the right to receive cash equal to the par value of the notes plus a make whole premium. We paid the noteholders the amounts due and all of the Convertible Notes were canceled prior to June 30, 2017. The fair value of the Convertible Notes was determined based on quoted market prices; therefore, have been classified within Level 1 of the fair value hierarchy. See Universal American Convertible Notes below for further discussion of the repurchase of the Convertible Notes. (b) On the Effective Date, we redeemed an aggregate of $40.0 million of Universal American's Preferred Shares, which became redeemable by the holders on April 28, 2017 due to certain change in control provisions for the Preferred Shares. We redeemed the Preferred Shares for $41.0 million, which includes the $40.0 million par value of the Preferred Shares and $1.0 million of accrued dividends. See Universal American Mandatorily Redeemable Preferred Shares below for further discussion of the redemption of the Preferred Shares. (c) Pursuant to the terms of the Universal American acquisition, outstanding vested and unvested stock-based compensation awards as of the Effective Date converted to the right to receive cash. We estimated the fair value of these awards at the Effective Date and attributed that fair value to pre-acquisition and post-acquisition services in accordance with GAAP. Accordingly, $12.9 million of the fair value of these awards was attributed to pre-acquisition services and is included in the estimated consideration transferred, and approximately $20.0 million has been, or will be, included in our post-acquisition financial statements as compensation costs and reflected as a selling, general and administrative expense in our condensed consolidated statements of comprehensive income. The following table summarizes the estimated fair values of major classes of assets acquired and liabilities assumed at the Effective Date, based on our preliminary valuation assumptions, reconciled to the total consideration transferred. Assets (in millions) Cash and cash equivalents $ 66.4 Investments, including restricted investments 254.4 Premiums receivable, net 90.7 Pharmacy rebates receivable, net, and other current assets 56.2 Property, equipment and capitalized software, net 7.5 Goodwill 265.7 Other intangible assets, net 293.3 Assets of discontinued operations 219.6 Estimated fair value of total assets acquired $ 1,253.8 Liabilities Medical benefits payable 128.1 Deferred tax liabilities, net 57.9 Other liabilities 79.1 Liabilities of discontinued operations 218.7 Estimated fair value of liabilities assumed $ 483.8 Estimated fair value of net assets acquired $ 770.0 The estimate of fair value results from judgments about future events which reflect certain uncertainties and relies on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as intangible asset lives, can materially affect our operating results. We will finalize the Universal American purchase accounting for the various preliminary items as soon as reasonably possible during the measurement period. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of our purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed which could be material. As of the Effective Date, the expected fair value of all current assets and liabilities, as well as assets and liabilities of discontinued operations (refer to Note 13- Discontinued Operations for further discussion), approximated their historical cost. For certain noncurrent assets and liabilities, we have made preliminary fair value adjustments based on information reviewed through June 30, 2017. Significant fair value adjustments are noted as follows. Identifiable intangible assets acquired The following table summarizes the preliminary fair values and weighted average useful lives for identifiable intangible assets acquired in the Universal American acquisition which are subject to change as we finalize our purchase accounting. Gross Fair Value (in millions) Weighted Average Useful Life (in years) Membership $ 240.0 10.0 Tradenames 36.0 13.9 Provider network 9.5 15.0 Other 7.8 6.3 Total $ 293.3 10.5 We valued the acquired membership and tradename intangible assets using an income approach (discounted future cash flow analysis) based on our consideration of historical financial results and expected industry and market trends. We discounted the future cash flows by a weighted-average cost of capital based on an analysis of the cost of capital for comparable companies within our industry. We valued the acquired provider network using a cost approach, which utilizes cost assumptions applicable at the valuation date to determine the cost of constructing a similar asset. Our other intangible assets include acquired operating licenses and certain non-compete agreements, which were valued using a combination of income and cost approaches. We amortize the intangible assets over the period we expect these assets to contribute directly or indirectly to our future cash flows on a straight-line basis, which approximates the pattern of economic consumption over their estimated useful lives. Deferred taxes The purchase price allocation includes net deferred tax liabilities of $57.9 million , primarily relating to deferred tax liabilities established on the identifiable acquired intangible assets, partially offset by federal net operating losses and foreign tax credit carryforwards acquired in the Universal American transaction. Goodwill We recorded $265.7 million for the preliminary valuation of goodwill, assigned to our Medicare Health Plans reportable segment, for the excess of the purchase price over the estimated fair value of the net assets acquired. The recorded goodwill and other intangible assets related to the acquisition are not deductible for tax purposes. Universal American Convertible Notes In 2016, Universal American completed the offering of $115.0 million of their 4.00% Convertible Notes due 2021. The acquisition with WellCare constituted a “Make-Whole Fundamental Change” under the Original Indenture. During the three months ended June 30, 2017, all of the holders of the Convertible Notes elected to convert their notes into the right to receive cash equal to the par value of the notes plus a make whole premium. We paid the noteholders the amounts due and all of the notes were canceled prior to June 30, 2017. The fair value of the Convertible Notes was $145.3 million on the Effective Date and was included in the purchase consideration for the Universal American acquisition. Universal American Mandatorily Redeemable Preferred Shares In April 2011, Universal American issued an aggregate of $40.0 million of its Preferred Shares, representing 1,600,000 shares with a par value of $0.01 per share and a liquidation preference of $25.00 per share. During the three months ended June 30, 2017, the Preferred Shares were redeemed for $41.0 million , which includes the $40.0 million par value of the Preferred Shares and $1.0 million of accrued dividends. The $41.0 million redemption amount was included in purchase consideration for the Universal American acquisition. Condensed Consolidated Statement of Comprehensive Income We included the results of Universal American's operations after the Effective Date in our consolidated financial statements. The amount of revenue and pre-tax losses attributable to Universal American included in our condensed consolidated statement of comprehensive income was $235.1 million and $5.0 million , respectively, excluding the transaction and integration-related costs discussed below, for the three and six months ended June 30, 2017. We incurred transaction and integration-related costs of $25.6 million and $26.7 million during the three and six months ended June 30, 2017, respectively, related to the acquisition of Universal American. These costs include severance payments to former executives, advisory, legal and other professional fees that are reflected in selling, general and administrative ("SG&A") expense in our condensed consolidated statement of comprehensive income. Care1st Arizona Acquisition On December 31, 2016, we completed the acquisition of Care1st Arizona. The purchase price was approximately $163.8 million , inclusive of statutory capital and subject to certain adjustments. We included the results of Care1st Arizona's operations from the date of acquisition in our consolidated financial statements. As of June 30, 2017, Care1st Arizona served approximately 158,000 Medicaid members in Arizona, including the previously noted membership acquired from PHP. The preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date included total tangible assets of $169.9 million , primarily comprised of cash and cash equivalents, and total liabilities of $117.8 million . In addition, we recorded $24.0 million for the preliminary valuation of identified intangible assets, including acquired membership, provider networks and the Care1st tradename. We valued the acquired membership and tradename intangible assets using an income approach (discounted future cash flow analysis) based on our consideration of historical financial results and expected industry and market trends. We discounted the future cash flows by a weighted-average cost of capital based on an analysis of the cost of capital for comparable companies within our industry. We valued the acquired provider network using a cost approach, which utilizes cost assumptions applicable at the valuation date to determine the cost of constructing a similar asset. We amortize the intangible assets on a straight-line basis over the period we expect these assets to contribute directly or indirectly to our future cash flows. The weighted average amortization period for these intangible assets is 11.2 years . We recorded $87.7 million for the preliminary valuation of goodwill, assigned to our Medicaid segment, for the excess of the purchase price over the estimated fair value of the net assets acquired. The recorded goodwill and other intangible assets related to the Care1st Arizona acquisition are not deductible for tax purposes. Any necessary adjustments from our preliminary estimates of the allocation will be finalized within one year from the date of acquisition. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. Unaudited Pro Forma Financial Information The results of operations and financial condition for our 2017 and 2016 acquisitions have been included in our condensed consolidated financial statements since the respective acquisition dates. The unaudited pro forma financial information presented below reflects all of our 2017 and 2016 acquisitions, including PHP, Universal American, Care1st Arizona and our June 2016 acquisition of certain assets of Advicare Corp., assuming the acquisitions occurred as of January 1, 2016. These pro forma results are based on estimates and assumptions, and do not reflect any anticipated synergies, efficiencies or other cost savings that we expect to realize from the acquisitions. The following unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that would have occurred had the acquisitions actually consummated at January 1, 2016, or project the future results of the combined company. Pro Forma- unaudited Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2017 2016 2017 2016 Total revenues $ 4,690.8 $ 4,103.3 $ 8,415.1 $ 8,137.6 Net income $ 92.6 $ 110.5 $ 151.8 $ 148.7 Earnings per common share: Basic $ 2.08 $ 2.50 $ 3.42 $ 3.36 Diluted $ 2.06 $ 2.48 $ 3.38 $ 3.34 The pro forma results presented in the schedule above include adjustments related to the following purchase accounting and other acquisition-related costs: • Elimination of historical intangible asset amortization expense and addition of amortization expense based on the current preliminary values of identified intangible assets; • Elimination of interest expense associated with retired Universal American obligations; • Elimination of transaction and integration-related costs; • Elimination of Universal American discontinued operations; • Adjustments to align the acquisitions to our accounting policies; and • Tax effects of the adjustments noted above. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2017 | |
