Humana Inc. (HUM) Q4 2011 Earnings Report, Transcript and Summary

Regina Nethery - Michael B. McCallister - Chairman, Chief Executive Officer and Chairman of Executive Committee Bruce D. Broussard - President James H. Bloem - Chief Financial Officer, Senior Vice President and Treasurer James E. Murray - Chief Operating Officer and Executive Vice President Christopher M. Todoroff - Senior Vice President and General Counsel

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

Good morning. My name is Sarah, and I will be the conference operator today. At this time, I'd like to welcome everyone to the Fourth Quarter 2011 Earnings Conference Call. [Operator Instructions] I'd now like to turn the call over to our host, Ms. Regina Nethery, Vice President of Investor Relations. You may begin your conference.

Thank you. Good morning. In a moment, our senior management team will briefly discuss highlights from our fourth quarter 2011 results, as well as comment on our earnings outlook for 2012. Participating in today's prepared remarks will be Mike McCallister, our Chairman of the Board and Chief Executive Officer; Bruce Broussard, Humana's President; and Jim Bloem, Senior Vice President and Chief Financial Officer. Following these prepared remarks, we will open up the lines for a question-and-answer session with industry analysts. Joining Mike, Bruce and Jim for the Q&A session will be Jim Murray, Executive Vice President and 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 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 advise call participants of 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 earnings 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 fourth quarter earnings of $1.20 per share compared to $0.63 per share in the year ago quarter. For full year 2011, the company reported earnings per share of $8.46 compared to $6.47 in 2010. These favorable results reflect the strength in key areas of strategic focus, including additional Medicare membership growth, as well as unusually low commercial medical cost trends industry-wide. Our operational discipline also led to further progress on our 15 Percent Solution and continued focus on prudent administrative spending. For the fourth quarter, the year-over-year increase of $0.57 per share was primarily due to expenses incurred in the fourth quarter of 2010 that did not recur in the fourth quarter of 2011, together with higher favorable medical claims reserves development in 4Q '11 than in 4Q '10. For the full year, the earnings improvement was primarily attributable to a lower year-over-year benefit ratio in the company's Retail segment, higher average Medicare membership and higher earnings in the company's Health and Well-Being Services segment. Along with the cost reductions in Medicare I just noted, Humana 2011 achieved appreciable progress on quality in our Medicare Advantage plans. Updated Star ratings issued by the Centers for Medicare & Medicaid Services indicated that 98% of Humana's Medicare members are now in plans that will qualify for quality bonus payments in 2013. We also announced our intent to acquire 2 Medicare HMOs, Arcadian and MD Care, the latter of which closed in late 2011. These increased our provider network strength in several areas of the country and enabled us to enter new geographies, particularly in California. This progress bodes well not just for the company, it has a potentially significant societal benefit. Faced with a $20 trillion unfunded liability over the…

Thank you, Mike. I feel privileged to be part of such a great organization with a distinguished past and a bright future. Since joining Humana in early December, I made a point of learning deeply, comprehensively and quickly. Jim Murray has served as an invaluable guide as I've gotten to know key functions and leaders at headquarters, along with strategic markets and facilities on the road. In Louisville, I’ve spent an intensive and productive time with the clinical guidance and provider relations group, with their service operations and information technology team and with our marketing and innovation functions, among others. I've also spent time in the Louisville service center, where I observed the nuts and bolts of Humana's perfect service initiative, listening to de-identified customer conversations with our service reps. What Humana has done here is truly impressive. On the road, I had close-up views of our Concentra operations in Dallas; RightSource in Phoenix; our care plus operations in Miramar, Florida; Humana Cares in Tampa; HumanaVitality in Chicago; and our market and service operations in Green Bay. The growth implications of our well-being strategy is becoming clearer all the time. I see big opportunities ahead for Humana, which widens the provider space. Given my background, this is a place where I can, perhaps, have an immediate impact. In any event, I look forward to helping the leadership team implement the 7 imperatives Mike just described and to making a significant long-term contribution to Humana's growth and success. With that, I'll turn it over to Jim Bloem for a detailed analysis of our financial results.

Thanks, Bruce, and good morning, everyone. Looking first at the full year for 2011, we were pleased with our earnings of $8.46 per share. As indicated on the slide, there were 2 fourth quarter factors that drove the overall improvement of $0.08 per share over the midpoint of our previous full year 2011 earnings guidance. As you'll recall, neither of these was included in our previous guidance last October. First, approximately $54 million or $0.21 per share of prior year medical claims reserve development was the most significant factor for our fourth quarter and full year improved performance over previous guidance. Second, based on Humana's record full year net income performance, we made a contribution of $35 million or $0.13 per share to The Humana Foundation. The Foundation's philanthropic activities continue to be an important part of the company's mission, and we were pleased to be able to make this contribution to its efforts. Moving on to 2012, we've raised our full year earnings guidance range by $0.10 per share at the midpoint to reflect the anticipated favorable impact of 40,000 higher-than-expected Retail Medicare Advantage membership. Apart from this increase, the other items of guidance remain at or near the same amounts given with our third quarter release. Turning next to our expected 2012 quarterly earnings pattern, this slide shows the timing of the major items that we expect to impact our earnings from quarter to quarter. These items include the annually discussed seasonality factors, such as, for example, the quarterly effects of our PDP benefit designs, which exert downward pressure on the Retail segment medical benefit ratio as the year progresses, as well as the countervailing progressive quarterly increase in the Employer Group medical benefit ratio as fully insured members progress through their annual deductibles and maximum out-of-pocket expenses.…

