Regina Nethery - Vice President of Investor Relations Bruce D. Broussard - Chief Executive Officer, President and Director James H. Bloem - Chief Financial Officer, Senior Vice President and Treasurer James E. Murray - Chief Operating Officer and Executive Vice President Steven E. McCulley - Principal Accounting Officer, Vice President and Controller

Justin Lake - JP Morgan Chase & Co, Research Division Joshua R. Raskin - Barclays Capital, Research Division Ralph Giacobbe - Crédit Suisse AG, Research Division Peter Heinz Costa - Wells Fargo Securities, LLC, Research Division Kevin M. Fischbeck - BofA Merrill Lynch, Research Division Matthew Borsch - Goldman Sachs Group Inc., Research Division Carl R. McDonald - Citigroup Inc, Research Division Christine Arnold - Cowen and Company, LLC, Research Division Sarah James - Wedbush Securities Inc., Research Division Scott J. Fidel - Deutsche Bank AG, Research Division Christian Rigg - Susquehanna Financial Group, LLLP, Research Division

Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to Humana's Third Quarter 2013 Earnings Conference Call. [Operator Instructions] Thank you. I would now like to turn the call over to Ms. Regina Nethery, Vice President of Investor Relations. Please go ahead.

Thank you, and good morning. In a moment, Humana's senior management team will discuss our third quarter 2013 results, our earnings outlook for the remainder of this year and our detailed financial guidance for 2014. Participating in today's prepared remarks will be Bruce Broussard, Humana's President and Chief Executive Officer; and Jim Bloem, Senior Vice President, Chief Financial Officer and Treasurer. Following these prepared remarks, we will open up the lines for a question-and-answer session with industry analysts. Joining Bruce and Jim for the Q&A session will be: Jim Murray, Executive Vice President and Chief Operating Officer; Chris Todoroff, Senior Vice President and General Counsel; and Steve McCulley, Vice President, Controller and Principal Accounting Officer. We encourage the investing public and media to listen 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 today's call refer to diluted earnings per common share. With that, I'll turn the call over to Bruce Broussard.

Good morning, everyone, and thank you for joining us. This morning, we reported third quarter earnings per share of $2.31. I reiterated our full year 2013 earnings guidance of $8.65 to $8.75 per share. These solid results demonstrate the strength of our operations, even after consideration of the preliminary investment and start-up costs for our state-based contracts including dual-eligibles and the health care exchange business as we referenced in last quarter's call. We believe our base business is sound and we're positioned moving forward, in large part, the results of the progress in our clinical programs over the last 12 months. All eyes are on the future, so that is where my comments will focus this morning. We have some distinct challenges ahead. Funding and regulatory pressures, in particular, are significant. That said, we believe our strategic focus on our integrated care delivery model and operational excellence, as well as our expansions into state-based contracts and individual health care exchange businesses position us well for the growth and long-term sustainability. Our strategic intent is to continue to ensure affordability of health care by improving health outcomes. We believe our integrated delivery model strategy does just that. To remind you, seamless integration of care delivery, the consumer experience and advanced data analytics comprise the key elements of our model. Let's begin this morning's discussion with our Medicare business. The Medicare annual election period for 2014 has begun. And we are generally pleased with the affordability of our plans for beneficiaries, as well as our plans' competitive position across the country. Because of our tremendous cross-functional effort focused primarily on clinical programs, Stars quality improvement and operating cost efficiencies, we've been able to minimize the benefit and premium changes our Medicare Advantage members will experience for 2014, ensuring the program remains affordable.…

Thank you, Bruce, and good morning, everyone. This morning, I'll spend the bulk of my time on our 2014 earnings expectations, as well as our capital generation and deployment outlook. But first, let's spend a minute on 2013. As Bruce mentioned, our reported third quarter earnings per share of $2.31 reflects solid execution of our integrated care delivery strategy. We also continue to see favorable medical cost trends in all of our major lines of business, including greater-than-anticipated prior period development. As with each quarter, the prior year's gross development can be seen in the claims roll forward we provide in the earnings press release. Our third quarter results also included higher-than-planned marketing expenses for Medicare Advantage and the health care exchanges, as well as continued investments in our clinical capabilities. Each of these investments is expected to provide better health outcomes for our members and solid long-term financial returns. Our full year 2013 earnings per share forecast remains at $8.65 to $8.75, with our Retail pretax forecast being slightly lower than 90 days ago, while our Employer Group forecast is slightly higher than previously expected, each reflecting the 3 factors I just noted. Turning now to 2014. The chart included in this morning's press release and reproduced on this slide provides an overview of how we view 2014 versus 2013. With our expansion into both the state-based contracts and the health care exchanges, we've widened the ranges around our 2014 guidance points in order to reflect the uncertainty and potential volatility arising out of the following 3 factors. Number one, health care exchange membership levels and the risk mix of those who enroll. Number two, a potential shift in the timing associated with our state-based contracts awarded to date. Since our infrastructure build must be ahead of the related…

Your first question comes from the line of Justin Lake from JPMorgan. Justin Lake - JP Morgan Chase & Co, Research Division: Before I start, just congratulations to Jim on his retirement and to Steve on the interim CFO role. Hopefully, that term [ph] -- we remove the interim over some point going forward. So my first question is on exchanges and the Medicaid investment and earnings outlook. So I think there's a lot of confusion here in terms of the magnitude of this $0.70. I want to make sure we understand, maybe we can just drill down to what you're expecting for exchanges and Medicaid business from a net income margin perspective in 2014? Is it fair to say you're expecting that after these [ph], including these investments, you're expecting to lose money in both of these businesses?

