Humana Inc. (HUM) Q3 2011 Earnings Report, Transcript and Summary

James H. Bloem - Chief Financial Officer, Senior Vice President and Treasurer Michael B. McCallister - Chairman, Chief Executive Officer and Chairman of Executive Committee James E. Murray - Chief Operating Officer Regina Nethery - Vice President Investor Relations

Carl R. McDonald - Citigroup Inc, Research Division Charles Andrew Boorady - Crédit Suisse AG, Research Division Kevin M. Fischbeck - BofA Merrill Lynch, Research Division Peter H. Costa - Wells Fargo Securities, LLC, Research Division Matthew Borsch - Goldman Sachs Group Inc., Research Division Doug Simpson - Morgan Stanley, Research Division Christine Arnold - Cowen and Company, LLC, Research Division Justin Lake - UBS Investment Bank, Research Division David H. Windley - Jefferies & Company, Inc., Research Division Joshua R. Raskin - Barclays Capital, Research Division Christian Rigg - Susquehanna Financial Group, LLLP, Research Division Sarah James - Wedbush Securities Inc., Research Division Unknown Analyst - Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division Scott J. Fidel - Deutsche Bank AG, Research Division John F. Rex - JP Morgan Chase & Co, Research Division

Good morning. My name is Melissa, and I will be your conference operator today. At this time, I would like to welcome everyone to the Humana Third Quarter 2011 Earnings Release Conference Call. [Operator Instructions] Ms. Regina Nethery, Vice President of Investor Relations, you may begin your conference.

Good morning, and thank you for joining us. In a moment, Mike McCallister, Humana's Chairman of the Board and Chief Executive Officer; and Jim Bloem, Senior Vice President and Chief Financial Officer, will briefly discuss highlights from our third quarter 2011 results, as well as comment on our earnings outlook for both 2011 and 2012. Following these prepared remarks, we will open up the lines for a question-and-answer session with industry analysts. Joining Mike and Jim for the Q&A session will be Jim Murray, our Chief Operating Officer; and Chris Todoroff, Senior Vice President and General Counsel. We encourage the investing public and media to listen in to both management's prepared remarks and the related Q&A with analysts. This call is being recorded for replay purposes. That replay will be available on the Investor Relations page of the Humana's website, humana.com, later today. This call is also being simulcast via the Internet, along with a virtual slide presentation. For those of you who have company firewall issues and cannot access the live presentation, an Adobe version of the slides has been posted to the Investor Relations section of Humana's website. Before we begin our discussion, I need to cover some other items including our cautionary statement. Certain of the matters discussed in this conference call are forward-looking and involve a number of risks and uncertainties. Actual results could differ materially. Investors are advised to read the detailed risk factors discussed in this morning's press release, as well as in our filings with the Securities and Exchange Commission. Today's press release, our historical financial news releases and our filings with the SEC are all available on Humana's Investor Relations website. Finally, any references made to earnings per share or EPS in this morning's call refer to diluted earnings per common share. With that, I'll turn the call over to Mike McCallister.

Good morning, everyone, and thank you for joining us. Today, Humana announced third quarter earnings of $2.67 per share compared to $2.32 per share in the year-ago quarter. This quarter's favorable result was due to strong operating performance across multiple businesses. Consequently, and looking to the remainder of the year, we raised our 2011 earnings per share guidance this morning to a range of $8.35 to $8.40 from the previous range of $7.50 to $7.60. Along with these positive financial results, we also made good progress during the third quarter on a number of operational fronts. One, we received approval for our 2012 Medicare bids from the Centers for Medicare and Medicaid services with the related annual election period for Medicare beneficiaries now underway. We announced our intention to acquire 2 Medicare HMOs: Arcadian and MD Care. Updated Star ratings have been issued by CMS, and we experienced significant progress, with 98% of Humana members now in plans that will qualify for quality bonus payments in 2013. Many of our Commercial members are now receiving our innovative HumanaVitality well-being rewards offering as part of their benefits package as they renew. We again returned capital to our stockholders through approximately 240 million in share repurchases in the third quarter, increasing the total year 2011 to 500 million. During the third quarter, we paid our first cash dividend to shareholders since 1993 and have followed that up with another cash dividend this month. I'll devote most of my remarks this morning to Humana's Medicare growth strategy from the standpoint of long-term corporate sustainability, what I would call the most important chapter of our story. I'll also comment on our expectations for Medicare Advantage and PDP membership next year, and comment on our preliminary estimates for 2012 earnings per share. As we've done…

Thanks, Mike, and good morning, everyone. Looking first at the third quarter, we were pleased with our earnings of $2.67 per share. As indicated on the slide, the primary reason for the substantial improvement over the midpoint of our previous third quarter guidance was the better-than-expected operating results that we achieved. They contributed $0.50 per share of the $0.67 per share increase. Approximately 90% or $0.45 per share of this better-than-expected operating performance was driven by lower benefit ratios for both our Medicare Advantage and Medicare PDP businesses, thanks again largely to our 15 percent Solution. The remaining $0.05 per share of improved operating performance primarily was attributable to the continued moderate cost trend environment in the Commercial group business. Now in addition to the better-than-expected operating results, the third quarter also benefited from $0.13 per share of prior year medical claims reserve development. Approximately $0.03 of this amount related to the Commercial group business, with the majority of the remaining $0.10 coming from Medicare Advantage. Turning to the full year. We have removed the estimated $0.10 per share impact from the potential Penn Treaty insolvency issue from our full year 2011 earnings guidance. The court, in that case, has granted an extension of stay until March of 2012. Based on the validity of the Penn Treaty legal proceedings, we've decided to exclude this potential $0.10 per share from both our 2011 and 2012 full year earnings guidance, although we remain highly confident that any ultimate liability would not exceed the $0.10 per share amount. Finally, the third quarter also benefited from $0.04 per share from year-to-date share repurchases and a slightly lower effective tax rate. The 2011 full year effect of these same items are expected to approximate $0.09 per share. Turning now to next year. Our initial 2012…

[Operator Instructions] Your first question comes from the line of Matt Borsch from Goldman Sachs.