[Operator Instructions] Your first question comes from Justin Lake, UBS.

First question on the Employer Group cost trend. I was wondering if you can just walk us through what you saw there in the fourth quarter. It looked like the year-over-year was up a bit, and then you took up the guidance, I believe, by 50 basis points in the Employer Group for MLR. If you can just walk us through those components, it'd be helpful.

Yes, in the Employer Group segment, Justin, the main difference is the Group Medicare and how Group Medicare turned out versus what we thought originally in October. And so that's the main reason that's driving it. And if you look at the components of trend on the Commercial side, there's no change, really, that we noticed. We continue to look very carefully, and we look very quickly. We're always looking at that. We're continuing to use our pricing assumptions that we described in the third quarter call and feel very good about Commercial trend being as we discussed earlier. So the only real difference and the reason we raised the benefit ratio was, in fact, the fact that we have more Group Medicare members than we originally anticipated.

Got it. And just second question, Mike, you talked a little bit about the dual-eligible opportunity and some of the strategic thoughts you've had over the last 6 months. Just curious if you can give us any more color there on what you think the options are and what you've been thinking about over those last 6 months.

Yes, I'll start by just saying it's going to be a state-by-state approach. Jim, do you want to walk through the map and the states?

Sure. Lots of evaluation over the last several months, trying to figure out initially whether or not the feds or the states would take the procurement lead now, believing that that will likely happen in the state. There's also some language that we're trying to get our heads around in terms of the number of duals that would ultimately be affected by all of this. We studied all the states that mean anything to us, which would be about 26 states that really matter. The good news is that in 13 of those states, the state procurement rules appear to suggest that the procurement, for our purposes, would be either the duals individually or the duals in combination with long-term care, which is an area that we're pretty interested in as well because of the assets that we have in SeniorBridge and Humana Cares. Five states, it's difficult to tell which way they're going, which would leave 8 states that will want to partner with an individual company or companies. We're in the process of working through the relationships and contractual obligations of all that, and sometime in the next several weeks or months, we can give you some visibility on all of that, but we feel very excited about not only the protecting of our current dual membership but also the opportunity to participate in the 9 million duals that Mike referenced in his opening remarks.

As we mentioned earlier in previous calls and conversations, we have about 0.25 million of these dual eligibles already, so we have a great deal of experience with them. So in terms of understanding that book of business, how to manage it and how to make it effective for both the individuals and for us, I don't think anybody out there is going to have a better understanding how to go about doing that. Our challenge is just getting into the distribution chain here and becoming part of these contractual relationships.

And you think you can do that without M&A?

Yes. We'll have more to say in just a few weeks. We have a number of things going with some of these partners. So it'll be clearer over time as to exactly how we're going to do this, but I would just leave it with you this morning is that we have a well-mapped out approach to doing it, and we intend to be a major player in the duals.

And I probably wasn't clear but the partnership would be necessary for those states where the TANF and dual procurement rules are going to be combined, and we want that partner to be responsible for the TANF population.

Your next question comes from Josh Raskin of Barclays.

First question just on the overall, sort of taking a step back on the Medicare Advantage landscape. We've seen some pretty strong growth recently. We're up to, call it, almost 13.5 million lives now. I guess historically, Mike, you've talked about really competing with the government, the fee-for-service market and this 15 Percent Solution. Are we getting to the point where the competitors are starting to matter? Are there specific markets? I mean, obviously, South Florida, but any of your other markets that are popping up as becoming a little bit more difficult from a competitive standpoint?

Not really. I mean, our key to success has been to go nationwide as fast as we could over the last 5 years, and there's really only a couple of companies that have that kind of a footprint. So one thing that helps us in particular is we're in a lot of places where there's not a lot of competition because they don't have the capacity to go there. We talked about it for a long time. We started doing networking in Medicare in 2005, preparing for sort of where we are today. So, I mean, there are spots where they're more competitive than others. You mentioned South Florida. We have dozens of competitors down there, but we continue to grow there and do quite well. So at some point, your question will be very appropriate because there's going to be -- we’re going to start taking share from each other at some point as we all get bigger and bigger. But right now, the opportunity to grow is very significant without having to worry about taking somebody else's customer.