This is Jim Murray. Those investments signal that for those 2 businesses that we will likely lose money in 2014 to very different reasons for each of the 2 different businesses that we're getting into. But those investments are included in the administrative costs related to those businesses and some of the other medical expense ratios related to those businesses. And we can walk you through why in each of those, we feel the need to put up that investment. As it relates to the state-based contracts, you've seen us win a lot of contracts here recently. As we win more of those contracts, it requires us to invest in more people to deliver on the services that we're contractually obligated for. Things like care coordination and chronic management, long-term care support services. Hiring those people ahead of the revenue related to the individual contracts is a part of the investment spend related to the state-based contracts. As Bruce mentioned in his remarks, another element of the investment in the state-based contracts is some of what we're contractually obligated to, obviously, is to improve the cost structures related to those different programs. And we've looked at some of the assumptions that are a part of our pricing analysis. And obviously, we feel comfortable with what we're able to accomplish, but when you start that in the first month, obviously, you're not going to be as capable, particularly in some programs like long-term care that is new to us. And so we've prudently concluded that it will take some period of time for us to get up to speed on some of those. So those 2 pieces relate to the state-based contracts. As it relates to the exchanges, I will tell you, it's a lot related to what we see happening in the market place today that you're all very, very familiar with. There's a problem with the enrollment. And because of that, the likely enrollment that we'll receive will be changed from what we thought when we did our initial pricing. We're waiting for guidance from the government around whether they're going to change mandates, whether they're going to do things to extend enrollment periods. And so because of the -- what's happened, we've had to step back and say, "Gosh, what could happen given the risk mix that might happen or come to us because of the confusion out there." And so we've stepped back and we've concluded that we need to be more conservative in our estimates related to the profitability of that line of business. And our estimate is part of the investment that we talked about here this morning.

And Justin, just to add to that, I know our investors have really encouraged us to be active in the dual-eligible market. And I think over the last 18 months, we've had a strategy of building it as opposed to buying it. And I think in the long run, we will be much more successful and have a greater return to the shareholders as a result of our organic growth and the investments we're doing today. And I -- looking from the shareholders' point of view, I think Jim and his team have executed quite well in being able to win contracts. It's a sizable part of our -- could be a sizable part of our business in the short term. And we look at these investments in the dual-eligible side as just, as we say, it's right before the revenue generates as opposed to a long-term investment that we're making a bet on, we're just positioning the organization to service the business we've won. Justin Lake - JP Morgan Chase & Co, Research Division: Okay. So the -- so can you bifurcate for me then what is the operating margin assumed for the business? So it sounds like you expect you might -- even though you bid on exchanges to make money, given what's going on out there, you expect you might do worse than that. So is the investment spend or the investment spend include a negative margin or is there a negative margin in exchanges now embedded in guidance plus an investment spend?

Justin, this is Steve. No, I think the negative margin is part of the overall $0.70, so that's all -- that's an all-in number. And, again, in terms of long-term margins, as you know, we've talked about our ROIC and earning our cost of capital. And clearly, our expectation is to earn in excess of our cost of capital in these businesses. So -- and you know that the capital requirement in these businesses will be somewhere between, say, 9% and 12%, depending on the state and the HMO. So we will get to the target return, ultimately, in both these businesses. And then with respect to the number, both the duals investments that Jim talked about and the exchanges are both significant. I wouldn't say one of them is a lot larger than the other, just to give you a little guidance around the number. And obviously, the ranges around this number are pretty significant due to all the uncertainty with everything that we're talking about here. So you'll see pretty significant ranges around our individual membership guidance and our revenue guidance. And clearly, as we go through the next several quarters and even the next year, we'll continually update you on these -- on how we're doing in these businesses.

And just to be clear, we feel very bullish about both of these opportunities, and that's why we've invested so dramatically in them. And Bruce showed you a slide in his remarks about where these ultimately could result. So again, we feel very good regardless of what's happening as we speak, in terms of the exchange opportunity. Justin Lake - JP Morgan Chase & Co, Research Division: And just to put a bow on this, Medicaid is breakeven and then there's another, let's say, $0.35 of startup losses, is that the way to think about it? The margin itself is kind of breakeven and then you have $0.45 of losses, or is that not the right way?