Yes. [indiscernible]

Matt? [Technical Difficulty]

Your next question is from the line of Justin Lake from UBS.

Jim, first question to you. You'd mentioned the target margin for 2012 implied in guidance for the Medicare business is above 5%. Just curious if you can give us some more color here in terms of what margin is assumed.

As we have said for the Retail segment, which is very largely weighted to the individual Medicare product, that we said would be between 5.4% and 5.6% for 2012.

Okay. 5.4% and 5.6%. And what are the drivers there? And do you expect that to reset for -- back to 5% for 2013, or is this a reasonable target to assume going forward?

I think that every year stands on its own and we look at where we are when we file the bids in June. So I would say that you should continue to think about a reset to 5%.

Okay. And the second question just is around the '12 guidance was helpful, just the question I had in terms of the $2 billion in cash flow from operations. How should we think about that versus the dividend potential from the subs that you typically take up in June, or I should say in the second quarter of each year?

I think that there's a certain amount of parallelism between the 2011 dividends that we took out, which were based on '10 results, and the 2012 that we expect to be able to take next year in the second quarter based on this year's performance, because the cash flow from operations is similar in both years. So a certain amount of that goes to build the capital, as we've discussed previously, and then the rest will be available after discussions with the various states and the credit rating agencies.

Given '10 you earned $6.50 and '11 you're going to earn $8.50, do we think about, given the forward -- that drives the forward year cash flow like you said, should it be up 30% or so from the $1 billion you took up this year if I'm remembering correctly?

Actually, I think it's more driven around the cash itself. And if you look at the 2010, you're right. We did have a very high multiple of net income, about 2x net income for our cash flow from operations. Historically, since the MMA, we've had around 1.5 to 1.6. So I think of it more as 2010 was sort of an abnormal year in terms of cash flow, again being the driver of what gets taken up from the subs. So looking at this year with a comparable cash flow from operations guidance for '11, I would look for similar numbers to be taken up in early '12 based on this year's performance.

Your next question comes from the line of Matt Borsch with Goldman Sachs.

So just on the Commercial cost trend, just as a frame of reference, can you give us the trajectory that you've seen for the last 3 years now? I mean, where you were in 2010 and 2011? Because 200 to 300 basis points lower, which makes sense, is obviously a pretty big step down from what you'd forecast.

This is Jim Murray. Typically for Secular Commercial cost trends, we're generally in the 8% range, and we use that for pricing purposes. As Jim guided in his remarks earlier, 200 to 300 basis points below that in 2011, anticipating that will go to 6% to 7% Secular trends next year and currently pricing for a 7%, and we'll see how that all plays out as we go into the first and second quarters of next year.

And sorry, just one last on that. Where were you in 2010? Was 2010 higher or lower than 2011?

2010 was lower a little bit.

Okay. And on the Commercial pricing environment, what are you seeing in terms of the market receptivity to putting through increases that embed a 7% trend assumption?

The Small Group business for us is growing very nicely. I think that we've guided to growth of -- next year of around 65,000 or so fully insured members, which is primarily our Small Group block of business. We're seeing some nice pickup there. We don't see anything unusual in terms of the pricing environment there. As we've said in the past, the case size that is very competitive in the marketplace is what we were refer to as portfolio, which is 100 to 300 in terms of the case sizes. Lots of mud wrestling out there with the 100 to 300. No one seems to be doing anything dramatic from a company perspective, just a lot of hard work out there in that case side. Other than that, it seems pretty normal.

And just last, would you differentiate at all between the public companies and the not-for-profit carriers in that 100 to 300 segment in terms of the pricing intensity?

No, I don't think I see anybody doing anything dramatic one way or another. It's just case by case.

Your next question comes from the line of Josh Raskin with Barclays.

Just first question on the 2 acquisitions that are pending. I think you've guided to a close by year end. And obviously it doesn't look like you have those in guidance. I was just curious if you wanted to comment a little bit about the expected financial impact for 2012, maybe membership, revenues and, obviously, earnings per share if that's available.

Okay. When we announced both of these, we had sort of said that we thought that maybe they would close in 2011, but we all have to remember that they're subject to regulatory approval. So we keep them out. As in accordance with our normal policy about acquisitions, when we close, then we make our statements. But the revenues of these, the Arcadian was, I believe, $625 million, and the MD Care's was maybe another $150 million or so over that. So it's about $775 million to $800 million between those 2. We haven't said anything about the profitability, and again, we haven't said anything -- again, in accordance with our policy, that when we close, then we'll be able to comment on each one. But we're very excited about both because, again, of the opportunity to add the 79,000 combined membership.

Right. I'm sorry, Jim, maybe I wasn't specific. I know in your press release that you'd put the '11 numbers, but I was just curious what those plans were looking for in 2012. You guys are showing good growth. I'm just curious, are they expecting membership growth in that sort of 10-ish percent range as well?

Yes, we're going to wait until we acquire them and look at everything and then we'll make the decision as to what we think we should say in terms of the timing and what the run rate going forward will be.

