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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2023
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number 1-5975
HUMANA INC.
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(Exact name of registrant as specified in its charter) |
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Delaware |
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61-0647538 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
500 West Main Street
Louisville, Kentucky 40202
(Address of principal executive offices, including zip
code)
(502) 580-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common stock, $0.16 2/3 par value |
HUM |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required
to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and "emerging growth company" in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock as of the latest practicable
date.
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Class of Common Stock |
Outstanding at March 31, 2023
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$0.16 2/3 par value |
124,944,994 shares |
Humana Inc.
FORM 10-Q
MARCH 31, 2023
INDEX
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Page |
Part I: Financial Information |
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Item 1. |
Financial Statements |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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Certifications |
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Humana Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31,
2023 |
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December 31, 2022 |
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(in millions, except share amounts) |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
13,735 |
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$ |
5,061 |
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Investment securities |
14,932 |
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13,881 |
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Receivables, net of allowances of $69 in 2023
and $70 in 2022
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3,107 |
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1,674 |
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Other current assets |
5,758 |
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5,567 |
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Total current assets |
37,532 |
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26,183 |
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Property and equipment, net |
3,234 |
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3,221 |
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Long-term investment securities |
371 |
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380 |
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Equity method investments |
739 |
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749 |
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Goodwill |
9,320 |
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9,142 |
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Other long-term assets |
3,580 |
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3,380 |
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Total assets |
$ |
54,776 |
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$ |
43,055 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Benefits payable |
$ |
10,018 |
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$ |
9,264 |
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Trade accounts payable and accrued expenses |
7,431 |
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5,238 |
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Book overdraft |
406 |
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298 |
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Unearned revenues |
7,220 |
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286 |
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Short-term debt |
1,867 |
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2,092 |
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Total current liabilities |
26,942 |
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17,178 |
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Long-term debt |
9,743 |
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9,034 |
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Other long-term liabilities |
1,457 |
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1,473 |
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Total liabilities |
38,142 |
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27,685 |
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Stockholders’ equity: |
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Preferred stock, $1 par; 10,000,000 shares authorized; none
issued
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— |
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— |
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Common stock, $0.16 2/3 par; 300,000,000 shares
authorized;
198,666,598 shares issued at March 31, 2023 and
December 31, 2022
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33 |
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33 |
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Capital in excess of par value |
3,262 |
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3,246 |
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Retained earnings |
26,619 |
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25,492 |
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Accumulated other comprehensive loss |
(1,113) |
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(1,304) |
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Treasury stock, at cost, 73,721,604 shares at March 31, 2023
and
73,691,955 shares at December 31,
2022
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(12,224) |
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(12,156) |
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Total stockholders' equity |
16,577 |
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15,311 |
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Noncontrolling interests |
57 |
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59 |
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Total equity |
16,634 |
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15,370 |
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Total liabilities and equity |
$ |
54,776 |
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$ |
43,055 |
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See accompanying notes to condensed consolidated financial
statements.
Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three months ended March 31, |
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2023 |
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2022 |
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(in millions, except per share results) |
Revenues: |
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Premiums |
$ |
25,550 |
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$ |
22,703 |
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Services |
999 |
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1,264 |
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Investment income |
193 |
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3 |
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Total revenues |
26,742 |
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23,970 |
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Operating expenses: |
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Benefits |
21,858 |
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19,625 |
|
|
|
|
|
Operating costs |
2,979 |
|
|
2,886 |
|
|
|
|
|
Depreciation and amortization |
186 |
|
|
170 |
|
|
|
|
|
Total operating expenses |
25,023 |
|
|
22,681 |
|
|
|
|
|
Income from operations |
1,719 |
|
|
1,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
113 |
|
|
90 |
|
|
|
|
|
Other income, net |
(8) |
|
|
(21) |
|
|
|
|
|
Income before income taxes and equity in net losses |
1,614 |
|
|
1,220 |
|
|
|
|
|
Provision for income taxes |
359 |
|
|
286 |
|
|
|
|
|
Equity in net losses |
(17) |
|
|
(4) |
|
|
|
|
|
Net income |
$ |
1,238 |
|
|
$ |
930 |
|
|
|
|
|
Net loss attributable to noncontrolling interests |
1 |
|
|
— |
|
|
|
|
|
Net income attributable to Humana |
$ |
1,239 |
|
|
$ |
930 |
|
|
|
|
|
Basic earnings per common share |
$ |
9.91 |
|
|
$ |
7.32 |
|
|
|
|
|
Diluted earnings per common share |
$ |
9.87 |
|
|
$ |
7.29 |
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2023 |
|
2022 |
|
|
|
|
|
(in millions) |
Net income attributable to Humana |
$ |
1,239 |
|
|
$ |
930 |
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
Change in gross unrealized investment gains (losses) |
188 |
|
|
(769) |
|
|
|
|
|
Effect of income taxes |
(43) |
|
|
176 |
|
|
|
|
|
Total change in unrealized investment gains (losses), net of
tax |
145 |
|
|
(593) |
|
|
|
|
|
Reclassification adjustment for net realized losses
(gains) |
61 |
|
|
(27) |
|
|
|
|
|
Effect of income taxes |
(15) |
|
|
6 |
|
|
|
|
|
Total reclassification adjustment, net of tax |
46 |
|
|
(21) |
|
|
|
|
|
Other comprehensive income (loss), net of tax |
191 |
|
|
(614) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Humana |
$ |
1,430 |
|
|
$ |
316 |
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Capital In
Excess of
Par Value |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Income (loss) |
|
Treasury
Stock |
|
Total Stockholders' Equity |
|
Noncontrolling Interests |
|
Total
Equity |
|
Issued
Shares |
|
Amount |
|
|
|
|
|
|
|
|
(dollars in millions, share amounts in thousands) |
Three months ended March 31, 2023
|
Balances, December 31, 2022 |
198,667 |
|
|
$ |
33 |
|
|
$ |
3,246 |
|
|
$ |
25,492 |
|
|
$ |
(1,304) |
|
|
$ |
(12,156) |
|
|
$ |
15,311 |
|
|
$ |
59 |
|
|
$ |
15,370 |
|
Net income |
|
|
|
|
|
|
1,239 |
|
|
|
|
|
|
1,239 |
|
|
(1) |
|
|
1,238 |
|
Distribution from noncontrolling interest holders, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
|
(5) |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
191 |
|
|
|
|
191 |
|
|
|
|
191 |
|
Common stock repurchases |
|
|
|
|
— |
|
|
|
|
|
|
(94) |
|
|
(94) |
|
|
|
|
(94) |
|
Dividends and dividend
equivalents |
|
|
|
|
— |
|
|
(112) |
|
|
|
|
|
|
(112) |
|
|
|
|
(112) |
|
Stock-based compensation |
|
|
|
|
38 |
|
|
|
|
|
|
|
|
38 |
|
|
|
|
38 |
|
Restricted stock unit vesting |
— |
|
|
— |
|
|
(24) |
|
|
|
|
|
|
24 |
|
|
— |
|
|
|
|
— |
|
Stock option exercises |
— |
|
|
— |
|
|
2 |
|
|
|
|
|
|
2 |
|
|
4 |
|
|
|
|
4 |
|
Balances, March 31, 2023 |
198,667 |
|
|
$ |
33 |
|
|
$ |
3,262 |
|
|
$ |
26,619 |
|
|
$ |
(1,113) |
|
|
$ |
(12,224) |
|
|
$ |
16,577 |
|
|
$ |
57 |
|
|
$ |
16,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2022 |
Balances, December 31, 2021 |
198,649 |
|
|
$ |
33 |
|
|
$ |
3,082 |
|
|
$ |
23,086 |
|
|
$ |
42 |
|
|
$ |
(10,163) |
|
|
$ |
16,080 |
|
|
$ |
23 |
|
|
$ |
16,103 |
|
Net income |
|
|
|
|
|
|
930 |
|
|
|
|
|
|
930 |
|
|
— |
|
|
930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
(614) |
|
|
|
|
(614) |
|
|
|
|
(614) |
|
Common stock repurchases |
|
|
|
|
— |
|
|
|
|
|
|
(1,024) |
|
|
(1,024) |
|
|
|
|
(1,024) |
|
Dividends and dividend
equivalents |
|
|
|
|
— |
|
|
(101) |
|
|
|
|
|
|
(101) |
|
|
|
|
(101) |
|
Stock-based compensation |
|
|
|
|
43 |
|
|
|
|
|
|
|
|
43 |
|
|
|
|
43 |
|
Restricted stock unit vesting |
— |
|
|
— |
|
|
(24) |
|
|
|
|
|
|
24 |
|
|
— |
|
|
|
|
— |
|
Stock option exercises |
— |
|
|
— |
|
|
2 |
|
|
|
|
|
|
3 |
|
|
5 |
|
|
|
|
5 |
|
Balances, March 31, 2022 |
198,649 |
|
|
$ |
33 |
|
|
$ |
3,103 |
|
|
$ |
23,915 |
|
|
$ |
(572) |
|
|
$ |
(11,160) |
|
|
$ |
15,319 |
|
|
$ |
23 |
|
|
$ |
15,342 |
|
See accompanying notes to condensed consolidated financial
statements.
Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
2023 |
|
2022 |
|
(in millions) |
Cash flows from operating activities |
|
|
|
Net income |
$ |
1,238 |
|
|
$ |
930 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
Loss on investment securities, net |
60 |
|
|
76 |
|
|
|
|
|
Equity in net losses |
17 |
|
|
4 |
|
Stock-based compensation |
38 |
|
|
43 |
|
Depreciation |
200 |
|
|
181 |
|
Amortization |
18 |
|
|
24 |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities, net of effect of
businesses acquired and
disposed: |
|
|
|
Receivables |
(1,433) |
|
|
(1,360) |
|
Other assets |
(907) |
|
|
(628) |
|
Benefits payable |
754 |
|
|
1,089 |
|
Other liabilities |
(238) |
|
|
(103) |
|
Unearned revenues |
6,934 |
|
|
34 |
|
Other |
6 |
|
|
12 |
|
Net cash provided by operating activities |
6,687 |
|
|
302 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Acquisitions, net of cash and cash equivalents acquired |
(73) |
|
|
(74) |
|
Purchases of property and equipment, net |
(223) |
|
|
(295) |
|
Purchases of investment securities |
(1,313) |
|
|
(2,161) |
|
Proceeds from maturities of investment securities |
267 |
|
|
588 |
|
Proceeds from sales of investment securities |
50 |
|
|
1,294 |
|
Net cash used in investing activities |
(1,292) |
|
|
(648) |
|
Cash flows from financing activities |
|
|
|
Receipts from contract deposits, net |
2,997 |
|
|
2,475 |
|
Proceeds from issuance of senior notes, net |
1,215 |
|
|
744 |
|
Repayments of senior notes |
(60) |
|
|
— |
|
Repayments from issuance of commercial paper, net |
(177) |
|
|
(265) |
|
|
|
|
|
Repayment of term loan |
(500) |
|
|
— |
|
Debt issue costs |
(4) |
|
|
(1) |
|
Change in book overdraft |
108 |
|
|
(9) |
|
Common stock repurchases |
(94) |
|
|
(1,024) |
|
Dividends paid |
(100) |
|
|
(91) |
|
Other |
(106) |
|
|
(13) |
|
Net cash provided by financing activities |
3,279 |
|
|
1,816 |
|
Increase in cash and cash equivalents |
8,674 |
|
|
1,470 |
|
Cash and cash equivalents at beginning of period |
5,061 |
|
|
3,394 |
|
Cash and cash equivalents at end of period |
$ |
13,735 |
|
|
$ |
4,864 |
|
Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS—(Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
2023 |
|
2022 |
|
(in millions) |
Supplemental cash flow disclosures: |
|
|
|
Interest payments |
$ |
97 |
|
|
$ |
67 |
|
Income tax payments (refund), net |
$ |
6 |
|
|
$ |
(20) |
|
Details of businesses acquired in purchase
transactions: |
|
|
|
Fair value of assets acquired, net of cash and cash equivalents
acquired |
$ |
73 |
|
|
$ |
84 |
|
Less: Fair value of liabilities assumed |
(5) |
|
|
(10) |
|
Less: Noncontrolling interests acquired |
5 |
|
|
— |
|
|
|
|
|
Cash paid for acquired businesses, net of cash and cash equivalents
acquired |
$ |
73 |
|
|
$ |
74 |
|
See accompanying notes to condensed consolidated financial
statements.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND SIGNIFICANT EVENTS
The accompanying unaudited condensed consolidated financial
statements are presented in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the disclosures normally
required by accounting principles generally accepted in the United
States of America, or GAAP, or those normally made in an Annual
Report on Form 10-K. The year-end condensed consolidated balance
sheet data was derived from audited financial statements, but does
not include all disclosures required by GAAP. For further
information, the reader of this Form 10-Q should refer to our Form
10-K for the year ended December 31, 2022, that was filed with the
Securities and Exchange Commission, or the SEC, on
February 16, 2023. We refer to this Form 10-K as the “2022
Form 10-K” in this document. References throughout this document to
“we,” “us,” “our,” “Company,” and “Humana” mean Humana Inc. and its
subsidiaries.
The preparation of our condensed consolidated financial statements
in accordance with GAAP requires us to make estimates and
assumptions that affect the amounts reported in the unaudited
condensed consolidated financial statements and accompanying notes.
The areas involving the most significant use of estimates are the
estimation of benefits payable, the impact of risk adjustment
provisions related to our Medicare contracts, the valuation and
related impairment recognition of investment securities, and the
valuation and related impairment recognition of long-lived assets,
including goodwill and indefinite-lived intangible assets. These
estimates are based on knowledge of current events and anticipated
future events, and accordingly, actual results may ultimately
differ materially from those estimates. For additional information
regarding accounting policies considered in preparing our
consolidated financial statements, refer to Note 2 to the audited
Consolidated Financial Statements included in Part II, Item 8,
"Financial Statements and Supplementary Data" in our 2022 Form
10-K.
The financial information has been prepared in accordance with our
customary accounting practices and has not been audited. In our
opinion, the information presented reflects all adjustments
necessary for a fair statement of interim results. All such
adjustments are of a normal and recurring nature.
Employer Group Commercial Medical Products Business
Exit
In February 2023, we announced our planned exit from the Employer
Group Commercial Medical Products business, which includes all
fully insured, self-funded and Federal Employee Health Benefit
medical plans, as well as associated wellness and rewards programs.
No other Humana health plan offerings are materially affected.
Following a strategic review, we determined the Employer Group
Commercial Medical Products business was no longer positioned to
sustainably meet the needs of commercial members over the long term
or support our long-term strategic plans. The exit from this line
of business will be phased over the next 18 to 24
months.
Value Creation Initiatives
During 2022, in order to create capacity to fund growth and
investment in our Medicare Advantage business and further expansion
of our healthcare services capabilities in 2023, we committed to
drive additional value for the enterprise through cost saving,
productivity initiatives, and value acceleration from previous
investments. As a result of these initiatives, we recorded charges
of $473 million for the year-ended December 31, 2022. These charges
primarily relate to $248 million in asset impairments,
including software and abandonment, and $116 million of
severance charges in connection with workforce optimization. The
remainder of the charges primarily relate to external consulting
fees. These charges were recorded at the corporate level and not
allocated to the segments. We did not record any charges in the
first quarter of 2022, with no recurring charges in
2023.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
COVID-19
The emergence and spread of the novel coronavirus, or COVID-19,
beginning in the first quarter of 2020 has impacted our business.
During periods of increased incidences of COVID-19, a reduction in
non-COVID-19 hospital admissions for non-emergent and elective
medical care have resulted in lower overall healthcare system
utilization. At the same time, COVID-19 treatment and testing costs
increased utilization. During 2022, we experienced lower overall
utilization of the healthcare system than anticipated, as the
reduction in COVID-19 utilization following the increased incidence
associated with the Omicron variant outpaced the increase in
non-COVID-19 utilization. The significant disruption in utilization
during 2020 also impacted our ability to implement clinical
initiatives to manage health care costs and chronic conditions of
our members, and appropriately document their risk profiles, and,
as such, significantly affected our 2021 revenue under the risk
adjustment payment model for Medicare Advantage plans. Finally,
changes in utilization patterns and actions taken in 2021 as a
result of the COVID-19 pandemic, including the suspension of
certain financial recovery programs for a period of time and
shifting the timing of claim payments and provider capitation
surplus payments, impacted our claim reserve development and
operating cash flows for 2021.
The COVID-19 National Emergency declared in 2020 was terminated on
April 10, 2023 and the Public Health Emergency is set to expire on
May 11, 2023.
Revenue Recognition
Our revenues include premiums and services revenue. Services
revenue includes administrative service fees that are recorded
based upon established per member per month rates and the number of
members for the month and are recognized as services are provided
for the month. Additionally, services revenue includes net patient
services revenue that are recorded based upon established billing
rates, less allowances for contractual adjustments, and are
recognized as services are provided. For additional information
regarding our revenues, refer to Note 2 to the audited Consolidated
Financial Statements included in Part II, Item 8, "Financial
Statements and Supplementary Data" in our 2022 Form 10-K. For
additional information regarding disaggregation of revenue by
segment and type, refer to Note 14 to the unaudited Condensed
Consolidated Financial Statements included in Part I, Item 1,
"Financial Statements" of this Form 10-Q.
At March 31, 2023, accounts receivable related to services
were $246 million. For the three months ended March 31, 2023,
we had no material bad-debt expense and there were no material
contract assets, contract liabilities or deferred contract costs
recorded on the condensed consolidated balance sheet at
March 31, 2023.
For the three months ended March 31, 2023, services revenue
recognized from performance obligations related to prior periods,
such as due to changes in transaction price, was not material.
Further, services revenue expected to be recognized in any future
year related to remaining performance obligations was not
material.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2020, the FASB issued Accounting Standards Update No.
2020-11, Financial Services—Insurance (Topic 944): Effective Date
and Early Application (“ASU 2020-11”). The amendments in ASU
2020-11 make changes to the effective date and early application of
Accounting Standards Update No. 2018-12, Financial
Services—Insurance (Topic 944): Targeted Improvements to the
Accounting for Long-Duration Contracts (“ASU 2018-12”), which was
issued in November 2018. The amendments in ASU 2020-11 have
extended the original effective date by one year, and now the
amendments are required for our interim and annual reporting
periods beginning after December 15, 2022. The new guidance relates
to accounting for long-duration contracts of insurers which revises
key elements of the measurement models and disclosure requirements
for long-duration contracts issued by insurers, including the
amortization of deferred contract acquisition costs and the
measurement of liabilities for future policy benefits using
current, rather than locked-in, assumptions. The new guidance,
limited to our Medicare Supplement product which represent less
than 1% of consolidated premiums and services revenue, became
effective for us beginning January 1, 2023 and is to be applied to
contracts in force on the basis of their existing carrying value
amounts at the beginning of the earliest period presented. The
adoption of the new standard in 2023 did not have a material impact
on our consolidated results of operations, financial position or
cash flows.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
There are no other recently issued accounting standards that apply
to us or that are expected to have a material impact on our results
of operations, financial condition, or cash flows.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
3. ACQUISITIONS AND DIVESTITURES
On August 11, 2022, we completed
the sale of a 60% interest
in Gentiva, formerly Kindred, Hospice to Clayton, Dubilier &
Rice, or CD&R, for cash proceeds of approximately
$2.7 billion, net of cash disposed, including debt repayments
from Gentiva Hospice to Humana of
$1.9 billion.
In connection with the sale we recognized a pre-tax gain, net of
transaction costs, of $237 million. For the three months ended
March 31, 2022, the accompanying condensed consolidated statement
of income includes revenues related to Gentiva Hospice of
$382 million and pretax earnings of
$62 million.