Justin, every time I answer one of your margin questions, I get yelled at after-the-fact. I think the guidance that we provided on the guidance sheet is what we'd like to ask you to look to.

Justin, this is an important question, I know, for you. We are oriented to having industry margins in this business, standard industry margins. So as you look across the competitors, I don't think we'll be much different in that regard. I do think, because we're investing organically as opposed to buying, we're going to have a higher return over the long term. But the real key here is that we have a very big book of business that's going to come on over the next 18 months. And we have to prepare the organization to service that book of business. And therefore, we are -- I mean, that's what you see hitting the P&L is this preparation of the book of the business. I don't think we want to get into what the margin is in the first quarter versus second quarter versus third quarter. But we are targeting long-term sustainable margins in this business that are industry standard with the high return on capital because of our deployment is organic versus acquisition driven.

And your next question is from Joshua Raskin of Barclays.

So on the $0.50 to $0.90, I'm curious, can you compare that to the investment spending that you guys had talked about in 2013, and then help us understand how much of that is going to be sustained, i.e., continued to be invested in 2015? I guess I'm just trying to figure out, are these costs sort of normal course of business because you're growing in new areas or are these really extraordinary costs that are going to fall off the P&L in 2015?

No, I think they're different, Josh. I think, number one, the investments we talked about in 2013 -- by the way, this is Steve. The investments we talked about in the first quarter were around clinical investments that we were making this year, and we've had similar ones the year before. But those clinical investments are enabling us to produce the results in the core business that we shared with you this morning for 2014. So that clinical infrastructure will continue kind of as part of the run rate. I think that was a reconciling item from what we originally started with in terms of 2013 guidance and where we ended up. But those investments are kind of building our infrastructure and become part of the core run rate that produced kind of the core business results that we shared today. When we look to the new investments that we're talking around, around these new businesses, they're clearly different. As Jim just described, we have a long-term revenue opportunity for both of these businesses that we are getting into. And with the duals business, it's largely startup costs. And as we get into year 2 and year 3 of those businesses, the margins will normalize. And on the exchanges, obviously, there's a lot of uncertainty around that business that we wouldn't expect to have long term. So they're clearly different types of investments.

And I'll just throw in real quickly that those investments that we're making on the core Medicare business are going to be ultimately utilized to service the state-based contracts as well as the Humana exchange business that we're going into. So we're going to leverage those across all of these revenue opportunities, which is also a really good thing for us.

Okay. So there may be some spending in '15 in terms of investments. But the cost that you're incurring in '14, you would not expect to recur these, the initial hiring and build-out to support these new businesses?

That's correct. Or the other way to look at it is we will have revenue that will be offsetting those investments as opposed to having -- incurring the startup costs.

Okay. That makes a lot of sense, Bruce, as well. And then just in terms of -- you guys put up a slide around the pressure on Medicare Advantage rates going to 2015 as well, and I think that's helpful as we near or get closer and closer to February. But I'm curious if we should think about -- it looks like you guys are incurring sort of the worse year in terms of reimbursement we have seen in a long term -- long time. And yet, your membership is accelerating over 10% next year and your profitability, your margins look like they're relatively stable. Should we think of '15 as sort of, hopefully, Humana can do a similar thing or is there a cumulative impact here where '15 becomes much more difficult to sort of do that same -- have that same level of success?

I think it's hard for us to comment on '15. I'd like to sort of stay away from that. Just we're 16, 15 months out from there, so I'd like to stay away. But your point is a good one from the standpoint of what you see in us being able to keep Medicare Advantage affordable is really a result of our investments, as Jim was referring to around our clinical capabilities. And I think as you look at the strength of the organization, the strength of the organization is around the clinical capabilities, specifically in the integrated delivery model. And being able to utilize that both in Medicare Advantage that has positioned us well and being able to have an offering that allows us to grow the membership and also, obviously, be able to absorb the cuts that have taken in 2014, it also positions us well to take advantage of the opportunities in exchanges and in the dual-eligible side. So I would continue to focus on the long-term success of Humana or any organization in this industry, whether you're in Medicare Advantage or any other industry-related, is that you need to have depth in the clinical capabilities.

And your next question is from the line of Ralph Giacobbe of Crédit Suisse. Ralph Giacobbe - Crédit Suisse AG, Research Division: One, I just want to clarify, so the underlying assumption around cost trend is in the 5% to 5.5% range, is that correct?

Actually, it's 5% -- 4.5% to 5% is what it was this year, and we're saying 50s to 100 basis points higher, so that will leave you in the 5% to 6%. Ralph Giacobbe - Crédit Suisse AG, Research Division: Okay. I'm sorry, 5% to 6% range. Okay, all right. That's fine. And then, I think this may be asked different ways, but -- so the core performance, when I look at it, just at the bridge, looks like core EPS could grow by sort of $1.40 or over sort of 15% off the 2013 type of base x obviously the industry tax and investment. I guess, one, is there anything I'm missing there in terms of looking at it that way in terms of a growth rate? And then, I guess, given sort of the levers that you were able to pull, your comfort level in sort of continuing to sort of grow the business and how you envision or think about the long-term growth rates over the next 3 to 5 years.

This is Steve. I'll take the first question. And I'm looking back to the -- I'm trying to follow your numbers on the growth in the core business.

I think he added the $1.38.

A dollar...

5 to 4.

Okay. Ralph Giacobbe - Crédit Suisse AG, Research Division: $1 plus the 38.

Got it. I'm with you. Yes, so that's in terms of overcoming the industry fee, yes, that's correct. Yes, you're looking at that correct. Ralph Giacobbe - Crédit Suisse AG, Research Division: And then just the growth rate comfort?

Yes, the comfort level. To Bruce's earlier comments, looking out farther with 2015 and the funding levels and the premium tax or the industry fee is ways off. But we feel pretty good about what we're able to accomplish in terms of our focus on the infrastructure that we're building around the clinical capabilities. And Jim Bloem referenced many of these in his remarks, the focus on getting people into our Humana Cares program, to address them at their home, going into their home and identifying things that we can do to put them into some of the programs that we have at Humana, and a lot of focus around how we can provide more touching of our members as time goes on. We feel it has benefited us this past year, and we're in the process of identifying those kinds of things that we need to focus on for 2015 and beyond. Obviously, the future growth potential for us is a function of what happens in Washington and the funding levels and we'll see how those play out. But we feel very good about our ability to control medical spend and improve quality for the people that we serve.

I think just to build on the growth rate, as Jim was talking about, first, we assume a rationality in reimbursement going forward, and stability, because I think both for companies to invest and continue to advance the industry and be able to lower the cost of health care, you need to have a stable environment. But as you look at the end [ph] businesses that we are investing, and I really would like the investors to take away from this, we are investing in businesses that have a high degree of membership growth. And to me, when you look at individual exchange opportunities, the dual opportunity, the Medicare Advantage just from a demographic point of view but also from a penetration point of view, those are very high growth industries within our industry as overall basis. And I think as you look at the long-term growth opportunities for Humana, you should really look at the underlying businesses we're investing in.

And your next question is from the line of Peter Costa of Wells Fargo.

Congratulations to both Steve and Jim. Question, your slide on Page 6 with the 2015 Medicare Advantage rate pressure of 4% or a little more than 4%, can you tell us what's in that number? How much is the incremental health insurance fee impacting that? How much -- and then what do you have in there, like recalibration and Stars, and is that the industry Stars or Humana Stars? Because Humana did much better on the Star program than the industry as a whole.

This is Steve. I don't have the exact figures in front of me. I do -- as I recall the demonstration project going away from the Stars is around a negative 1.5 to 2 range. And the industry fee, as you know, kind of goes up from about 1.3% roughly in this year to about 1.75% or so next year. There's a nondeductibility aspect of that as well so that's about a 45 to 50 basis point increase in the fee and -- something in that range. And then, so you can kind of calculate those 2 and see how much of that bar is due to those 2, and everything else is kind of just a forecast of what we think may be in the normal CMS machine.

But I think it's the Humana Stars, not the industry Star that's reflected in that number. That was one of his questions.

That's correct.

Okay. And then can you talk about the third quarter. It was a little bit lower operating expense. Did you move operating expenses into the fourth quarter? Because you talked about sort of higher operating expense in the fourth quarter from marketing and clinical spend. Or was that an increment based on where you were in the year, you pushed up the amount of marketing and clinical spend?

Let me make sure I understand your question, Peter. But I think there is more marketing spend in the fourth quarter versus, say, last year.

Is it more than you had expected to have when we gave guidance before or did you just move operating expense from the third quarter into the fourth quarter?

No, it may be a little bit more, not a huge amount more, but it's a little bit more. And again, we're starting to ramp up a little bit for the duals expansion.

The duals expansion, we're starting to hire folks.

That, too, so there's a little bit of that in there as well.

Okay. And I'm sorry if I missed this, but in the $0.38 of membership earnings, is there any earnings from that -- positive earnings from that, from the duals, Medicaid or the exchanges, or is there negative impact from those 3?

No, I think that, that's mainly our -- that line item is mainly going to be our Medicare, our core business growth and all of the results from the duals are going to be down below in that investment number, is the way to think about that.

Both the duals and the exchange in the investment number.

And your next question is from the line of Kevin Fischbeck from Bank of America Merrill Lynch.

So, I guess, the main question I want to understand is -- it's helpful to hear the operating margin being up but the industry fee, since it's not tax-deductible, I mean, is there a way to kind of think about this on an apples-to-apples basis of how you're thinking the M&A book being on an after-tax basis in '14 versus '13?