Okay, fair enough. Second question is on the PDP. You guys are coming up on a full year of the Wal-Mart plan. I was just curious if you guys could comment on sort of claims experience versus your initial expectations, and any geographies where you're seeing any deviations relative to sort of the overall success of that plan?

This is Jim Murray again. Obviously, we're very pleased with the results of the Wal-Mart plan. You can tell that by the fact that we left our pricing and benefit structures in place. It performed very nicely for us. I think Wal-Mart's happy with the volumes that they saw as a result of it, and we're happy with not only the profitability, but also the growth that it allowed us to enjoy as a company. And a good part of the guidance for next year in terms of our 550,000 growth at the midpoint is a result of the Wal-Mart plan. So again, very, very pleased with the way it's performing for us.

Did you think about changing anything in certain geographies or did you think just that consistent pricing across the nation was more important?

This is Mike. No, I think one of the critical aspects of this is the simplicity of it from a price and benefit design. So one of the difficulties of all forms of health insurance over the years is the complexity and the local nature of product design and the implication of local health care costs and all that sort of thing. The great thing about the PDP plan is it is drugs. It is national. There's a better shot at making it standard. And although all of our geographies clearly do not perform exactly the same, that's okay. We assumed that when we went in. And the offset is you have an incredible branding opportunity and a simplistic retail message, and I think that's the power of it. So we would really fight the idea of sliding backwards into localized product design. It wouldn't fit the model very well.

Your next question comes from the line of John Rex from JPMorgan. John F. Rex - JP Morgan Chase & Co, Research Division: Back on medical cost trends. So I kind of wanted to revisit the idea of underlying trend indications on the Medicare Advantage book, so kind of the core book here, and coming back to this idea of thinking about kind of -- so level setting, that's where you typically expect that to run, where that's been running in '11 and kind of your expectation for '12 and this idea back to some indications on the 4 primary buckets that drive trend. I think the one I had been looking for before was any indications on inpatient bed days or anything that you can help us with in terms of understanding a trend to net book better.

This is Jim Murray again. When we do our bids each and every year, as we look backwards, we see a trend environment in the 4% to 5% range, and we use those numbers when we prepare our bids as our what we call Secular trend. And if I were to tell you that looking back onto 2010 and 2011 as it's now beginning to play out, I would suggest that we're probably towards the lower end of that range, maybe even dipping a little bit below in '10 and/or '11. So that's a good thing because it allows us the opportunity to constantly evaluate the value proposition that we provide to the seniors that we serve. And when trends come in lower, it allows us to pass that along to the seniors that are part of our program, and so that's a good thing for us. We talk about the 15 percent Solution quite often, and we're very pleased with how that's playing out for us. We evaluate that quarterly. We did it the last time as of 6/30 of this past year. And again, we saw some nice improvement from the last time that we evaluated that. As respects the individual pieces, obviously, our utilization is lower. A big driver of that is inpatient bed days. But we don't like to get into talking about any specific metric because then we'll be talking about all of the other metrics that are a part of our Medicare cost trends. But you can imagine that if our trends are coming down, that a big piece of that is inpatient utilization. John F. Rex - JP Morgan Chase & Co, Research Division: I mean, so would it be fair to say the inpatient utilization is -- and if I talk about in bed days per thousand, is running at least modestly negative?

That's correct. John F. Rex - JP Morgan Chase & Co, Research Division: Okay. And then when you think about your '12 and you talk about the pieces of kind of running a little better than where you submitted in June, is it primarily your updated cost trend assumptions that would be driving that better performance for '12?

In large part, yes. John F. Rex - JP Morgan Chase & Co, Research Division: Okay. And just one last thing. Just any observations generally as you've gotten a chance to look across benefit design that others put in the marketplace, I mean, from your membership outlook, I would infer that you think it was a fairly stable year in terms of benefit design configuration and Medicare Advantage, nothing overly aggressive or conservative either way. Is that a fair assumption?

Yes, I think one of you who was on the phone evaluated us relative to the rest of the competition and opined that it looked like we were in a very nice position in terms of our competitiveness. And I would suggest that, that probably resulted in us coming out with the 150 at the midpoint guidance in terms of our growth for next year. And we feel very good about that. We feel very good about where we're positioned relative to the competition for the open enrollment selling season. And again, we feel good about the guidance that we've just provided.

Your next question comes from the line of Charles Boorady from Crédit Suisse. Charles Andrew Boorady - Crédit Suisse AG, Research Division: I'm wondering if you can update us on the progress of Concentra. For example, do you have same center trends? And any progress in selling the Humana product to the employers who are using Concentra centers or getting Humana enrollees to begin receiving care at Concentra centers?

Yes, Charles, this is Mike. I think it's a little too early to start digging through all of that, frankly. What we've done with Concentra is do what integration was necessary over the last 10 months, really fully get on top of their business to understand it, and they are doing quite well. We've acquired a few practices through that over the last 10 months. So there's some expansion going on there. But that strategic implication relative to selling backwards into the employer space, that's largely still in front of us, as well as the PCP management part of the business. All of that's a work in progress around getting ourselves fully organized and being really focused tactically around how to use that asset as we go market to market. And it's always going to be a combination of Concentra versus potentially some capitated players versus other things we do on the doctor side. So I think we'll come back to you later as those things develop. It's a little early. Charles Andrew Boorady - Crédit Suisse AG, Research Division: Yes. Have they been rebranded to Humana?