During 2023 and 2022, we acquired various health and wellness
related businesses which, individually or in the aggregate, have
not had a material impact on our results of operations, financial
condition, or cash flows. The results of operations and financial
condition of these businesses acquired in 2023 and 2022 have been
included in our condensed consolidated statements of income and
condensed consolidated balance sheets from the respective
acquisition dates. Acquisition-related costs recognized in 2023 and
2022 were not material to our results of operations. For asset
acquisitions, the goodwill acquired is partially amortizable as
deductible expenses for tax purposes. The pro forma financial
information assuming the acquisitions had occurred as of the
beginning of the calendar year prior to the year of acquisition, as
well as the revenues and earnings generated during the year of
acquisition, were not material for disclosure
purposes.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
4. INVESTMENT SECURITIES
Investment securities classified as current and long-term were as
follows at March 31, 2023 and December 31, 2022,
respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost |
|
Gross
Unrealized
Gains |
|
Gross
Unrealized
Losses |
|
Fair
Value |
|
(in millions) |
March 31, 2023 |
|
|
|
|
|
|
|
U.S. Treasury and other U.S. government
corporations and agencies: |
|
|
|
|
|
|
|
U.S. Treasury and agency obligations |
$ |
1,394 |
|
|
$ |
9 |
|
|
$ |
(47) |
|
|
$ |
1,356 |
|
Mortgage-backed securities |
3,919 |
|
|
7 |
|
|
(423) |
|
|
3,503 |
|
Tax-exempt municipal securities |
762 |
|
|
1 |
|
|
(27) |
|
|
736 |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
Residential |
470 |
|
|
— |
|
|
(73) |
|
|
397 |
|
Commercial |
1,562 |
|
|
— |
|
|
(149) |
|
|
1,413 |
|
Asset-backed securities |
1,915 |
|
|
2 |
|
|
(64) |
|
|
1,853 |
|
Corporate debt securities |
6,725 |
|
|
16 |
|
|
(696) |
|
|
6,045 |
|
Total debt securities |
$ |
16,747 |
|
|
$ |
35 |
|
|
$ |
(1,479) |
|
|
15,303 |
|
Common stock |
|
|
|
|
|
|
— |
|
Total investment securities |
|
|
|
|
|
|
$ |
15,303 |
|
|
|
|
|
|
|
|
|
December 31, 2022 |
|
|
|
|
|
|
|
U.S. Treasury and other U.S. government
corporations and agencies: |
|
|
|
|
|
|
|
U.S. Treasury and agency obligations |
$ |
1,093 |
|
|
$ |
1 |
|
|
$ |
(55) |
|
|
$ |
1,039 |
|
Mortgage-backed securities |
3,697 |
|
|
4 |
|
|
(471) |
|
|
3,230 |
|
Tax-exempt municipal securities |
765 |
|
|
0 |
|
|
(37) |
|
|
728 |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
Residential |
477 |
|
|
— |
|
|
(76) |
|
|
401 |
|
Commercial |
1,554 |
|
|
— |
|
|
(155) |
|
|
1,399 |
|
Asset-backed securities |
1,809 |
|
|
1 |
|
|
(79) |
|
|
1,731 |
|
Corporate debt securities |
6,551 |
|
|
3 |
|
|
(828) |
|
|
5,726 |
|
Total debt securities |
$ |
15,946 |
|
|
$ |
9 |
|
|
$ |
(1,701) |
|
|
14,254 |
|
Common stock |
|
|
|
|
|
|
7 |
|
Total investment securities |
|
|
|
|
|
|
$ |
14,261 |
|
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
We held certain corporate debt securities of Gentiva Hospice at
March 31, 2023 with amortized cost and fair value of
approximately $281 million and $286 million,
respectively.
Gross unrealized losses and fair values aggregated by investment
category and length of time of individual debt securities that have
been in a continuous unrealized loss position for which no
allowances for credit loss has been recorded were as follows at
March 31, 2023 and December 31, 2022,
respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
12 months or more |
|
Total |
|
Fair
Value |
|
Gross
Unrealized
Losses |
|
Fair
Value |
|
Gross
Unrealized
Losses |
|
Fair
Value |
|
Gross
Unrealized
Losses |
|
(in millions) |
March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and other U.S. government corporations and
agencies: |
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and agency obligations |
$ |
290 |
|
|
$ |
(2) |
|
|
$ |
396 |
|
|
$ |
(45) |
|
|
$ |
686 |
|
|
$ |
(47) |
|
Mortgage-backed securities |
867 |
|
|
(17) |
|
|
2,123 |
|
|
(406) |
|
|
2,990 |
|
|
(423) |
|
Tax-exempt municipal securities |
343 |
|
|
(5) |
|
|
314 |
|
|
(22) |
|
|
657 |
|
|
(27) |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
Residential |
25 |
|
|
(2) |
|
|
369 |
|
|
(71) |
|
|
394 |
|
|
(73) |
|
Commercial |
119 |
|
|
(4) |
|
|
1,275 |
|
|
(145) |
|
|
1,394 |
|
|
(149) |
|
Asset-backed securities |
583 |
|
|
(21) |
|
|
971 |
|
|
(43) |
|
|
1,554 |
|
|
(64) |
|
Corporate debt securities |
1,453 |
|
|
(47) |
|
|
3,634 |
|
|
(649) |
|
|
5,087 |
|
|
(696) |
|
Total debt securities |
$ |
3,680 |
|
|
$ |
(98) |
|
|
$ |
9,082 |
|
|
$ |
(1,381) |
|
|
$ |
12,762 |
|
|
$ |
(1,479) |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and other U.S. government corporations and
agencies: |
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and agency obligations |
$ |
512 |
|
|
$ |
(5) |
|
|
$ |
397 |
|
|
$ |
(50) |
|
|
$ |
909 |
|
|
$ |
(55) |
|
Mortgage-backed securities |
1,231 |
|
|
(104) |
|
|
1,683 |
|
|
(367) |
|
|
2,914 |
|
|
(471) |
|
Tax-exempt municipal securities |
64 |
|
|
(2) |
|
|
615 |
|
|
(36) |
|
|
679 |
|
|
(38) |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
Residential |
124 |
|
|
(16) |
|
|
274 |
|
|
(60) |
|
|
398 |
|
|
(76) |
|
Commercial |
243 |
|
|
(13) |
|
|
1,157 |
|
|
(142) |
|
|
1,400 |
|
|
(155) |
|
Asset-backed securities |
620 |
|
|
(32) |
|
|
1,011 |
|
|
(46) |
|
|
1,631 |
|
|
(78) |
|
Corporate debt securities |
1,625 |
|
|
(98) |
|
|
3,825 |
|
|
(730) |
|
|
5,450 |
|
|
(828) |
|
Total debt securities |
$ |
4,419 |
|
|
$ |
(270) |
|
|
$ |
8,962 |
|
|
$ |
(1,431) |
|
|
$ |
13,381 |
|
|
$ |
(1,701) |
|
Approximately 98% of our debt securities were investment-grade
quality, with a weighted average credit rating of AA by Standard
& Poor's Rating Service, or S&P, at March 31, 2023.
Most of the debt securities that were below investment-grade were
rated BB-, the higher end of the below investment-grade rating
scale. Tax-exempt municipal securities were diversified among
general obligation bonds of states and local municipalities in the
United States as well as special revenue bonds issued by
municipalities to finance specific public works projects such as
utilities, water and sewer, transportation, or education. Our
general obligation bonds are diversified across the United States
with no individual state exceeding 1% of our total debt securities.
Our investment policy limits investments in a single issuer and
requires diversification among various asset types.
Our unrealized losses from all debt securities were generated from
approximately 1,550 positions out of a total of approximately 1,950
positions at March 31, 2023. All issuers of debt securities we
own that were trading at an unrealized loss at March 31, 2023
remain current on all contractual payments. After taking into
account these and
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
other factors previously described, we believe these unrealized
losses primarily were caused by an increase in market interest
rates in the current markets since the time these debt securities
were purchased. At March 31, 2023, we did not intend to sell
any debt securities with an unrealized loss position in accumulated
other comprehensive income, and it is not likely that we will be
required to sell these debt securities before recovery of their
amortized cost basis. Additionally, we did not record any material
credit allowances for debt securities that were in an unrealized
loss position for the three months ended March 31, 2023 or
2022.
The detail of (losses) gains related to investment securities and
included within investment income was as follows for the three
months ended March 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2023 |
|
2022 |
|
|
|
|
|
(in millions) |
|
|
Gross gains on investment securities |
$ |
— |
|
|
$ |
33 |
|
|
|
|
|
Gross losses on investment securities |
(61) |
|
|
(1) |
|
|
|
|
|
Gross gains on equity securities |
1 |
|
|
— |
|
|
|
|
|
Gross losses on equity securities |
— |
|
|
(108) |
|
|
|
|
|
Net recognized losses on investment securities |
$ |
(60) |
|
|
$ |
(76) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The gains and losses related to equity securities for the three
months ended March 31, 2023 and 2022 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2023 |
|
2022 |
|
|
|
|
|
(in millions) |
|
|
Net gains (losses) recognized on equity securities during the
period |
$ |
1 |
|
|
$ |
(108) |
|
|
|
|
|
Less: Net gains (losses) recognized on equity securities sold
during the period |
1 |
|
|
(59) |
|
|
|
|
|
Unrealized losses recognized on equity securities still held at the
end of the period |
$ |
— |
|
|
$ |
(49) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The contractual maturities of debt securities available for sale at
March 31, 2023, regardless of their balance sheet
classification, are shown below. Expected maturities may differ
from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment
penalties.
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost |
|
Fair
Value |
|
(in millions) |
Due within one year |
$ |
500 |
|
|
$ |
495 |
|
Due after one year through five years |
4,116 |
|
|
3,941 |
|
Due after five years through ten years |
3,014 |
|
|
2,650 |
|
Due after ten years |
1,251 |
|
|
1,051 |
|
Mortgage and asset-backed securities |
7,866 |
|
|
7,166 |
|
Total debt securities |
$ |
16,747 |
|
|
$ |
15,303 |
|
For additional information regarding our investment securities,
refer to Note 2 to the audited Consolidated Financial Statements
included in Part II, Item 8, "Financial Statements and
Supplementary Data" in our 2022 Form 10-K.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
5. FAIR VALUE
Financial Assets
The following table summarizes our fair value measurements at
March 31, 2023 and December 31, 2022, respectively, for
financial assets measured at fair value on a recurring
basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
Fair
Value |
|
Quoted Prices
in Active
Markets
(Level 1) |
|
Other
Observable
Inputs
(Level 2) |
|
Unobservable
Inputs
(Level 3) |
|
(in millions) |
March 31, 2023 |
|
|
|
|
|
|
|
Cash equivalents |
$ |
13,613 |
|
|
$ |
13,613 |
|
|
$ |
— |
|
|
$ |
— |
|
Debt securities: |
|
|
|
|
|
|
|
U.S. Treasury and other U.S. government
corporations and agencies: |
|
|
|
|
|
|
|
U.S. Treasury and agency obligations |
1,356 |
|
|
— |
|
|
1,356 |
|
|
— |
|
Mortgage-backed securities |
3,503 |
|
|
— |
|
|
3,503 |
|
|
— |
|
Tax-exempt municipal securities |
736 |
|
|
— |
|
|
736 |
|
|
— |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
Residential |
397 |
|
|
— |
|
|
397 |
|
|
— |
|
Commercial |
1,413 |
|
|
— |
|
|
1,413 |
|
|
— |
|
Asset-backed securities |
1,853 |
|
|
— |
|
|
1,853 |
|
|
— |
|
Corporate debt securities |
6,045 |
|
|
— |
|
|
5,946 |
|
|
99 |
|
Total debt securities |
15,303 |
|
|
— |
|
|
15,204 |
|
|
99 |
|
Common stock |
— |
|
|
— |
|
|
— |
|
|
— |
|
Total invested assets |
$ |
28,916 |
|
|
$ |
13,613 |
|
|
$ |
15,204 |
|
|
$ |
99 |
|
|
|
|
|
|
|
|
|
December 31, 2022 |
|
|
|
|
|
|
|
Cash equivalents |
$ |
4,832 |
|
|
$ |
4,832 |
|
|
$ |
— |
|
|
$ |
— |
|
Debt securities: |
|
|
|
|
|
|
|
U.S. Treasury and other U.S. government
corporations and agencies: |
|
|
|
|
|
|
|
U.S. Treasury and agency obligations |
1,039 |
|
|
— |
|
|
1,039 |
|
|
— |
|
Mortgage-backed securities |
3,230 |
|
|
— |
|
|
3,230 |
|
|
— |
|
Tax-exempt municipal securities |
728 |
|
|
— |
|
|
728 |
|
|
— |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
Residential |
401 |
|
|
— |
|
|
401 |
|
|
— |
|
Commercial |
1,399 |
|
|
— |
|
|
1,399 |
|
|
— |
|
Asset-backed securities |
1,731 |
|
|
— |
|
|
1,731 |
|
|
— |
|
Corporate debt securities |
5,726 |
|
|
— |
|
|
5,625 |
|
|
101 |
|
Total debt securities |
14,254 |
|
|
— |
|
|
14,153 |
|
|
101 |
|
Common stock |
7 |
|
|
7 |
|
|
— |
|
|
— |
|
Total invested assets |
$ |
19,093 |
|
|
$ |
4,839 |
|
|
$ |
14,153 |
|
|
$ |
101 |
|
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
Our Level 3 assets had a fair value of $99 million at
March 31, 2023, or 0.3% of our total invested assets. During
the year ended March 31, 2023, the changes in the fair value
of the assets measured using significant unobservable inputs (Level
3) were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2023 |
For the three months ended March 31, 2022 |
|
|
|
|
|
Private Placements |
|
|
|
|
|
(in millions) |
Beginning balance at January 1 |
$ |
101 |
|
$ |
68 |
|
|
|
|
|
Total gains or losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized in other comprehensive income |
1 |
|
(4) |
|
|
|
|
|
Purchases |
1 |
|
17 |
|
|
|
|
|
Sales |
— |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Transfer out |
(4) |
|
— |
|
|
|
|
|
Balance at March 31 |
$ |
99 |
|
$ |
80 |
|
|
|
|
|
Financial Liabilities
Our debt is recorded at carrying value in our consolidated balance
sheets. The carrying value of our senior notes debt outstanding,
net of unamortized debt issuance costs, was $11.2 billion at
March 31, 2023 and $10.0 billion at December 31, 2022. The
fair value of our senior notes debt was $10.9 billion at
March 31, 2023 and $9.4 billion at December 31, 2022. The fair
value of our senior notes debt is determined based on Level 2
inputs, including quoted market prices for the same or similar
debt, or if no quoted market prices are available, on the current
prices estimated to be available to us for debt with similar terms
and remaining maturities. Carrying value approximates fair value
for our term loans and commercial paper borrowings. The commercial
paper borrowings were $426 million at March 31, 2023. The term
loans and commercial paper borrowings were $1.1 billion at December
31, 2022.
Put and Call Options Measured at Fair Value
Our put and call options associated with our equity method
investments are measured at fair value each period using a Monte
Carlo simulation.
The put and call options fair values associated with our Primary
Care Organization strategic partnership with Welsh, Carson,
Anderson & Stowe, or WCAS, which are exercisable at a fixed
revenue exit multiple and provide a minimum return on WCAS'
investment if exercised, are measured at fair value each reporting
period using a Monte Carlo simulation. The put and call options
fair values, derived from the Monte Carlo simulation, were $318
million and $8 million, respectively, at March 31, 2023. The
put and call options fair values, derived from the Monte Carlo
simulation, were $267 million and $10 million, respectively, at
December 31, 2022.
The significant unobservable inputs utilized in these Level 3 fair
value measurements (and selected values) include the enterprise
value, annualized volatility and credit spread. Enterprise value
was derived from a discounted cash flow model, which utilized
significant unobservable inputs for long-term revenue, to measure
underlying cash flows, weighted average cost of capital and long
term growth rate. The table below presents the assumptions used for
each reporting period.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
December 31, 2022 |
|
|
|
Annualized volatility |
16.7% - 19.3%
|
16.7% - 20.8%
|
|
|
|
Credit spread |
1.2% - 1.4%
|
1.3% - 1.5%
|
|
|
|
Revenue exit multiple |
1.5x - 2.5x
|
1.5x - 2.5x
|
|
|
|
Weighted average cost of capital |
12.0% - 13.0%
|
11.5% - 12.5%
|
|
|
|
Long term growth rate |
3.0 |
% |
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assumptions used for annualized volatility, credit spread and
weighted average cost of capital reflect the lowest and highest
values where they differ significantly across the series of put and
call options due to their expected exercise dates.
Other Assets and Liabilities Measured at Fair Value
Certain assets and liabilities are measured at fair value on a
non-recurring basis subject to fair value adjustment only in
certain circumstances. As disclosed in Note 3, we acquired various
health and wellness related businesses during 2023. The net assets
acquired and resulting goodwill and other intangible assets were
recorded at fair value primarily using Level 3 inputs. The net
tangible assets including receivables and accrued liabilities were
recorded at their carrying value which approximated their fair
value due to their short term nature. The fair value of goodwill
and other intangible assets were internally estimated based
primarily on the income approach. The income approach estimates
fair value based on the present value of cash flow that the assets
could be expected to generate in the future. We developed internal
estimates for expected cash flows in the present value calculation
using inputs and significant assumptions that include historical
revenues and earnings, revenue growth rates, the amount and timing
of future cash flows, discount rates, contributory asset charges
and future tax rates, among others. The excess purchase price over
the fair value of assets and liabilities acquired is recorded as
goodwill.
As disclosed in Note 3, we completed the sale of Gentiva Hospice on
August 11, 2022. The carrying value of the assets and liabilities
of Gentiva Hospice disposed approximates fair value. The amount of
goodwill included in the carrying value is based on the relative
fair value of the Home Solutions reporting unit included within the
CenterWell segment.
Other than the assets and liabilities acquired during 2023, there
were no other material assets or liabilities measured at fair value
on a recurring or nonrecurring basis during 2023.
For additional information regarding our fair value measurements,
refer to Note 2 to the audited Consolidated Financial Statements
included in Part II, Item 8, "Financial Statements and
Supplementary Data" in our 2022 Form 10-K.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
6. MEDICARE PART D
We cover prescription drug benefits in accordance with Medicare
Part D under multiple contracts with the Centers for Medicare and
Medicaid Services, or CMS. The accompanying condensed consolidated
balance sheets include the following amounts associated with
Medicare Part D at March 31, 2023 and December 31, 2022. CMS
subsidies/discounts in the table below include the reinsurance and
low-income cost subsidies funded by CMS for which we assume no risk
as well as brand name prescription drug discounts for Part D plan
participants in the coverage gap funded by CMS and pharmaceutical
manufacturers. For additional information regarding our
prescription drug benefits coverage in accordance with Medicare
Part D, refer to Note 2 to the audited Consolidated Financial
Statements included in Part II, Item 8, "Financial Statements and
Supplementary Data" in our 2022 Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
Risk
Corridor
Settlement |
|
CMS
Subsidies/
Discounts |
|
Risk
Corridor
Settlement |
|
CMS
Subsidies/
Discounts |
|
(in millions) |
Other current assets |
$ |
86 |
|
|
$ |
239 |
|
|
$ |
240 |
|
|
$ |
696 |
|
Trade accounts payable and accrued expenses |
(147) |
|
|
(3,805) |
|
|
(166) |
|
|
(1,236) |
|
Net current (liability) asset |
(61) |
|
|
(3,566) |
|
|
74 |
|
|
(540) |
|
Other long-term assets |
307 |
|
|
— |
|
|
19 |
|
|
— |
|
Other long-term liabilities |
(93) |
|
|
— |
|
|
(78) |
|
|
— |
|
Net long-term asset (liability) |
214 |
|
|
— |
|
|
(59) |
|
|
— |
|
Total net asset (liability) |
$ |
153 |
|
|
$ |
(3,566) |
|
|
$ |
15 |
|
|
$ |
(540) |
|
7. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill for our reportable
segments for the three months ended March 31, 2023 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
CenterWell |
|
|
|
|
|
Total |
|
(in millions) |
Balance at January 1, 2023 |
$ |
2,472 |
|
|
$ |
6,670 |
|
|
|
|
|
|
$ |
9,142 |
|
Acquisitions |
106 |
|
|
72 |
|
|
|
|
|
|
178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2023 |
$ |
2,578 |
|
|
$ |
6,742 |
|
|
|
|
|
|
$ |
9,320 |
|
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
The following table presents details of our other intangible assets
included in other long-term assets in the accompanying condensed
consolidated balance sheets at March 31, 2023 and December 31,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
|
Weighted
Average
Life |
|
Cost |
|
Accumulated
Amortization |
|
Net |
|
Cost |
|
Accumulated
Amortization |
|
Net |
|
|
|
($ in millions) |
Other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of need |
Indefinite |
|
$ |
1,132 |
|
|
$ |
— |
|
|
$ |
1,132 |
|
|
$ |
1,132 |
|
|
$ |
— |
|
|
$ |
1,132 |
|
Medicare licenses |
Indefinite |
|
286 |
|
|
— |
|
|
286 |
|
|
286 |
|
|
— |
|
|
286 |
|
Customer contracts/
relationships |
9.3 years |
|
932 |
|
|
685 |
|
|
247 |
|
|
929 |
|
|
673 |
|
|
256 |
|
Trade names and
technology |
6.8 years |
|
134 |
|
|
101 |
|
|
33 |
|
|
142 |
|
|
107 |
|
|
35 |
|
Provider contracts |
11.6 years |
|
73 |
|
|
63 |
|
|
10 |
|
|
73 |
|
|
63 |
|
|
10 |
|
Noncompetes and
other |
8.4 years |
|
84 |
|
|
38 |
|
|
46 |
|
|
86 |
|
|
40 |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangible
assets |
9.1 years |
|
$ |
2,641 |
|
|
$ |
887 |
|
|
$ |
1,754 |
|
|
$ |
2,648 |
|
|
$ |
883 |
|
|
$ |
1,765 |
|
For the three months ended March 31, 2023
and 2022, amortization expense for other intangible assets was
approximately $18 million. The following table presents our
estimate of amortization expense remaining for 2023 and each of the
five next succeeding years at March 31, 2023:
|
|
|
|
|
|
|
(in millions) |
For the years ending December 31, |
|
2023 |
$ |
47 |
|
2024 |
56 |
|
2025 |
54 |
|
2026 |
41 |
|
2027 |
32 |
|
2028 |
27 |
|
For additional information regarding our goodwill and intangible
assets, refer to Note 2 to the audited Consolidated Financial
Statements included in Part II, Item 8, "Financial Statements and
Supplementary Data" in our 2022 Form 10-K.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
8. BENEFITS PAYABLE
On a consolidated basis, which represents our Insurance segment net
of eliminations, activity in benefits payable was as follows for
the three months ended March 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
|
2023 |
|
2022 |
|
|
(in millions) |
Balances, beginning of period |
|
$ |
9,264 |
|
|
$ |
8,289 |
|
|
|
|
|
|
Incurred related to: |
|
|
|
|
Current year |
|
22,380 |
|
|
19,985 |
|
Prior years |
|
(522) |
|
|
(360) |
|
Total incurred |
|
21,858 |
|
|
19,625 |
|
Paid related to: |
|
|
|
|
Current year |
|
(14,203) |
|
|
(12,284) |
|
Prior years |
|
(6,901) |
|
|
(6,252) |
|
Total paid |
|
(21,104) |
|
|
(18,536) |
|
Balances, end of period |
|
$ |
10,018 |
|
|
$ |
9,378 |
|
The total estimate of benefits payable for claims incurred but not
reported, or IBNR, is included within the net incurred claims
amounts. At March 31, 2023, benefits payable included IBNR of
approximately $6.3 billion, primarily associated with claims
incurred in 2023.