This is Steve. So I think if you -- gosh, I think what we did in the chart -- in the earnings chart that's in the press release is we broke out just the nondeductibility aspect of that. So I think you can kind of take the numbers we've shared with you and assume that there's an industry fee of around, say, 130 basis points to 135 basis points would be a reasonable estimate. And if you assume a tax rate of say 36% and [ph] change, then you kind of gross that up and calculate the nondeductibility of that. And so I think that -- I think you can kind of do that off the chart is the way I think about it.

Okay. The thing about the chart was that the chart just has like a 2.5% bigger gross impact than net impact, which is obviously different than what you just -- the math you just went through. Is that just because you can pass it through on the commercial but you can't pass it through on the Medicare?

Let's see. I'm not sure. I'll think about that. But I would say on the -- with respect to the fee itself, on the commercial side, largely, we were able to pass a lot -- most of that through. There may be some limited instances where because of the MLR minimums in our small business maybe are a little bit -- we could be a little bit stressed on how much of the fee and the tax impact we could pass through. On the Medicare side, we think of the fee as a new part of our cost structure that goes into the calculus of the bids that we do. And it had to go in there with the rates and everything else that we do. And we had to achieve, ultimately, the target margins that we've -- that we shared with you today. So kind of I think of them as being a little bit different, but I don't know if that helps.

I guess, the retail MLR -- go ahead.

We would say that when you put all of the industry fee and the funding changes and the secular trends on a sheet of paper, then you have to try to identify trend benders and other things that we do as an organization to offset the impact of those, all of which create our target -- go into creating our target margin. And so I would say that we were able to successfully pass through the impact of the industry fee to our Medicare book of business. However, explicitly sending a bill for that was not part of the equation, which is what happened with the commercial book of business.

Yes. I guess when I look at the Retail segment MLR, the guidance for next year kind of brackets what you're talking about for 2013. But if we're saying that the fee is 1.3%, and gross up to, call it, 2%, does that meant that your MLR guidance is really on an apples-to-apples basis, 85 to 87 versus 84 to 84.5?

Yes, I'm not sure I follow that math, Kevin. I guess what I would do is if I look at the chart that's in the press release that rolls forward the EPS, in there is -- you can see the investments are in the -- and the exchanges and the duals are also all in that retail guidance. But in that, there's changes in core operating margins number. That's a positive $275 million. And in there, we also had to overcome the industry fee itself plus improve it by $275 million in order to hit the bottom line that's on the schedule. I don't know if -- and the nondeductibility aspect of that is over [indiscernible].

I'm going to try to take this real quick and see if I can answer, maybe between the 3 of us, we can do this. What you see is in the benefit ratios that we have that you do see on the retail side us forecasting a range that does show a decline, that is really coming and highlighting the benefit of our clinical programs that are impacting the clinical cost of what -- how we're able to help ensure that we were able to keep the benefits and the premiums at a flat rate at the membership level. Inherent in that is that we were able to overcome passing the tax back because we paid for it with lower cost of the clinical side, so -- in the Medicare side. So it's a little confusing because we didn't really pass it back, we kept the rates the same, we kept the benefits the same, but we're able to pay for that through hard work, through our 15% solution. And you see that in the metrics in the -- on the benefit ratios that we have.

Okay. So maybe just the way to think about it is your comment that you feel like you were able to offset the industry fee operationally. All right. So then I guess, maybe just my second question would be that how do you feel about the membership growth that you're looking for? Because oftentimes when you see strong membership growth, it comes with potential issues on the MLR side. I mean, you're talking about, I guess, maybe 9% or 10% retail MA growth if you pull out the duals, which is about, I think, twice what CMS is expecting the industry to show. And most companies are talking about growing less next year than they did this year. You're talking about almost doubling it. I mean, how comfortable are you around the benefits that you've set and how you're positioned for next year versus what your competitors seem to have done?

Yes, this is Jim Murray. We're very excited about our growth potential, and in large part, because of what happened to us in 2012. We went through that situation where we had the new member growth in 2012. And as we tried to understand what happened in 2012, we identified a number of initiatives that we should embark on, which helped, quite frankly, to get us prepared for this 2014. Getting people into programs faster and creating the analytical tools to enable us to do that is a big part of what helped to get to where we're at for 2013 and what we expect to happen in 2014. So because of what happened in 2012 with us and the new members that we got in 2012, we've developed a number of things that are part of our clinical program that we feel very, very comfortable with and are very, very excited about the growth potential that we've shared with you here today.

And your next question is from the line of Matt Borsch of Goldman Sachs.

Can you help us understand how much operating cost improvement is part of your achieving your goals on the Medicare Advantage side, in particular. Is there any way you can help us sort of understand that in terms of how much percent, if this is accurate, you may be bringing down operating cost per member? And then I had a follow-up.