No, not yet. Charles Andrew Boorady - Crédit Suisse AG, Research Division: Got it. Okay. And then next question just on the opportunity for the duals generally. Mike, we've talked about this quite a bit in the past, and I know it's fairly fluid, but what are your current views on the duals opportunity, whether they're coming in more on a Medicaid platform or a Medicare platform, and what investments you're making to capitalize on the opportunity?

Okay. We're looking at that really, really carefully. As you know, we have 250-some-odd thousand duals already, and we understand the implications of what can be done with these folks in terms of giving them better care, and a lot of money to be saved for both the states and the feds and everyone. So it's a great idea to get these duals into managed care. I guess we've said before, we would prefer they came through the Medicare Advantage. I think all of that is still very much up in the air. On the other side of the table, we're looking state-by-state and deciding when it's going to take. Should we step into a state to participate in Medicaid if necessary? They could be a combination of some buildout of our own, some targeted acquisitions in some cases. But all of that is work we're doing. We're preparing for it. We fully anticipate participating in the dual eligibles to the extent we can, and I think that's probably going to be a state-by-state sort of decision as we get into it, which would lead us away from a large-scale Medicaid acquisition, basically. Charles Andrew Boorady - Crédit Suisse AG, Research Division: Has your company been working with the CBO or others on the Hill to try to come up with a reasonable score for the savings from moving duals into some sort of managed product?

Well, let's just say we're on the Hill all the time trying to drive the right agenda. So just leave it at that.

Your next question comes from the line of Kevin Fischbeck from Bank of America.

I appreciate the comments about the initial view of 2012 Medicare margins. Do you have a number for the 2011 Medicare margins, where they've been trending so far, maybe x development?

Well, we've signaled for the year that we're expecting like in the overall Retail segment to have about a 7% pretax margin.

Okay. So when we think about, I guess coming back to one of the comments you made earlier, the Retail margin is the way to think about -- it's pretty close to whatever the Medicare margin's going to be?

Yes. I mean, I think in general speaking that they would be very close.

Okay. And then can you just talk a little bit about the leverage at the company? It seems to be getting incredibly low. And given the free cash flow you expect to generate again next year, just want to hear thoughts about how you think about that leverage number. I know you're well below your targets. How would you envision using that capital if the -- sounded like a Medicaid deal is in the pipeline. Is there enough on the Medicare side of things? What else are you looking at?

Well, as I sort of said in my closing, we look at everything. We look at the acquisitions, as you mentioned, and again, we've announced a couple of those this quarter and feel good about that. There's lots of stuff and we look -- there are lots of properties out there, and we're always looking at everything. So there's that. In terms of releveraging the company, putting more leverage back on the company right now, if you don't have an asset to really look at it in the strategic sense, it's very hard to justify just borrowing money for the sake of borrowing money, because the reinvestment rates are very low and the carry is very high relative to that. Historic -- the difference between those numbers is historically wide. So basically, we tell you what the debt to capital is, and you can figure it out yourself. The idea is saying that we have lots of dry powder to be able to execute on this strategy that Mike described in his remarks. So that's, generally speaking, why we do what we do right now. Then if we have any extra, we continue to look at share repurchase, which we've done 4% of the company so far this year, the $500 million that Mike mentioned. And of course, we initiated the cash dividend. So again, looking at things in a totality on a year-over-year basis, as we do after the years close, we'll continue to update these numbers. But we think we're having a very good balance between acquisitions, CapEx and returns to shareholder via share repurchase and cash dividend.

This is Mike. I would guide you back to the Horn of Plenty, as we call it, chart. I mean, we are all over all of those things, and so we intend to keep ourselves in a position to execute on opportunities as we find them. And the good news, we can afford to do everything we need to do. We said that at the time we upped our stock buyback, as well as our dividend. The good news is we're in a position to do all of it, which is great for us, and we'll be back to you as things develop. But don't look past that Horn of Plenty quickly because we have a very straightforward strategy, which is built off of that picture.

The comment about using the balance sheet maybe for larger deals, is that meant to mean that the 2 ones you have in the pipeline might be used -- might be financed with debt, leaving the free cash flow available, or are those small and you're leaving the leverage availability for larger transactions?

Well, again, as I mentioned before, we expect a closing to be after the regulatory approvals and we're now saying could well spill into 2012. So then we'll have all the other information to put together to make that decision. But we generally make that decision at the closing of each acquisition.

Your next question comes from the line of Christine Arnold from Cowen and Company.

Two quick questions here. As we think about the Medicare trend, it looks like you said it came down to the low end of the 4% to 5% you've had historically. How are you thinking about leading indicators there? Do you think that a rise in interest rate could spur more utilization as you look kind of historically at Medicare trends which we have a tougher time seeing, or do you think we're just in a point now where we've eliminated unnecessary care and we're at a new low? And then I have a quick follow-up.

Well, in terms of the interest rate, again, the Medicare trend probably -- interest rate is probably the least sensitive to that change because, again, seniors with chronic conditions continue to have their treatments and get their treatment. So I would say that part of it is not there in terms of being that large of a factor like it might be on the Commercial side if that signal had changed in the economy there. But on the 15 percent Solution, I think that's the big driver of why trend is at the lower end of that range that you mentioned, the 4% to 5%.

Christine, that question's really big because it really is at the core of what we try to do every day is try to figure out exactly what drives trend, what part of our 15 percent Solution is doing it versus some sort of macroeconomic implications. And the good news is at least on the 15 percent Solution side, we can actually look at actions and results that are relatively closely tied together with chronic illnesses and this sort of thing. So I think, broadly, we've seen less economic impact on the Medicare population and our population than you would on the Commercial side of the business.