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. We allocate premium revenue, medical benefits expense, the ACA industry fee incurred in 2016 and goodwill 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. The Company's decision makers primarily use premium revenue, medical benefits expense and gross margin to evaluate the performance of our reportable segments. 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 Long-Term Services and Supports ("LTSS") 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 income exceeds the applicable income thresholds. The LTSS 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 For the Six Months Ended 2017 2016 2017 2016 Kentucky 15% 18% 16% 18% Florida 15% 17% 15% 17% Georgia 10% 11% 10% 11% 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 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. 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 Reportable operating segments are defined as components of an enterprise for which discrete financial information is available and evaluated on a regular basis by the enterprise's decision-makers to determine how resources should be allocated to an individual segment and to assess performance of those segments. Accordingly, we have three reportable segments: Medicaid Health Plans, Medicare Health Plans and Medicare PDPs. A summary of financial information for our reportable segments through the gross margin level and reconciliation to income before income taxes is presented in the table below. For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 (in millions) Premium revenue: Medicaid Health Plans $ 2,751.4 $ 2,378.4 $ 5,335.6 $ 4,690.1 Medicare Health Plans 1,316.6 987.5 2,411.3 1,961.6 Medicare PDPs 225.6 224.7 493.7 474.9 Total premium revenue 4,293.6 3,590.6 8,240.6 7,126.6 Medical benefits expense: Medicaid Health Plans 2,386.9 1,988.1 4,697.5 3,990.0 Medicare Health Plans 1,136.9 831.9 2,045.1 1,656.1 Medicare PDPs 195.2 168.9 455.0 404.7 Total medical benefits expense 3,719.0 2,988.9 7,197.6 6,050.8 ACA industry fee expense: Medicaid Health Plans — 36.7 — 73.3 Medicare Health Plans — 16.1 — 32.3 Medicare PDPs — 4.1 — 8.3 Total ACA industry fee expense — 56.9 — 113.9 Gross margin Medicaid Health Plans 364.5 353.6 638.1 626.8 Medicare Health Plans 179.7 139.5 366.2 273.2 Medicare PDPs 30.4 51.7 38.7 61.9 Total gross margin 574.6 544.8 1,043.0 961.9 Investment and other income 11.4 3.8 18.6 8.3 Other expenses (1) (444.1 ) (341.9 ) (816.5 ) (674.6 ) Income from operations $ 141.9 $ 206.7 $ 245.1 $ 295.6 (1) Other expenses include selling, general and administrative expenses, Medicaid premium taxes, depreciation and amortization and interest. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2017 | |
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 For the Six Months Ended 2017 2016 2017 2016 Weighted-average common shares outstanding — basic 44,498,610 44,260,767 44,432,299 44,212,984 Dilutive effect of outstanding stock-based compensation awards 435,441 289,188 448,058 308,871 Weighted-average common shares outstanding — diluted 44,934,051 44,549,955 44,880,357 44,521,855 Anti-dilutive stock-based compensation awards excluded from computation 3,091 851 3,641 29,126 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Asset-backed securities $ 39.8 $ — $ — $ 39.8 Commercial mortgage-backed securities 6.4 — — 6.4 Corporate debt securities 339.5 1.1 (0.3 ) 340.3 Preferred equity securities 6.4 — — 6.4 Municipal securities 126.9 0.9 (1.5 ) 126.3 Residential mortgage-backed securities 14.4 — — 14.4 Short-term time deposits 300.4 — — 300.4 Government and agency obligations 24.2 — — 24.2 Other securities 57.8 — (0.1 ) 57.7 Total $ 915.8 2.0 $ 2.0 $ (1.9 ) $ 915.9 December 31, 2016 Asset backed securities $ 3.3 $ — $ — $ 3.3 Corporate debt securities 67.2 — — 67.2 Municipal securities 53.7 0.1 (1.5 ) 52.3 Government and agency obligations 1.0 — — 1.0 Other securities 57.8 — (0.1 ) 57.7 Total $ 183.0 $ 0.1 $ (1.6 ) $ 181.5 Contractual maturities of available-for-sale securities at June 30, 2017 are as follows: Total Within 1 Year 1 Through 5 Years 5 Through 10 Years Thereafter Asset backed securities $ 39.8 $ 3.9 $ 35.7 $ 0.2 $ — Commercial mortgage-backed securities 6.4 1.1 2.2 3.1 — Corporate debt securities 340.3 124.1 137.7 68.5 10.0 Municipal securities 126.3 24.6 57.7 29.4 14.6 Residential mortgage-backed securities 14.4 — 3.9 10.5 — Short term time deposits 300.4 300.4 — — — Government and agency obligations 24.2 0.1 17.2 6.9 — Other securities 57.7 57.7 — — — $ 909.5 $ 511.9 $ 254.4 $ 118.6 $ 24.6 Actual maturities may differ from contractual maturities due to the exercise of pre-payment options. Preferred equity securities may be redeemed at the option of the issuer. We sold available-for-sale investments totaling $74.7 million and $1.7 million during the three months ended June 30, 2017 and 2016, respectively, and $82.9 million and $3.9 million , during the six months ended June 30, 2017 and 2016, respectively. Realized gains and losses resulting from these sales were not material for any of the periods presented. Additionally, we did not realize any OTTI during any of these periods. |
RESTRICTED INVESTMENTS
RESTRICTED INVESTMENTS | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Cash $ 3.7 $ — $ — $ 3.7 Money market funds 58.6 — — 58.6 U.S. government securities and other 151.6 — (0.3 ) 151.3 $ 213.9 $ — $ (0.3 ) $ 213.6 December 31, 2016 Cash $ 92.1 $ — $ — $ 92.1 Money market funds 67.8 — — 67.8 U.S. government securities and other 74.5 — (0.1 ) 74.4 $ 234.4 $ — $ (0.1 ) $ 234.3 Realized gains and losses on sales and redemptions of restricted investments were not material for the three and six months ended June 30, 2017 and 2016. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Our Compensation Committee awards certain equity-based compensation under our stock plans, including restricted stock units ("RSUs"), performance stock units ("PSUs") and market stock units ("MSUs"). Compensation expense related to our stock-based compensation awards was $13.9 million and $8.5 million for the three months ended June 30, 2017 and 2016, respectively, and $23.5 million and $15.0 million for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017 , there was $72.9 million of unrecognized compensation cost related to unvested stock-based compensation arrangements that is expected to be recognized over a weighted-average period of 2.1 years . The unrecognized compensation cost for certain of our PSUs, which are subject to variable accounting, was determined based on our closing common stock price of $179.56 as of June 30, 2017 and amounted to approximately $24.1 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 RSU, PSU and MSU award activity, at target, for the six months ended June 30, 2017 , is presented in the table below. For our PSUs and MSUs, shares attained over target upon vesting are reflected as awards granted during the period, while shares canceled due to vesting below target are reflected as awards forfeited during the period. RSUs PSUs MSUs Total Outstanding as of January 1, 2017 275,926 471,852 85,910 833,688 Granted 132,261 230,985 36,009 399,255 Vested (115,850 ) (117,809 ) (74,471 ) (308,130 ) Forfeited (5,063 ) (12,793 ) (1,423 ) (19,279 ) Outstanding as of June 30, 2017 287,274 572,235 46,025 905,534 The weighted-average grant-date fair value of all equity awards granted during the six months ended June 30, 2017 was $144.36 . Refer to Note 2 - Summary of Significant Accounting Policies and Note 15 - Stock-based Compensation to the Consolidated Financial Statements included in our 2016 Form 10-K for additional information regarding our equity-compensation awards and related compensation cost measurement. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | GOODWILL AND OTHER INTANGIBLE ASSETS, NET A summary of changes in our goodwill by reportable segment is as follows for 2017: Medicaid Health Plans Medicare Health Plans Total Balance as of December 31, 2016 (1) 282.1 110.4 392.5 Acquired goodwill (2) 8.3 265.7 274.0 Measurement period adjustments (1) (15.0 ) — $ (15.0 ) Balance as of June 30, 2017 $ 275.4 $ 376.1 $ 651.5 (1) Medicaid Health Plans goodwill, as of December 31, 2016, includes approximately $102.7 million of goodwill resulting from our acquisition of Care1st Arizona effective on December 31, 2016. During the six months ended June 30, 2017, we reallocated $24.0 million of this goodwill to identifiable intangible assets, net of a $9.0 million corresponding deferred tax liability, based on our preliminary valuation of these assets. Refer to Note 2 – Acquisitions for additional discussion of the Care1st Arizona transaction. (2) Goodwill related to our 2017 acquisitions is considered preliminary, pending the final allocation of the applicable purchase price. Refer to Note 2 – Acquisitions for additional discussion of our 2017 acquisitions. Other intangible assets and the related weighted-average amortization periods as of June 30, 2017 and December 31, 2016 , are as follows: June 30, 2017 December 31, 2016 Weighted Average Amortization Period (In Years) Gross Carrying Amount Accumulated Amortization Other Intangibles, Net Gross Carrying Amount Accumulated Amortization Other Intangibles, Net Provider networks 15.0 $ 27.3 $ (4.3 ) $ 23.0 $ 8.4 $ (3.7 ) $ 4.7 Licenses and permits 13.6 7.1 (3.8 ) 3.3 5.1 (3.6 ) 1.5 Trademarks and tradenames 10.7 53.3 (11.2 ) 42.1 11.4 (9.8 ) 1.6 Membership and state contracts 10.5 347.6 (38.5 ) 309.1 94.3 (29.8 ) 64.5 Other 5.6 10.0 (3.0 ) 7.0 4.2 (2.4 ) 1.8 Total other intangible assets (1) 10.7 $ 445.3 $ (60.8 ) $ 384.5 $ 123.4 $ (49.3 ) $ 74.1 We recorded amortization expense of $8.3 million and $11.5 million for the three and six months ended June 30, 2017, respectively, compared with $2.6 million and $5.1 million for the same periods in 2016. The increase is primarily driven by the previously noted 2017 and 2016 acquisitions, discussed in Note 2 – Acquisitions. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table summarizes our outstanding debt obligations and their classification in the accompanying Condensed Consolidated Balance Sheets (in millions): June 30, 2017 December 31, 2016 Long-term debt, net: 5.25% Senior Notes, due April 1, 2025 $ 1,200.0 $ — 5.75% Senior Notes, due November 15, 2020 (1) — 909.6 Revolving Credit Facility — 100.0 Debt issuance costs (19.2 ) (12.0 ) Total long-term debt, net $ 1,180.8 $ 997.6 (1) Inclusive of $9.6 million of unamortized debt premium at December 31, 2016. 5.25% Senior Notes due 2025 On March 22, 2017, we completed the offering and sale of 5.25% senior notes due 2025 in the aggregate principal amount of $1,200.0 million (the “2025 Notes”). The aggregate net proceeds from the issuance of the 2025 Notes were $1,182.2 million , with a portion of the net proceeds from the offering being used to repay the $100.0 million outstanding under our credit agreement dated January 8, 2016 (the "Credit Agreement", discussed further below) and to redeem the full $900.0 million aggregate principal amount of our 5.75% Senior Notes due 2020 (the "2020 Notes") on April 7, 2017, which is discussed further below. The remaining net proceeds from the offering of the 2025 Notes are being used for general corporate purposes, including organic growth and working capital. The 2025 Notes will mature on April 1, 2025, and will bear interest at a rate of 5.25% per annum, payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2017. The 2025 Notes were issued under an indenture, dated as of March 22, 2017 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of March 22, 2017 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Company and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”), as trustee. The Indenture under which the notes were issued contains covenants that, among other things, limit our ability and the ability of our subsidiaries under certain circumstances 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 restricted subsidiaries to pay dividends or make other payments, and in the case of our subsidiaries, guarantee indebtedness; • engage in transactions with affiliates; and • create unrestricted subsidiaries. In addition, the Indenture requires that for the company to merge, consolidate or sell all or substantially all of its assets, (i) either the company must be the surviving entity, or the surviving entity or purchaser must be a U.S. entity; (ii) the surviving entity or purchaser must assume all the obligations of the company under the notes and the Indenture; (iii) no default or event of default (as defined under the Indenture) exits and (iv) the surviving entity, after giving pro forma effect to the transaction, (x) may incur at least $1.00 of additional indebtedness pursuant to the fixed charge coverage ratio or (y) have a fixed charge coverage ratio that is no worse than the fixed charge coverage ratio of the Company without giving pro forma effect to the transactions. Ranking and Optional Redemption The 2025 Notes are senior obligations of our company and rank equally in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness. In addition, the 2025 Notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries (unless our subsidiaries become guarantors of the 2025 Notes). At any time prior to April 1, 2020, we may, on any one or more occasions redeem up to 40% of the aggregate principal amount of 2025 Notes at a redemption price equal to 105.250% of the principal amount of the 2025 Notes redeemed, plus accrued and unpaid interest, if any, with the net cash proceeds of an equity offering by the Company; provided that: (1) at least 60% of the aggregate principal amount of 2025 Notes issued under the Indenture (including any additional Senior Notes, but excluding Senior Notes held by the Company or its subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such equity offering. At any time prior to April 1, 2020, we may on any one or more occasions redeem all or a part of the 2025 Notes, at a redemption price equal to 100% of the