Matt, this is Steve. There's is -- it's not -- there's a little bit of operating cost improvement, as we've talked about. As we grow, we benefit from that scale. So I don't think we guide to that specific number, we guide to the segment in total. And -- but there is some improvement. I can't give you the exact number on that.

Okay. And -- no, I was just going to say, when we had come to visit you guys recently, correct me if I'm wrong, but I felt that you had hinted towards achieving same-store trend on Medicare Advantage benefits, i.e., the ones that don't change year-to-year in negative territory. Is that accurate as observation? And if that's still accurate, and can you give us any further elaboration on that?

Can you go into a little bit more detail on specifically what you're -- I'm not sure I'm understanding...

I guess what I'm referring to is if you think about the per member cost for the traditional Medicare benefits.

Are you talking about medical costs or administrative costs?

Medical costs. No, I'm talking about medical costs.

Okay, got it.

So secular trend might be, in any given year, in the low double digits, low- to mid-single digits -- sorry, low- to mid-single digits. But I think you've referenced bringing that down into negative territory for next year was my understanding anyway.

I think when we talked a couple of calls ago, we highlighted that with funding -- this is for 2014, with funding cuts and the industry tax and secular trends, that we were looking at trying to overcome about an 8% or thereabout cost reduction. And what we detailed back then were the trend benders around home care program: the transition program that Jim Bloem referenced and I think Bruce Broussard referenced; the in-home assessments, which are the early identification of folks who could go into some of our clinical programs; contracting, both facility and pharmacy contracting; the growth of risk-sharing contracts and getting some of the providers that we work with to modify their behavior around quality and cost; some of the programs where we did HRAs much more timely and got people identified that might benefit from some of these programs, that was a big part of our trend bender work that we've detailed before. The MRA work that we do every year, like a lot of our competitors, is a big part of how we offset some of that 8% that I talked about. One of the things that goes lost in this discussion, we talked a lot about 2013 bids and the premium and benefit changes that we made for 2013 because of our 2012 problems, well, actually the 2014 premium and benefit changes were very similar to that which we did for 2013. But what we were fortunate enough to have is all of these other things where maybe some of our competitors did not. And so when you put all those pieces together, we feel very good about how we've attacked that 8%, and now, we need to do that again for 2015. But we're into a rhythm there and we feel very good about the process that we've created to do that.

And if I could just follow up on one other topic, which is on the non-recurrence of prior period reserve development, which I'm just looking at your slide deck table here. I think that's $110 million as a bridge negative part of the bridge you have to climb on 2014. And I just wanted to ask about that $110 million because the gross PPRD, and admittedly, this is gross, I think that you've disclosed in the press release is $319 million so far for this year versus $178 million a year ago. So -- and then, there's a higher number, obviously, on the reserve roll forward table. So can you just help us understand getting from that $319 million, and that's a year-over-year change by the way of $141 million, how do you bridge that to the $110 million there?

Yes, Matt, this is Steve. So the way to think about the PPD and the reserve table is if you look at, say, the last 3, 3 to 4 years of the reserve development as a percent of the total reserves and you would kind of get an average percentage there, that would give you kind of -- because we use the same methodology year in, year out, you would get kind of a normal what you might expect. And then when you do that, you see that this year, as you noted, is more than normal. And it's actually probably a bigger number than $110 million as you pointed out. But in $110 million, because we do have risk-sharing arrangement with providers, we've netted that down to what the true impact was, that we think was greater than normal net of our risk sharing. Does it makes sense?

Okay, it does.

And not to pile on, Matt, but we're pleased with the current year PPD because, as you know, when you do a bid for 2014, you start with your 2012 base level. And to the extent you see favorable development during 2013, it makes you feel better about 2014's achievability.

And your next question is from the line of Carl McDonald of Citigroup.

First question, I wanted to come back to the Retail segment margin assumption. So based on your guidance, you're at 4.8% pretax for 2013 in Retail segment. As reported, you're projecting 4.6% in '14. I'm calculating the industry tax is worth roughly 80 basis points, so on an adjusted basis, the retail margin in '14 would be about 3.8% or down 100 basis points versus this year. Is that a reasonable way of looking at it?

I think so. Remember that the $175 million of investments in the duals and the exchanges are also in that number, too.

Sure, of course, yes. And then second question, just interested on your thoughts on the exchange strategy, particularly, I noticed there's a number of markets where you guys tend to have a very attractive price from a consumer perspective in gold and platinum products. There are several markets where you're the only platinum product that's available. So just interested in thoughts around the strategy and the risk of adverse selection?

I think the big thing for us is most of the markets we went in with an effective network. And that has allowed us to be very price-conscious, or attract a price-conscious member. And so when you look at our pricing, you really need to look at the benefits [ph] of the package as part of that. And obviously, when you have an effective network, you're going to have a reduced opportunity for choice. And so we're looking for the members that are probably less oriented to selecting their provider in a broad way. And we think that those members will probably have less utilization in the particular markets that we're in.