Okay. That's great. And then hopefully, it's a fair question for Bruce, but on the 7 imperatives, I think, Bruce, you mentioned you thought you could make an immediate impact on the provider side of the company's growth. I'm just curious, maybe you could put a little bit more color around that. Is that sort of Concentra-like type of growth, or are there other things you had in mind?

No, I think in the immediate future, it'd be helping with the Concentra opportunities that are there along with the physician -- primary care.

Your next question comes from Ana Gupte of Sanford Bernstein. Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division: Just wanted to explore your Medicare margins for the quarter and then get some color on what that might look like for 2012. The first question is on your PMPM for Medicare. It looked like it was sequentially down. Is this typical in terms of some sort of seasonality? Were you expecting this?

Well, we continue to add members, and again, just looking at things in the way there, we don't see anything out of the unusual there. We did close the MD Care on the last workday of the year, on Friday, the 30th of December, and those are in those numbers as well. Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division: Okay. Then on the Retail side, so you mentioned that your employer-based Medicare trend came in higher, but there's been a lot of data, third-party data and even in the media that the Retail trend, Part D trend is fairly low. Can you comment on the drivers of that, where you bid in June relative to what trend is at right now, was your expectation higher? And then just following up on the drivers, to what extent do you think this is sustainable because of what you're doing relative to fixed-income seniors possibly pushing back on using care or docs temporarily being less over treating or whatever?

Ana, we're not really seeing any real differences than what we've outlined over the last 90 days about either the Medicare trends, either in the Group or in the regular, the individual business and again, we're not seeing any real changes in the utilization as a component of trend. Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division: So for you, right now, I mean, so third-party data on S&P is clearly showing Medicare trend has been weakening, and so you're saying you're not seeing that all?

So this is Jim Murray. The last data that is available is the 2010 Medicare fee-for-service file. And as you might expect, a lot of our folks, our actuaries are ripping through that data. And from what they're telling us, they're seeing that the trends are around 4% in 2010, which is pretty similar to what we've been saying for a number of years in terms of where the Medicare fee-for-service trends ultimately restate to. I think in the past investor calls and even in some of these earnings updates, we share with you all the restated prior years to demonstrate that somewhere between 4% and 6% is the historical Medicare fee-for-service trend, and so the last data point that we have would suggest that 4% is the most solid number out there. I don't have any visibility in 2011 or '12, obviously. So we assume that will play out similar to what we've been saying all along. Ana Gupte - Sanford C. Bernstein & Co., LLC., Research Division: And then your 750, you do not include prior year development. Any reason to expect that you would see less or more in 2012?

Yes, you're correct. We do not anticipate in our guidance any favorable development. But again, we continue to use consistent methods and all the actuarial principles to compute the reserve each period. So we then we'll see what turns out in terms of how things would restate. But again, we're not seeing a lot of difference, as I started with.

Let me clarify Jim's statement. We have a lot of clarity into our own cost trends in 2011. As we've been telling you all throughout the year, we've been at the lower end of our 4% to 6% historical range. So sure, there's been some softening of Medicare trend, but it's still within the ranges we've been talking about for a long time.

Yes, my remarks were totally towards Medicare fee-for-service, and it didn't bring into the discussion our success on the 15 Percent Solution, which we've talked about in the past.

Your next question comes from Kevin Fischbeck, Bank of America Merrill Lynch.

A question on your Medicare enrollment guidance. It looks like the CMS Medicare enrollment data is currently higher than what your guidance is for the year. Have you talked about that discrepancy?

Well, generally speaking, Kevin, the way we keep our own records and the way we watch what we get every day and we get our information from the field, there's a general correlation, obviously, but there's always timing differences with what CMS says. So we always say -- we tend to look at CMS data that everyone sees and says directionally, that's the way our enrollments are moving. But in any given period, they're not exactly directly comparable.

Okay. So you're seeing something different than what CMS is doing. You think CMS’ numbers will catch up to your number eventually.

Yes, we have a consistent way of doing our own numbers. And so whenever we give the numbers that we give in earnings press releases and at conferences, that's computed on what we're enrolling and what we're seeing and what sales we're seeing from our sales force and not from CMS.

Okay. And then just a question on Slide 6 of the deck, which is pretty interesting. I mean, how do you view the trajectory of your 15 Percent Solution in 2011, particularly in the 107, 115 books? Is there something structurally there that's making it harder to show continued progress, or is there something that you can point to that, in particular, would have some impact on those markets?

Yes, this is Jim Murray. The inclusion of new members and kind of the restarting of where we have to go with those new members, one of the things we probably ought to start to think about is showing kind of a same-store so that we can show you the 15 Percent Solution on members that we've had for a period of time. New geographies would impact this to the extent we grow in a market, in our PPO or private fee-for-service business in one location that we haven't been would impact that. And we saw that, and going forward, we probably need to help you with that. But we feel very good about the progress that we're making on the 15 Percent Solution.