principal amount of the 2025 Notes redeemed, plus the Applicable Premium, as defined in the Indenture. Except pursuant to the preceding two paragraphs, the 2025 Notes will not be redeemable at our option prior to April 1, 2020. On or after April 1, 2020, we may on any one or more occasions redeem all or a part of the 2025 Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2025 Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on November 15 of the years indicated below, subject to the rights of holders of 2025 Notes on the relevant record date to receive interest due on the relevant interest payment date: Period Redemption Price 2020 103.938 % 2021 102.625 % 2022 101.313 % 2023 and thereafter 100.000 % The 2025 Notes are classified as long-term debt in our Condensed Consolidated Balance Sheet at June 30, 2017, based on their April 2025 maturity date. 5.75% Senior Notes due 2020 In November 2013, we issued $600.0 million in aggregate principal amount of our 2020 Notes. In June 2015, we issued an additional $300.0 million of 2020 Notes, pursuant to a reopening of such notes. Refer to Note 10 - Debt to the Consolidated Financial Statements included in our 2016 Form 10-K for additional information regarding these 2020 Notes. On April 7, 2017, we redeemed the full $900.0 million in aggregate principal amount outstanding of our 2020 Notes at a redemption price of 102.875% of the principal amount, plus accrued and unpaid interest. Our obligations under the related base indenture and supplemental indenture, each dated as of November 14, 2013, by and among us and BNY Mellon, as trustee, were satisfied and discharged on April 7, 2017. In connection with the redemption and repurchase of the 2020 Notes, we incurred a one-time loss on extinguishment of debt of approximately $25.9 million related to the redemption premium, the write-off of associated deferred financing costs and the write-off of the unamortized portion of associated premiums paid on the 2020 Notes. The loss on extinguishment of debt is reflected in our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2017. Credit Agreement In January 2016, we entered into the Credit Agreement, which provides for a senior unsecured revolving loan facility (the "Revolving Credit Facility"), which had an initial aggregate principal amount at any time outstanding not to exceed $850.0 million . On March 22, 2017, we increased the aggregate principal amount available under our Credit Agreement from $850.0 million to $1.0 billion . In March 2017, we repaid the $100.0 million outstanding under our Revolving Credit Facility, and as a result, there were no borrowings outstanding under the Revolving Credit Facility as of June 30, 2017. Refer to Note 10 - Debt to the Consolidated Financial Statements included in our 2016 Form 10-K for additional information regarding the Credit Agreement, including applicable covenants. As of June 30, 2017 , and the date of this filing, we were in compliance with all covenants under the 2025 Notes and the Credit Agreement. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
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, including our current portion of 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 2016 Form 10-K. Recurring Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis at June 30, 2017 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 $ 39.8 $ — $ 39.8 $ — Commercial mortgage backed securities 6.4 — 6.4 — Corporate debt securities 340.3 — 340.3 — Preferred equity securities 6.4 — 6.4 — Municipal securities 126.3 — 114.0 12.3 Residential mortgage-backed securities 14.4 — 14.4 — Short-term time deposits 300.4 — 300.4 — Government and agency obligations 24.2 24.2 — — Other securities 57.7 57.7 — — Total investments $ 915.9 $ 81.9 $ 821.7 $ 12.3 Restricted investments: Cash $ 3.7 $ 3.7 $ — $ — Money market funds 58.6 58.6 — — U.S. government securities and other 151.3 151.3 — — Total restricted investments $ 213.6 $ 213.6 $ — $ — Assets and liabilities measured at fair value on a recurring basis at December 31, 2016 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 $ 3.3 $ — $ 3.3 $ — Corporate debt securities 67.2 — 67.2 — Municipal securities 52.3 — 39.9 12.4 Government and agency obligations 1.0 1.0 — — Other securities 57.7 57.7 — — Total Investments $ 181.5 $ 58.7 $ 110.4 $ 12.4 Restricted investments: Cash $ 92.1 $ 92.1 $ — $ — Money market funds 67.8 67.8 — — U.S. government securities and other 74.4 74.2 0.2 — Total restricted investments $ 234.3 $ 234.1 $ 0.2 $ — The following table presents the carrying value and fair value of our long-term debt (including our current portion of long-term debt) outstanding as of June 30, 2017 and December 31, 2016 : Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Long-term debt - June 30, 2017 $ 1,180.8 $ 1,262.1 $ — $ — Long-term debt - December 31, 2016 997.6 927.0 96.2 — The fair values of our 2025 and 2020 Notes were determined based on quoted market prices; therefore, would be classified within Level 1 of the fair value hierarchy. The fair value of obligations outstanding under our Revolving Credit Facility, as of December 31, 2016, 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; therefore, would be classified within Level 2 of the fair value hierarchy. There were no borrowings outstanding under our Revolving Credit Facility as of June 30, 2017. The following table presents the changes in the fair value of our Level 3 auction rate securities for the three and six months ended June 30, 2017 and 2016. For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 Balance at beginning of period $ 12.4 $ 31.2 $ 12.4 $ 31.7 Realized gains (losses) in earnings — — — — Unrealized gains (losses) in other comprehensive income — (0.6 ) — (1.1 ) Purchases, sales and redemptions (0.1 ) — (0.1 ) — Net transfers in or (out) of Level 3 — — — — Balance at end of period $ 12.3 $ 30.6 $ 12.3 $ 30.6 |
MEDICAL BENEFITS PAYABLE
MEDICAL BENEFITS PAYABLE | 6 Months Ended |
Jun. 30, 2017 | |
MEDICAL BENEFITS PAYABLE [Abstract] | |
MEDICAL BENEFITS PAYABLE | MEDICAL BENEFITS PAYABLE A reconciliation of the beginning and ending balances of medical benefits payable, by segment, is as follows: Medicaid Health Plans Medicare Health Plans Medicare PDPs Consolidated For the six months ended June 30, 2017 2016 2017 2016 2017 2016 2017 2016 Beginning balance $ 1,135.8 $ 1,040.2 $ 510.0 $ 473.9 $ 44.7 $ 21.9 $ 1,690.5 $ 1,536.0 Acquisitions — — 128.1 — — — 128.1 — Medical benefits incurred related to: Current year 4,866.4 4,151.9 2,133.2 1,683.6 517.7 414.5 7,517.3 6,250.0 Prior years (168.9 ) (161.9 ) (88.1 ) (27.5 ) (62.7 ) (9.8 ) (319.7 ) (199.2 ) Total 4,697.5 3,990.0 2,045.1 1,656.1 455.0 404.7 7,197.6 6,050.8 Medical benefits paid related to: Current year (3,838.2 ) (3,349.3 ) (1,682.7 ) (1,263.4 ) (483.7 ) (380.4 ) (6,004.6 ) (4,993.1 ) Prior years (725.6 ) (642.6 ) (300.7 ) (323.7 ) 19.1 (8.7 ) (1,007.2 ) (975.0 ) Total (4,563.8 ) (3,991.9 ) (1,983.4 ) (1,587.1 ) (464.6 ) (389.1 ) (7,011.8 ) (5,968.1 ) Ending balance $ 1,269.5 $ 1,038.3 $ 699.8 $ 542.9 $ 35.1 $ 37.5 $ 2,004.4 $ 1,618.7 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"). At June 30, 2017, consolidated IBNR plus expected development on reported claims was $1.4 billion , primarily related to the current year. 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. Our consolidated medical benefits payable developed favorably by approximately $319.7 million and $199.2 million for the six months ended June 30, 2017 and 2016, respectively. The release of the provision for moderately adverse conditions included in our prior year estimates was substantially offset by the provision for moderately adverse conditions established for claims incurred in the current year. Accordingly, the favorable development in our estimate of medical benefits payable related to claims incurred in prior years does not directly correspond to a decrease in medical benefits expense recognized during the current or prior period. Excluding the prior year development related to the release of the provision for moderately adverse conditions, our estimates of consolidated medical benefits payable developed favorably by approximately $178.8 million and $99.1 million for the six months ended June 30, 2017 and 2016, respectively. Such amounts are net of the development relating to refunds due to government customers with minimum loss ratio provisions. Our Universal American acquisition in April 2017 resulted in an increase to medical benefits payable as of the Effective Date of $128.1 million . See Note 2- Acquisitions , for additional information on the Universal American acquisition. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our effective income tax rate was 35.4% and 35.1% for the three and six months ended June 30, 2017, respectively, and 56.1% and 56.5% for the three and six months ended June 30, 2016, respectively. The decline in our effective rate was primarily driven by the one-year moratorium on the non-deductible ACA industry fee for 2017, higher excess tax benefits resulting from the settlement of stock-compensation awards in 2017 and the favorable effect of the recognition of certain previously unrecognized tax benefits during the three months ended June 30, 2017, discussed below. 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 ("IRC") section 162(m)(6). We believe there is support that the deduction limitations do not apply to the Company and we have reflected deductions totaling $22.2 million , gross before the effect of taxes, for such compensation during the six months ended June 30, 2017 . 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 for certain periods. Therefore, we recognized cumulative liabilities for unrecognized tax benefits amounting to $24.7 million and $22.2 million at June 30, 2017 and December 31, 2016 , respectively. During April 2017, the IRS completed its audit of our 2015 consolidated income tax return, which effectively settled the 2015 tax year. Accordingly, we recognized $5.0 million of previously unrecognized tax benefits during the three and six months ended June 30, 2017, which had the effect of reducing our effective tax rate. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On August 3, 2016, our subsidiary, Universal American, completed the sale of its Traditional Insurance business prior to our acquisition of Universal American. This was accomplished by selling two life insurance subsidiaries, while retaining ownership of a third life insurance subsidiary, American Progressive Life & Health Insurance of New York ("Progressive"). The sale of the Traditional Insurance business underwritten by Progressive was accomplished through a 100% quota-share reinsurance treaty with a wholly-owned subsidiary of Nassau Re, that, when considered in combination with other reinsurance transactions previously entered into, resulted in the reinsurance of all of the Traditional Insurance policies that were underwritten by Progressive. Accordingly, the discontinued Traditional Insurance business did not materially affect our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2017. In accordance with ASC 360-10, Property, Plant and Equipment and ASC 205-20, Presentation of Financial Statements—Discontinued Operations , the Traditional Insurance business has been reported in discontinued operations in this Form 10-Q for the quarterly period ended June 30, 2017 . The following table summarizes the total assets and liabilities of our discontinued operations: June 30, 2017 April 28, 2017 (in millions) Assets Cash and cash equivalents $ 0.3 $ 0.8 Investments 47.2 47.7 Reinsurance recoverables 170.3 170.4 Other assets 0.2 0.7 Total Assets $ 218.0 $ 219.6 Liabilities Reserves and other policy liabilities $ 153.3 $ 153.3 Other liabilities 64.7 65.4 Total liabilities 218.0 218.7 Progressive's traditional insurance products are reinsured under quota share coinsurance treaties with unaffiliated insurers, while the life insurance risks are reinsured under either quota share coinsurance or yearly-renewable term treaties with unaffiliated insurers. Under quota share coinsurance treaties, we pay the reinsurer an agreed upon percentage of all premiums and the reinsurer reimburses us that same percentage of any losses. In addition, the reinsurer pays us certain allowances to cover commissions, the cost of administering the policies and premium taxes. Under yearly-renewable term treaties, the reinsurer receives premiums at an agreed upon rate for its share of the risk on a yearly-renewable term basis. We also use excess of loss reinsurance agreements for certain policies whereby we limit our loss in excess of specified thresholds. We evaluate the financial condition of our Traditional Insurance reinsurers and monitor concentrations of credit risk to minimize our exposure to significant losses from reinsurer insolvencies. We are obligated to pay claims in the event that a reinsurer to whom we have ceded an insured claim fails to meet its obligations under the reinsurance agreement. We are not aware of any instances where any of our reinsurers have been unable to pay any policy claims on any reinsured business. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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 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 federal 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 appellate court affirmed the convictions in August 2016. Mr. Farha filed a petition for a writ of certiorari to the United States Supreme Court in January 2017. In April 2017, the United States Supreme Court declined to hear the appeal by Mr. Farha. The fifth individual, Mr. Bereday, entered a guilty plea in June 2017 in connection with the federal criminal charges, which was accepted by the court in July 2017. Mr. Bereday is expected to be sentenced in mid-November. We have also previously advanced legal fees and related expenses to these five individuals regarding: a dispute 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"); an action by the Commission filed in January 2012 against three of the five individuals, Messrs. Farha, Behrens and Bereday, and a qui tam action against Messrs. Farha, Behrens and Bereday in federal court. 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. Pursuant to the settlement agreements described below, Messrs. Farha and Behrens were dismissed from the federal court and state derivative actions. Pursuant to the settlement agreement with Mr. Bereday described below, Mr. Bereday will be dismissed from the federal and state derivate actions and the fee advancement case in Delaware Chancery Court. The Commission action and the qui tam action are currently stayed. In April 2017, the Commission and Mr. Farha entered into a consent judgment to pay $12.5 million to the Commission and $7.5 million to us. In April 2017, the Commission and Mr. Behrens also entered into a consent judgment to pay $4.5 million to the Commission and $1.5 million to us. In addition, we have advanced a portion of the legal fees and related expenses to Mr. Farha in connection with lawsuits he filed in Delaware and Florida state court to have certain restrictions lifted on WellCare stock purportedly awarded to him during his employment with us. The Delaware and Florida state court matters have been dismissed. In September 2016, we entered into a settlement agreement with Mr. Farha pursuant to which he paid us $7.5 million , as referenced in the April 2017 consent judgment with the Commission, and we agreed that we would not seek to recover additional legal fees previously advanced related to these matters, and that our obligation to continue advancing fees would be limited to no more than an additional $7.5 million . We also have advanced a portion of the legal fees and related expenses to Mr. Behrens in connection with his lawsuit in Delaware state court to have certain restrictions lifted on WellCare stock purportedly awarded to him during his employment with WellCare, which the court dismissed. In October 2016, we also entered into a settlement agreement with Mr. Behrens pursuant to which he paid us $1.5 million , as referenced in the April 2017 consent judgment with the Commission, and we agreed that we would not seek to recover additional legal fees previously advanced in connection with these matters, and that our obligation to continue advancing fees would be limited to no more than an additional $1.5 million . In June 2017, we entered into a settlement agreement with Mr. Bereday that became effective in July 2017, pursuant to which we agreed that we would not seek to recover legal fees previously advanced in connection with these matters, and that our obligation to continue advancing fees would be limited to no more than an additional $2.5 million . In connection with these matters, we have advanced to the five individuals cumulative legal fees and related expenses of approximately $235.3 million from the inception of the investigations through June 30, 2017 . We incurred $3.0 million and $4.3 million of these fees and related expenses during the three months ended June 30, 2017 and 2016, respectively, and $5.5 million and $9.7 million during the six months ended June 30, 2017 and 2016, respectively. These fees are not inclusive of the amounts recovered from Mr. Farha and Mr. Behrens discussed above. 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 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. 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, protests and appeals related to Medicaid procurement awards, wage and hour claims and other employment claims, claims for indemnification and appraisal rights under purchase agreements, 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 these 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 of these 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. |
ORGANIZATION, BASIS OF PRESEN21
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated balance sheets and statements of comprehensive income, changes in stockholders' equity, and cash flows include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. 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 are 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, 2016 , included in our Annual Report on Form 10-K ("2016 Form 10-K"), which was filed with the U.S. Securities and Exchange Commission ("SEC") in February 2017. 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. |
Reclassifications | Certain reclassifications were made to 2016 financial information to conform to the 2017 presentation. |
Medicare Part D Settlements | We receive certain Part D prospective subsidy payments from the Centers for Medicare & Medicaid Services ("CMS") for our MA and PDP members as a fixed monthly per member amount, based on the estimated costs of providing prescription drug benefits over the plan year, as reflected in our bids. A discussion of the subsidy components under Part D is included in Note 2- Summary of Significant Accounting Policies to the Consolidated Financial Statements included in our 2016 Form 10-K. CMS will fully reimburse these subsidies, or recoup overpaid subsidies made during the plan year, as part of its annual settlement process that occurs in the fourth quarter of the subsequent year and, accordingly, there is no insurance risk to us. Therefore, amounts received for these subsidies are not considered premium revenue, and are reported, net of the subsidy benefits paid, as Funds receivable (payable) for the benefit of members in the condensed consolidated balance sheets. As of June 30, 2017 , our condensed consolidated balance sheet includes a CMS Part D payable for the 2017 plan year, which includes a $378.9 million advance receipt of July 2017 CMS Medicare subsidy payments in June 2017. Our condensed consolidated balance sheet as of June 30, 2017 also includes a CMS Part D payable for the 2016 plan year, as well as a net receivable relating to plan years prior to 2016. Both the 2017 and 2016 payables are reflected within current liabilities in Funds payable for the benefit of members. As of December 31, 2016, our condensed consolidated balance sheet included a CMS Part D payable primarily related to the 2016 plan year, as well as a net receivable relating to plan years prior to 2016. |
Premium Receivable and Unearned Premiums | We record premiums earned but not received as premiums receivable and record premiums received in advance of the period of service as unearned premiums in the condensed consolidated balance sheets. |
ACA Industry Fee | The ACA imposed certain new taxes and fees, including an annual premium-based health insurance industry assessment (the "ACA industry fee") on health insurers, which began in 2014. In December 2015, President Obama signed the Consolidated Appropriations Act, 2016 which, among other provisions, included a one-year moratorium on the ACA industry fee for 2017, and, as a result, eliminated the associated Medicaid ACA industry fee reimbursements from our state government partners. |
Accounting Standards Recently Adopted and Pending Adoption | Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, " Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ". This update eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. As a result, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We adopted this guidance prospectively on January 1, 2017. The adoption of this guidance did not have a material effect on our consolidated results of operations, financial condition or cash flows. In October 2016, the FASB issued ASU 2016-17, “ Consolidation (Topic 810). ” This update changes how a reporting entity evaluates consolidation, including whether an entity is considered a variable interest entity, determination of the primary beneficiary and how related parties are considered in the analysis. We adopted this guidance effective January 1, 2017. The adoption of this guidance did not have a material effect on our consolidated results of operations, financial condition or cash flows. In March 2016, the FASB issued ASU 2016-07, " Simplifying the Transition to the Equity Method of Accounting, " which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Instead, the equity method of accounting should be applied prospectively from the date significant influence is obtained. Investors should add the cost of acquiring the additional interest in the investee (if any) to the current basis of their previously held interest. The new standard should be applied prospectively for investments that qualify for the equity method of accounting after the effective date. We adopted this guidance effective January 1, 2017. The adoption of this guidance did not have a material effect on our consolidated results of operations, financial condition or cash flows. Accounting Standards Pending Adoption In May 2017, the FASB issued ASU 2017-09, " Compensation-Stock Compensation (Topic 718) - Scope of Modification Accounting " . This guidance addresses which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting pursuant to Topic 718. An entity should account for the effects of a modification unless (a) the fair value of the modified award is the same as the fair value of the original award, (b) the vesting conditions of the modified award are the same as the vesting conditions of the original award and (c) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in this guidance should be applied prospectively for public business entities effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. As this standard requires prospective application, the effect to our consolidated financial statements will depend on the terms of our future award modifications. In April 2017, the FASB issued ASU No. 2017-08, " Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities ". This update shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Currently, entities generally amortize the premium as a yield adjustment over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount. This guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the effect this guidance will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805): Clarifying the Definition of a Business. ” The amendments in this update provide guidance to assist entities with evaluating when a group of transferred assets and activities (collectively referred to as a "set") is a business. This new guidance provides for a "screen", which requires a determination that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen's threshold is not met, a set cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output, eliminating the evaluation of whether a market participant could replace missing elements. This guidance is effective for prospective business combinations for public entities for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. As this standard requires prospective application, the effect on our consolidated financial statements will depend on the terms of our future business combinations. In August 2016, the FASB issued ASU 2016-15, " Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments (Topic 230) ." This update targets eight specific areas to clarify how these cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for public entities for interim and annual periods beginning after December 15, 2017, with early adoption permitted. We are currently assessing the effect this guidance will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, " Financial Instruments – Credit Losses (Topic 326), " which requires entities to use a current expected credit loss model, which is a new impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. We are currently assessing the effect this guidance will have on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842), " which for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments in its balance sheet. This standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this guidance to have a material effect on our results of operations or cash flows. The effect of ASU 2016-02 on our consolidated financial position will be based on leases outstanding at the time of adoption. In January 2016, the FASB issued ASU 2016-01, " Financial Instrument - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, " which requires entities to measure equity securities that are not consolidated or accounted for under the equity method at fair value through net income. This amendment also simplifies the impairment test of equity investments without readily determinable fair values. This guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted in certain circumstances. We are currently assessing the effect this guidance will have on our consolidated financial statements. 