Okay. I'm sorry. I misunderstood when you said Secular 4% to 5%. I thought Secular was excluding 15%. And then I have a math question. If I think about $24 billion in Medicare Advantage revenue next year, when I think about a 7% margin going to 5.5%, that's 150 basis points, I get kind of like $1.50 and yet you're getting $0.35. So I'm sure I'm missing something really basic. Can you just walk me through how you get to your $0.35?

Well, the principal difference between that would be the favorable development that we've had this year that goes into that 7%. That's not assumed in '12.

Okay. But that's -- refresh my memory, is that like $0.13?

In this quarter, it was $0.13. But so far this year, it's been $0.57.

Okay. But I'm still not -- I mean, $0.57 plus $0.35 still doesn't get me to $1.50. Is PDP going to improve in profitability, deteriorate? How are you thinking about that?

Again, the way we normally say is we give our overall viewpoint at this point in the year, again, we're still 2 months from the beginning of '12, to say how we're going to do for all of '12. So again, what we've said is we didn't go all the way back to 5%, could it be higher? Yes, perhaps it could be higher. We work hard every day with the 15 percent Solution to continue to make these numbers better. But as they sit now, we're basically telling you what's changed from our assumptions in June that we filed to what we know right now before the year starts.

Okay. It feels to me like there's still some conservatism in there, and I think that's probably the conclusion.

Christine, this is Jim. Are you including the growth in our membership as an offset to that? The $0.35 is net of growth in membership.

Yes, I thought I was in that math, but I may not have been fully accounting for the new membership profitability.

Okay. The favorable development is a big part of it. That you get the favorable development, but it's not -- it's up above in that little chart that's in the press release, and it's in my slide.

Your next question comes from the line of Sarah James from Wedbush.

Looking at the big picture, there was an interesting study out of Emory University showing about 55% of Medicare spending is on the last 2 years of life. And with the bolus of Medicare eligible population aging and medical advancements, it's easy to see how end-of-life care is driving significant growth in Medicare spending. On the other hand, it's a highly politically charged issue. So I'm wondering if in your discussions on the hill, what sort of appetite you may be seeing from legislatures around adjusting specifically end-of-life care. If we could get some sort of addressing in the intermediate term here, maybe next 5 years or so, and what type of plans may be being discussed.

People don't focus on it directly. I can tell you that both sides of the Hill and everyone up there really understands the implications of it economically. I think right now there's a group of 12 in a room trying to figure out what to do with the entitlement program called Medicare. I don't think this is top of mind. It is a known issue. The way we look at it as a company and the way we build our business is basically to take on all chronically ill, and basically what you're trying to do is keep people as well as you can as long as you can, and that's what this whole coordination of care and management of chronic illnesses is all about. And I think the better we get at that, the more impact we're going to have at some of the issues you've raised. But I would say it's not the top headline. People are uncomfortable with what to do about it, but I think it just falls into the bigger bucket of overall medical management and management of illness and financing of it. And it's a data point that is concerning, but I don't know that it's materially different in terms of how we think about it in the midterm, at least, in terms of managing the business. So...

Okay. My second question is I know it's early on yet in the selling season, but has there been any indication of the impact of the new Wal-Mart co-branded MA product? And if you could just remind us again if the margin profile in that business is the same as your overall book, or if we should be factoring in some sort of additional fees or profit share.

This is Jim Murray. I think you're referring to the ability for us to talk to seniors that have a Prescription Drug Plan about the additional benefits that they might enjoy with the Medicare Advantage. And we haven't been focused on trying to identify those, what are referred to as conversions, from a PDP to an MA. We'll probably report out on that after the selling season is completed. We would anticipate with the additional Wal-Mart membership that the numbers that we've seen over the past couple of years, which have averaged around 25,000, would go up. But we'll report on that, I think, probably next quarter.

And we're satisfied with sort of the sales we've seen to date.

Correct.

Your next question comes from the line of Carl McDonald from Citigroup.

So the last couple of years, your actual Medicare enrollment growth has been significantly higher than what you've initially guided to. And I think that's been driven primarily by a better rate of attrition than what you first assumed. So it would be helpful if you could just walk through what you saw for 2011 in terms of gross sales and attrition, and then sort of if you can give a sense of what you're assuming for 2012, if that attrition number's moved around or not.

For 2011, for the entire year we're anticipating that we're going to sell 439,000 units, and we are anticipating about 293,000 terminations or disenrollments. Obviously, we anticipate that we're going to sell more than that this coming year as we see probably a stabilization in the terminations that we've seen over the last several years. We embarked this in 2010 and 2011 on trying to stabilize the membership that was a part of our roles, and we were pretty successful in 2010 and '11 to do that. So for 2012, we think we'll probably see an uptick in sales with probably a stable termination with 2011 figures that I just reported.

Okay. And then secondly, we've seen a fair number of acquisitions in the Medicare Advantage market the last few months. I'd be interested in what you see in terms of the pipeline going forward? And then as well if there's anything you've seen in terms of willingness to sells or what's changed in the last few months versus 6 months or a year ago?

I don't think there's been any -- this is Mike. There's been no major shift in the last few months. I mean, I think the big pictures remain the same. I think in order to be successful in Medicare Advantage longer term, scale is going to be required. There's going to be ongoing IT investments needed and the spending there is the same whether you're small or big. And with an 85% MLR on the horizon as a requirement, then I think ultimately, you better have your administration very low, and I think scale is one of the key components of that. That's how we think about that inside of our 15 percent Solution. So longer term, the smaller players I think will find a home somewhere else. And we hope to be a part of that as it occurs and you can see that we're a participant in the opportunities as they pop up. So -- but I don't think anything's shifted in the short term here.