There's 3 key drivers to the 15 Percent Solution at a high level. One is the maturity of a marketplace and how much management there has actually been in a senior population in a community. That's one. Two is how fast and how big we're growing because as we get new members, it takes a while for them to mature, settle into the systems and the processes and for us to do our data analytical work and determine all of that and then lastly, where the providers are in terms of their actual capabilities, and so that varies all across the U.S. So this is something that will always be a piece of work in front of us. There's no endgame here. And the more you grow, the more challenged you are in terms of keeping that 15 Percent Solution going forward. So those are all actually good things, and we're finding great success over time and even in these brand new markets in terms of applying Humana Cares and a number of other clinical approaches to this population. So we're very confident that you can manage care effectively enough across all these places to make the business work, and where you can get really solid management and some history volume, you can really start having some great numbers. So the story is actually very good, but it's always a piece of work that's in front of us.

Okay. So if we were to see on that same-store basis, we would see relatively consistent progress across all 4 buckets? Is that...

That's a good question. We'll try to figure out how to tease out some same-store data going forward to give you a little better insight about the timing of some of this.

Yes, the other thing that I would point out that you all ought to consider is the growth in membership in network-based products and where we're going with that. You may have noticed in some of the data that we put out that of the 175-or-so-thousand members that we grew in the AEP, 130,000 of those were in HMOs. And if you look at where the HMOs are in that slide, it's very impactful. And so over time, what you're going to hear us begin to talk about more so than the 15 Percent Solution is integrated care delivery models, and that's something that we're really, really focused on as an organization because tightly linked models of care that's enhanced by information and aligned incentives is where the future is, and you can see that on the slide. And so we're really encouraged by the growth of the HMOs this last AEP.

Your next question comes from Sarah James of Wedbush.

I just wanted to follow up on Kevin's question about the enrollment. And I understand that you're calculating it in a different way, but when I look at the seasonality of enrollment growth in past years, it looks like there's about 77% up through February, which captures the selling season, and another 23% through the rest of the year. So I'm wondering if there's any reason to believe that the seasonality of growth would be different because if it keeps that pattern, then it would be about another 75,000 members in the back half of the year.

Sarah, again, we use the consistent method that I mentioned before, and we are pleased that that percentage of what I'd call -- what we got in the AEP is higher than last year. And that's very gratifying to us. But again, we use the same kind of methods in terms of how we report from the field, how we enroll people and we're using our own internal data. And then again, directionally, we think that the CMS data is always generally directionally right for us but doesn't necessarily correlate exactly with what we report.

We had a successful rest of the year or ROY last year, and this is early -- it's January or February. And so we'll see how this year plays out relative to what we did last year. But again, it's very early for us to be more fulsome.

Okay. And then a question here on rates. I'm sure you saw the GAO report that came out recently looking at a different way to calculate some of the coding adjustments. I was wondering if you could comment whether or not you think that those could be incorporated into either preliminary or final rates and just any sort of commentary that you have on that report.

Yes, we read some of that GAO report. And you know that in prior years, there was some amount of an adjustment that was made. It's anybody's guess as to what we might see this coming year in terms of some adjustment for that. There's a lot of dialogue out there that I read from a lot of you in terms of which way CMS might go this year. Regardless of how CMS goes, we feel very comfortable with our 15 Percent Solution and the work that we do to make sure that we get paid the right amount for the risk that we assume. And we feel comfortable with the value propositions that we provide the members in terms of benefits and premiums. And so if there's a coding intensity adjustment, that's a part of this year's rate structure, we'll just deal with that. We feel very good about our ability to manage through all that as we have in the past.

Your next question comes from Christine Arnold of Cowen.

A couple of questions here. Can you comment on how profitable new Medicare Advantage membership is relative to the profitability of the overall book? You said it takes a while for the 15 Percent Solution to kick in. But on the other hand, you’ve gained a lot of HMO members, which I would assume would be more profitable to start with. And then on the PDP, you're gaining a lot of membership. Can you tell us how much of that is low-income seniors? And is there any risk because the risk adjusters there aren't as good as they are for Medicare Advantage, that the low-income senior population you're gaining with PDP could be a challenge?

So there's a couple of questions in there. A new Medicare Advantage member for us comes in and is initially generally favorable in terms of our results. Over time, as that member, depending upon the kind of network or product configuration they are in and the work that we're doing around the 15 Percent Solution in terms of our results of the company would likely improve not only the 15 Percent Solution but also the risk coding and getting paid the amount for the risk that we assume, so over time, it improves. But when we grow, we don't ever see a situation where we grow and a member that comes in and is new would not be considered favorable for us as an organization. I'll move over to the PDP. We feel very good about the risk profile that we've got last year as an organization around the Walmart plan. I think we've probably got 450-or-so-thousand LIS members, and we feel very good about that membership and look forward to gaining more for the remainder of the year. So in terms of -- the risk scoring of members, we feel, is fairly well calibrated, and so we'd love to take all comers.

Okay. And then are you still assuming about a 5.5% margin overall for MA? It looks like you didn't change that.

It changed by 10 basis points, again, now that we've seen all the enrollments. So yes, we were very close, and now we're at 5.4% as a midpoint.

Your next question comes from David Windley of Jefferies. David H. Windley - Jefferies & Company, Inc., Research Division: A kind of a follow-up. In light of all the transactions in the MA space of late that have kind of a brick-and-mortar strategy, I wondered if you had some specific investments or strategies that you could call out around tweaking the Concentra model to be more MA-specific.

That's something that's going to be taking -- it's going to take a while for that to ultimately play out. I mean, I said in the beginning on Concentra that it was a platform for managing, and they've been out -- we're doing things like relocating some of the facilities into places that lend themselves a little more to Retail sort of customers but not getting too far away from the existing business space and that sort of thing. There's been some acquisitions of some practices and some urgent care centers. So they're getting on with their business of becoming a much bigger player in the urgent care space as well as primary care both in terms of new locations and moving some of the older locations to hit both targets. So that's all well underway, and we'll continue to look for opportunities to do more of that. They are also deeply involved in the strategic approach around how we approach every market and where Concentra is going to play in conjunction with other risk-taking doctor groups and/or other network development activity. So they're now very deeply engaged with the rest of the company in terms of how they play in the strategy, as well as getting on with the business that they had and making it much more amenable to the Retail consumer space. So it's full speed ahead there, and we're going to look for more opportunities to expand that. David H. Windley - Jefferies & Company, Inc., Research Division: Okay, great. And then on the group MA, you raised the guidance a little bit there. I wanted to get clarification. Is that business already in hand or business that you are expecting to close? And I guess I'm just looking for pipeline beyond that guidance raise as to whether we could expect that there might be more within the 2012 year.

So most of the group business is a January effective date, but there'll likely be some smaller groups that either have more of their retirees become part of our program or where we win. It won't be a significant number. There is a pretty nice pipeline developing in the group space, though, some midyear but mostly with a January effective date that looks pretty interesting to us. David H. Windley - Jefferies & Company, Inc., Research Division: Jim, if I could slip in one more on that. Jim, do you believe that you need a partnership with a Commercial player, and are you considering any alternative to the CIGNA deal in light of the HealthSpring transaction?

We've been pretty successful in the past without having a Commercial player. I think we just recently advised CIGNA that we wanted to term our relationship, but I feel very good about the pipeline and the lack of need for having a Commercial player to go forward with.

Your next question comes from Scott Fidel of Deutsche Bank.

Just wanted to return to the question of the MA rates for 2013, and maybe if you have some thoughts when putting all the pieces together where you think preliminary rates may come in. I know that, Jim Murray, you've been generous in the past to help us think about a bogey, so interested in your thoughts on preliminary rates for 2013.

Scott, that was shameless. I got yelled at for doing that in the past. It's anybody's guess in terms of what might happen here, but we've read a lot of your reports, and we’ve studied what we think might happen. And again, I'm going to go back to what I said before because this is what Regina tells me I'm allowed to say. Regardless of how it comes out, I think that we'll be fine. We don't see anything that scares us, the 15 Percent Solution and the work we do around accurate coding and where we see trends heading would suggest that we'll continue to be able to provide the seniors that we serve with very good benefits and very low premiums. Again, I'll say what I say every year, so I'll do it again, I'm a broken record. At the end of the day, these numbers are all over the map. The assumptions have historically proved to be wrong relative to medical inflation, for example, and all these projections out of CMS. So all of that finds its way back into the map over time. And while there's always some short-term noise here, the long-term viability of this program is a simple function of the fact that you have to outperform medical cost trend in the traditional Medicare program to win here. As long as we do that, we win.

Okay. And then I just had a follow-up just on Arcadia, and I know that deal was initially expected to close by the end of 2011. I think it hasn't closed yet. So maybe an update on when you're expecting that to close and how you think they performed during the Medicare annual enrollment period.

This is Chris Todoroff. I think what we can say is we expect that to close first half of this year. We're still in the regulatory approval process.

Then in terms of any color on the AEP for them?

This is Jim Murray. Generally, right around where the membership was that we acquired but nothing significant one way or the other.

Your next question comes from Peter Costa of Wells Fargo.

A couple of questions on the quarter and then one about next year. First, in terms of the share repurchase, it doesn't look like you did get any share repurchases in the fourth quarter. And also, we were expecting to see marketing expense in 4Q 2010 go up because you had a lot of, frankly, earnings, so that you were able to spend a little more. Did you spend a little more in the fourth quarter of 2011 like that in terms of the extra marketing, and can you quantify that for me? And then in terms of going forward, can you describe Medical loss ratio minimums for Medicare and how you think that discussion's going to play out and what do you think that's going to happen in terms of how that's going to be assigned, whether it's going to be assigned by age plan or by state or your overall book?