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. Given that substantially all of our revenues are derived from insurance contracts accounted for in accordance with ASC 944, Financial Services-Insurance , which are specifically excluded from the scope of ASU 2014-09, we do not anticipate this guidance will have a material effect on our consolidated results of operations, financial condition or cash flows. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Fair Value of Consideration Transferred in Acquisition | The fair value at the Effective Date of the consideration transferred in the Universal American acquisition consisted of the following: (in millions) Number of shares of Universal American common stock outstanding on April 28, 2017 (57.1 million) multiplied by the Per Share Merger Consideration $ 570.8 Assumed debt (a) 145.3 Repurchase of Preferred Shares (b) 41.0 Stock-based award cash consideration (c) 12.9 Total consideration transferred $ 770.0 (a) Following the consummation of the Universal American transaction, all of the holders of Universal American's 4.00% convertible senior notes (the "Convertible Notes") elected to convert their notes into the right to receive cash equal to the par value of the notes plus a make whole premium. We paid the noteholders the amounts due and all of the Convertible Notes were canceled prior to June 30, 2017. The fair value of the Convertible Notes was determined based on quoted market prices; therefore, have been classified within Level 1 of the fair value hierarchy. See Universal American Convertible Notes below for further discussion of the repurchase of the Convertible Notes. (b) On the Effective Date, we redeemed an aggregate of $40.0 million of Universal American's Preferred Shares, which became redeemable by the holders on April 28, 2017 due to certain change in control provisions for the Preferred Shares. We redeemed the Preferred Shares for $41.0 million, which includes the $40.0 million par value of the Preferred Shares and $1.0 million of accrued dividends. See Universal American Mandatorily Redeemable Preferred Shares below for further discussion of the redemption of the Preferred Shares. (c) Pursuant to the terms of the Universal American acquisition, outstanding vested and unvested stock-based compensation awards as of the Effective Date converted to the right to receive cash. We estimated the fair value of these awards at the Effective Date and attributed that fair value to pre-acquisition and post-acquisition services in accordance with GAAP. Accordingly, $12.9 million of the fair value of these awards was attributed to pre-acquisition services and is included in the estimated consideration transferred, and approximately $20.0 million has been, or will be, included in our post-acquisition financial statements as compensation costs and reflected as a selling, general and administrative expense in our condensed consolidated statements of comprehensive income. |
Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of major classes of assets acquired and liabilities assumed at the Effective Date, based on our preliminary valuation assumptions, reconciled to the total consideration transferred. Assets (in millions) Cash and cash equivalents $ 66.4 Investments, including restricted investments 254.4 Premiums receivable, net 90.7 Pharmacy rebates receivable, net, and other current assets 56.2 Property, equipment and capitalized software, net 7.5 Goodwill 265.7 Other intangible assets, net 293.3 Assets of discontinued operations 219.6 Estimated fair value of total assets acquired $ 1,253.8 Liabilities Medical benefits payable 128.1 Deferred tax liabilities, net 57.9 Other liabilities 79.1 Liabilities of discontinued operations 218.7 Estimated fair value of liabilities assumed $ 483.8 Estimated fair value of net assets acquired $ 770.0 |
Preliminary Fair Values and Weighted Average Useful Lives for Identifiable Intangible Assets Acquired | The following table summarizes the preliminary fair values and weighted average useful lives for identifiable intangible assets acquired in the Universal American acquisition which are subject to change as we finalize our purchase accounting. Gross Fair Value (in millions) Weighted Average Useful Life (in years) Membership $ 240.0 10.0 Tradenames 36.0 13.9 Provider network 9.5 15.0 Other 7.8 6.3 Total $ 293.3 10.5 |
Pro Forma Results | The following unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that would have occurred had the acquisitions actually consummated at January 1, 2016, or project the future results of the combined company. Pro Forma- unaudited Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2017 2016 2017 2016 Total revenues $ 4,690.8 $ 4,103.3 $ 8,415.1 $ 8,137.6 Net income $ 92.6 $ 110.5 $ 151.8 $ 148.7 Earnings per common share: Basic $ 2.08 $ 2.50 $ 3.42 $ 3.36 Diluted $ 2.06 $ 2.48 $ 3.38 $ 3.34 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenue by Geographic Location | Those states and the respective Medicaid premium revenue as a percentage of total consolidated premium revenue are as follows: For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 Kentucky 15% 18% 16% 18% Florida 15% 17% 15% 17% Georgia 10% 11% 10% 11% |
Segment Results | A summary of financial information for our reportable segments through the gross margin level and reconciliation to income before income taxes is presented in the table below. For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 (in millions) Premium revenue: Medicaid Health Plans $ 2,751.4 $ 2,378.4 $ 5,335.6 $ 4,690.1 Medicare Health Plans 1,316.6 987.5 2,411.3 1,961.6 Medicare PDPs 225.6 224.7 493.7 474.9 Total premium revenue 4,293.6 3,590.6 8,240.6 7,126.6 Medical benefits expense: Medicaid Health Plans 2,386.9 1,988.1 4,697.5 3,990.0 Medicare Health Plans 1,136.9 831.9 2,045.1 1,656.1 Medicare PDPs 195.2 168.9 455.0 404.7 Total medical benefits expense 3,719.0 2,988.9 7,197.6 6,050.8 ACA industry fee expense: Medicaid Health Plans — 36.7 — 73.3 Medicare Health Plans — 16.1 — 32.3 Medicare PDPs — 4.1 — 8.3 Total ACA industry fee expense — 56.9 — 113.9 Gross margin Medicaid Health Plans 364.5 353.6 638.1 626.8 Medicare Health Plans 179.7 139.5 366.2 273.2 Medicare PDPs 30.4 51.7 38.7 61.9 Total gross margin 574.6 544.8 1,043.0 961.9 Investment and other income 11.4 3.8 18.6 8.3 Other expenses (1) (444.1 ) (341.9 ) (816.5 ) (674.6 ) Income from operations $ 141.9 $ 206.7 $ 245.1 $ 295.6 (1) Other expenses include selling, general and administrative expenses, Medicaid premium taxes, depreciation and amortization and interest. |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of the Weighted-Average Common Shares Outstanding - Diluted | The calculation of the weighted-average common shares outstanding — diluted is as follows: For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 Weighted-average common shares outstanding — basic 44,498,610 44,260,767 44,432,299 44,212,984 Dilutive effect of outstanding stock-based compensation awards 435,441 289,188 448,058 308,871 Weighted-average common shares outstanding — diluted 44,934,051 44,549,955 44,880,357 44,521,855 Anti-dilutive stock-based compensation awards excluded from computation 3,091 851 3,641 29,126 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term and Long-term Investments by Security Type | 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 June 30, 2017 Asset-backed securities $ 39.8 $ — $ — $ 39.8 Commercial mortgage-backed securities 6.4 — — 6.4 Corporate debt securities 339.5 1.1 (0.3 ) 340.3 Preferred equity securities 6.4 — — 6.4 Municipal securities 126.9 0.9 (1.5 ) 126.3 Residential mortgage-backed securities 14.4 — — 14.4 Short-term time deposits 300.4 — — 300.4 Government and agency obligations 24.2 — — 24.2 Other securities 57.8 — (0.1 ) 57.7 Total $ 915.8 2.0 $ 2.0 $ (1.9 ) $ 915.9 December 31, 2016 Asset backed securities $ 3.3 $ — $ — $ 3.3 Corporate debt securities 67.2 — — 67.2 Municipal securities 53.7 0.1 (1.5 ) 52.3 Government and agency obligations 1.0 — — 1.0 Other securities 57.8 — (0.1 ) 57.7 Total $ 183.0 $ 0.1 $ (1.6 ) $ 181.5 |
Contractual Maturities of Available-for-sale Securities | Contractual maturities of available-for-sale securities at June 30, 2017 are as follows: Total Within 1 Year 1 Through 5 Years 5 Through 10 Years Thereafter Asset backed securities $ 39.8 $ 3.9 $ 35.7 $ 0.2 $ — Commercial mortgage-backed securities 6.4 1.1 2.2 3.1 — Corporate debt securities 340.3 124.1 137.7 68.5 10.0 Municipal securities 126.3 24.6 57.7 29.4 14.6 Residential mortgage-backed securities 14.4 — 3.9 10.5 — Short term time deposits 300.4 300.4 — — — Government and agency obligations 24.2 0.1 17.2 6.9 — Other securities 57.7 57.7 — — — $ 909.5 $ 511.9 $ 254.4 $ 118.6 $ 24.6 |
RESTRICTED INVESTMENTS (Tables)
RESTRICTED INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Cash $ 3.7 $ — $ — $ 3.7 Money market funds 58.6 — — 58.6 U.S. government securities and other 151.6 — (0.3 ) 151.3 $ 213.9 $ — $ (0.3 ) $ 213.6 December 31, 2016 Cash $ 92.1 $ — $ — $ 92.1 Money market funds 67.8 — — 67.8 U.S. government securities and other 74.5 — (0.1 ) 74.4 $ 234.4 $ — $ (0.1 ) $ 234.3 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Unit Award Activity | A summary of RSU, PSU and MSU award activity, at target, for the six months ended June 30, 2017 , is presented in the table below. For our PSUs and MSUs, shares attained over target upon vesting are reflected as awards granted during the period, while shares canceled due to vesting below target are reflected as awards forfeited during the period. RSUs PSUs MSUs Total Outstanding as of January 1, 2017 275,926 471,852 85,910 833,688 Granted 132,261 230,985 36,009 399,255 Vested (115,850 ) (117,809 ) (74,471 ) (308,130 ) Forfeited (5,063 ) (12,793 ) (1,423 ) (19,279 ) Outstanding as of June 30, 2017 287,274 572,235 46,025 905,534 |
GOODWILL AND OTHER INTANGIBLE28
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill by Reportable Segment | A summary of changes in our goodwill by reportable segment is as follows for 2017: Medicaid Health Plans Medicare Health Plans Total Balance as of December 31, 2016 (1) 282.1 110.4 392.5 Acquired goodwill (2) 8.3 265.7 274.0 Measurement period adjustments (1) (15.0 ) — $ (15.0 ) Balance as of June 30, 2017 $ 275.4 $ 376.1 $ 651.5 |
Other Intangible Assets | Other intangible assets and the related weighted-average amortization periods as of June 30, 2017 and December 31, 2016 , are as follows: June 30, 2017 December 31, 2016 Weighted Average Amortization Period (In Years) Gross Carrying Amount Accumulated Amortization Other Intangibles, Net Gross Carrying Amount Accumulated Amortization Other Intangibles, Net Provider networks 15.0 $ 27.3 $ (4.3 ) $ 23.0 $ 8.4 $ (3.7 ) $ 4.7 Licenses and permits 13.6 7.1 (3.8 ) 3.3 5.1 (3.6 ) 1.5 Trademarks and tradenames 10.7 53.3 (11.2 ) 42.1 11.4 (9.8 ) 1.6 Membership and state contracts 10.5 347.6 (38.5 ) 309.1 94.3 (29.8 ) 64.5 Other 5.6 10.0 (3.0 ) 7.0 4.2 (2.4 ) 1.8 Total other intangible assets (1) 10.7 $ 445.3 $ (60.8 ) $ 384.5 $ 123.4 $ (49.3 ) $ 74.1 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | The following table summarizes our outstanding debt obligations and their classification in the accompanying Condensed Consolidated Balance Sheets (in millions): June 30, 2017 December 31, 2016 Long-term debt, net: 5.25% Senior Notes, due April 1, 2025 $ 1,200.0 $ — 5.75% Senior Notes, due November 15, 2020 (1) — 909.6 Revolving Credit Facility — 100.0 Debt issuance costs (19.2 ) (12.0 ) Total long-term debt, net $ 1,180.8 $ 997.6 (1) Inclusive of $9.6 million of unamortized debt premium at December 31, 2016. |
Schedule of Debt Redemption Prices as a Percent of Principal Amount | On or after April 1, 2020, we may on any one or more occasions redeem all or a part of the 2025 Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2025 Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on November 15 of the years indicated below, subject to the rights of holders of 2025 Notes on the relevant record date to receive interest due on the relevant interest payment date: Period Redemption Price 2020 103.938 % 2021 102.625 % 2022 101.313 % 2023 and thereafter 100.000 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis at June 30, 2017 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 $ 39.8 $ — $ 39.8 $ — Commercial mortgage backed securities 6.4 — 6.4 — Corporate debt securities 340.3 — 340.3 — Preferred equity securities 6.4 — 6.4 — Municipal securities 126.3 — 114.0 12.3 Residential mortgage-backed securities 14.4 — 14.4 — Short-term time deposits 300.4 — 300.4 — Government and agency obligations 24.2 24.2 — — Other securities 57.7 57.7 — — Total investments $ 915.9 $ 81.9 $ 821.7 $ 12.3 Restricted investments: Cash $ 3.7 $ 3.7 $ — $ — Money market funds 58.6 58.6 — — U.S. government securities and other 151.3 151.3 — — Total restricted investments $ 213.6 $ 213.6 $ — $ — Assets and liabilities measured at fair value on a recurring basis at December 31, 2016 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 $ 3.3 $ — $ 3.3 $ — Corporate debt securities 67.2 — 67.2 — Municipal securities 52.3 — 39.9 12.4 Government and agency obligations 1.0 1.0 — — Other securities 57.7 57.7 — — Total Investments $ 181.5 $ 58.7 $ 110.4 $ 12.4 Restricted investments: Cash $ 92.1 $ 92.1 $ — $ — Money market funds 67.8 67.8 — — U.S. government securities and other 74.4 74.2 0.2 — Total restricted investments $ 234.3 $ 234.1 $ 0.2 $ — |