Amounts incurred related to prior periods vary from previously
estimated liabilities as the claims ultimately are settled.
Negative amounts reported for incurred related to prior years
result from claims being ultimately settled for amounts less than
originally estimated (favorable development).
Our reserving practice is to consistently recognize the actuarial
best estimate of our ultimate liability for claims. Actuarial
standards require the use of assumptions based on moderately
adverse experience, which generally results in favorable reserve
development, or reserves that are considered redundant. For
additional information regarding our benefits payable and benefits
expense recognition, refer to Note 2 to the audited Consolidated
Financial Statements included in Part II, Item 8, "Financial
Statements and Supplementary Data" in our 2022 Form
10-K.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
9. EARNINGS PER COMMON SHARE COMPUTATION
Detail supporting the computation of basic and diluted earnings per
common share was as follows for the three months ended March 31,
2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2023 |
|
2022 |
|
|
|
|
|
(dollars in millions, except per common share results; number of
shares in thousands) |
Net income available for common stockholders |
$ |
1,239 |
|
|
$ |
930 |
|
|
|
|
|
Weighted average outstanding shares of common stock
used to compute basic earnings per common
share |
125,005 |
|
|
126,938 |
|
|
|
|
|
Dilutive effect of: |
|
|
|
|
|
|
|
Employee stock options |
34 |
|
|
40 |
|
|
|
|
|
Restricted stock |
525 |
|
|
496 |
|
|
|
|
|
Shares used to compute diluted earnings per common
share |
125,564 |
|
|
127,474 |
|
|
|
|
|
Basic earnings per common share |
$ |
9.91 |
|
|
$ |
7.32 |
|
|
|
|
|
Diluted earnings per common share |
$ |
9.87 |
|
|
$ |
7.29 |
|
|
|
|
|
Number of antidilutive stock options and restricted stock
excluded from computation |
538 |
|
|
626 |
|
|
|
|
|
For additional information regarding earnings per common share,
refer to Note 2 to the audited Consolidated Financial Statements
included in Part II, Item 8, "Financial Statements and
Supplementary Data" in our 2022 Form 10-K.
10. STOCKHOLDERS’ EQUITY
Dividends
The following table provides details of dividend payments,
excluding dividend equivalent rights for unvested stock awards,
during 2023 under our Board approved quarterly cash dividend
policy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record
Date |
|
Payment
Date |
|
Amount
per Share |
|
Total
Amount |
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/30/2022 |
|
1/27/2023 |
|
$ |
0.7900 |
|
|
$ |
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In February 2023, the Board declared a cash dividend of $0.885 per
share payable on April 28, 2023 to stockholders of record on March
31, 2023. In April 2023, the Board declared a cash dividend of
$0.885 per share payable on July 28, 2023 to stockholders of record
as of the close of business on June 30, 2023. Declaration and
payment of future quarterly dividends are at the discretion of our
Board and may be adjusted as business needs or market conditions
change.
Stock Repurchases
Our Board of Directors may authorize the purchase of our common
stock shares. Under the share repurchase authorization, shares may
be purchased from time to time at prevailing prices in the open
market, by block purchases, through plans designed to comply with
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended,
or in privately-negotiated transactions, including pursuant to
accelerated share repurchase agreements with investment banks,
subject to certain regulatory restrictions on volume, pricing, and
timing.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
On February 15, 2023, the Board of Directors replaced the previous
share repurchase authorization of up to $3 billion (of which
approximately $1 billion remained unused) with a new
authorization for repurchases of up to $3 billion of our
common shares exclusive of shares repurchased in connection with
employee stock plans, expiring as of February 15, 2026. During the
three months ended March 31, 2023, we repurchased 0.1 million
shares in open market transactions for $67 million at an
average price of $495.68 under the current share repurchase
authorization. During the three months ended March 31, 2022 we did
not repurchase shares in open market transactions.
Our remaining repurchase authorization was $2.8 billion as of
April 25, 2023.
In connection with employee stock plans, we acquired 0.05 million
common shares for $27 million and 0.06 million common shares
for $24 million during the three months ended March 31, 2023 and
2022, respectively.
For additional information regarding our stockholders' equity,
refer to Note 16 to the audited Consolidated Financial Statements
included in Part II, Item 8, "Financial Statements and
Supplementary Data" in our 2022 Form 10-K.
11. INCOME TAXES
The effective income tax rate was 22.5% and 23.5% for the
three months ended March 31, 2023 and 2022, respectively. The
year-over-year decrease in the effective income tax rate is
primarily due to the recognition of a non-taxable gain in the 2023
quarter.
For additional information regarding income taxes, refer to Note 2
to the audited Consolidated Financial Statements included in Part
II, Item 8, "Financial Statements and Supplementary Data" in our
2022 Form 10-K.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
12. DEBT
The carrying value of debt outstanding, net of unamortized debt
issuance costs, was as follows at March 31, 2023 and December
31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
|
(in millions) |
Short-term debt: |
|
|
|
Commercial paper |
$ |
426 |
|
|
$ |
595 |
|
|
|
|
|
Senior notes: |
|
|
|
$1.5 billion, 0.650% due August 3, 2023
|
1,441 |
|
|
1,497 |
|
Total senior notes |
1,441 |
|
|
1,497 |
Total short-term debt |
$ |
1,867 |
|
|
$ |
2,092 |
|
Long-term debt: |
|
|
|
Senior notes: |
|
|
|
$600 million, 3.850% due October 1, 2024
|
$ |
595 |
|
|
$ |
599 |
|
$600 million, 4.500% due April 1, 2025
|
597 |
|
|
597 |
|
$500 million, 5.700% due March 13, 2026
|
497 |
|
|
— |
|
$750 million, 1.350% due February 3, 2027
|
745 |
|
|
745 |
|
$600 million, 3.950% due March 15, 2027
|
597 |
|
|
597 |
|
$500 million, 5.750% due March 1, 2028
|
494 |
|
|
494 |
|
$750 million, 3.700% due March 23, 2029
|
743 |
|
|
743 |
|
$500 million, 3.125% due August 15, 2029
|
496 |
|
|
496 |
|
$500 million, 4.875% due April 1, 2030
|
496 |
|
|
495 |
|
$750 million, 2.150% due February 3, 2032
|
743 |
|
|
743 |
|
$750 million, 5.880% due March 1, 2033
|
740 |
|
|
739 |
|
$250 million, 8.150% due June 15, 2038
|
261 |
|
|
261 |
|
$400 million, 4.625% due December 1, 2042
|
396 |
|
|
396 |
|
$750 million, 4.950% due October 1, 2044
|
740 |
|
|
740 |
|
$400 million, 4.800% due March 15, 2047
|
396 |
|
|
396 |
|
$500 million, 3.950% due August 15, 2049
|
493 |
|
|
493 |
|
$750 million, 5.500% due March 15, 2053
|
714 |
|
|
— |
|
Total senior notes |
9,743 |
|
|
8,534 |
|
Term loans: |
|
|
|
Delayed draw term loan, due May 28, 2024 |
— |
|
|
500 |
Total term loans |
— |
|
|
500 |
Total long-term debt |
$ |
9,743 |
|
|
$ |
9,034 |
|
Senior Notes
In March 2023, we issued $500 million of 5.700% unsecured
senior notes due March 13, 2026 and $750 million of 5.500%
unsecured senior notes due March 15, 2053. Our net proceeds,
reduced for the underwriters' discounts and commissions paid, were
$1.2 billion. We used the net proceeds to repay outstanding
amounts under our $500 million Delayed Draw Term Loan. The
remaining net proceeds will be used for general corporate purposes,
which include the repayment of existing indebtedness, including
borrowings under our commercial paper program.
In March 2023, we entered into a Rule 10b5-1 Repurchase Plan, or
the Plan, to repurchase a portion of our $1.5 billion
aggregate principal amount of 0.650% senior notes maturing in
August 2023 and our $600 million
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
aggregate principal amount of 3.850% senior notes maturing in
October 2024 during the Plan period beginning on March 13, 2023 and
ending on June 15, 2023. During the three months ended March 31,
2023, we repurchased $61 million aggregate principal amount,
for cash totaling approximately $60 million.
For additional information regarding our Senior Notes, refer to
Note 13 to the audited Consolidated Financial Statements included
in Part II, Item 8, "Financial Statements and Supplementary Data"
in our 2022 Form 10-K.
Revolving Credit Agreements
Our credit agreements contain customary restrictive covenants and a
financial covenant regarding maximum debt to capitalization of 60%,
as well as customary events of default. We are in compliance with
this financial covenant, with actual debt to capitalization of
41.1% as measured in accordance with the revolving credit
agreements as of March 31, 2023.
At March 31, 2023, we had no borrowings and approximately $39
million of letters of credit outstanding under the revolving credit
agreements, including those of KAH. Accordingly, as of
March 31, 2023, we had $2.4 billion of remaining borrowing
capacity under the 5-year revolving credit agreement and
$1.5 billion of remaining borrowing capacity under the 364-day
revolving credit agreement (which excludes the uncommitted $750
million of incremental loan facilities), none of which would be
restricted by our financial covenant compliance
requirement.
For additional information regarding our Revolving Credit
Agreements, refer to Note 13 to the audited Consolidated Financial
Statements included in Part II, Item 8, "Financial Statements and
Supplementary Data" in our 2022 Form 10-K.
Commercial Paper
Under our commercial paper program we may issue short-term,
unsecured commercial paper notes privately placed on a discount
basis through certain broker dealers at any time. Amounts available
under the program may be borrowed, repaid and re-borrowed from time
to time. The net proceeds of issuances have been and are expected
to be used for general corporate purposes. The maximum principal
amount outstanding at any one time during the three months ended
March 31, 2023 was $626 million, with $426 million outstanding at
March 31, 2023 compared to $595 million outstanding at
December 31, 2022. The outstanding commercial paper at
March 31, 2023 had a weighted average annual interest rate of
5.45%.
For additional information regarding our Commercial Paper refer to
Note 13 to the audited Consolidated Financial Statements included
in Part II, Item 8, "Financial Statements and Supplementary Data"
in our 2022 Form 10-K.
Other Short-term Borrowings
We are a member, through one subsidiary, of the Federal Home Loan
Bank of Cincinnati, or FHLB. As a member we have the ability to
obtain short-term cash advances, subject to certain minimum
collateral requirements. At March 31, 2023 we had no
outstanding short-term FHLB borrowings.
13. COMMITMENTS, GUARANTEES AND CONTINGENCIES
Government Contracts
Our Medicare products, which accounted for approximately 84% of our
total premiums and services revenue for the three months ended
March 31, 2023, primarily consisted of products covered under the
Medicare Advantage and Medicare Part D Prescription Drug Plan
contracts with the federal government. These contracts are renewed
generally for a calendar year term unless CMS notifies us of its
decision not to renew by May 1 of the calendar year in which the
contract would end, or we notify CMS of our decision not to renew
by the first Monday in June of the calendar year in which the
contract would end. All material contracts between Humana and CMS
relating to our Medicare products have been renewed for 2023, and
all of our product offerings filed with CMS for 2023 have been
approved.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
CMS uses a risk-adjustment model which adjusts premiums paid to
Medicare Advantage, or MA, plans according to health status of
covered members. The risk-adjustment model, which CMS implemented
pursuant to the Balanced Budget Act of 1997, or BBA, and the
Benefits Improvement and Protection Act of 2000, or BIPA, generally
pays more where a plan's membership has higher expected costs.
Under this model, rates paid to MA plans are based on actuarially
determined bids, which include a process whereby our prospective
payments are based on our estimated cost of providing standard
Medicare-covered benefits to an enrollee with a "national average
risk profile." That baseline payment amount is adjusted to account
for certain demographic characteristics and health status of our
enrolled members. Under the risk-adjustment methodology, all MA
plans must collect from providers and submit the necessary
diagnosis code information to CMS within prescribed deadlines. The
CMS risk-adjustment model uses the diagnosis data, collected from
providers, to calculate the health status-related risk-adjusted
premium payment to MA plans, which CMS further adjusts for coding
pattern differences between the health plans and the government
fee-for-service, or FFS, program. We generally rely on providers,
including certain providers in our network who are our employees,
to code their claim submissions with appropriate diagnoses, which
we send to CMS as the basis for our health status-adjusted payment
received from CMS under the actuarial risk-adjustment model. We
also rely on these providers to document appropriately all medical
data, including the diagnosis data submitted with claims. In
addition, we conduct medical record reviews as part of our data and
payment accuracy compliance efforts, to more accurately reflect
diagnosis conditions under the risk adjustment model.
CMS and the Office of the Inspector General of Health and Human
Services, or HHS-OIG, perform audits of various companies’ risk
adjustment diagnosis data submissions. We refer to these audits as
Risk-Adjustment Data Validation Audits, or RADV audits. RADV audits
review medical records in an attempt to validate provider medical
record documentation and coding practices that influence the
calculation of health status-related premium payments to MA
plans.
In 2012, CMS released an MA contract-level RADV methodology that
would extrapolate the results of each CMS RADV audit sample to the
audited MA contract’s entire health status-related risk adjusted
premium amount for the year under audit. In doing so, CMS
recognized “that the documentation standard used in RADV audits to
determine a contract’s payment error (medical records) is different
from the documentation standard used to develop the Part C
risk-adjustment model (FFS claims).” To correct for this
difference, CMS stated that it would apply a “Fee-for-Service
Adjuster (FFS Adjuster)” as “an offset to the preliminary recovery
amount.” This adjuster would be “calculated by CMS based on a
RADV-like review of records submitted to support FFS claims data.”
CMS stated that this methodology would apply to audits beginning
with PY 2011. Humana relied on CMS’s 2012 guidance in submitting MA
bids to CMS. Humana also launched a “Self-Audits” program in 2013
that applied CMS’s 2012 RADV audit methodology and included an
estimated FFS Adjuster. Humana completed Self-Audits for PYs
2011-2016 and reported results to CMS.
In October 2018, however, CMS issued a proposed rule announcing
possible changes to the RADV audit methodology, including
elimination of the FFS Adjuster. CMS proposed applying its revised
methodology, including extrapolated recoveries without application
of a FFS Adjuster, to RADV audits dating back to PY 2011. On
January 30, 2023, CMS published a final rule related to the RADV
audit methodology (Final RADV Rule). The Final RADV Rule confirmed
CMS’s decision to eliminate the FFS Adjuster. The Final RADV Rule
states CMS’s intention to extrapolate results from CMS and HHS-OIG
RADV audits beginning with PY 2018, rather than PY 2011 as
proposed. However, CMS’s Final RADV Rule does not adopt a specific
sampling, extrapolation or audit methodology. CMS instead stated
its general plan to rely on “any statistically valid method . . .
that is determined to be well-suited to a particular
audit.”
Humana is considering its legal options with respect to CMS’s
changed position on the FFS Adjuster and seeking clarity regarding
our compliance obligations in light of the Final RADV Rule. We
believe that the Final RADV Rule fails to address adequately the
statutory requirement of actuarial equivalence. Further, Humana’s
actuarially certified bids through PY 2023 preserved Humana’s
position that CMS should apply an FFS Adjuster in any RADV audit
that CMS intends to extrapolate. We expect CMS to apply the Final
RADV Rule, including the first application of extrapolated audit
results to determine audit settlements without a FFS Adjuster, to
CMS and HHS-OIG RADV audits conducted for PY 2018 and subsequent
years. The Final RADV Rule, including the lack of
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
a FFS Adjuster, and any related regulatory, industry or company
reactions, could have a material adverse effect on our results of
operations, financial position, or cash flows.
In addition, as part of our internal compliance efforts, we
routinely perform ordinary course reviews of our internal business
processes related to, among other things, our risk coding and data
submissions in connection with the risk adjustment model. These
reviews may also result in the identification of errors and the
submission of corrections to CMS that may, either individually or
in the aggregate, be material. As such, the result of these reviews
may have a material adverse effect on our results of operations,
financial position, or cash flows.
As we explore our legal options and compliance obligations, we
remain committed to working alongside CMS to promote the integrity
of the MA program as well as affordability and cost certainty for
our members. It is critical that MA plans are paid accurately and
that payment model principles, including the application of a FFS
Adjuster, are in accordance with the requirements of the Social
Security Act, which, if not implemented correctly could have a
material adverse effect on our results of operations, financial
position, or cash flows.
Our state-based Medicaid business, which accounted for
approximately 7% of our total premiums and services revenue for the
three months ended March 31, 2023 primarily consisted of serving
members enrolled in Medicaid, and in certain circumstances members
who qualify for both Medicaid and Medicare, under contracts with
various states.
At March 31, 2023, our Military business, which accounted for
approximately 1% of our total premiums and services revenue for the
three months ended March 31, 2023, primarily consisted of the
TRICARE T2017 East Region contract. The T2017 East Region contract
comprising 32 states and approximately 6 million TRICARE
beneficiaries, under which delivery of health care services
commenced on January 1, 2018. The T2017 East Region contract, which
was originally set to expire on December 31, 2022, was subsequently
extended by the DoD and is currently scheduled to expire on
December 31, 2023, unless further extended.
In December 2022, we were awarded the next generation of TRICARE
Managed Care Support Contracts, or T-5, for the TRICARE East Region
by the Defense Health Agency of the DoD. The contract is expected
to go into effect in 2024. Until then the T2017 contract remains in
place. Under the terms of the award, our service area covers
approximately 4.6 million beneficiaries in a region consisting
of 24 states and Washington, D.C. The length of the contract is
one base year with eight annual option periods, which, if
all options are exercised, would result in a total contract length
of nine years.
The loss of any of the contracts above or significant changes in
these programs as a result of legislative or regulatory action,
including reductions in premium payments to us, regulatory
restrictions on profitability, including reviews by regulatory
bodies that may compare our Medicare Advantage profitability to our
non-Medicare Advantage business profitability, or compare the
profitability of various products within our Medicare Advantage
business, and require that they remain within certain ranges of
each other, or increases in member benefits or member eligibility
criteria without corresponding increases in premium payments to us,
may have a material adverse effect on our results of operations,
financial position, and cash flows.