Your next question comes from the line of Scott Fidel from Deutsche Bank.

Just had a first question just on some of the assumptions on margins in the Employer segment. And it looks like you're clearly expecting a pretty significant deterioration, around 50% in the margins there. But maybe just walk us through sort of what you're assuming on the Commercial group side relative to the Group Medicare margins for '12.

Well, what we had said in the Employer Group is basically, today, we had raised our MER, if you will, our benefit ratio, by about 125 basis points for this year, and then next year, we took it back 225. So the difference is really only about 1%, and the difference is really what I mentioned before about the Commercial trend. Rather than making an assumption that the Commercial trend was going to go all the way back as we have in the past, we've sort of taken it half the distance back. And so that, basically, to me, explains in the Employer Group segment, sort of where we are. Now you're right to point out that in Group Medicare, we have, over last year, said that we expect 55,000 to 75,000 more members or up 65,000, when in this past year, the year that we're in now, we only had 15,000. So again, in pricing Medicare we look at things for that overall 5%.

In the guidance pages, you can see that the Employer Group overall is shown as a 1% to 1.5% margin. The under-65 part of that was probably on the lower end of that range while the Group Medicare is probably on the higher end of that range.

Got it. So maybe Group Medicare is sort of implying like 1.5%, 2% and Employer side of that maybe around the 1% area?

That's a fair estimate.

Okay. Then just a second question, just would be helpful maybe to get some revenue assumptions just in the other business segment, and also it would be helpful to understand sort of same-store growth trends because clearly, you've got a pretty big drop in TRICARE revenues as you move to the new contract. So maybe first if you could just sort of walk us through what sort of the 2011 TRICARE revs were and what you're assuming for '12. And then separately, just some indications on sort of what type of growth you're expecting on the Medicaid business, if any, next year.

In 2011, TRICARE is approximately about $3.5 billion. And then this year, we're going to take that down, both looking at it from a segment basis, down to about -- down about $2.4 billion. And that $2.4 billion reduction is because of how we're going to account for the new TRICARE contract. It's going to be -- before, we always had the gross revenue and then we had expenses with that, and then we came up with the margin. The old numbers were sort of like $3.5 billion, 3%, $110 million of profit. The new way it works is, again, on an ASO basis. So we report net revenues. That is the net of the costs that we incur in the revenues we recognize. The reason that's happening is because the rules of revenue recognition, when compared to the provisions of the new contract, require that accounting. So again, economically, we're off about $50 million because we're starting off a new contract. Our consolidated revenue is only shown to be up 5% because we're having that maybe 45%, 50% reduction in the others, which is the revenue that was moving from gross to net. So again, I'd like to just keep the economics kind of the same, saying we're starting a new contract and our excellent team of associates and leadership in TRICARE will continue to manage that in a way that improves its profitability over time. But we're showing you what the first year looks like here.

Got it. And then just on the Medicaid side?

This is Jim. Medicaid, for us, as you know, is -- probably 80% of that is located in the Commonwealth of Puerto Rico. And we have 3 regions that we serve on the island and anticipate increases of perhaps 5% to 6% increase as a result of renegotiation of those 3 regions going forward. So nothing significant. There hasn't been any inclusion in our Medicaid estimates of any of the things that Mike talked about earlier with our evaluation of Medicaid opportunities going forward.

Got it. And Jim, just quickly the rest -- a lot of the rest of your Medicaid business is in Florida, and there was pretty nice rate increases for a number of the plans down there, Florida Medicaid. Do you expect there could be any benefit to your Medicaid margins in Florida as a result of that?

There'll probably be a tad, but nothing real significant. We're in the Medicaid business in Florida because the providers asked us to be in that business. It's a good offset for -- it balances out their portfolio of patients that they serve. It's not really strategic for us.

Your next question comes from the line of Peter Costa from Wells Fargo Securities.

On the 40 to 60 bps of improvement in your reset for your Medicare margin, how much of that -- all I heard really was risk, was your cost -- all I really heard was the cost and utilization issue. Would you say there's an improvement in riskors or sort of your audit settlement assumptions or perhaps on mix?

This is Jim Murray. We've talked a lot about improving trends and what we do around the 15 percent Solution. We also proactively are trying to make sure that we're paid for the amount of risk that we assume from the seniors and their conditions as it relates to the chronic illnesses that they have. So there's some element in our yearly bid estimates and our margin rollforwards that represents the impact of us doing a better or worse job with our risk profile work. So that's buried in there, but it's not a significant piece of our margin reset. Most of the margin reset is related to the trends and our anticipation that they're going to be at the 5% that I'd talked about earlier. And our margins go down from the number that we talked about to the 5%.

Okay. And then on the second question. When I look at the $0.40 from the Health and Well-Being and other businesses, that sort of almost implies a 30% improvement in earnings from that business by my math. I'm not sure that's exactly right, but about that. And that compares to last quarter where it's about half that in terms of the improvement year-over-year. What's causing the acceleration? And you talked about mostly about pharmacy volume. What would be in there besides -- how are you getting that pharmacy volume improvement? And then what's Concentra's contribution to the $0.40?

This is Jim Murray again. We want to grow our Medicare business and our Commercial businesses because of the mail order operation and our other pharmacy operations because it's a wonderful opportunity for us to not only create a differentiated value proposition for the members that we serve, but also it results in a favorable impact to our bottom line. So the more we grow our Medicare and Commercial membership, the better our pharmacy operations do, and you're seeing the beneficial effect of that in that $0.40 number.