Well, let's start with share repurchase. You're correct. We did not do any share repurchase in the fourth quarter, but we did a lot of share repurchase in the third quarter. And so if you look at the total year of how we deployed capital, we're very pleased with how the year went. We did $350 million of CapEx. We did $225 million of acquisitions that we've closed on, and as mentioned, we have 2 more that we're still working on. And then we initiated a cash dividend last year. So if you look at those 3 first, the first 2, particularly the CapEx and the acquisitions, those obviously raised the value of our company, and that's really what we try to do. Then we were very pleased for the first time last year, as I said, to be able to introduce a cash dividend. And so what's really left over then is the share repurchase. And the share repurchase, the board made an authorization back in April that we would do $1 billion of share repurchase by June 30, 2013. So we're about half done with that, and the time is about a third run. But again, I want you to see it in terms of -- or we'd like you to consider it in terms of the balance of those things, the things that raise the value of a company. We spent about $600 million on those. And if you look at share repurchase and the cash dividend, another $600 million on that. And that's about the amount of the dividend that we took from the sub. So again, we feel very good about share repurchase. I forgot what the next one was.

The next one was did we spend any more money in the fourth quarter to help our 2012 enrollment, and the answer to that is yes. When the fourth quarter comes around and we have some visibility in terms of where our value proposition is relative to the rest of the competition and we have the ability we've had in the last several years, we feel it's prudent to invest in marketing dollars that drive higher AEP results. And our talking today about an extra 40,000 is a direct correlation to that extra spend, and I think your last question was the minimum medical expense ratio in Medicare. We're doing lots of studying and scenario planning, trying to figure out whether it's going to be on a county basis, on a age contract basis or a state basis and doing lots of calculations, which include the implications of federal taxes on the MERs that exist by each of those different scenarios. And we frankly feel pretty good about what the application of that minimum medical expense ratio might mean for us regardless of the solution or the rules or regulations that might ultimately come out. We feel it's pretty manageable. And again, we await what the regulators will say about the actual application. But regardless of the direction they go, we feel reasonably comfortable that it's very manageable.

Just back on the share repurchase, so there was nothing that kept you out of the box from buying shares in the fourth quarter?

Well, generally, we don't comment on anything that would keep us out of the box. So again, I would -- but I would like you to think about it in terms of how I said in terms of a balanced approach to capital deployment.

Your next question comes from Matt Borsch of Goldman Sachs.

I apologize if this was somehow covered before. But what are you guys expecting in terms of utilization volume growth for 2012 on the Medicare and Commercial side, a continuation of roughly what you saw in '10 and '11 or an increase?

Basically a continuation. On the Medicare side, we feel, again, there's a lot of consistency year-over-year in terms of that utilization and that trend.

On the Commercial side, though, I think we've guided to that it might revert back to the 2009 norms, and time will tell -- or somewhere between what we experienced the past year and 2009. Time will tell whether that's a good assumption. And that's part of the reason for the change between this year's actual results and the guidance that we put out there, and we've shared that with you before.

Yes, in the last quarter, we said we’d go 50% of the way of what we did last year.

Correct.

Okay. And can you comment on the pricing side on the Commercial business? As you've come into the new year and finished, obviously, a lot of renewals for 2012, how you see the price competition shaping up in various segments of Commercial?

Sure. This is Jim Murray. I think Jim walked you through last quarter that 5% was our claims trend, anticipating it going to 6% to 6.5% in '12, and we're using 7% for pricing. So put that aside. On the Small Group side, we're seeing some nice growth. This past year was favorable, and as we look forward, we think we'll see some nice growth. It's a competitive marketplace, but we're anticipating growing. On the Large Group side, fully insured, a little bit of competitive environment in the what we refer to as the portfolio space. That seems to be a lot of real arm wrestling in that space. When you put those 2 fully insured pieces together, I think you saw our guidance today that we think we'll grow somewhere around 50,000 to 60,000 fully insured members. So that's a good thing. On the ASO side, it looks like we'll probably shrink around 50,000 or so. So our Commercial membership, we think, will be pretty much flat. It's good that we're growing or anticipate growing in the fully insured space, and so it's a competitive environment but nothing that we see craziness in terms of.

Your next question comes from Tom Carroll of Stifel, Nicolaus. Thomas A. Carroll - Stifel, Nicolaus & Co., Inc., Research Division: Just want to come back to the Employer segment results and get a clarification. I guess which was the bigger contributor to the seasonally weak fourth quarter results? Was it the mix of Group MA business, or was it more the minimum MLR impact from your -- on the Commercial side?

Yes, Tom, it was the minimum MLRs and the rebates associated with that. Thomas A. Carroll - Stifel, Nicolaus & Co., Inc., Research Division: So that was the bigger piece then?

Yes.

Your next question comes from Carl McDonald of Citigroup.

I wanted to go back to the cost advantage versus fee-for-service. I mean, if I look at that chart recognizing there's some moving pieces around number additions and a number of other things, it looks like your cost advantages improved but pretty modestly, something like around 11%. But of course, that's in the context of a fairly significant negative spread between the rate increases you've seen in cost trends. So if I want to think about sort of the improvement that you've seen over the last couple of years, what would be the right number to use in terms of that negative spread that you've seen with your pricing not matching the cost trend?

I'm not sure if this is how you're getting after the question, but I'll try this. When we do our bids every year, we anticipate what we think trends are going to be in the fee-for-service environment that we -- what we call secular trends. And then we create what we call trend benders to try to offset the impact of that. And in the past, if you think that -- we think secular trends in Medicare runs 4% to 5%. We generally see trend benders every year that are somewhere around 2% to 3%. And so you can see that we make up 2% to 3% or 200 to 300 basis points on that schedule for our book of business. And the only other thing that we talked about earlier is the geographical implications of that schedule. So we feel confident that each and every year, we can get trend benders as we refer to them and we put them into the bids of 200 to 300 basis points. When we get those trend benders and it all plays out, we’ve talked about our 5% target in the past, and you've seen what's happened in prior years in terms of our ability to do a little bit better.

Your next question comes from Chris Rigg of Susquehanna.

I know this is not hugely important to the overall business, but the other businesses segment in the quarter, it looks like the top line, particularly in the Military Services line, ticked down pretty meaningfully relative to the third quarter. Is there anything in particular that's going on there? And potentially, did any of the business move to ASO in Q4 that you might want to point out? Just generally, what's going on there?

Yes, I think that’s generally, if you look at the mix of the business, there is some of that. They're also getting ready for the new contract, and they're in discussions with how that's going to be transitioned with the Department of Defense.

Your next question comes from Doug Simpson of Morgan Stanley.

So just not to beat a dead horse, but I just wanted to understand, the Employer Group MLR in 2012, there were a couple of comments, just to make sure we have these all right. You had a higher rebate impact in Q4, which would sort of suggest that trends were a little bit better on the Commercial side than had been baked in initially, driving the rebates a little bit higher. And then I think the comment was that the mix shift to Group would really be responsible -- to Group MA would really drive them next year. So I guess are those both correct? And the magnitude of the mix shift, it doesn't look that dramatically different from what you were originally expecting. So just trying to tease out exactly what's driving that 50 bps.

Well, we were in the range, and we lowered the bottom of the range. This is on the Group Medicare part in terms of the membership gain. So when we saw, we actually -- in October, we gave a number, when we saw what actually came in. You're right. The midpoint sort of only goes up by 2,500 or 5,000, but when you look at what we were looking at in October, before we enrolled anybody, we knew we had one large account, but we didn't know how many people would come, how many people would elect us or elect to stay with them and lots of other things. So when we finally got everything together, and this is true of all the guidance, really, if you think about what we know on October 31 and what actually happens, that accounts for, really, all of this. So in terms of that part, yes, that's the major reason.

Okay. And then just on the Walmart co-branded offerings, I didn't hear, maybe I missed it. I apologize if I did. But did you give an update on just how that was tracking on the MA side this year?

We didn't share that with you, and I frankly don't have that information available.

Okay. I mean, is this the kind of thing where if it pans out, we may see more of these relationships as we look into the coming years? Is this something you're working on with other potential cosponsors?

That would be something -- when we talk about integrated care delivery models and skinnier networks, the possibility that there would be Walmarts and others that we might focus on having a preferred network situation or a par versus non-par situation going forward is something that is clearly -- we're evaluating that as we speak.

But, Doug, there's no reason to believe that we'd see the dramatic change in MA that we did with PDP with a product like that because you're looking at 2 totally different sort of products and geographic availability and a lot of different things. So we’ve all been running with that co-branded MA plan. But, Doug, don't be thinking PDP-like when you think about how it might grow.

Sure, sure, no, that's fair. And I think there were some initial comments given about, if I have my numbers right here, about 300,000 PDP members since '06 you've seen convert into the MA offerings. And I know you don't want to comment on any one relationship or area, but just as you think in general about the seasoning of the MA offering within the senior population, are those conversions at all coming more easily, or was it first-movers so they're more challenging now? Anything you could give us as to the relative pace of that transition would be great.

We probably won't get into too much detail. I would say it's kind of steady as you go. What I've been saying since the very beginning, all the way back to 2006, that having that Humana card in their pocket for their PDP and developing the relationship was going to really set up an opportunity to move people over time because it's a better value proposition to be in an MA PD than it's ever going to be to have a stand-alone PDP connected to anything else. So the value proposition is strong enough to, over time, have people go over there. It hasn't been a primary focus of ours. It's something we're interested in, and we certainly try to move them or basically talk to them about their opportunity, at least. But to me, it's more of having a relationship that matures over time, has a move over time, and we've just seen good evidence of it, and I think we're going to see a lot more of it.

Your next question comes from Charles Boorady of Crédit Suisse. Charles Andrew Boorady - Crédit Suisse AG, Research Division: First question, just, Mike, if you can clarify a little bit. I think in response to a question on the duals, where you were referring to the potential to strike partnerships, you talked about the need for distribution. And I just wasn't clear there what distribution were you referring to, distribution to the individual or sale of the products or relationship with the state, that type of distribution, or were you referring more to the medical delivery or network side of things?

No, it was the relationship with the states I was talking about. Charles Andrew Boorady - Crédit Suisse AG, Research Division: Okay. And in terms of the medical capabilities that you need to manage those populations, do you feel like a partnership would be required there as well? Or in those states, have you assessed your capabilities, and do you feel like you have the medical delivery infrastructure requisite to make money in that business?

Well, there's always work to be done to build the infrastructure out. We do it all the time. But the answer is when it comes to the Medicare components of all this, we're pretty well positioned virtually everywhere to do that. Where we do need help is on the mothers and the kids, and that's where we're looking for some partnerships with people that are good at that. But in terms of taking on new dual eligibles in the states we were talking about and being able to take on the duals ourselves over 65, I mean, clearly, we're positioned to do that. I mean, but again, there's always work to be done. There some places we're stronger than others. So that's the kind of thing you have to do to execute on this properly, is you have to lay out what that looks like and make sure -- I mean, it sounds like management 101, but you have to apply the resources to make sure you fill your gaps. It's that simple. Charles Andrew Boorady - Crédit Suisse AG, Research Division: Yes, and then my follow-up question just on the overall underlying unmanaged Medicare trend, I wonder, what's your view on what the unmanaged Medicare medical trend was in 2011, and by how much were you able to bend the curve with your 15 Percent Solution?

Well, I mean, it's always been our belief that we had enough insight into what would likely be happening on the Medicare fee-for-service side because we had a lot of private fee-for-service business which looked a lot like traditional Medicare. And the trends there, what we've always seen, always somewhere in the 4% to 6% range. So when I hear someone else, I don't care who they are, talking about how trends are somewhere different or somehow different to that, I always take a bit of a jaundiced eye toward that. And we wait for ours to develop, and ours always tends to be in that range. Charles Andrew Boorady - Crédit Suisse AG, Research Division: Well, I guess my question is, how much progress are you making on the 15 Percent Solution? And a good way to measure that is...

Charles, it's Jim. So earlier, we talked that the last data point that we have any visibility on for the fee-for-service, Medicare fee-for-service unmanaged population was 4%, and that was in 2010. When we did our bids for 2011 and 2012, we talked about the fact that we used secular trends of 4% to 5% when we did our bidding work. And we built in trend benders in each of those 2 years that was somewhere in the range of 200 to 300 basis points to offset that trend that existed in the environment, and so we've seen progress above that 200 to 300 for each of the last 2 years, and we'll see how that all plays out for our 2012 results and the bid process that we went through last year for 2012. Charles Andrew Boorady - Crédit Suisse AG, Research Division: In the 200 to 300, what I'm trying to get is, sort of how much is Humana's success in the 15 Percent Solution versus just softer overall industry trends?

We believe that's all Humana. On a regularly scheduled Friday, from 9:00 to 1:00, we have a very exhaustive trend and cost committee meeting, where we go through and we create schedules called trend benders, and every Friday, for 4 hours, we go through and try to evaluate how Humana did against those targets that we built into the bids. And lo and behold, we think that we're making very good progress, which demonstrates itself into the 15 Percent Solution and, frankly, demonstrates itself in the value that we're able to offer to the seniors, the benefits and the lower premiums, and that's kind of the bottom, bottom, bottom line.

I think you saw that evolve just in this last enrollment period. Basically, what we said going into it -- our goal was to be as stable as we possibly could with benefits and premiums, and that's a function of being able to manage whatever trend we have. And so we were able to do that and you saw the result. I mean, we had terrific retention, and our net membership's growing very, very nicely.

There are no further questions at this time. I'll turn the call back over to Mr. McCallister for closing remarks.

Well, thanks for joining us again. 2011 was our 50th anniversary year, and it was great that we, in fact, had the best performance in the history of our company during that year. Medicare enrollment continues to grow nicely, very good results based on powerful brand, better retention and a terrific sales capability that really understands the Retail market. We think 2012 is going to be another good year, and let me finish by thanking all the Humana associates that are on this call for making these results as good as they are. Thank you very much.

This concludes today's conference call. You may now disconnect.