Carrying Value and Fair Value of Long-term Debt | The following table presents the carrying value and fair value of our long-term debt (including our current portion of long-term debt) outstanding as of June 30, 2017 and December 31, 2016 : Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Long-term debt - June 30, 2017 $ 1,180.8 $ 1,262.1 $ — $ — Long-term debt - December 31, 2016 997.6 927.0 96.2 — |
Changes in the Fair Value of Auction Rate Securities | The following table presents the changes in the fair value of our Level 3 auction rate securities for the three and six months ended June 30, 2017 and 2016. For the Three Months Ended For the Six Months Ended 2017 2016 2017 2016 Balance at beginning of period $ 12.4 $ 31.2 $ 12.4 $ 31.7 Realized gains (losses) in earnings — — — — Unrealized gains (losses) in other comprehensive income — (0.6 ) — (1.1 ) Purchases, sales and redemptions (0.1 ) — (0.1 ) — Net transfers in or (out) of Level 3 — — — — Balance at end of period $ 12.3 $ 30.6 $ 12.3 $ 30.6 |
MEDICAL BENEFITS PAYABLE (Table
MEDICAL BENEFITS PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
MEDICAL BENEFITS PAYABLE [Abstract] | |
Reconciliation of the Beginning and Ending Balances of Medical Benefits Payable, by Segment | A reconciliation of the beginning and ending balances of medical benefits payable, by segment, is as follows: Medicaid Health Plans Medicare Health Plans Medicare PDPs Consolidated For the six months ended June 30, 2017 2016 2017 2016 2017 2016 2017 2016 Beginning balance $ 1,135.8 $ 1,040.2 $ 510.0 $ 473.9 $ 44.7 $ 21.9 $ 1,690.5 $ 1,536.0 Acquisitions — — 128.1 — — — 128.1 — Medical benefits incurred related to: Current year 4,866.4 4,151.9 2,133.2 1,683.6 517.7 414.5 7,517.3 6,250.0 Prior years (168.9 ) (161.9 ) (88.1 ) (27.5 ) (62.7 ) (9.8 ) (319.7 ) (199.2 ) Total 4,697.5 3,990.0 2,045.1 1,656.1 455.0 404.7 7,197.6 6,050.8 Medical benefits paid related to: Current year (3,838.2 ) (3,349.3 ) (1,682.7 ) (1,263.4 ) (483.7 ) (380.4 ) (6,004.6 ) (4,993.1 ) Prior years (725.6 ) (642.6 ) (300.7 ) (323.7 ) 19.1 (8.7 ) (1,007.2 ) (975.0 ) Total (4,563.8 ) (3,991.9 ) (1,983.4 ) (1,587.1 ) (464.6 ) (389.1 ) (7,011.8 ) (5,968.1 ) Ending balance $ 1,269.5 $ 1,038.3 $ 699.8 $ 542.9 $ 35.1 $ 37.5 $ 2,004.4 $ 1,618.7 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Total Assets and Liabilities of Discontinued Operations | The following table summarizes the total assets and liabilities of our discontinued operations: June 30, 2017 April 28, 2017 (in millions) Assets Cash and cash equivalents $ 0.3 $ 0.8 Investments 47.2 47.7 Reinsurance recoverables 170.3 170.4 Other assets 0.2 0.7 Total Assets $ 218.0 $ 219.6 Liabilities Reserves and other policy liabilities $ 153.3 $ 153.3 Other liabilities 64.7 65.4 Total liabilities 218.0 218.7 |
ORGANIZATION, BASIS OF PRESEN33
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) member in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)member | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)member | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Funds Receivable/Payable for the Benefit of Members [Line Items] | |||||
Number of members | member | 4.4 | 4.4 | |||
Funds payable for the benefit of members | $ 1,346,200,000 | $ 1,346,200,000 | $ 390,300,000 | ||
Premiums receivable, net | 1,076,300,000 | 1,076,300,000 | 498,600,000 | ||
Unearned premiums | 539,600,000 | 539,600,000 | $ 3,300,000 | ||
ACA industry fee expense | 0 | $ 56,900,000 | 0 | $ 113,900,000 | |
Fee reimbursement | 0 | $ 58,300,000 | 0 | $ 116,400,000 | |
Advance Payment CMS | |||||
Funds Receivable/Payable for the Benefit of Members [Line Items] | |||||
Funds payable for the benefit of members | 378,900,000 | 378,900,000 | |||
Unearned premiums | 513,200,000 | 513,200,000 | |||
State Partners | Medicaid Health Plans | |||||
Funds Receivable/Payable for the Benefit of Members [Line Items] | |||||
Premiums receivable, net | $ 698,700,000 | $ 698,700,000 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ / shares in Units, member in Thousands | May 01, 2017member | Apr. 28, 2017USD ($)member$ / shares | Dec. 31, 2016USD ($)$ / shares | Apr. 30, 2011USD ($)$ / sharesshares | Jun. 30, 2017USD ($)organization$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)memberorganization$ / shares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)$ / shares |
Business Acquisition [Line Items] | |||||||||
Payments for repurchase of preferred shares | $ 40,000,000 | ||||||||
Number of MSSP ACOs | organization | 16 | 16 | |||||||
Number of Next Generation ACOs | organization | 2 | 2 | |||||||
Goodwill | $ 392,500,000 | $ 651,500,000 | $ 651,500,000 | $ 392,500,000 | |||||
Preferred stock, par value (USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred shares redeemed | $ 41,000,000 | $ 41,000,000 | |||||||
Preferred shares par value | 40,000,000 | 40,000,000 | |||||||
Preferred shares accrued dividends | 1,000,000 | ||||||||
Revenue | 4,305,000,000 | $ 3,594,400,000 | 8,259,200,000 | $ 7,134,900,000 | |||||
Pre-tax losses | (114,700,000) | $ (206,700,000) | $ (217,900,000) | $ (295,600,000) | |||||
Weighted average useful life | 10 years 8 months | ||||||||
Phoenix Health Plan | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of members acquired | member | 42 | ||||||||
Universal American Corp | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of members acquired | member | 119 | ||||||||
Acquisition consideration transferred | $ 770,000,000 | ||||||||
Share price of acquiree (in USD per share) | $ / shares | $ 10 | ||||||||
Assumption of convertible debt | $ 145,300,000 | ||||||||
Payments for repurchase of preferred shares | 40,000,000 | ||||||||
Net deferred tax liabilities acquired | 57,900,000 | ||||||||
Goodwill | 265,700,000 | ||||||||
Expected tax deductible amount of goodwill and other intangible assets acquired | 0 | ||||||||
Transaction and integration-related costs incurred | 25,600,000 | $ 26,700,000 | |||||||
Purchase price | 570,800,000 | ||||||||
Estimated fair value of liabilities assumed | 483,800,000 | ||||||||
Identified intangible assets acquired | $ 293,300,000 | ||||||||
Weighted average useful life | 10 years 6 months | ||||||||
Care1st Arizona | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of members acquired | member | 158 | ||||||||
Goodwill | $ 102,700,000 | 87,700,000 | $ 87,700,000 | $ 102,700,000 | |||||
Expected tax deductible amount of goodwill and other intangible assets acquired | 0 | 0 | |||||||
Purchase price | 163,800,000 | ||||||||
Tangible assets acquired | 169,900,000 | 169,900,000 | |||||||
Estimated fair value of liabilities assumed | $ 117,800,000 | 117,800,000 | |||||||
Identified intangible assets acquired | 24,000,000 | $ 24,000,000 | |||||||
Weighted average useful life | 11 years 2 months | ||||||||
Universal American Corp | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred shares issued | $ 40,000,000 | ||||||||
Preferred stock issued (in shares) | shares | 1,600,000 | ||||||||
Preferred stock, par value (USD per share) | $ / shares | $ 0.01 | ||||||||
Liquidation preference (USD per share) | $ / shares | $ 25 | ||||||||
Revenue | 235,100,000 | ||||||||
Pre-tax losses | $ 5,000,000 | $ 5,000,000 | |||||||
Senior Unsecured Notes | Convertible Senior Notes Due 2021 | Universal American Corp | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from convertible notes | $ 115,000,000 | ||||||||
Interest rate | 4.00% | 4.00% | |||||||
Preferred Stock | Universal American Corp | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred, preferred shares redemption amount | $ 41,000,000 |
ACQUISITIONS - Consideration Tr
ACQUISITIONS - Consideration Transferred (Details) - USD ($) $ in Millions | Apr. 28, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Business Combination, Consideration Transferred [Abstract] | |||
Common stock, outstanding (shares) | 44,507,822 | 44,293,881 | |
Payments for repurchase of preferred shares | $ 40 | ||
Payments for repurchase of preferred shares and accrued dividends | 41 | ||
Payments of accrued dividends | 1 | ||
Unrecognized stock based compensation cost | 20 | $ 72.9 | |
Universal American Corp | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration transferred | 570.8 | ||
Assumed debt | 145.3 | ||
Total consideration transferred | 770 | ||
Payments for repurchase of preferred shares | $ 40 | ||
Universal American Corp | |||
Business Combination, Consideration Transferred [Abstract] | |||
Common stock, outstanding (shares) | 57,100,000 | ||
Senior Notes | 4.00% Convertible Senior Notes | |||
Business Combination, Consideration Transferred [Abstract] | |||
Interest rate | 4.00% | ||
Stock-based Award | Universal American Corp | |||
Business Combination, Consideration Transferred [Abstract] | |||
Equity interests issued | $ 12.9 | ||
Preferred Stock | Universal American Corp | |||
Business Combination, Consideration Transferred [Abstract] | |||
Equity interests issued | $ 41 |
ACQUISITIONS - Assets Acquired
ACQUISITIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Apr. 28, 2017 | Dec. 31, 2016 |
Assets | |||
Goodwill | $ 651.5 | $ 392.5 | |
Universal American Corp | |||
Assets | |||
Cash and cash equivalents | $ 66.4 | ||
Investments, including restricted investments | 254.4 | ||
Premiums receivable, net | 90.7 | ||
Pharmacy rebates receivable, net, and other current assets | 56.2 | ||
Property, equipment and capitalized software, net | 7.5 | ||
Goodwill | 265.7 | ||
Other intangible assets, net | 293.3 | ||
Assets of discontinued operations | 219.6 | ||
Estimated fair value of total assets acquired | 1,253.8 | ||
Liabilities | |||
Medical benefits payable | 128.1 | ||
Deferred tax liabilities, net | 57.9 | ||
Other liabilities | 79.1 | ||
Liabilities of discontinued operations | 218.7 | ||
Estimated fair value of liabilities assumed | 483.8 | ||
Estimated fair value of net assets acquired | $ 770 |
ACQUISITIONS - Fair Values and
ACQUISITIONS - Fair Values and Useful Lives for Intangibles Acquired (Details) - USD ($) $ in Millions | Apr. 28, 2017 | Jun. 30, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years 8 months | |
Provider network | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 15 years | |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 5 years 7 months | |
Universal American Corp | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross fair value | $ 293.3 | |
Weighted average useful life | 10 years 6 months | |
Universal American Corp | Membership | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross fair value | $ 240 | |
Weighted average useful life | 10 years | |
Universal American Corp | Tradenames | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross fair value | $ 36 | |
Weighted average useful life | 13 years 11 months | |
Universal American Corp | Provider network | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross fair value | $ 9.5 | |
Weighted average useful life | 15 years | |
Universal American Corp | Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross fair value | $ 7.8 | |
Weighted average useful life | 6 years 3 months |
ACQUISITIONS - Pro Forma Financ
ACQUISITIONS - Pro Forma Financial Information (Details) - PHP, Universal American, Care 1st Arizona, Advicare Corp. - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | $ 4,690.8 | $ 4,103.3 | $ 8,415.1 | $ 8,137.6 |
Net income | $ 92.6 | $ 110.5 | $ 151.8 | $ 148.7 |
Earnings per common share: | ||||
Basic (in USD per share) | $ 2.08 | $ 2.50 | $ 3.42 | $ 3.36 |
Diluted (in USD per share) | $ 2.06 | $ 2.48 | $ 3.38 | $ 3.34 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 6 Months Ended |
Jun. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENT REPORTING - Revenue by
SEGMENT REPORTING - Revenue by Geographic Location (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Kentucky | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Premium revenue as a percentage of total consolidated premium revenue | 15.00% | 18.00% | 16.00% | 18.00% |
Florida | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Premium revenue as a percentage of total consolidated premium revenue | 15.00% | 17.00% | 15.00% | 17.00% |
Georgia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Premium revenue as a percentage of total consolidated premium revenue | 10.00% | 11.00% | 10.00% | 11.00% |