Legal Proceedings and Certain Regulatory Matters
As previously disclosed, the Civil Division of the United States
Department of Justice provided us with an information request in
December 2014, concerning our Medicare Part C risk adjustment
practices. The request relates to our oversight and submission of
risk adjustment data generated by providers in our Medicare
Advantage network, as well as to our business and compliance
practices related to risk adjustment data generated by our
providers and by us, including medical record reviews conducted as
part of our data and payment accuracy compliance efforts, the use
of health and well-being assessments, and our fraud detection
efforts. We believe that this request for information is in
connection with a wider review of Medicare Risk Adjustment
generally that includes a number of Medicare Advantage plans,
providers and vendors. We cooperated with the Department of
Justice, and we have not heard from the Department of Justice on
this matter since 2020.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
As previously disclosed, on January 19, 2016, an individual filed a
qui tam suit captioned United States of America ex rel. Steven
Scott v. Humana, Inc., in United States District Court, Central
District of California, Western Division. The complaint alleges
certain civil violations by us in connection with the actuarial
equivalence of the plan benefits under Humana’s Basic PDP plan, a
prescription drug plan offered by us under Medicare Part D. The
action seeks damages and penalties on behalf of the United States
under the False Claims Act. The court ordered the qui tam action
unsealed on September 13, 2017, so that the relator could proceed,
following notice from the U.S. Government that it was not
intervening at that time. On January 29, 2018, the suit was
transferred to the United States District Court, Western District
of Kentucky, Louisville Division. We have substantially completed
discovery with the relator who has pursued the matter on behalf of
the United States following its unsealing. On March 31, 2022, the
Court denied the parties' Motions for Summary Judgement. We take
seriously our obligations to comply with applicable CMS
requirements and actuarial standards of practice, and continue to
vigorously defend against these allegations.
Other Lawsuits and Regulatory Matters
Our current and past business practices are subject to review 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, health care delivery and benefits
companies. These reviews focus on numerous facets of our business,
including claims payment practices, statutory capital requirements,
provider contracting, risk adjustment, competitive practices,
commission payments, privacy issues, utilization management
practices, pharmacy benefits, access to care, sales practices, and
provision of care by our healthcare services businesses, among
others. Some of these reviews have historically resulted in fines
imposed on us and some have required changes to some of our
practices. We continue to be subject to these reviews, which could
result in additional fines or other sanctions being imposed on us
or additional changes in some of our practices.
We also are involved in various other lawsuits that arise, for the
most part, in the ordinary course of our business operations,
certain of which may be styled as class-action lawsuits. Among
other matters, this litigation may include employment matters,
claims of medical malpractice, bad faith, nonacceptance or
termination of providers, anticompetitive practices, improper rate
setting, provider contract rate and payment disputes, including
disputes over reimbursement rates required by statute, disputes
arising from competitive procurement process, general contractual
matters, intellectual property matters, and challenges to
subrogation practices. Under state guaranty assessment laws,
including those related to state cooperative failures in the
industry, we may be assessed (up to prescribed limits) for certain
obligations to the policyholders and claimants of insolvent
insurance companies that write the same line or lines of business
as we do.
As a government contractor, we may also be subject to false claims
litigation, such as qui tam lawsuits brought by individuals who
seek to sue on behalf of the government, alleging that the
government contractor submitted false claims to the government or
related overpayments from the government, including, among other
allegations, those resulting from coding and review practices under
the Medicare risk adjustment model. Qui tam litigation is filed
under seal to allow the government an opportunity to investigate
and to decide if it wishes to intervene and assume control of the
litigation. If the government does not intervene, the individual
may continue to prosecute the action on his or her own, on behalf
of the government. We also are subject to other allegations of
nonperformance of contractual obligations to providers, members,
and others, including failure to properly pay claims, improper
policy terminations, challenges to our implementation of the
Medicare Part D prescription drug program and other
litigation.
A limited number of the claims asserted against us are subject to
insurance coverage. Personal injury claims, claims for extra
contractual damages, care delivery malpractice, and claims arising
from medical benefit denials are covered by insurance from our
wholly owned captive insurance subsidiary and excess carriers,
except to the extent that claimants seek punitive damages, which
may not be covered by insurance in certain states in which
insurance coverage for punitive damages is not permitted. In
addition, insurance coverage for all or certain forms of liability
has become increasingly costly and may become unavailable or
prohibitively expensive in the future.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
We record accruals for the contingencies discussed in the sections
above to the extent that we conclude it is probable that a
liability has been incurred and the amount of the loss can be
reasonably estimated. No estimate of the possible loss or range of
loss in excess of amounts accrued, if any, can be made at this time
regarding the matters specifically described above because of the
inherently unpredictable nature of legal proceedings, which also
may be exacerbated by various factors, including: (i) the damages
sought in the proceedings are unsubstantiated or indeterminate;
(ii) discovery is not complete; (iii) the proceeding is in its
early stages; (iv) the matters present legal uncertainties; (v)
there are significant facts in dispute; (vi) there are a large
number of parties (including where it is uncertain how liability,
if any, will be shared among multiple defendants); or (vii) there
is a wide range of potential outcomes.
The outcome of any current or future litigation or governmental or
internal investigations, including the matters described above,
cannot be accurately predicted, nor can we predict any resulting
judgments, penalties, fines or other sanctions that may be imposed
at the discretion of federal or state regulatory authorities or as
a result of actions by third parties. Nevertheless, it is
reasonably possible that any such outcome of litigation, judgments,
penalties, fines or other sanctions could be substantial, and the
outcome of these matters may have a material adverse effect on our
results of operations, financial position, and cash flows, and may
also affect our reputation.
14. SEGMENT INFORMATION
During December 2022, we realigned our businesses into two distinct
segments: Insurance and CenterWell. The Insurance segment includes
the businesses that were previously included in the Retail and
Group and Specialty segments, as well as the Pharmacy Benefit
Manager, or PBM, business which was previously included in the
Healthcare Services segment. The CenterWell segment (formerly
Healthcare Services) represents our payor-agnostic healthcare
services offerings, including pharmacy dispensing services,
provider services, and home services. In addition to the new
segment classifications being utilized to assess performance and
allocate resources, we believe this simpler structure will create
greater collaboration across the Insurance and CenterWell
businesses and will accelerate work that is underway to centralize
and integrate operations within the organization.
Prior period segment financial information has been recast to
conform to the 2023 presentation.
Our two reportable segments, Insurance and CenterWell, are based on
a combination of the type of health plan customer and adjacent
businesses centered on well-being solutions for our health plans
and other customers, as described below. These segment groupings
are consistent with information used by our Chief Executive
Officer, the Chief Operating Decision Maker, to assess performance
and allocate resources.
The Insurance segment consists of Medicare benefits, marketed to
individuals or directly via group Medicare accounts, as well as our
contract with CMS to administer the Limited Income Newly Eligible
Transition, or LI-NET, prescription drug plan program and contracts
with various states to provide Medicaid, dual eligible
demonstration, and Long-Term Support Services benefits, which we
refer to collectively as our state-based contracts. This segment
also includes products consisting of employer group commercial
fully-insured medical and specialty health insurance benefits
marketed to individuals and employer groups, including dental,
vision, and other supplemental health benefits, as well as
administrative services only, or ASO. In addition, our Insurance
segment includes our Military business, primarily our T-2017 East
Region contract, as well as the operations of our PBM
business.
The CenterWell segment includes our pharmacy, provider services,
and home solutions operations. The segment also includes our
strategic partnerships with WCAS to develop and operate
senior-focused, payor-agnostic, primary care centers, as well as
our minority ownership interest in hospice operations. Services
offered by this segment are designed to enhance the overall
healthcare experience. These services may lead to lower utilization
associated with improved member health and/or lower drug
costs.
Our CenterWell intersegment revenues primarily relate to the
operations of CenterWell Pharmacy (our mail- order pharmacy
business), CenterWell Specialty Pharmacy, and retail pharmacies
jointly located within CenterWell Senior Primary Care
clinics.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
In addition, our CenterWell intersegment revenues include revenues
earned by certain owned providers derived from certain value-based
arrangements with our health plans. Under these value-based
arrangements, our owned providers enter into agreements with our
health plans to stand ready to deliver, integrate, direct and
control the administration and management of certain health care
services for our members. In exchange, the owned provider receives
a premium that is typically paid on a per-member per-month basis.
These value-based arrangements represent a single performance
obligation where revenues are recognized in the period in which we
are obligated to provide integrated health care services to our
members. Fee-for-service revenue is recognized at agreed upon
rates, net of contractual allowances, as the performance obligation
is completed on the date of service.
We present our condensed consolidated results of operations from
the perspective of the health plans. As a result, the cost of
providing benefits to our members, whether provided via a third
party provider or internally through a stand-alone subsidiary, is
classified as benefits expense and excludes the portion of the cost
for which the health plans do not bear responsibility, including
member co-share amounts and government subsidies of
$4.0 billion and $4.0 billion for the three months ended March
31, 2023 and 2022, respectively. In addition, depreciation and
amortization expense associated with certain businesses delivering
benefits to our members, primarily associated with our provider
services and pharmacy operations, are included with benefits
expense. The amount of this expense was $33 million and $30 million
for the three months ended March 31, 2023 and 2022,
respectively.
Other than those described previously, the accounting policies of
each segment are the same. For additional information regarding our
accounting policies refer to Note 2 to the audited Consolidated
Financial Statements included in Part II, Item 8, "Financial
Statements and Supplementary Data" in our 2022 Form 10-K.
Transactions between reportable segments primarily consist of sales
of services rendered by our CenterWell segment, primarily pharmacy,
provider, and home services, to our Insurance segment customers.
Intersegment sales and expenses are recorded at fair value and
eliminated in consolidation. Members served by our segments often
use the same provider networks, enabling us in some instances to
obtain more favorable contract terms with providers. Our segments
also share indirect costs and assets. As a result, the
profitability of each segment is interdependent. We allocate most
operating expenses to our segments. Assets and certain corporate
income and expenses are not allocated to the segments, including
the portion of investment income not supporting segment operations,
interest expense on corporate debt, and certain other corporate
expenses. These items are managed at a corporate level. These
corporate amounts are reported separately from our reportable
segments and are included with intersegment eliminations in the
tables presenting segment results below.
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
Our segment results were as follows for the three months ended
March 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
CenterWell |
|
|
|
|
|
Eliminations/
Corporate |
|
Consolidated |
Three months ended March 31, 2023 |
(in millions) |
External revenues |
|
|
|
|
|
|
|
|
|
|
Premiums: |
|
|
|
|
|
|
|
|
|
|
|
Individual Medicare Advantage |
$ |
19,809 |
|
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
|
$ |
19,809 |
|
Group Medicare Advantage |
1,765 |
|
|
— |
|
|
|
|
|
|
— |
|
|
1,765 |
|
Medicare stand-alone PDP |
616 |
|
|
— |
|
|
|
|
|
|
— |
|
|
616 |
|
Total Medicare |
22,190 |
|
|
— |
|
|
|
|
|
|
— |
|
|
22,190 |
|
Commercial fully-insured |
1,018 |
|
|
— |
|
|
|
|
|
|
— |
|
|
1,018 |
|
Specialty benefits |
254 |
|
|
— |
|
|
|
|
|
|
— |
|
|
254 |
|
Medicare Supplement |
179 |
|
|
— |
|
|
|
|
|
|
— |
|
|
179 |
|
Medicaid and other |
1,909 |
|
|
— |
|
|
|
|
|
|
— |
|
|
1,909 |
|
Total premiums |
25,550 |
|
|
— |
|
|
|
|
|
|
— |
|
|
25,550 |
|
Services revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home solutions |
— |
|
|
314 |
|
|
|
|
|
|
— |
|
|
314 |
|
Provider services |
— |
|
|
201 |
|
|
|
|
|
|
— |
|
|
201 |
|
Commercial ASO |
71 |
|
|
— |
|
|
|
|
|
|
— |
|
|
71 |
|
Military and other |
171 |
|
|
— |
|
|
|
|
|
|
— |
|
|
171 |
|
Pharmacy solutions |
— |
|
|
242 |
|
|
|
|
|
|
— |
|
|
242 |
|
Total services revenue |
242 |
|
|
757 |
|
|
|
|
|
|
— |
|
|
999 |
|
Total external revenues |
25,792 |
|
|
757 |
|
|
|
|
|
|
— |
|
|
26,549 |
|
Intersegment revenues |
|
|
|
|
|
|
|
|
|
|
|
Services |
14 |
|
|
1,133 |
|
|
|
|
|
|
(1,147) |
|
|
— |
|
Products |
— |
|
|
2,615 |
|
|
|
|
|
|
(2,615) |
|
|
— |
|
Total intersegment revenues |
14 |
|
|
3,748 |
|
|
|
|
|
|
(3,762) |
|
|
— |
|
Investment income |
97 |
|
|
— |
|
|
|
|
|
|
96 |
|
|
193 |
|
Total revenues |
25,903 |
|
|
4,505 |
|
|
|
|
|
|
(3,666) |
|
|
26,742 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Benefits |
21,993 |
|
|
— |
|
|
|
|
|
|
(135) |
|
|
21,858 |
|
Operating costs |
2,418 |
|
|
4,126 |
|
|
|
|
|
|
(3,565) |
|
|
2,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
165 |
|
|
49 |
|
|
|
|
|
|
(28) |
|
|
186 |
|
Total operating expenses |
24,576 |
|
|
4,175 |
|
|
|
|
|
|
(3,728) |
|
|
25,023 |
|
Income from operations |
1,327 |
|
|
330 |
|
|
|
|
|
|
62 |
|
|
1,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
— |
|
|
— |
|
|
|
|
|
|
113 |
|
|
113 |
|
Other income, net |
— |
|
|
— |
|
|
|
|
|
|
(8) |
|
|
(8) |
|
Income (loss) before income taxes and equity in net
losses |
1,327 |
|
|
330 |
|
|
|
|
|
|
(43) |
|
|
1,614 |
|
Equity in net losses |
(3) |
|
|
(14) |
|
|
|
|
|
|
— |
|
|
(17) |
|
Segment earnings (loss) |
$ |
1,324 |
|
|
$ |
316 |
|
|
|
|
|
|
$ |
(43) |
|
|
$ |
1,597 |
|
Net loss attributable to noncontrolling interests |
1 |
|
|
— |
|
|
|
|
|
|
— |
|
|
1 |
|
Segment earnings (loss) attributable to Humana |
$ |
1,325 |
|
|
$ |
316 |
|
|
|
|
|
|
$ |
(43) |
|
|
$ |
1,598 |
|
Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
CenterWell |
|
Eliminations/
Corporate |
|
Consolidated |
Three months ended March 31, 2022 |
(in millions) |
External Revenues |
|
|
|
|
|
|
Premiums: |
|
|
|
|
|
|
|
Individual Medicare Advantage |
$ |
17,052 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
17,052 |
|
Group Medicare Advantage |
1,875 |
|
|
— |
|
|
— |
|
|
1,875 |
|
Medicare stand-alone PDP |
639 |
|
|
— |
|
|
— |
|
|
639 |
|
Total Medicare |
19,566 |
|
|
— |
|
|
— |
|
|
19,566 |
|
Commercial fully-insured |
1,140 |
|
|
— |
|
|
— |
|
|
1,140 |
|
Specialty benefits |
261 |
|
|
— |
|
|
— |
|
|
261 |
|
Medicare Supplement |
182 |
|
|
— |
|
|
— |
|
|
182 |
|
Medicaid and other |
1,554 |
|
|
— |
|
|
— |
|
|
1,554 |
|
Total premiums |
22,703 |
|
|
— |
|
|
— |
|
|
22,703 |
|
Services revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home solutions |
— |
|
|
726 |
|
|
— |
|
|
726 |
|
Provider services |
— |
|
|
113 |
|
|
— |
|
|
113 |
|
Commercial ASO |
77 |
|
|
— |
|
|
— |
|
|
77 |
|
Military and other |
127 |
|
|
— |
|
|
— |
|
|
127 |
|
Pharmacy solutions |
— |
|
|
221 |
|
|
— |
|
|
221 |
|
Total services revenue |
204 |
|
|
1,060 |
|
|
— |
|
|
1,264 |
|
Total external revenues |
22,907 |
|
|
1,060 |
|
|
— |
|
|
23,967 |
|
Intersegment revenues |
|
|
|
|
|
|
|
Services |
14 |
|
|
857 |
|
|
(871) |
|
|
— |
|
Products |
— |
|
|
2,446 |
|
|
(2,446) |
|
|
— |
|
Total intersegment revenues |
14 |
|
|
3,303 |
|
|
(3,317) |
|
|
— |
|
Investment income (loss) |
46 |
|
|
2 |
|
|
(45) |
|
|
3 |
|
Total revenues |
22,967 |
|
|
4,365 |
|
|
(3,362) |
|
|
23,970 |
|
Operating expenses: |
|
|
|
|
|
|
|
Benefits |
19,734 |
|
|
— |
|
|
(109) |
|
|
19,625 |
|
Operating costs |
2,087 |
|
|
3,948 |
|
|
(3,149) |
|
|
2,886 |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
150 |
|
|
47 |
|
|
(27) |
|
|
170 |
|
Total operating expenses |
21,971 |
|
|
3,995 |
|
|
(3,285) |
|
|
22,681 |
|
Income (loss) from operations |
996 |
|
|
370 |
|
|
(77) |
|
|
1,289 |
|
|
|
|
|
|
|
|
|
Interest expense |
— |
|
|
— |
|
|
90 |
|
|
90 |
|
Other income, net |
— |
|
|
— |
|
|
(21) |
|
|
(21) |
|
Income (loss) before income taxes and equity in net
losses |
996 |
|
|
370 |
|
|
(146) |
|
|
1,220 |
|
Equity in net losses |
— |
|
|
(4) |
|
|
— |
|
|
(4) |
|
Segment earnings (loss) |
$ |
996 |
|
|
$ |
366 |
|
|
$ |
(146) |
|
|
$ |
1,216 |
|
Net loss (income) attributable to noncontrolling
interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
Segment earnings (loss) attributable to Humana |
$ |
996 |
|
|
$ |
366 |
|
|
$ |
(146) |
|
|
$ |
1,216 |
|
Humana Inc.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The condensed consolidated financial statements of Humana Inc. in
this document present the Company’s financial position, results of
operations and cash flows, and should be read in conjunction with
the following discussion and analysis. References to “we,” “us,”
“our,” “Company,” and “Humana” mean Humana Inc. and its
subsidiaries. This discussion includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. When used in filings with the Securities and Exchange
Commission, or SEC, in our press releases, investor presentations,
and in oral statements made by or with the approval of one of our
executive officers, the words or phrases like “believes,”
“expects,” “anticipates,” “intends,” “likely will result,”
“estimates,” “projects” or variations of such words and similar
expressions are intended to identify such forward–looking
statements. These forward–looking statements are not guarantees of
future performance and are subject to risks, uncertainties and
assumptions, including, among other things, information set forth
in Item 1A. – Risk Factors in our 2022 Form 10-K, as modified
by any changes to those risk factors included in this document and
in other reports we filed subsequent to February 16, 2023, in
each case incorporated by reference herein. In making these
statements, we are not undertaking to address or update such
forward-looking statements in future filings or communications
regarding our business or results. In light of these risks,
uncertainties and assumptions, the forward–looking events discussed
in this document might not occur. There may also be other risks
that we are unable to predict at this time. Any of these risks and
uncertainties may cause actual results to differ materially from
the results discussed in the forward–looking
statements.
Executive Overview
General
Humana Inc., headquartered in Louisville, Kentucky, is a leading
health and well-being company committed to helping our millions of
medical and specialty members achieve their best health. Our
successful history in care delivery and health plan administration
is helping us create a new kind of integrated care with the power
to improve health and well being and lower costs. Our efforts are
leading to a better quality of life for people with Medicare,
families, individuals, military service personnel, and communities
at large. To accomplish that, we support physicians and other
health care professionals as they work to deliver the right care in
the right place for their patients, our members. Our range of
clinical capabilities, resources and tools, such as in home care,
behavioral health, pharmacy services, data analytics and wellness
solutions, combine to produce a simplified experience that makes
health care easier to navigate and more effective.
Our industry relies on two key statistics to measure performance.
The benefit ratio, which is computed by taking
total benefits expense as a percentage of premiums revenue,
represents a statistic used to measure underwriting profitability.
The operating cost ratio, which is computed by taking total
operating costs, excluding depreciation and amortization, as a
percentage of total revenue less investment income, represents a
statistic used to measure administrative spending
efficiency.
Employer Group Commercial Medical Products Business
Exit
In February 2023, we announced our planned exit from the Employer
Group Commercial Medical Products business, which includes all
fully insured, self-funded and Federal Employee Health Benefit
medical plans, as well as associated wellness and rewards programs.
No other Humana health plan offerings are materially affected.
Following a strategic review, we determined the Employer Group
Commercial Medical Products business was no longer positioned to
sustainably meet the needs of commercial members over the long term
or support our long-term strategic plans. The exit from this line
of business will be phased over the next 18 to 24
months.
Sale of Hospice and Personal Care Divisions
On August 11, 2022, we completed
the sale of a 60% interest
in Gentiva, formerly Kindred, Hospice to Clayton, Dubilier &
Rice, or CD&R, for cash proceeds of approximately
$2.7 billion, net of cash disposed, including debt repayments
from Gentiva Hospice to Humana of
$1.9 billion.
In connection with the sale we recognized a pre-tax gain, net of
transaction costs, of $237 million.