And the other thing that I would add would be that a lot of people who are a lot smarter than me have done fairly sophisticated models and they've studied the impact of risk adjustment and the risk-adjustment process, as it respects the older age levels. And they've gotten themselves pretty comfortable that the slope between the different metallic tiers is pretty reasonable. And so we're actually fairly positive about folks who might come to us in those higher metallic tiers and our pricing reflects that. Some of our competitions seems to have also picked up on that, while others of our competition didn't seem to spot that opportunity. So we've stepped back and we feel really, really good about our pricing in many of the markets that we're in.

The next question comes from Christine Arnold of Cowen.

Just a few clarifying questions. So I understand that you're embedding in the $0.50 to $0.90 some expectation for potential exchange losses. Is it possible to size -- as I look at the 3 Rs, I'm really just struggling without a fleet of actuaries to think about kind of what a range of outcomes could look like. What kind of losses in terms of pretax, after-tax margin, however you want to think about it, do we think we can get on the exchange enrollment?

I'm not sure I'm going to specifically answer your question. I'll give you some thoughts. Steve earlier mentioned that both of the investments are significant for purposes of thinking through how you may split those apart in your own mind. I would tell you that the folks that we have that are very smart have stepped back and said, based upon what's been happening of late, what might this population that we get look like, and they talked about using a COBRA population. And many of you are familiar with COBRA, and people who buy COBRA are likely in need of those kinds of benefits. And so they studied that COBRA population. And they said, were we to get a population off the exchange because of some of what has happened, it looks like for COBRA population, this is what could happen. And that's reflective of some of the investment spend that we've shared with you here today.

Okay. In terms of the levers in Medicare Advantage, it looks like you're going offset the health insurance fee in the recalibration of the risk adjustment model and a lot of other things. Is it possible to think about what you feel really confident, you know you've gotten, versus things that are kind of still out there and squishy. I mean, capitation feels like a known. Were you able to negotiate the health insurance fee in your risk-sharing capitation arrangement or is that still outstanding? Clinical programs, how much help were you counting on in retail MA, and how much do you know is going to come versus not? Is there any way to size kind of what's known, what's not? Like 3/4 is known, half is known, all is known, how do we think about that?

You're referencing the trend benders that we're anticipating for 2014?

Exactly. Like the things that you're anticipating in the MA, particularly the retail. I guess, we can just look at the retail margin.

Sure. All the contractual stuff that I talked about earlier is obviously done and in the can. What we're doing relative to some of these other programs is we've got a team of actuaries. You may have heard us detail on our Friday meetings, our trend bender, our 15% solution meetings. We have a team of actuaries who is constantly studying how we're doing on each and every one of these programs that we've talked with you about in the past. And they continually tell us that the investment that we make in those that we've shared with you in the past is producing the results that we had anticipated. As we grow that membership and enrollment in all of those programs, we have the actuaries go back and restudy that. And so as long as we get to the growth in those programs that we think is necessary to get to the 2014 levels and we're very close, I would tell you that we feel very good based upon a lot of smart actuaries looking in the rearview mirror about the beneficial effect of these programs. And so I sit here today pretty confident that what we talked about for 2014 will come to fruition.

Okay. So it sounds like we're better than 90% there; we're not guessing on a lot.

90% is your number.

This is Regina. We're getting really long on the hour, and we've got several more people in the queue. We want to try and take as many questions as we can. [Operator Instructions]

Your next question is from Sarah James of Wedbush.

I hate to belabor this point, but I'm still a little confused on retail MLR. The midpoint implies a modest improvement, but you've got the non-repeat of prior-period development and inclusion of exchange members and maybe MA duals, all of which could add upward pressure. So can you talk about what you're assuming for the retail utilization trends and then bridge that to where the underlying retail medical cost trend for '14 is from a baseline perspective and how that compares to what it would look like post the Humana trend benders?

Let me go back to the MLR first. If you think about -- I think, the MLR, because of the industry fee being one of the items that we had to put into the calculus when we did the bids, the MLR needed to improve in order for us to hit the bottom line margin because now we had a large fee to overcome, including the nondeductibility. So we would have expected to have had MLR improvement in that business in order to overcome that headwind, which I think it's apparent in the results, that we did. So as you're doing that math, you're seeing that. And again, just with respect to how we did that, I would go back to the overall trend bender discussion that we've talked about with our clinical programs and clinical assessments and the model and the investments we've made over the past 12 to 18 months to produce that result. So I don't know that we get into specifics about what maybe a secular trend is and what our trend is. We have -- there are so many variables there, we tend not to get into that level of detail. Does that make sense, Sarah?

Yes. Can you discuss at all -- I know you've done this for the group but you've talked about where the group cost trend will go from '13 to '14, does that hold true for retail? Are you assuming a 50 to 100 basis point uptick in cost trends from utilization? Is that the same in this segment, so the rest you can think of as being trend benders?