SEGMENT REPORTING - Segment Res
SEGMENT REPORTING - Segment Results (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Premium revenue | $ 4,293,600,000 | $ 3,590,600,000 | $ 8,240,600,000 | $ 7,126,600,000 |
Medical benefits expense | 3,719,000,000 | 2,988,900,000 | 7,197,600,000 | 6,050,800,000 |
ACA industry fee expense | 0 | 56,900,000 | 0 | 113,900,000 |
Income from operations | 141,900,000 | 206,700,000 | 245,100,000 | 295,600,000 |
Investment and other income | 11,400,000 | 3,800,000 | 18,600,000 | 8,300,000 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 574,600,000 | 544,800,000 | 1,043,000,000 | 961,900,000 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Investment and other income | 11,400,000 | 3,800,000 | 18,600,000 | 8,300,000 |
Other expenses | (444,100,000) | (341,900,000) | (816,500,000) | (674,600,000) |
Medicaid Health Plans | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Premium revenue | 2,751,400,000 | 2,378,400,000 | 5,335,600,000 | 4,690,100,000 |
Medical benefits expense | 2,386,900,000 | 1,988,100,000 | 4,697,500,000 | 3,990,000,000 |
ACA industry fee expense | 0 | 36,700,000 | 0 | 73,300,000 |
Income from operations | 364,500,000 | 353,600,000 | 638,100,000 | 626,800,000 |
Medicare Health Plans | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Premium revenue | 1,316,600,000 | 987,500,000 | 2,411,300,000 | 1,961,600,000 |
Medical benefits expense | 1,136,900,000 | 831,900,000 | 2,045,100,000 | 1,656,100,000 |
ACA industry fee expense | 0 | 16,100,000 | 0 | 32,300,000 |
Income from operations | 179,700,000 | 139,500,000 | 366,200,000 | 273,200,000 |
Medicare PDPs | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Premium revenue | 225,600,000 | 224,700,000 | 493,700,000 | 474,900,000 |
Medical benefits expense | 195,200,000 | 168,900,000 | 455,000,000 | 404,700,000 |
ACA industry fee expense | 0 | 4,100,000 | 0 | 8,300,000 |
Income from operations | $ 30,400,000 | $ 51,700,000 | $ 38,700,000 | $ 61,900,000 |
EARNINGS PER COMMON SHARE - Cal
EARNINGS PER COMMON SHARE - Calculation of Weighted-Average Common Shares Outstanding (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Weighted-average common shares outstanding — basic (in shares) | 44,498,610 | 44,260,767 | 44,432,299 | 44,212,984 |
Dilutive effect of outstanding stock-based compensation awards (in shares) | 435,441 | 289,188 | 448,058 | 308,871 |
Weighted-average common shares outstanding — diluted (in shares) | 44,934,051 | 44,549,955 | 44,880,357 | 44,521,855 |
Anti-dilutive stock-based compensation awards excluded from computation (in shares) | 3,091 | 851 | 3,641 | 29,126 |
INVESTMENTS - Short-term and Lo
INVESTMENTS - Short-term and Long-term Investments by Security Type (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 915.8 | $ 183 |
Gross Unrealized Gains | 2 | 0.1 |
Gross Unrealized Losses | (1.9) | (1.6) |
Estimated Fair Value | 915.9 | 181.5 |
Asset-backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 39.8 | 3.3 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 39.8 | 3.3 |
Commercial mortgage-backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6.4 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 6.4 | |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 339.5 | 67.2 |
Gross Unrealized Gains | 1.1 | 0 |
Gross Unrealized Losses | (0.3) | 0 |
Estimated Fair Value | 340.3 | 67.2 |
Preferred equity securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6.4 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 6.4 | |
Municipal securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 126.9 | 53.7 |
Gross Unrealized Gains | 0.9 | 0.1 |
Gross Unrealized Losses | (1.5) | (1.5) |
Estimated Fair Value | 126.3 | 52.3 |
Residential mortgage-backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 14.4 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 14.4 | |
Short-term time deposits | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 300.4 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 300.4 | |
Government and agency obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 24.2 | 1 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 24.2 | 1 |
Other securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 57.8 | 57.8 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (0.1) | (0.1) |
Estimated Fair Value | $ 57.7 | $ 57.7 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Proceeds from sale of available-for-sale investments | $ 74,700,000 | $ 1,700,000 | $ 82,900,000 | $ 3,900,000 |
Realized gains and losses on sales and redemptions of investments | 0 | 0 | 0 | 0 |
Other than temporary impairment losses | $ 0 | $ 0 | $ 0 | $ 0 |
INVESTMENTS - Contractual Matur
INVESTMENTS - Contractual Maturities of Available-for-sale Securities (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Contractual Maturities of Available-for-sale Securities | ||
Total | $ 915.9 | $ 181.5 |
Debt Securities | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 909.5 | |
Within 1 Year | 511.9 | |
1 Through 5 Years | 254.4 | |
5 Through 10 Years | 118.6 | |
Thereafter | 24.6 | |
Asset-backed securities | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 39.8 | 3.3 |
Within 1 Year | 3.9 | |
1 Through 5 Years | 35.7 | |
5 Through 10 Years | 0.2 | |
Thereafter | 0 | |
Commercial mortgage-backed securities | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 6.4 | |
Within 1 Year | 1.1 | |
1 Through 5 Years | 2.2 | |
5 Through 10 Years | 3.1 | |
Thereafter | 0 | |
Corporate debt securities | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 340.3 | 67.2 |
Within 1 Year | 124.1 | |
1 Through 5 Years | 137.7 | |
5 Through 10 Years | 68.5 | |
Thereafter | 10 | |
Municipal securities | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 126.3 | 52.3 |
Within 1 Year | 24.6 | |
1 Through 5 Years | 57.7 | |
5 Through 10 Years | 29.4 | |
Thereafter | 14.6 | |
Residential mortgage-backed securities | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 14.4 | |
Within 1 Year | 0 | |
1 Through 5 Years | 3.9 | |
5 Through 10 Years | 10.5 | |
Thereafter | 0 | |
Short-term time deposits | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 300.4 | |
Within 1 Year | 300.4 | |
1 Through 5 Years | 0 | |
5 Through 10 Years | 0 | |
Thereafter | 0 | |
Government and agency obligations | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 24.2 | 1 |
Within 1 Year | 0.1 | |
1 Through 5 Years | 17.2 | |
5 Through 10 Years | 6.9 | |
Thereafter | 0 | |
Other securities | ||
Contractual Maturities of Available-for-sale Securities | ||
Total | 57.7 | $ 57.7 |
Within 1 Year | 57.7 | |
1 Through 5 Years | 0 | |
5 Through 10 Years | 0 | |
Thereafter | $ 0 |
RESTRICTED INVESTMENTS - Schedu
RESTRICTED INVESTMENTS - Schedule of Restricted Investments (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Amortized Cost | $ 213.9 | $ 234.4 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (0.3) | (0.1) |
Estimated Fair Value | 213.6 | 234.3 |
Cash | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Amortized Cost | 3.7 | 92.1 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 3.7 | 92.1 |
Money market funds | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Amortized Cost | 58.6 | 67.8 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 58.6 | 67.8 |
U.S. government securities and other | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Amortized Cost | 151.6 | 74.5 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (0.3) | (0.1) |
Estimated Fair Value | $ 151.3 | $ 74.4 |
RESTRICTED INVESTMENTS - Narrat
RESTRICTED INVESTMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restricted Investments Note [Abstract] | ||||
Realized gains (losses) on restricted investments | $ 0 | $ 0 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 13.9 | $ 8.5 | $ 23.5 | $ 15 | |
Unrecognized compensation cost | $ 72.9 | $ 72.9 | $ 20 | ||
Weighted-average period over which compensation costs are expected to be recognized | 2 years 1 month | ||||
Closing common stock price (in USD per share) | $ 179.56 | $ 179.56 | |||
Grants in period, weighted average grant date fair value (in USD per share) | $ 144.36 | ||||
Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 24.1 | $ 24.1 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Unit Award Activity (Details) | 6 Months Ended |
Jun. 30, 2017shares | |
Equity Instruments Other than Options [Roll Forward] | |
Outstanding as of beginning of period (in shares) | 833,688 |
Granted (in shares) | 399,255 |
Vested (in shares) | (308,130) |
Forfeited (in shares) | (19,279) |
Outstanding at end of period (in shares) | 905,534 |
RSUs | |
Equity Instruments Other than Options [Roll Forward] | |
Outstanding as of beginning of period (in shares) | 275,926 |
Granted (in shares) | 132,261 |
Vested (in shares) | (115,850) |
Forfeited (in shares) | (5,063) |
Outstanding at end of period (in shares) | 287,274 |
PSUs | |
Equity Instruments Other than Options [Roll Forward] | |
Outstanding as of beginning of period (in shares) | 471,852 |
Granted (in shares) | 230,985 |
Vested (in shares) | (117,809) |
Forfeited (in shares) | (12,793) |
Outstanding at end of period (in shares) | 572,235 |
MSUs | |
Equity Instruments Other than Options [Roll Forward] | |
Outstanding as of beginning of period (in shares) | 85,910 |
Granted (in shares) | 36,009 |
Vested (in shares) | (74,471) |
Forfeited (in shares) | (1,423) |
Outstanding at end of period (in shares) | 46,025 |
GOODWILL AND OTHER INTANGIBLE50
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Changes in Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Changes in Goodwill | |
Beginning balance | $ 392.5 |
Acquired goodwill | 274 |
Measurement period adjustments | (15) |
Ending balance | 651.5 |
Medicaid Health Plans | |
Changes in Goodwill | |
Beginning balance | 282.1 |
Acquired goodwill | 8.3 |
Measurement period adjustments | (15) |
Ending balance | 275.4 |
Medicare Health Plans | |
Changes in Goodwill | |
Beginning balance | 110.4 |
Acquired goodwill | 265.7 |
Measurement period adjustments | 0 |
Ending balance | $ 376.1 |
GOODWILL AND OTHER INTANGIBLE51
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Other Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 10 years 8 months | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 445.3 | $ 123.4 |
Accumulated Amortization | (60.8) | (49.3) |
Other Intangibles, Net | $ 384.5 | 74.1 |
Provider networks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 15 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 27.3 | 8.4 |
Accumulated Amortization | (4.3) | (3.7) |
Other Intangibles, Net | $ 23 | 4.7 |
Licenses and permits | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 13 years 7 months | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 7.1 | 5.1 |
Accumulated Amortization | (3.8) | (3.6) |
Other Intangibles, Net | $ 3.3 | 1.5 |
Trademarks and tradenames | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 10 years 8 months | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 53.3 | 11.4 |
Accumulated Amortization | (11.2) | (9.8) |
Other Intangibles, Net | $ 42.1 | 1.6 |
Membership and state contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 10 years 6 months | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 347.6 | 94.3 |
Accumulated Amortization | (38.5) | (29.8) |
Other Intangibles, Net | $ 309.1 | 64.5 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 5 years 7 months | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 10 | 4.2 |
Accumulated Amortization | (3) | (2.4) |
Other Intangibles, Net | $ 7 | $ 1.8 |
GOODWILL AND OTHER INTANGIBLE52
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||||
Goodwill | $ 651.5 | $ 651.5 | $ 392.5 | ||
Amortization expense | 8.3 | $ 2.6 | 11.5 | $ 5.1 | |
Care1st Arizona | |||||
Goodwill [Line Items] | |||||
Goodwill | 87.7 | 87.7 | $ 102.7 | ||
Identified intangible assets acquired | $ 24 | 24 | |||
Decrease in deferred tax liability, goodwill | $ 9 |
DEBT - Schedule of Outstanding
DEBT - Schedule of Outstanding Debt Obligations (Details) - USD ($) | Jun. 30, 2017 | Apr. 07, 2017 | Mar. 22, 2017 | Dec. 31, 2016 |
Long-term debt, net: | ||||
Debt issuance costs | $ (19,200,000) | $ (12,000,000) | ||
Total long-term debt, net | 1,180,800,000 | 997,600,000 | ||
Revolving Credit Facility | ||||
Long-term debt, net: | ||||
Revolving Credit Facility | 0 | $ 100,000,000 | 100,000,000 | |
Senior Notes | 5.25% Senior Notes, due April 1, 2025 | ||||
Long-term debt, net: | ||||
Senior notes | $ 1,200,000,000 | 0 | ||
Interest rate | 5.25% | 5.25% | ||
Senior Notes | 5.75% Senior Notes, due November 15, 2020 | ||||
Long-term debt, net: | ||||
Senior notes | $ 0 | 909,600,000 | ||
Interest rate | 5.75% | 5.75% | ||
Unamortized debt premium | $ 9,600,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Apr. 07, 2017 | Mar. 22, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Jan. 31, 2016 | Jun. 30, 2015 | Nov. 30, 2013 |
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 26,100,000 | $ 0 | $ 26,100,000 | $ 0 | |||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding | $ 100,000,000 | $ 0 | $ 0 | $ 100,000,000 | |||||||
Credit facility, maximum borrowing capacity | $ 1,000,000,000 | $ 850,000,000 | |||||||||
Repayments of debt | $ 100,000,000 | ||||||||||
Senior Notes | 5.25% Senior Notes, due April 1, 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 5.25% | 5.25% | 5.25% | ||||||||
Aggregate principal amount | $ 1,200,000,000 | ||||||||||
Aggregate net proceeds from the issuance of debt | $ 1,182,200,000 | ||||||||||
Minimum additional indebtedness pursuant to the fixed charge coverage ratio | 1 | ||||||||||
Redemption price | 100.00% | ||||||||||
Senior Notes | 5.75% Senior Notes, due November 15, 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 5.75% | 5.75% | 5.75% | ||||||||
Aggregate principal amount | $ 300,000,000 | $ 600,000,000 | |||||||||
Debt repurchase amount | $ 900,000,000 | ||||||||||
Redemption price | 102.875% | ||||||||||
Loss on extinguishment of debt | $ 25,900,000 | ||||||||||
Prior to April 2020 | Senior Notes | 5.25% Senior Notes, due April 1, 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of principal amount redeemed | 40.00% | ||||||||||
Redemption price | 105.25% | ||||||||||
Percentage of principal amount outstanding | 60.00% | ||||||||||
Days within closing of equity offering | 90 days |
DEBT - Schedule of Debt Redempt
DEBT - Schedule of Debt Redemption Prices as a Percent of Principal Amount (Details) - Senior Notes - 5.25% Senior Notes, due April 1, 2025 | 6 Months Ended |
Jun. 30, 2017 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 100.00% |
2,020 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 103.938% |
2,021 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 102.625% |
2,022 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 101.313% |
2023 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 100.00% |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 915.9 | $ 181.5 |
Restricted investments | 213.6 | 234.3 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 39.8 | 3.3 |
Commercial mortgage backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 6.4 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 340.3 | 67.2 |
Preferred equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 6.4 | |
Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 126.3 | 52.3 |
Residential mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 14.4 | |
Short-term time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 300.4 | |
Government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 24.2 | 1 |
Other securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 57.7 | 57.7 |
Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 3.7 | 92.1 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 58.6 | 67.8 |
U.S. government securities and other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 151.3 | 74.4 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 81.9 | 58.7 |
Restricted investments | 213.6 | 234.1 |
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] | ||
Investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial mortgage backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 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] | ||
Investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Preferred equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
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] | ||
Investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Residential mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Short-term time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 24.2 | 1 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Other securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 57.7 | 57.7 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 3.7 | 92.1 |
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] | ||
Restricted investments | 58.6 | 67.8 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government securities and other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 151.3 | 74.2 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 821.7 | 110.4 |
Restricted investments | 0 | 0.2 |
Significant Other Observable Inputs (Level 2) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 39.8 | 3.3 |
Significant Other Observable Inputs (Level 2) | Commercial mortgage backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 6.4 | |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 340.3 | 67.2 |
Significant Other Observable Inputs (Level 2) | Preferred equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 6.4 | |
Significant Other Observable Inputs (Level 2) | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 114 | 39.9 |
Significant Other Observable Inputs (Level 2) | Residential mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 14.4 | |
Significant Other Observable Inputs (Level 2) | Short-term time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 300.4 | |
Significant Other Observable Inputs (Level 2) | Government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Other securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) | U.S. government securities and other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 0 | 0.2 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 12.3 | 12.4 |
Restricted investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial mortgage backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Preferred equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Significant Unobservable Inputs (Level 3) | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 12.3 | 12.4 |
Significant Unobservable Inputs (Level 3) | Residential mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Significant Unobservable Inputs (Level 3) | Short-term time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Significant Unobservable Inputs (Level 3) | Government and agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Other securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. government securities and other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Long-term Debt (Details) - USD ($) | Jun. 30, 2017 | Mar. 22, 2017 | Dec. 31, 2016 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 1,262,100,000 | $ 927,000,000 | |
Significant Other Observable Inputs (Level 2) | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 0 | 96,200,000 | |
Significant Unobservable Inputs (Level 3) | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 1,180,800,000 | 997,600,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Borrowings outstanding | $ 0 | $ 100,000,000 | $ 100,000,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the Fair Value of Auction Rate Securities (Details) - Significant Unobservable Inputs (Level 3) - Fair Value, Measurements, Recurring - Asset backed securities - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 12.4 | $ 31.2 | $ 12.4 | $ 31.7 |
Realized gains (losses) in earnings | 0 | 0 | 0 | 0 |
Unrealized gains (losses) in other comprehensive income | 0 | (0.6) | 0 | (1.1) |
Purchases, sales and redemptions | (0.1) | 0 | (0.1) | 0 |
Net transfers in or (out) of Level 3 | 0 | 0 | 0 | 0 |
Ending balance | $ 12.3 | $ 30.6 | $ 12.3 | $ 30.6 |
MEDICAL BENEFITS PAYABLE - Reco
MEDICAL BENEFITS PAYABLE - Reconciliation of Beginning and Ending Balances, by Segment (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reconciliation of the beginning and ending balance of medical benefits payable [Roll Forward] | |||
Beginning balance | $ 1,690.5 | $ 1,536 | |
Acquisitions | $ 128.1 | 128.1 | 0 |
Medical benefits incurred related to: | |||
Current year | 7,517.3 | 6,250 | |
Prior years | (319.7) | (199.2) | |
Total | 7,197.6 | 6,050.8 | |
Medical benefits paid related to: | |||
Current year | (6,004.6) | (4,993.1) | |
Prior years | (1,007.2) | (975) | |
Total | (7,011.8) | (5,968.1) | |
Ending balance | 2,004.4 | 1,618.7 | |
Medicaid Health Plans | |||
Reconciliation of the beginning and ending balance of medical benefits payable [Roll Forward] | |||
Beginning balance | 1,135.8 | 1,040.2 | |
Acquisitions | 0 | 0 | |
Medical benefits incurred related to: | |||
Current year | 4,866.4 | 4,151.9 | |
Prior years | (168.9) | (161.9) | |
Total | 4,697.5 | 3,990 | |
Medical benefits paid related to: | |||
Current year | (3,838.2) | (3,349.3) | |
Prior years | (725.6) | (642.6) | |
Total | (4,563.8) | (3,991.9) | |
Ending balance | 1,269.5 | 1,038.3 | |
Medicare Health Plans | |||
Reconciliation of the beginning and ending balance of medical benefits payable [Roll Forward] | |||
Beginning balance | 510 | 473.9 | |
Acquisitions | 128.1 | 0 | |
Medical benefits incurred related to: | |||
Current year | 2,133.2 | 1,683.6 | |
Prior years | (88.1) | (27.5) | |
Total | 2,045.1 | 1,656.1 | |
Medical benefits paid related to: | |||
Current year | (1,682.7) | (1,263.4) | |
Prior years | (300.7) | (323.7) | |
Total | (1,983.4) | (1,587.1) | |
Ending balance | 699.8 | 542.9 | |
Medicare PDPs | |||
Reconciliation of the beginning and ending balance of medical benefits payable [Roll Forward] | |||
Beginning balance | 44.7 | 21.9 | |
Acquisitions | 0 | 0 | |
Medical benefits incurred related to: | |||
Current year | 517.7 | 414.5 | |
Prior years | (62.7) | (9.8) | |
Total | 455 | 404.7 | |
Medical benefits paid related to: | |||
Current year | (483.7) | (380.4) | |
Prior years | 19.1 | (8.7) | |
Total | (464.6) | (389.1) | |
Ending balance | $ 35.1 | $ 37.5 |
MEDICAL BENEFITS PAYABLE - Narr
MEDICAL BENEFITS PAYABLE - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
MEDICAL BENEFITS PAYABLE [Abstract] | |||
Incurred but not reported liability plus expected development on reported claims | $ 1,400 | ||
Favorable development of medical benefits payable | 319.7 | $ 199.2 | |
Favorable development of medical benefits payable excluding the release of the provision for moderately adverse conditions | 178.8 | 99.1 | |
Increase to medical benefits payable | $ 128.1 | $ 128.1 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 35.40% | 56.10% | 35.10% | 56.50% | |
Compensation deduction | $ 22.2 | ||||
Unrecognized tax benefits | $ 24.7 | 24.7 | $ 22.2 | ||
Previously unrecognized tax benefits recognized, tax settlement | $ 5 | $ 5 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Apr. 28, 2017 | Dec. 31, 2016 |
Liabilities | |||
Total liabilities | $ 218 | $ 0 | |
Traditional Insurance Business | Discontinued Operations, Held-for-sale | |||
Assets | |||
Cash and cash equivalents | 0.3 | $ 0.8 | |
Investments | 47.2 | 47.7 | |
Reinsurance recoverables | 170.3 | 170.4 | |
Other assets | 0.2 | 0.7 | |
Total Assets | 218 | 219.6 | |
Liabilities | |||
Reserves and other policy liabilities | 153.3 | 153.3 | |
Other liabilities | 64.7 | 65.4 | |
Total liabilities | $ 218 | $ 218.7 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 126 Months Ended | ||||||||
Jun. 30, 2017USD ($)employeeassociateformer_officer | Apr. 30, 2017USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2017USD ($)employeeassociateformer_officer | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)employeeassociateformer_officer | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)employeeassociateformer_officer | Jun. 30, 2013employee | Jan. 31, 2012employeeformer_officer | Jan. 31, 2008action | |
Loss Contingencies [Line Items] | ||||||||||||
Number of former employees receiving notices of cross appeal | employee | 3 | |||||||||||
Number of former employees found guilty and appealing | employee | 4 | |||||||||||
Derivative Lawsuits | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of former employees receiving notices of cross appeal | employee | 3 | 3 | 3 | 3 | ||||||||
Number of former associates being pursued in action filed by entity | associate | 2 | 2 | 2 | 2 | ||||||||
Number of former employees found guilty and appealing | employee | 4 | |||||||||||
Number of former employees being pursued in action filed by entity | former_officer | 5 | 5 | 5 | 5 | 5 | |||||||
Number of actions filed in the federal and state courts between October 2007 and January 2008 | action | 6 | |||||||||||
Number of former executives being pursued in action filed by entity | employee | 3 | |||||||||||
Legal fees | $ 3 | $ 4.3 | $ 5.5 | $ 9.7 | $ 235.3 | |||||||
Mr. Farha Case | Derivative Lawsuits | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Settlement agreement, amount awarded | $ 7.5 | $ 7.5 | ||||||||||
Maximum legal fee obligation | $ 7.5 | |||||||||||
Mr. Farha Case | Securities and Exchange Commission (SEC) | Derivative Lawsuits | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Settlement agreement, amount awarded | 12.5 | |||||||||||
Mr. Behrens Case | Derivative Lawsuits | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Settlement agreement, amount awarded | 1.5 | $ 1.5 | ||||||||||
Maximum legal fee obligation | $ 1.5 | |||||||||||
Mr. Behrens Case | Securities and Exchange Commission (SEC) | Derivative Lawsuits | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Settlement agreement, amount awarded | $ 4.5 | |||||||||||
Mr. Bereday Case | Derivative Lawsuits | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Maximum legal fee obligation | $ 2.5 |