Well, that's not growing at 30%, so sort of what's the offset that causes it to grow so much faster on the Health and Well-Being side? And what is the acceleration from [indiscernible]?

In addition to the membership growth, we're also seeing a nice pickup in the number of members that have chosen to use the mail order operations. That number has grown from as low as 5%, when we first started, somewhere near 20% to 25% of the membership that we serve today. So that's taking up as well as the membership that we just reported.

Your next question comes from the line of Chris Rigg from Susquehanna Financial.

Could you just -- given the CIGNA HealthSpring deal, can you remind us some of the key terms of that alliance? And probably more importantly, I think it's about 1.5 years old, that alliance, have you guys seen any enrollment benefits on the Group Medicare side thus far from the deal you guys have with CIGNA?

This is Mike. It's been actually a slow start up, and we don't have any business that's come out of that alliance yet. There's a little bit; not enough to really pay much attention to. And so it was always a longer-term effort for us to figure out how to get 2 companies to work together in the Large Group space. So in the short and midterm and long term, I don't know that it makes a whole lot of difference. We're sort of evaluating where we are with this relationship and see if it has any future, and we' report back once those sort of decisions are made. But, I mean, I think the message from that particular transaction is that there's an opportunity in the retirees for big companies, and there's a number of ways to get at that. And we're pretty optimistic about what that looks like in the future. So we'll be back once we know exactly what we're going to do with that relationship.

Okay. But there's nothing that prevents either side from walking at any time, correct?

Well, I'm not going to get into the contract terms. I mean, obviously, going in, you always keep these things under consideration as you reach an agreement because, when you're going in, you'd better know what your exit strategy is. So yes, all those things were considered as we got into it, and again, we're not going to talk about it this morning, but we have every ability to protect ourselves.

Your next question comes from the line of Doug Simpson from Morgan Stanley.

I just want to make sure we're thinking about the comments around Commercial pricing correctly. And correct me if I'm wrong in the way I'm describing this, but it sounded like you were saying the trend is coming in light this year. I think you said order of magnitude a couple of hundred basis points. And then it sounded like you were pricing just sort of a move higher. I think you were pricing to 7%, and you would expect the trend to kind of move up and close the gap. By our math, if we take that $0.35, if we're thinking about this the right way, that would imply something like a 180 basis point lift in the Commercial MLR. And we're just trying to understand, it seems like you're trying to price at or a little bit above trend. So what would drive that axe in the year to sort of pop up by 180 basis points, because this will obviously exclude development? Is there a risk pool shift or is there a product mix change or is it potentially some conservatism built into the way you're thinking about that?

Certainly it's conservatism. I mean, I've said it call after call after call. I mean, those of us in this space that are in Commercial are looking to the future trying to figure out what's going to happen with trend. And there's offsetting things going on -- there are several things going on, the macroeconomic situation, those implications. We are trying to manage and get better value for money in terms of what we do every day. So, you know, Doug, historically, this industry has missed the uptick in trend. That's been ugly, and I've been through it several times, having been here for 38 years. We would be irresponsible, I think, to go all the way down to what could be a real unusual low trend that's driven by things that we do not control. So perhaps we could grow more if we lowered our prices to reflect all of that. We probably could. I think you have to be cautious here because I believe trends are going to tick back up and nobody really knows when that's going to happen.

No, that's a fair point. Maybe just to shift gears a little bit. If we think about the Part B premium coming in a little bit, just at this early stage, any way to think about what we may be looking at for 2013 rates? Is that any kind of a read-through in your mind? And then just how do you think about the impact and timing of any doc fix on '13 rates and benefit design? Just want to get your updated thoughts on that.

Well, on the first one, it's way too early to really get too focused on that. I'll go back and I'll take it up to 20,000 feet again. We're in a good position based on everything we do around here, whether it's proficiency around medical spend and/or administrative spend to basically offer a great value proposition for seniors which has a lot of room in it. So I don't really -- I've said it many times. I don't get too caught up in year-to-year changes because we're allowed to adjust our product offering on the streets to reflect the reality of wherever we are. What was the second piece?

Well, the Part B and then coupled with the physician rate fix and then and any timing issues around that, how you think about that.

Well, our bids for '12 assume there would be a fix. So we never assume that they're going to actually take those cuts. And it's getting close to the end of the year here, so any number of things could happen. They fixed that retroactively a few times. I don't think there's anything magical about the end of the year, because I think Congress can do it sometime into '12 and then make it retroactive. We have to run our business based on reality, and I think reality says at some time, they're going to fix the doctors. They may kick it down the field for another 6 months or 3 months or something again, but in any case, because of the way we bid and the way our business operates, we basically have to assume it gets fixed because I think that's the right thing to do.

Your next question comes from the line of Ana Gupte from Sanford Bernstein. Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division: My question is about the deficit deal, which they're expected to report on, on November 23. And while the consensus view is there will likely -- it's unlikely we have a bipartisan compromise, there is a possibility they come up with partway savings with the deal and then still do a 2% across-the-board reduction. I think you guys have mentioned that the 2%, you can do a lot of it as through given your contracts or back to Fee-for-Service rates. My question is also about the likelihood that they do some provider-specific reductions for hospitals on health or others with the part deal and what does that mean for your contracts? Can you also change your payments to providers accordingly?