No. I don't think it's the same. I think we start -- on the group side and the commercial trend, we look at a number of variables. Our actuaries look at a number of variables that have been underlying utilization for the past couple of years and what those same variables might predict utilization's going to do in the next couple of years. So given everything that's going on with health care reform and the economy, you've got a lot of different things impacting the commercial cost trends and that population versus a different set of items affecting utilization in Medicare. So I think it's a bit different. So we tend to see the utilization of seniors being on a same-store basis relatively constant over a period of time, so we don't seem to see the same peaks and valleys that we might in an under-65 population that might be more impacted by an economy or other things. So we see kind of a -- we tend to think of an underlying trend rate for seniors and then we go in and work on all of our clinical programs and all of our trend benders, and we're constantly studying the impact that our work is having on our population and kind of compare that back to the underlying trend rate as a whole. So I don't think we would say that the base trend rate, if there is such a thing, for the Medicare fee-for-service population is doing anything different going forward than it's done in the past. We see that as fairly constant.

And your next question is from Scott Fidel of Deutsche Bank.

I just had 2 questions, just on the enrollment guidance. The first is just on the individual enrollment guidance that you put out. Just if you can give us some details on what you're thinking in terms of on-exchange enrollment as compared to off-exchange enrollment attrition in individual? And then just second, on the Medicare Advantage enrollment growth that you're guiding for, if you have a view on how that will split up between HMO and PPO?

This is Jim Murray, you've asked the hardest question to try to figure out, to be as brutally honest as I can be. Given where we're at today, our assumption is that there will be an extension to the open enrollment period. If there is not, then some of the numbers that we put out there would probably be in question. So we expected a 500,000 sale result as a result of the exchanges, initially, because of what happened, we've seen some guidance from a lot of government entities and what-have-you, suggesting that, that might be cut in half. We devaluated that, and that's kind of where we're at, around 200 to 250. Again, it all is an impact of how long the enrollment period stays open. From the other side, from off-exchange, we expect that there will be some deterioration in our existing membership. We've had to send out some letters. Some of those letters were to change the effective date of the plan. Some of the letters, like you've seen in the press, had to do with the cancellation of those particular policies because they weren't ACA compliant. We've taken all of that and we've done, frankly, our best guess at what the enrollment might be. But I will tell you that -- and there's a wide range, but I will tell you that, that's the one projection on this page that I'm most up in the air about.

Then just on the MA split?

What was your question on that one, Scott? I got so wrapped up in my answer on the first one that I forgot your second question.

Sure, just the breakdown between how you're thinking about in terms of the adds, the split between HMO and PPO on MA?

Yes, I don't know that I have it. Do you have that?

I think it will be mostly HMOs is what we're anticipating.

I think that's the case, but I don't know the exact...

Yes, I don't know the exact percentage, but clearly, we believe it will be mostly HMO-weighted.

And your last question is from the line of Chris Rigg of Susquehanna International Group.

I just wanted to come back to a few other questions right at the outset of the Q&A. With regard to the $0.70 of investment, can you help us -- or just maybe clarify for me what's sort of truly onetime in nature that you wouldn't expect to occur again in the future? And then sort of just what's timing differences in Medicaid premiums coming in versus having boots on the grounds on the state? And then just more generally, can you give us a context of what you actually think losses might be initially?

This is Steve, I'll try to -- I'll start off. Again, I think just the way we think about it, what we said is that the $175 million or the midpoint of that range which is $0.70 is effectively going to be losses in those 2 businesses that result -- first of all, they're both significant. I wouldn't say that one's a lot larger than the other, so -- but the nature of them is different. As Jim described earlier, in the dual-eligible expansion, most of that is infrastructure startup before the revenue. As we're winning contracts, some members will come onboard. They don't all come onboard at the same time. They come onboard ratably throughout the year. And so we have to have our infrastructure in place ahead of the revenue. So -- and there may be a little bit of that investment as well in terms of getting our programs to be as effective, in terms of managing all the variables that we have to manage with the long-term support services and the duals and the chronic -- the members with chronic conditions. So getting all of that in place and up and running, think of that as mostly infrastructure that's temporary. And once the revenue gets up to the run rate, then there will be revenue to cover that cost. And then we'll start to approach the target margins that we plan to get to ultimately. On the exchange side, it's much more of a wildcard around how much membership we get and the risk of that membership that we get. And if you look at our range, our membership range was anywhere from negative 100,000 to positive 100,000, and the risk mix of that could be variable. So they're different. They're not that different in terms of the magnitude in size, but they're very different in their characteristics, if that helps.

Well, like always, we appreciate everyone's support for the organization and especially our associates, our 50,000 associates. We make this look easy as we talk about it, but they are hard at work helping our members and, obviously, helping grow Humana. So we thank all our associates. With that, I hope everyone has a great day, and we'll conclude.

Thank you. This concludes today's Humana's Third Quarter 2013 Earnings Conference Call. You may now disconnect.