Our contracts in Medicare generally reflect that we will pay providers what Medicare pays them. So right out of the box, we would be heading in whatever direction the federal government does. But I would caution you that I have a long list of rumors as well, and I think until we see something more definitive out of that group, I think speculating about implications is probably not good. But from a business perspective, our attitude has been and always has been that we're basically on our way to parity relative to payment rates with the old program. So as long as they kind of keep everything level, then we'll be fine because we're operating more effectively than the old program does. So relative to provider payments and all that sort of things, our contracts give us the ability to change and reflect whatever the federal government does. As a matter of fact, it happens automatically, but we'll just have to deal with the specifics once we know them. Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division: Okay. So I'm understanding it doesn't matter either way, you can -- it's back to Fee-for-Service. Another question again about deficits. And I understand we're sort of speculating at this point, but certainly there were a lot of Med Sub proposals on the table. And how do you think about this in terms of the volume swell you could potentially get with Med Sub. But on the other hand, if they do, do Med Sub reform and there is a lower utilization across Medicare as a whole, what that might do to your rate outlook.

Well, that second part is really long term. I won't go there. I do think from a policy perspective, making changes to the Medigap world is the right thing to do. The induced demand that's a part of that has been well documented. So I mean, we sell Medigap coverage ourselves, but I think from a policy perspective, if I was in Washington trying to solve my Medicare problem, I'd be looking really hard at the implications of Medigap coverage. So to the extent that, that occurs, again, we'll be back where we've always been, that's comparing the value proposition of Medicare Advantage versus Medigap versus traditional Medicare standalone. And I think at the end of the day, we win those comparisons even today with where we are quite effectively. That's why there's 12 million people in Medicare Advantage. So I'm not concerned about changes as long as they're fair and reasonable in terms of application because, at the end of the day, it’s all about executing on what we do. And when we do that, we do fine. Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division: And then finally, the questions around Star and the impact on margins. I'm understanding the 5% that you project sustainably does not include it. Having gone through this exercise once now, how feasible do you think it could be to ramp it up to 4-Star-plus by 2014, I think, you need.

This is Jim Murray. The entire company is focused on improving our Star scores. I said on a call, I don't recall which quarter it was, that our goal is to get 5 Stars everywhere. Obviously, it's going to be difficult to do that in some of our product designs like a Private Fee-for-Service or some of the local PPOs, but there are a lot of people at Humana who are focused on improving our Star scores. We're very pleased with what happened during this last accounting. Our Star score targets were achieved, and we see a lot of progress. We do a lot of things, including incentivize providers to deliver good quality and work on some of the HEDIS measures. Our service organization is focused on changing its business model to address the Stars' quality scores. A lot of messaging to the members who most need some of the preventative measures. So there's a lot of things going on. We feel very, very good about our ability to execute. And again, the goal is 5 Stars and I think you're going to see a lot of nice improvement over the next several years from us in that regard.

Your next question comes from the line of David Windley from Jefferies. David H. Windley - Jefferies & Company, Inc., Research Division: As you look into 2012, are there factors that would affect your ability to leverage your MA margins to the same degree as you have in 2011 and 2010? Thinking also if you could characterize kind of where you are in the maturation of the 15 percent Solution?

When we do our bids for 2012, we did as we've talked about quite a bit today. When we look back over the last 4 or so years, we've been very successful with our ability to drive cost below -- we call the things that we do trend benders. And those are an integral part of our bids. And we've been very good in our ability to deliver on the 15 percent Solution. And as we look at where we're at on the 15 percent Solution -- and frankly, that number has to be 20% in some locations. But we feel very good about where we're positioned and the glide path to 2014. So tentatively looking very solidly at our ability to continue to deliver very good value propositions to the seniors we serve, we feel good about our ability to execute next year. David H. Windley - Jefferies & Company, Inc., Research Division: Okay. Super. So then also it sounds like a good portion, a large portion of the $0.40 pickup in the Health and Well-Being is coming from pharmacy. Is that largely leveraged on the MA side or are you also -- or the Medicare business in general I should say, or are you getting a lot of cross-selling benefit from the Commercial part of the business? I wanted to try to parse that out a little further.

Commercial is doing well, but when you think about who takes drugs, it's the seniors. And the more seniors that we have, the more our Health and Well-Being segment is going to grow in the short term, because a lot of it is comprised of our Pharmacy business. So Medicare growth and convincing the Medicare seniors that getting their drugs through the mail is a good thing, will continue to drive those kinds of results that we're seeing today. David H. Windley - Jefferies & Company, Inc., Research Division: And how are you viewing the competition from the Aetna and the Coventry offerings in the PDP space?

We've evaluated some of what they've done. We've looked at the websites, and we feel very good about where we're positioned.

Your last question comes from the line of Jerry Kamato [ph] from Tri Fund.

I had a quick question about the hospital admission rates that you've been seeing. It's been a while now. Do you have any ideas about how to categorize the different reasons that it's happening and their relative importance and how you see that going forward?

Well, as we mentioned before when we talked about our trends, basically if you look at inpatient -- inpatient utilization is really the main thing that has been reduced. The other things continue to remain in the sort of mid-single digit range. So there's more outpatient, but inpatient is the one that's flat to negative.

Yes, I think the answer differs depending upon whether you're talking about Commercial or Medicare.

Absolutely.

Clearly the economy has had some impact on the Commercial inpatient utilization, and we're trying to figure out if there's a rollover effect to the Medicare population as well.

Okay. Well, thanks for joining us this morning. I think what you've seen here is a solid quarter from our company. Great progress on all things Medicare and in the Commercial business as well. I'm really, really comfortable with where we are going into '12, and we will be guiding you to where we're going to end up in all these lines of business much more closely as we get further into the year. With that, I want to thank all the Humana associates that are on this call that have made this performance possible, and our value proposition remains strong, and we're very optimistic about the future. Thank you for joining us.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect.