UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20152018
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission file number 1-5975
HUMANA INC.
(Exact name of registrant as specified in its charter)
Delaware 61-0647538
(State of incorporation) (I.R.S. Employer Identification Number)
   
500 West Main Street Louisville, Kentucky 40202
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (502) 580-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common stock, $0.16 2/3 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ¨
Indicate by checkmarkcheck mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer   þAccelerated filer  ¨   Non-accelerated filer  ¨Smaller reporting company¨ Emerging growth company  ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 20152018 was $28,626,230,036$41,129,697,151 calculated using the average price on June 30, 20152018 of $193.67.$299.02.
The number of shares outstanding of the Registrant’s Common Stock as of January 31, 20162019 was 148,303,389.135,566,909.
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and III incorporate herein by reference portions of the Registrant’s Proxy Statement to be filed pursuant to Regulation 14A with respect to the Annual Meeting of Stockholders scheduled to be held on April 21, 2016.18, 2019.




HUMANA INC.
INDEX TO ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 20152018
  Page
 Part I 
   
Item 1.
   
Item 1A.
   
Item 1B.
   
Item 2.
   
Item 3.
   
Item 4.
   
 Part II 
   
Item 5.
   
Item 6.
   
Item 7.
   
Item 7A.
   
Item 8.
   
Item 9.
   
Item 9A.
   
Item 9B.
   
 Part III 
   
Item 10.
   
Item 11.
   
Item 12.
   
Item 13.
   
Item 14.
   
 Part IV 
   
Item 15.
Item 16.
   
 


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Forward-Looking Statements
Some of the statements under “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report may contain forward-looking statements which reflect our current views with respect to future events and financial performance. These forward-looking statements are made within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe harbor provisions. We have based these forward-looking statements on our current expectations and projections about future events, trends and uncertainties. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, including the information discussed under the section entitled “Risk Factors” in this report. In making these statements, we are not undertaking to address or update them in future filings or communications regarding our business or results. Our business is highly complicated, regulated and competitive with many different factors affecting results.
PART I

ITEM 1. BUSINESS

General
Headquartered in Louisville, Kentucky, Humana Inc. and its subsidiaries, referred to throughout this document as “we,” “us,” “our,” the “Company” or “Humana,” is a leading health and well-being company focused on making it easy for peoplecommitted to helping our millions of medical and specialty members achieve their best health with clinical excellence through coordinated care.health. Our strategy integratessuccessful history in care delivery and health plan administration is helping us create a new kind of integrated care with the member experience,power to improve health and well‐being and lower costs. Our efforts are leading to a better quality of life for people with Medicare, families, individuals, military service personnel, and communities at large. To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and consumer insights to encourage engagement, behavior change, proactive clinical outreachtools, such as in‐home care, behavioral health, pharmacy services, data analytics and wellness for the millions of people we serve across the country. solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective.
As of December 31, 2015,2018, we had approximately 14.217 million members in our medical benefit plans, as well as approximately 7.26 million members in our specialty products. During 2015, 73%2018, 81% of our total premiums and services revenue were derived from contracts with the federal government, including 14%15% derived from our individual Medicare Advantage contracts in Florida with the Centers for Medicare and Medicaid Services, or CMS, under which we provide health insurance coverage to approximately 587,400636,800 members as of December 31, 2015.2018.
Humana Inc. was organized as a Delaware corporation in 1964. Our principal executive offices are located at 500 West Main Street, Louisville, Kentucky 40202, the telephone number at that address is (502) 580-1000, and our website address is www.humana.com. We have made available free of charge through the Investor Relations section of our web site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
This Annual Report on Form 10-K, or 20152018 Form 10-K, contains both historical and forward-looking information. See Item 1A. – Risk Factors in this 20152018 Form 10-K for a description of a number of factors that may adversely affect our results or business.
Aetna Merger
On July 2, 2015, we entered into an Agreement and Plan of Merger, which we refer to in this report as the Merger Agreement, with Aetna Inc. and certain wholly owned subsidiaries of Aetna Inc., which we refer to collectively as Aetna, which sets forth the terms and conditions under which we will merge with, and become a wholly owned subsidiary of Aetna, a transaction we refer to in this report as the Merger. Under the terms of the Merger Agreement, at the closing of the Merger, each outstanding share of our common stock will be converted into the right to receive (i) 0.8375 of a share of Aetna common stock and (ii) $125 in cash. The total transaction was estimated at approximately $37 billion including the assumption of Humana debt, based on the closing price of Aetna common shares on July 2, 2015. The Merger Agreement includes customary restrictions on the conduct of our business prior to the completion of the Merger,

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generally requiring us to conduct our business in the ordinary course and subjecting us to a variety of customary specified limitations absent Aetna’s prior written consent, including, for example, limitations on dividends (we agreed that our quarterly dividend will not exceed $0.29 per share) and repurchases of our securities (we agreed to suspend our share repurchase program), restrictions on our ability to enter into material contracts, and negotiated thresholds for capital expenditures, capital contributions, acquisitions and divestitures of businesses.
On October 19, 2015, our stockholders approved the adoption of the Merger Agreement at a special stockholder meeting. Also on October 19, 2015, the holders of Aetna outstanding shares approved the issuance of Aetna common stock in the Merger at a special meeting of Aetna shareholders.
The Merger is subject to customary closing conditions, including, among other things, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of necessary approvals under state insurance and healthcare laws and regulations and pursuant to certain licenses of certain of Humana’s subsidiaries, (ii) the absence of legal restraints and prohibitions on the consummation of the Merger, (iii) listing of the Aetna common stock to be issued in the Merger on the New York Stock Exchange, (iv) subject to the relevant standards set forth in the Merger Agreement, the accuracy of the representations and warranties made by each party, (v) material compliance by each party with its covenants in the Merger Agreement, and (vi) no “Company Material Adverse Effect” with respect to us and no “Parent Material Adverse Effect” with respect to Aetna, in each case since the execution of and as defined in the Merger Agreement. In addition, Aetna’s obligation to consummate the Merger is subject to (a) the condition that the required regulatory approvals do not impose any condition that, individually or in the aggregate, would reasonably be expected to have a “Regulatory Material Adverse Effect” (as such term is defined in the Merger Agreement), and (b) CMS has not imposed any sanctions with respect to our Medicare Advantage, or MA, business that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to us and our subsidiaries, taken as a whole. The Merger is currently expected to close in the second half of 2016.
Health Care Reform
The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the Health Care Reform Law) enacted significant reforms to various aspects of the U.S. health insurance industry. Certain significant provisions of the Health Care Reform Law include, among others, mandated coverage requirements, mandated benefits and guarantee issuance associated with commercial medical insurance, rebates to policyholders based on minimum benefit ratios, adjustments to Medicare Advantage premiums, the establishment of federally-facilitated or state-based exchanges coupled with programs designed to spread risk among insurers, and the introduction of plan designs based on set actuarial values. In addition, the Health Care Reform Law established insurance industry assessments, including an annual health insurance industry fee and a three-year industry wide commercial reinsurance fee. The Health Care Reform Law is discussed more fully in Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations under the section titled “Health Care Reform” in this 2015 Form 10-K.
Business Segments
On January 1, 2015, we realigned certain of our businesses among our reportable segments to correspond with internal management reporting changes and renamed our Employer Group segment to the Group segment. Our three reportable segments remain Retail, Group, and Healthcare Services. The more significant realignments included reclassifying Medicare benefits offered to groups to the Retail segment from the Group segment, bringing all of our Medicare offerings, which are now managed collectively, together in one segment, recognizing that in some instances we market directly to individuals that are part of a group Medicare account. In addition, we realigned our military services business, primarily consisting of our TRICARE South Region contract previously included in the Other Businesses category, to our Group segment as we consider this contract with the government to be a group account. Prior period segment financial information has been recast to conform to the 2015 presentation. See Note 17 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data in this 2015 Form 10-K for segment financial information.

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We manage our business with threefour reportable segments: Retail, Group and Specialty, Healthcare Services.Services, and Individual Commercial. In addition, the Other Businesses category includes businesses that are not individually reportable because they do not meet the quantitative thresholds required by generally accepted accounting principles. These segments are based on a combination of the type of health plan customer and adjacent businesses centered on well-being solutions for our health plans and other customers, as described below. These segment groupings are consistent with information used by our Chief Executive Officer to assess performance and allocate resources. See Note 17 to the consolidated financial statements included in Item 8. - Financial Statements and Supplementary Data for segment financial information.
Our Products
Our medical and specialty insurance products allow members to access health care services primarily through our networks of health care providers with whom we have contracted. These products may vary in the degree to which members have coverage. Health maintenance organizations, or HMOs, include comprehensive managed care benefits generally requirethrough a referral from the member’s primary care provider before seeing certain specialty physicians.participating network of physicians, hospitals, and other providers. Preferred provider organizations, or PPOs, provide members the freedom to choose aany health care provider without requiring a referral.provider. However PPOs generally require the member to pay a greater portion of the provider’s fee in the event the member chooses not to use a provider participating in the PPO’s network. Point of Service, or POS, plans combine the advantages of HMO plans with the flexibility of PPO plans. In general, POS plans allow members to choose, at the time medical services are needed, to seek care from a provider within the plan’s network or outside the network. In addition, we offer services to our health plan members as well as to third parties that promote health and wellness, including pharmacy solutions, provider, home based, and clinical programs, as well as services and capabilities to advance population health. At the core of our strategy is our integrated care delivery model, which unites quality care, high member engagement, and sophisticated data analytics. Three core elements of the model are to improve the consumer experience by simplifying the interaction with us, engaging members in clinical programs, and offering assistance to providers in transitioning from a fee-for-service to a value-based arrangement. Our approach to primary, physician-directed care for our members aims to provide quality care that is consistent, integrated, cost-effective, and member-focused. The model is designed to improve health outcomes and affordability for individuals and for the health system as a whole, while offering our members a simple, seamless healthcare experience. The discussion that follows describes the products offered by each of our segments.
Our Retail Segment Products
This segment is comprised of products sold on a retail basis to individuals including medical and supplemental benefit plans described in the discussion that follows. The following table presents our premiums and services revenue for the Retail segment by product for the year ended December 31, 2015:2018:
 Retail Segment
Premiums and
Services Revenue
 Percent of
Consolidated
Premiums  and
Services Revenue
 Retail Segment
Premiums and
Services Revenue
 Percent of
Consolidated
Premiums  and
Services Revenue
 (dollars in millions) (dollars in millions)
Premiums:        
Individual Medicare Advantage $29,526
 54.9% $35,656
 63.2%
Group Medicare Advantage 5,588
 10.4% 6,103
 10.8%
Medicare stand-alone PDP 3,846
 7.1% 3,584
 6.4%
Total Medicare 38,960
 72.4%
Individual commercial 4,243
 7.9%
Total Retail Medicare 45,343
 80.4%
State-based Medicaid 2,341
 4.3% 2,255
 4.0%
Individual specialty 261
 0.5%
Medicare Supplement 510
 0.9%
Total premiums 45,805
 85.1% 48,108
 85.3%
Services 9
 % 11
 %
Total premiums and services revenue $45,814
 85.1% $48,119
 85.3%

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Medicare
We have participated in the Medicare program for private health plans for over 30 years and have established a national presence, offering at least one type of Medicare plan in all 50 states. We have a geographically diverse membership base that we believe provides us with greater ability to expand our network of PPO and HMO providers. We employ strategies including health assessments and clinical guidance programs such as lifestyle and fitness programs for seniors to guide Medicare beneficiaries in making cost-effective decisions with respect to their health care. We believe these strategies result in cost savings that occur from making positive behavior changes.
Medicare is a federal program that provides persons age 65 and over and some disabled persons under the age of 65 certain hospital and medical insurance benefits. CMS, an agency of the United States Department of Health and Human Services, administers the Medicare program. Hospitalization benefits are provided under Part A, without the payment of any premium, for up to 90 days per incident of illness plus a lifetime reserve aggregating 60 days. Eligible beneficiaries are required to pay an annually adjusted premium to the federal government to be eligible for physician care and other services under Part B. Beneficiaries eligible for Part A and Part B coverage under traditional fee-for-service Medicare are still required to pay out-of-pocket deductibles and coinsurance. Throughout this document this program is referred to as Medicare FFS. As an alternative to Medicare FFS, in geographic areas where a managed care organization has contracted with CMS pursuant to the Medicare Advantage program, Medicare beneficiaries may choose to receive benefits from a Medicare Advantage organization under Medicare Part C. Pursuant to Medicare Part C, Medicare Advantage organizations contract with CMS to offer Medicare Advantage plans to provide benefits at least comparable to those offered under Medicare FFS. Our Medicare Advantage, or MA, plans are discussed more fully below. Prescription drug benefits are provided under Part D.
Individual Medicare Advantage Products
We contract with CMS under the Medicare Advantage program to provide a comprehensive array of health insurance benefits, including wellness programs, chronic care management, and care coordination, to Medicare eligible persons under HMO, PPO, and Private Fee-For-Service, or PFFS, plans in exchange for contractual payments received from CMS, usually a fixed payment per member per month. With each of these products, the beneficiary receives benefits in excess of Medicare FFS, typically including reduced cost sharing, enhanced prescription drug benefits, care coordination, data analysis techniques to help identify member needs, complex case management, tools to guide members in their health care decisions, care management programs, wellness and prevention programs and, in some instances, a reduced monthly Part B premium. Most Medicare Advantage plans offer the prescription drug benefit under Part D as part of the basic plan, subject to cost sharing and other limitations. Accordingly, all of the provisions of the Medicare Part D program described in connection with our stand-alone prescription drug plans in the following section also are applicable to most of our Medicare Advantage plans. Medicare Advantage plans may charge beneficiaries monthly premiums and other copayments for Medicare-covered services or for certain extra benefits. Generally, Medicare-eligible individuals enroll in one of our plan choices between October 15 and December 7 for coverage that begins on the following January 1.
Our Medicare HMO and PPO plans, which cover Medicare-eligible individuals residing in certain counties, may eliminate or reduce coinsurance or the level of deductibles on many other medical services while seeking care from participating in-network providers or in emergency situations. Except in emergency situations or as specified by the plan, most HMO plans provide no out-of-network benefits. PPO plans carry an out-of network benefit that is subject to higher member cost-sharing. In some cases, these beneficiaries are required to pay a monthly premium to the HMO or PPO plan in addition to the monthly Part B premium they are required to pay the Medicare program.
Most of our Medicare PFFS plans are network-based products with in and out of network benefits due to a requirement that Medicare Advantage organizations establish adequate provider networks, except in geographic areas that CMS determines have fewer than two network-based Medicare Advantage plans. In these areas, we offer Medicare PFFS plans that have no preferred network. Individuals in these plans pay us a monthly premium to receive typical Medicare Advantage benefits along with the freedom to choose any health care provider that accepts individuals at rates equivalent to Medicare FFS payment rates.

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CMS uses monthly rates per person for each county to determine the fixed monthly payments per member to pay to health benefit plans. These rates are adjusted under CMS’s risk-adjustment model which uses health status indicators, or risk scores, to improve the accuracy of payment. The risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act of 1997 (BBA) and the Benefits Improvement and Improvement Protection Act of 2000 (BIPA), generally pays more for members with predictably higher costs and uses principal hospital inpatient diagnoses as well as diagnosis data from ambulatory treatment settings (hospital outpatient department and physician visits) to establish the risk-adjustment payments. Under the risk-adjustment methodology, all health benefit organizations must collect from providers and submit the necessary diagnosis code information to CMS within prescribed deadlines. CMS is phasing-in the process of calculating risk scores using diagnoses data from the Risk Adjustment Processing System, or RAPS, to diagnoses data from the Encounter Data System, or EDS. The RAPS process requires MA plans to apply a filter logic based on CMS guidelines and only submit diagnoses that satisfy those guidelines. For submissions through EDS, CMS requires MA plans to submit all the encounter data and CMS will apply the risk adjustment filtering logic to determine the risk scores. For 2018, 15% of the risk score was calculated from claims data submitted through EDS. In 2019 and 2020 CMS will increase that percentage to 25% and 50%, respectively. For more information refer to Note 16 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data and Item 1A. - Risk Factors.
At December 31, 2015,2018, we provided health insurance coverage under CMS contracts to approximately 2,753,4003,064,000 individual Medicare Advantage members, including approximately 587,400636,800 members in Florida. These Florida contracts accounted for premiums revenue of approximately $7.8$8.2 billion, which represented approximately 26.3%23.0% of our individual Medicare Advantage premiums revenue, or 14.5%14.6% of our consolidated premiums and services revenue for the year ended December 31, 2015.2018.
Our HMO, PPO, and PFFS products covered under Medicare Advantage contracts with CMS are renewed generally for a calendar year term unless CMS notifies us of its decision not to renew by May 1 of the calendar year in which the contract would end, or we notify CMS of our decision not to renew by the first Monday in June of the calendar year in which the contract would end. All material contracts between Humana and CMS relating to our Medicare Advantage products have been renewed for 2016,2019, and all of our product offerings filed with CMS for 20162019 have been approved.
Individual Medicare Stand-Alone Prescription Drug Products
We offer stand-alone prescription drug plans, or PDPs, under Medicare Part D, including a PDP offering co-branded with Wal-Mart Stores, Inc., or the Humana-Walmart plan. Generally, Medicare-eligible individuals enroll in one of our plan choices between October 15 and December 7 for coverage that begins on the following January 1. Our stand-alone PDP offerings consist of plans offering basic coverage with benefits mandated by Congress, as well as plans providing enhanced coverage with varying degrees of out-of-pocket costs for premiums, deductibles, and co-insurance. Our revenues from CMS and the beneficiary are determined from our PDP bids submitted annually to CMS. These revenues also reflect the health status of the beneficiary and risk sharing provisions as more fully described in Note 2 to the consolidated financial statements included in Item 7.8.Management’s DiscussionFinancial Statements and Analysis of Financial Condition and Results of Operations under the sectionSupplementary Data, titled “Medicare Part D Provisions.D.” Our stand-alone PDP contracts with CMS are renewed generally for a calendar year term unless CMS notifies us of its decision not to renew by May 1 of the calendar year in which the contract would end, or we notify CMS of our decision not to renew by the first Monday in June of the calendar year in which the contract would end. All material contracts between Humana and CMS relating to our Medicare stand-alone PDP products have been renewed for 2016,2019, and all of our product offerings filed with CMS for 20162019 have been approved.
We have administered CMS’s Limited Income Newly Eligible Transition, or LI-NET, prescription drug plan program since 2010. This program allows individuals who receive Medicare’s low-income subsidy to also receive immediate prescription drug coverage at the point of sale if they are not already enrolled in a Medicare Part D plan. CMS temporarily enrolls newly identified individuals with both Medicare and Medicaid into the LI-NET prescription drug plan program, and subsequently transitions each member into a Medicare Part D plan that may or may not be a Humana Medicare plan.


Group Medicare Advantage and Medicare stand-alone PDP
We offer products that enable employers that provide post-retirement health care benefits to replace Medicare wrap or Medicare supplement products with Medicare Advantage or stand-alone PDPs from Humana. These products offer the same types of benefits and services available to members in our individual Medicare plans discussed previously and can be tailored to closely match an employer’s post-retirement benefit structure.

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State-based Medicaid Contracts
Our state-based contracts allow us to serve members enrolled in state-based Medicaid programs including Temporary Assistance to Needy Families, or TANF, Aged, Blind, and Disabled, or ABD, Long-Term Support Services, or LTSS, and the CMS Financial Alignment dual eligible demonstration programs. TANF is aand ABD programs are traditional Medicaid programs that are state and federally funded program that providesand provide cash assistance and supportive services to assist qualifying aged, blind, or disabled individuals, as well as families with children under age 18, helping them achieve economic self-sufficiency. LTSS is a state and federally funded program that offers states a broad and flexible set of program design options and refers to the delivery of long-term support services for our members who receive home and community or institution-based services for long-term care. Our American Eldercare Inc., or American Eldercare, acquisition in 2013 expanded our LTSS footprint in Florida. Our contracts are generally for three to five year terms.
We have contracts to serve Medicaid eligible members in Florida and Kentucky under traditional programs, as well as contracts in Florida under the LTSS program. Our Kentucky Medicaid contract is subject to a 100% coinsurance contract with CareSource Management Group Company, ceding all the risk to CareSource.
Medicare beneficiaries who also qualify for Medicaid due to low income or special needs are known as dual eligible beneficiaries, or dual eligibles. The dual eligible population represents a disproportionate share of Medicaid and Medicare costs. There were approximately 10.2 millionStates require special coordinating contracts for plans to offer Medicare Advantage dual eligible individuals in the United States in 2015, trending upward due to Medicaid eligibility expansions and individuals aging into the Medicare program. Since the enactment of the Health Care Reform Law, states are pursuing stand-alone dual eligible CMS demonstration programs in which Medicare,special needs plans, or D-SNPs. These largely operate separate from traditional Medicaid and LTSS programs. Some states are moving to support the dual eligible population by linking D-SNP participation to enrollment in a plan that also participates in a state-based Medicaid program to coordinate and integrate both Medicare and Medicaid benefits. Beginning in 2021, based on new federal requirements, D-SNPs will be required to more fully integrate Medicare and Medicaid benefits are more tightly integrated. Eligibility for participation in theseand states will have authority to require linkages to state-based traditional Medicaid and/or LTSS contracts or alternatively, allow D-SNPs to operate without a link to such state-based contracts while meeting additional coordination standards; CMS has yet to finalize regulations.
We currently serve dual eligible members under the CMS stand-alone dual eligible demonstration programs may require state-based contractual relationships in existing Medicaid programs.
We have contracts to serve Medicaid eligible members in Florida under the TANF and LTSS programs. Our contracts in Virginia and Illinois serve members under each state’s stand-alone dual eligible demonstration program. In addition,program in Illinois, we have an Integrated Care Program, or ICP, Medicaid contract. Our Kentucky Medicaid contract is subjectand continue to a 100% coinsurance contract with CareSource Management Group Company, ceding all the risk to CareSource.
In addition to the dual eligible members we serve under the Virginia and Illinois demonstration program, we serve other dual eligible members enrolled in our Medicare Advantage and stand-alone prescription drug plans. As of December 31, 2015, we served approximately 440,000 dual eligible members in our Medicare Advantage plans

Our Group and approximately 1,070,000 dual eligible members in our stand-alone prescription drug plans.
Individual Commercial Coverage
Our individual health plans are marketed under the HumanaOne® brand. We offer products both on and off of the public exchange. We offer products on exchanges where we can achieve an affordable cost of care, including HMO offerings and select networks in most markets. Our off-exchange products are primarily PPO and POS offerings, including plans issued prior to 2014 that were previously underwritten. Policies issued prior to the enactment of the Health Care Reform Law on March 23, 2010 are grandfathered policies. Grandfathered policies are exempt from most of the requirements of the Health Care Reform Law, including mandated benefits. However, our grandfathered plans include provisions that guarantee renewal of coverage for as long as the plan is continued and the individual chooses to renew. Policies issued between March 23, 2010 and December 31, 2013 are required to conform to the Health Care Reform Law, including mandated benefits, upon renewal at various transition dates between 2016 and 2017 depending on the state.
Prior to 2014, our HumanaOne® plans primarily were offered as PPO plans where we could generally underwrite risk and utilize our existing networks and distribution channels.
Rewards-based wellness programs are included with many individual products. We also offer optional benefits such as dental, vision, life, and a portfolio of financial protection products.

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GroupSpecialty Segment Products
ThisThe Group and Specialty segment is comprisedconsists of products soldemployer group commercial fully-insured medical and specialty health insurance benefits marketed to individuals and employer groups, including medicaldental, vision and supplemental benefit planslife insurance benefits, as well as health and wellnessadministrative services only, or ASO products as described in the discussion that follows. The following table presents our premiums and services revenue for the Group and Specialty segment by product for the year ended December 31, 2015:2018:
   Group
Segment
Premiums and
Services Revenue
 Percent of
Consolidated
Premiums  and
Services Revenue
   Group and Specialty
Segment
Premiums and
Services Revenue
 Percent of
Consolidated
Premiums  and
Services Revenue
 (dollars in millions) (dollars in millions)
External Revenue:        
Premiums:        
Fully-insured commercial group $5,493
 10.2% $5,444
 9.7%
Group specialty 1,055
 2.0%
Military services 21
 %
Specialty 1,359
 2.4%
Total premiums 6,569
 12.2% 6,803
 12.1%
Services 698
 1.3% 835
 1.5%
Total premiums and services revenue $7,267
 13.5% $7,638
 13.6%
Intersegment services revenue:    
Wellness $93
 n/a
Total intersegment services revenue $93
  
Intersegment services revenue $18
 n/a
n/a – not applicable
Group Commercial Coverage
Our commercial products sold to employer groups include a broad spectrum of major medical benefits with multiple in-network coinsurance levels and annual deductible choices that employers of all sizes can offer to their employees on either a fully-insured, through HMO, PPO, or POS plans, or self-funded basis. Our plans integrate clinical programs, plan designs, communication tools, and spending accounts. We participate in the Federal Employee Health Benefits Program, or FEHBP, primarily with our HMO offering in certain markets. FEHBP is the government’s health insurance program for Federal employees, retirees, former employees, family members, and spouses. As with our individual commercial products, the employer group offerings include HumanaVitality®, our wellness and loyalty reward program.
Our administrative services only, or ASO, products are offered to employers who self-insure their employee health plans. We receive fees to provide administrative services which generally include the processing of claims, offering access to our provider networks and clinical programs, and responding to customer service inquiries from members of self-funded employers. These products may include all of the same benefit and product design characteristics of our fully-insured HMO, PPO, or POS products described previously. Under ASO contracts, self-funded employers generally retain the risk of financing substantially all of the cost of health benefits. However, more than halfsubstantially all of our ASO customers purchase stop loss insurance coverage from us to cover catastrophic claims or to limit aggregate annual costs.
As with individual commercial policies, employersEmployers can customize their offerings with optional benefits such as dental, vision, and life products. We also offer optional benefits such as dental and a portfolio of voluntary benefit products.vision to individuals.

Military Services
Under our TRICARE South Region contractcontracts with the United States Department of Defense, or DoD, we provide administrative services to arrange health care services for the dependents of active duty military personnel and for retired military personnel and their dependents. We have participated in the TRICARE program since 1996 under contracts with the DoD. On April 1, 2012, we began delivering services underUnder our current TRICARE South Region contract that the Defense Health Agency, or DHA (formerly known as the TRICARE Management Activity), awarded to us on February 25, 2011. Under the current contract,contracts, we provide administrative services while the federal government

9


retains all of the risk of the cost of health benefits. Accordingly, we account for revenues under the current contract net of estimated health care costs similar to an administrative services fee only agreement.
Wellness
We offer wellness solutions including our Humana Vitality® wellness and loyalty rewards program, health coaching, and clinical programs. These programs, when offered collectively On January 1, 2018, we began to employer customers as our Total Health product, turn any standard plandeliver services under the T2017 East Region contract. The T2017 East Region contract is a consolidation of the employer's choosing into an integrated healthformer T3 North and well-being solution that encourages participation in these programs.South Regions, comprising thirty-two states and approximately 6 million TRICARE beneficiaries. The T2017 East Region contract is a 5-year contract set to expire on December 31, 2022 and is subject to renewals on January 1 of each year during its term at the government's option.
Our Humana Vitality® program provides our members with access to a science-based, actuarially driven wellness and loyalty program that features a wide range of well-being tools and rewards that are customized to an individual’s needs and wants. A key element of the program includes a sophisticated health-behavior-change model supported by an incentive program.
We also provide employee assistance programs and coaching services including a comprehensive turn-key coaching program, an enhancement to a medically based coaching protocol and a platform that makes coaching programs more efficient.
Our Healthcare Services Segment Products
The products offered by our Healthcare Services segment are key to our integrated care delivery model. This segment is comprised of stand-alone businesses that offer services including pharmacy solutions, provider services, home basedclinical care services, clinical programs, and predictive modeling and informatics services to other Humana businesses, as well as external health plan members, external health plans, and other employers or individuals and are described in the discussion that follows. Our intersegment revenue is described in Note 17 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data. The following table presents our services revenue for the Healthcare Services segment by line of business for the year ended December 31, 2015:2018:
 Healthcare  Services
Segment
Services Revenue
 Percent of
Consolidated
Premiums  and
Services Revenue
 Healthcare  Services
Segment
Services Revenue
 Percent of
Consolidated
Premiums  and
Services Revenue
 (dollars in millions) (dollars in millions)
Intersegment revenue:        
Pharmacy solutions $20,551
 n/a
 $20,514
 n/a
Provider services 1,291
 n/a
 1,994
 n/a
Home based services 875
 n/a
Clinical programs 203
 n/a
Clinical care services 662
 n/a
Total intersegment revenue $22,920
   $23,170
  
External services revenue:        
Pharmacy solutions $203
 0.4%
Provider services $515
 0.9% 228
 0.4%
Home based services 140
 0.3%
Pharmacy solutions 30
 0.1%
Clinical care services 176
 0.3%
Total external services revenue $685
 1.3% $607
 1.1%
n/a – not applicable
Pharmacy solutions
Humana Pharmacy Solutions®, or HPS, manages traditional prescription drug coverage for both individuals and employer groups in addition to providing a broad array of pharmacy solutions. HPS also operates prescription mail order services for brand, generic, and specialty drugs and diabetic supplies through Humana Pharmacy, Inc., as well as research services.

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Provider services
We operate full-service, multi-specialty medical centers in a number of states, primarily in Florida and Texas, staffed by primary care providers and medical specialists practicing cardiology, endocrinology, geriatric medicine, internal medicine, ophthalmology, neurology, and podiatry. Our care delivery subsidiaries operate our medical center business through both employed physicians and care providers, and through third party management service organizations with whom we contract to arrange for and manage certain clinical services.

We also operate Transcend, a Medical Services Organization, or MSO, that coordinates medical care for Medicare Advantage beneficiaries primarily in Florida, Arkansas, Alabama and Kansas.four states. Transcend provides resources in care coordination, financial risk management, clinical integration and patient engagement that help physicians improve the patient experience as well as care outcomes. Transcend collaborates with physicians, medical groups and integrated delivery systems to successfully transition to value-based care by engaging, partnering and offering practical services and solutions. Transcend represents a key component of our integrated care delivery model which we believe is scalable to new markets. In addition,
During 2018, we own a noncontrollingacquired the remaining equity interest in MCCI Holdings, LLC, or MCCI, a privately held MSOmanagement service organization and healthcare provider headquartered in Miami, Florida, that primarily coordinates medical care for Medicare Advantage beneficiaries in Florida Texas and Georgia.Texas. In addition, during 2018, we acquired Family Physicians Group, or FPG, which serves Medicare Advantage and Managed Medicaid HMO patients in Greater Orlando, Florida with a footprint that includes clinics located in Lake, Orange, Osceola and Seminole counties. See Note 3 to the consolidated financial statements included in Item 8. - Financial Statements and Supplementary Data.
Programs to enhanceClinical care services
Via in-home care, telephonic health counseling/coaching, and remote monitoring, we are actively involved in the qualitycare management of our customers with the greatest needs. Clinical care services include the operations of Humana At Home, Inc., or Humana At Home®. As a chronic-care provider of in-home care for seniors, we provide innovative and holistic care coordination services for individuals living with multiple chronic conditions, individuals with disabilities, fragile and aging-in-place members and their care givers. We focus our deployment of these services in geographies with a high concentration of members living with multiple chronic conditions. The clinical support and care provided by Humana At Home is designed to improve health outcomes and result in a higher number of days members can spend at their homes instead of in an acute care facility. At December 31, 2018, we have enrolled approximately 716,000 members, with complex chronic conditions participating in a Humana Chronic Care Program, reflecting enhanced predictive modeling capabilities and focus on proactive clinical outreach and member engagement, particularly for our Medicare Advantage membership. These members may not be unique to each program since members have the ability to enroll in multiple programs. We believe these initiatives lead to better health outcomes for our members and lower health care costs.
We have committed additional investments in our home care capabilities with our acquisition of a 40% minority interest in Kindred at Home, Inc., or Kindred at Home, and Curo Health Services, or Curo, which combined creates the nation's largest home health and hospice provider with 65% overlap with our individual Medicare Advantage business. See Note 3 to the consolidated financial statements included in Item 8. - Financial Statements and Supplementary Data.
We are key elementscommitted to the integrated physical and mental health of our integratedmembers. Accordingly, we take a holistic approach to healthcare, offering care delivery model. We believe that technology represents a significant opportunity in health care that positively impacts our members. Our Transcend Insights business focuses on population healthmanagement and wellness programs. These programs use our capabilities across the sector and serves health care systems, physicians and care teams by leveraging actionable data to help improve patient care. We help care teams and patients transition from a reactive approach to care to one that proactively promotes health and long-term wellness. We have enhanced our health information technology capabilities enablingenable us to create a more complete view of an individual’s health, designed to connect, coordinate and simplify health care while reducing costs. These capabilities include our health care analytics engine, which reviews billions of clinical data points on millions of patients each day to provide members, providers, and payers real-time clinical insights to identify evidence-based gaps-in-care, drug safety alerts and other critical health concerns to improve outcomes. Additionally, our technology connects Humana and disparate electronic health record systems to enable the exchange of essential health information in real-time to provide physicians and care teams with a single, comprehensive patient view.
On June 1, 2015, we completed the sale of our wholly owned subsidiary, Concentra Inc., or Concentra, that delivered occupational medicine, urgent care, physical therapy, and wellness services to employees and the general public through its operation of medical centers and worksite medical facilities.
Home based services
Via in-home care, telephonic health counseling/coaching, and remote monitoring, we are actively involved in the care management of our customers with the greatest needs. Home based services include the operations of Humana At Home, Inc., or Humana At Home®. As a chronic-care provider of in-home care for seniors, we provide innovative and holistic care coordination services for individuals living with multiple chronic conditions, individuals with disabilities, fragile and aging-in-place members and their care givers. We focus our deployment of these services in geographies, such as Florida, with a high concentration of members living with multiple chronic conditions. The clinical support and care provided by Humana At Home® is designed to improve health outcomes and result in a higher number of days members can spend at their homes instead of in an acute care facility. To that end, we have accelerated our process for identifying and reaching out to members in need of clinical intervention. At December 31, 2015, we enrolled approximately 590,300 members with complex chronic conditions in the Humana Chronic Care Program, a 40.3% increase compared with approximately 420,700 members at December 31, 2014, reflecting enhanced predictive modeling capabilities and focus on proactive clinical outreach and member engagement, particularly for our Medicare Advantage membership. We believe these initiatives lead to better health outcomes for our members and lower health care costs.
Clinical programs
We are committed to the integrated physical and mental health of our members. Accordingly, we take a holistic approach to healthcare, offering care management, behavioral health services and wellness programs.

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Our care management programs take full advantage of the population health, wellness and clinical applications offered by Transcend Insights and CareHub, our clinical management tool used by providers and care managers across the company to help our members achieve their best health, to offer various levels of support, matching the intensity of the support to the needs of members with ongoing health challenges through telephonic and onsite programs. These programs include Personal Nurse, chronic condition management, and case management as well as programs supporting maternity, cancer, neonatal intensive care unit, and transplant services.
In addition,
Wellness
We offer wellness solutions including our Go365 wellness and loyalty rewards program, employee assistance program, and clinical programs. These programs, when offered collectively to employer customers as our Total Health product, turn any standard plan of the employer's choosing into an integrated health and well-being solution that encourages participation in these programs.
Our Go365 program provides our members with access to a science-based, actuarially driven wellness and loyalty program that features a wide range of well-being tools and rewards that are customized to an individual’s needs and wants. A key element of the program includes a sophisticated health-behavior-change model supported by an incentive program.
Our Individual Commercial Segment Products
Our individual health plans were marketed under the HumanaOne brand. We offered products both on and off of the public exchange.

We discontinued substantially all off-exchange individual commercial medical plans effective January 1, 2017, and we focus on the behavioral aspects of a members' health such as managing stress and work/life balance. Humana Behavioral Health takes a holistic, mind-and-body approach to behavioral healthcare to address the whole person, encouraging faster recovery and improving clinical outcomes while reducing costs for both the member and employer.exited our remaining individual commercial medical business effective January 1, 2018.
Other Businesses
Other Businesses includes those businesses that do not align with the reportable segments previously described, primarily includes our closed block ofclosed-block long-term care insurance policies, described below. Total premiumswhich was sold in 2018. For a detailed discussion of the sale refer to Note 3 to the consolidated financial statements included in Item 8. – Financial Statements and services revenue for our Other Businesses was $49 million, or 0.1% of consolidated premiums and services revenue for the year ended December 31, 2015.
We have a non-strategic closed block of approximately 31,800 long-term care insurance policies associated with our acquisition of KMG America Corporation in 2007. Long-term care insurance policies are intended to protect the insured from the cost of long-term care services including those provided by nursing homes, assisted living facilities, and adult day care as well as home health care services. No new policies have been written since 2005 under this closed block.Supplementary Data.

Membership
The following table summarizes our total medical membership at December 31, 2015,2018, by market and product:
Retail Segment
Group Segment
 
 
 Retail Segment Group and Specialty Segment
(in thousands)(in thousands)
Individual
Medicare
Advantage

Group
Medicare
Advantage


Medicare
stand-
alone PDP

Individual
Commercial

State-
based
contracts

Fully-
insured
commercial
Group

ASO
Military services
Other
Businesses

Total
Percent
of Total
Individual
Medicare
Advantage
Group
Medicare
Advantage

Medicare
stand-
alone PDP
Medicare SupplementState-
based
contracts
 Fully-
insured
commercial
Group
ASOMilitary servicesTotalPercent
of Total
Florida587.4

19.9

320.5

288.4

351.9

168.4

33.8





1,770.3

12.5%636.8
9.9
234.2
11.4
333.4
 125.7
36.2

1,387.6
8.4%
Texas215.6

68.8

281.4

163.8



217.3

107.2





1,054.1

7.4%246.9
241.9
305.1
10.6

 171.6
30.4

1,006.5
6.1%
Kentucky89.0
63.7
215.6
5.8

 112.6
138.5

625.2
3.8%
California70.9
0.2
484.4
20.3

 


575.8
3.5%
Georgia105.2

2.5

115.0

270.2



155.3

18.6





666.8

4.7%114.2
2.2
124.5
11.1

 158.5
45.2

455.7
2.7%
Kentucky69.9

56.1

203.8

17.6



109.3

195.5





652.2

4.6%
Illinois108.7
23.3
185.2
5.7
7.7
 46.0
76.8

453.4
2.7%
Ohio105.8

155.6

143.5

20.8



46.3

70.1





542.1

3.8%128.6
22.1
184.3
45.8

 44.6
27.5

452.9
2.7%
California64.9

0.1

420.7

13.3











499.0

3.5%
Illinois81.7

20.8

154.1

11.3

12.0

82.4

95.0





457.3

3.2%
Missouri/Kansas100.6

3.4

202.0

18.7



52.9

9.4





387.0

2.7%82.5
4.9
227.2
9.1

 45.0
17.4

386.1
2.3%
North Carolina149.5
0.5
172.6
6.0

 


328.6
2.0%
Tennessee139.8

2.0

97.5

26.5



47.0

34.9





347.7

2.5%144.3
4.3
117.2
4.9

 41.4
12.9

325.0
2.0%
Louisiana161.1
12.1
61.3
2.2

 59.6
13.5

309.8
1.9%
Wisconsin63.2

10.1

95.8

8.5



84.2

80.1





341.9

2.4%58.7
10.0
121.6
6.3

 68.7
36.8

302.1
1.8%
Louisiana147.2

10.9

54.4

20.6



67.9

31.7





332.7

2.3%
North Carolina129.4

37.2

158.4

5.6











330.6

2.3%
Indiana88.1

3.7

120.2

12.1



22.4

17.2





263.7

1.9%103.5
6.8
145.8
9.0

 21.2
12.6

298.9
1.8%
Virginia111.2

5.5

125.5

8.9

9.8









260.9

1.8%121.6
3.1
159.1
8.6

 


292.4
1.8%
Michigan48.8

14.1

135.8

19.4



6.5

0.5





225.1

1.6%52.9
12.9
140.2
3.4

 2.8
0.4

212.6
1.3%
Colorado35.2

5.5

83.3

22.7



24.8

1.1





172.6

1.2%
Arizona57.8

1.2

75.3

8.4



28.4

1.2





172.3

1.2%76.0
0.4
97.6
4.8

 25.0
5.5

209.3
1.3%
Pennsylvania46.6
0.4
156.2
4.7

 


207.9
1.2%
South Carolina87.0
0.5
71.3
5.2

 


164.0
1.0%
Military services













3,074.4



3,074.4

21.6%




 

5,928.6
5,928.6
35.8%
Others601.6

66.7

1,770.7

120.9



65.2

14.4



32.6

2,672.1

18.8%585.2
78.6
1,800.9
79.4

 82.0
28.2

2,654.3
15.9%
Totals2,753.4

484.1

4,557.9

1,057.7

373.7

1,178.3

710.7

3,074.4

32.6

14,222.8

100.0%3,064.0
497.8
5,004.3
254.3
341.1
 1,004.7
481.9
5,928.6
16,576.7
100.0%

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Provider Arrangements
We provide our members with access to health care services through our networks of health care providers whom we employ or with whom we have contracted, including hospitals and other independent facilities such as outpatient surgery centers, primary care providers, specialist physicians, dentists, and providers of ancillary health care services and facilities. These ancillary services and facilities include laboratories, ambulance services, medical equipment services, home health agencies, mental health providers, rehabilitation facilities, nursing homes, optical services, and pharmacies. Our membership base and the ability to influence where our members seek care generally enable us to obtain contractual discounts with providers.
We use a variety of techniques to provide access to effective and efficient use of health care services for our members. These techniques include the coordination of care for our members, product and benefit designs, hospital inpatient management systems, the use of sophisticated analytics, and enrolling members into various care management programs. The focal point for health care services in many of our HMO networks is the primary care provider who, under contract with us, provides services to our members, and may control utilization of appropriate services by directing or approving hospitalization and referrals to specialists and other providers. Some physicians may have arrangements under which they can earn bonuses when certain target goals relating to the provision of quality patient care are met. We have available care management programs related to complex chronic conditions such as congestive heart failure and coronary artery disease. We also have programs for prenatal and premature infant care, asthma related illness, end stage renal disease, diabetes, cancer, and certain other conditions.

We typically contract with hospitals on either (1) a per diem rate, which is an all-inclusive rate per day, (2) a case rate orfor diagnosis-related groups (DRG), which is an all-inclusive rate per admission, or (3) a discounted charge for inpatient hospital services. Outpatient hospital services generally are contracted at a flat rate by type of service, ambulatory payment classifications, or APCs, or at a discounted charge. APCs are similar to flat rates except multiple services and procedures may be aggregated into one fixed payment. These contracts are often multi-year agreements, with rates that are adjusted for inflation annually based on the consumer price index, other nationally recognized inflation indexes, or specific negotiations with the provider. Outpatient surgery centers and other ancillary providers typically are contracted at flat rates per service provided or are reimbursed based upon a nationally recognized fee schedule such as the Medicare allowable fee schedule.
Our contracts with physicians typically are renewed automatically each year, unless either party gives written notice, generally ranging from 90 to 120 days, to the other party of its intent to terminate the arrangement. Most of the physicians in our PPO networks and some of our physicians in our HMO networks are reimbursed based upon a fixed fee schedule, which typically provides for reimbursement based upon a percentage of the standard Medicare allowable fee schedule.
The terms of our contracts with hospitals and physicians may also vary between Medicare and commercial business. A significant portion of our Medicare network contracts, including those with both hospitals and physicians, are tied to Medicare reimbursement levels and methodologies.
Automatic reductions to the federal budget, known as sequestration, took effect on April 1, 2013, including aggregate reductions to Medicare payments to providers of up to 2% per fiscal year. Due to the uncertainty around the application of these reductions, there can be no assurances that we can completely offset any reductions to the Medicare healthcare programs. See “Legal Proceedings and Certain Regulatory Matters” in Note 16 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.
Capitation
We offer providers a continuum of opportunities to increase the integration of care and offer assistance to providers in transitioning from a fee-for-service to a value-based arrangement. These include performance bonuses, shared savings and shared risk relationships. For some of our medical membership, we share risk with providers under capitation contracts where physicians and hospitals accept varying levels of financial risk for a defined set of membership, primarily HMO membership. Under the typical capitation arrangement, we prepay these providers a monthly fixed-fee per

13


member, known as a capitation (per capita) payment, to cover all or a defined portion of the benefits provided to the capitated member.
We believe these risk-based models represent a key element of our integrated care delivery model at the core of our strategy. Our health plan subsidiaries may enter into these risk-based contracts with third party providers or our owned provider subsidiaries.
At December 31, 2015,2018, approximately 1,100,0001,128,500 members, or 7.7%6.8% of our medical membership, were covered under risk-based contracts, which provide all member benefits, including 863,000942,000 individual Medicare Advantage members, or 31.3%30.7% of our total individual Medicare Advantage membership.
Physicians under capitation arrangements typically have stop loss coverage so that a physician’s financial risk for any single member is limited to a maximum amount on an annual basis. We typically process all claims and monitor the financial performance and solvency of our capitated providers. However, we delegated claim processing functions under capitation arrangements covering approximately 196,600181,200 HMO members, including 172,000168,900 individual Medicare Advantage members, or 19.9%17.9% of the 863,000942,000 individual Medicare Advantage members covered under risk-based contracts at December 31, 2015,2018, with the provider assuming substantially all the risk of coordinating the members’ health care benefits. Capitation expense under delegated arrangements for which we have a limited view of the underlying claims experience was approximately $768 million,$1.5 billion, or 1.7%3.3% of total benefits expense, for the year ended December 31, 2015.2018. We remain financially responsible for health care services to our members in the event our providers fail to provide such services.
Accreditation Assessment
Our accreditation assessment program consists of several internal programs, including those that credential providers and those designed to meet the audit standards of federal and state agencies as well as external accreditation standards. We also offer quality and outcome measurement and improvement programs such as the Health Care Effectiveness Data and Information Sets,Set, or HEDIS, which is used by employers, government purchasers and the National

Committee for Quality Assurance or NCQA,(NCQA) to evaluate health plans based on various criteria, including effectiveness of care and member satisfaction.
Providers participating in our networks must satisfy specific criteria, including licensing, patient access, office standards, after-hours coverage, and other factors. Most participating hospitals also meet accreditation criteria established by CMS and/or theThe Joint Commission on Accreditation of Healthcare Organizations.Commission.
Recredentialing of participating providers occurs every two to three years, depending on applicableunless otherwise required by state laws.or federal regulations. Recredentialing of participating providers includes verification of their medical licenses, review of their malpractice liability claims histories, review of their board certifications, if applicable, and review of applicable quality information. A committee composed of a peer group of providers reviews the applications of providers being considered for credentialing and recredentialing.
We requestmaintain accreditation for certain of our health plans and/or departments from NCQA, the Accreditation Association for Ambulatory Health Care and(AAAHC), and/or URAC. Accreditation or external review by an approved organization is mandatory in the states of Florida and Kansas for licensure as an HMO. Additionally, all products sold on the federal and state marketplacesAll Federal Employee Health Benefit Plans are required to be accredited. Certain commercial businesses, likesuch as those impacted by a third-party labor agreement or those where a request is made by the employer, may require or prefer accredited health plans.
NCQA reviews our compliance based on standards for quality improvement, population health management, credentialing, utilization management, network management, member connections, and member rights and responsibilities. We have achieved and maintained NCQA accreditation in mostmany of our commercial, Medicare and Medicaid HMO/POS and PPO markets with enough history and membership, and for many of our PPO markets.wellness program, Go365. Humana’s pharmacy organization is accredited by URAC.

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Sales and Marketing
We use various methods to market our products, including television, radio, the Internet, telemarketing, and direct mailings.
At December 31, 2015,2018, we employed approximately 1,6001,500 sales representatives, as well as approximately 1,400 telemarketing representatives who assisted in the marketing of Medicare, including Medicare Advantage and individual commercial health insurancePDP, in our Retail segment and specialty products in our RetailGroup and Specialty segment, including making appointments for sales representatives with prospective members. We have a marketing arrangement with Wal-Mart Stores, Inc., or Wal-Mart, for our individual Medicare stand-alone PDP offering. We also sell group Medicare Advantage products through large employers. In addition, we market our Medicare and individual commercial health insurance and specialty products through licensed independent brokers and agents. For our Medicare products, commissions paid to employed sales representatives and independent brokers and agents are based on a per unit commission structure, regulated in structure and amount by CMS. For our individual commercial health insurance and specialty products, we generally pay brokers a commission based on premiums, with commissions varying by market and premium volume. In addition to a commission based directly on premium volume for sales to particular customers, we also have programs that pay brokers and agents based on other metrics. These include commission bonuses based on sales that attain certain levels or involve particular products. We also pay additional commissions based on aggregate volumes of sales involving multiple customers.
In our Group and Specialty segment, individuals may become members of our commercial HMOs and PPOs through their employers or other groups, which typically offer employees or members a selection of health insurance products, pay for all or part of the premiums, and make payroll deductions for any premiums payable by the employees. We attempt to become an employer’s or group’s exclusive source of health insurance benefits by offering a variety of HMO, PPO, and specialty products that provide cost-effective quality health care coverage consistent with the needs and expectations of their employees or members. In addition, we have begun to offer plans to employer groups through private exchanges. Employers can give their employees a set amount of money and then direct them to a private exchange. There, employees can shop for a health plan and other benefits based on what the employer has selected as options. We use licensed independent brokers, independent agents, digital insurance agencies, and employees to sell our group products. Many of our larger employer group customers are represented by insurance brokers and consultants who assist these groups in the design and purchase of health care products. We pay brokers and agents using the same commission structure described above for our individual commercial health insurance and specialty products.



Underwriting
Beginning inSince 2014, the Patient Protection and Affordability Care Act and The Health Care and Education Reconciliation Act of 2010, which we collectively refer to as the Health Care Reform Law, requires all individual and certain group health plans to guarantee issuance and renew coverage without pre-existing condition exclusions or health-status rating adjustments. Accordingly, newly issued individual and certain group health plans are not subject to underwriting in 2014 and beyond.underwriting. Further, underwriting techniques are not employed in connection with our Medicare, military services, or Medicaid products because government regulations require us to accept all eligible applicants regardless of their health or prior medical history.
Prior to 2014, through the use of internally developed underwriting criteria, we determined the risk we were willing to assume and the amount of premium to charge for our commercial products. In most instances, employer and other groups had to meet our underwriting standards in order to qualify to contract with us for coverage.
Competition
The health benefits industry is highly competitive. Our competitors vary by local market and include other managed care companies, national insurance companies, and other HMOs and PPOs. Many of our competitors have a larger membership base and/or greater financial resources than our health plans in the markets in which we compete. Our ability to sell our products and to retain customers may be influenced by such factors as those described in Item 1A. – Risk Factors in this 20152018 Form 10-K.

15


Government Regulation
Diverse legislative and regulatory initiatives at both the federal and state levels continue to affect aspects of the nation’s health care system.system, including the Health Care Reform Law.
Our management works proactively to ensure compliance with all governmental laws and regulations affecting our business. We are unable to predict how existing federal or state laws and regulations may be changed or interpreted, what additional laws or regulations affecting our businesses may be enacted or proposed, when and which of the proposed laws will be adopted or what effect any such new laws and regulations will have on our results of operations, financial position, or cash flows.
For a description of certain material current activities in the federal and state legislative areas, see Item 1A. – Risk Factors in this 20152018 Form 10-K.
Certain Other Services
Captive Insurance Company
We bear general business risks associated with operating our Company such as professional and general liability, employee workers’ compensation, cybersecurity, and officer and director errors and omissions risks. Professional and general liability risks may include, for example, medical malpractice claims and disputes with members regarding benefit coverage. We retain certain of these risks through our wholly-owned, captive insurance subsidiary. We reduce exposure to these risks by insuring levels of coverage for losses in excess of our retained limits with a number of third-party insurance companies. We remain liable in the event these insurance companies are unable to pay their portion of the losses.
Centralized Management Services
We provide centralized management services to each of our health plans and to our business segments from our headquarters and service centers. These services include management information systems, product development and administration, finance, human resources, accounting, law, public relations, marketing, insurance, purchasing, risk management, internal audit, actuarial, underwriting, claims processing, billing/enrollment, and customer service. Through intercompany service agreements approved, if required, by state regulatory authorities, Humana Inc., our parent company, charges a management fee for reimbursement of certain centralized services provided to its subsidiaries.

Employees
As of December 31, 2015,2018, we had approximately 50,10041,600 employees and approximately 1,6002,000 additional medical professionals working under management agreements primarily between us and affiliated physician-owned associations. We believe we have good relations with our employees and have not experienced any work stoppages.


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ITEM 1A. RISK FACTORS
Risks Relating to the Merger with Aetna
The merger with Aetna is subject to various closing conditions, including governmental and regulatory approvals as well as other uncertainties and there can be no assurances as to whether and when it may be completed.
On July 2, 2015, we entered into an Agreement and Plan of Merger (which we refer to as the “Merger Agreement”), with Aetna Inc. (or “Aetna”), Echo Merger Sub, Inc. (or “Sub 1”) and Echo Merger Sub, LLC (or “Sub 2”), each a wholly owned subsidiary of Aetna. Under the terms and subject to the conditions set forth in the Merger Agreement, Sub 1 will merge with and into us (the “Merger”). In the Merger, each outstanding share of our common stock will be converted into the right to receive (i) 0.8375 of a share of Aetna common stock and (ii) $125 in cash without interest, subject to any required withholding taxes. Immediately after the Merger, we (as the surviving corporation in the Merger) will be merged with and into Sub 2, with Sub 2 remaining as the surviving entity of that merger and as a wholly owned subsidiary of Aetna, to be renamed Humana LLC. The Merger is expected to close in the second half of 2016.
On October 19, 2015, at separate meetings, our stockholders approved the adoption of the Merger Agreement, and Aetna’s shareholders approved the issuance of Aetna common stock in the Merger. Consummation of the Merger remains subject to other customary closing conditions, however, a number of which are not within our or Aetna’s control, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the Merger. These conditions include, among other things, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of necessary approvals under state insurance and healthcare laws and regulations and pursuant to certain licenses of certain of Humana’s subsidiaries, (ii) the absence of legal restraints and prohibitions on the consummation of the Merger, (iii) listing of the Aetna common stock to be issued in the Merger on the New York Stock Exchange, (iv) subject to the relevant standards set forth in the Merger Agreement, the accuracy of the representations and warranties made by each party, (v) material compliance by each party with its covenants in the Merger Agreement, and (vi) no “Company Material Adverse Effect” with respect to us and no “Parent Material Adverse Effect” with respect to Aetna, in each case since the execution of and as defined in the Merger Agreement. In addition, Aetna’s obligation to consummate the Merger is subject to (a) the condition that the required regulatory approvals do not impose any condition that, individually or in the aggregate, would reasonably be expected to have a “Regulatory Material Adverse Effect” (as such term is defined in the Merger Agreement), and (b) CMS has not imposed any sanctions with respect to our Medicare Advantage business that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to us and its subsidiaries, taken as a whole. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise.
If the Merger does not receive, or timely receive, the required regulatory approvals and clearances, or if any regulatory agencies impose certain conditions relating to the required regulatory approvals that would reasonably be expected to have a "Regulatory Material Adverse Effect", or if an event occurs that delays or prevents the Merger, such failure or delay to complete the Merger may cause uncertainty or other negative consequences that may materially and adversely affect our results of operations, financial position, cash flows and the price per share for our common stock.
The Merger Agreement prohibits us from pursuing alternative transactions to the Merger.
Following the receipt of approval by our stockholders and Aetna's shareholders (with respect to the Aetna stock to be issued in the transaction) on October 19, 2015, the Merger Agreement is binding on the parties, subject to customary closing conditions. The Merger Agreement prohibits us from initiating, soliciting, knowingly encouraging, knowingly facilitating or entering into discussions or negotiations with any third party regarding alternative acquisition proposals. This provision prevents us from affirmatively seeking offers from other possible acquirers that may be superior to the pending Merger. We do not have the ability to terminate the Merger Agreement in order to accept a superior proposal since our stockholders have voted to approve the adoption of the Merger Agreement.


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The number of shares of Aetna common stock that our stockholders will receive in the Merger is based on a fixed exchange ratio. Because the market price of Aetna’s common stock will fluctuate, our stockholders cannot be certain of the value of the portion of the merger consideration to be paid in Aetna common stock.
Upon completion of the Merger, each outstanding share of our common stock will be converted into the right to receive (i) 0.8375 of a share of Aetna common stock and (ii) $125 in cash without interest, subject to any required withholding taxes. The exchange ratio for determining the number of shares of Aetna common stock that our stockholders will receive in the Merger is fixed and will not be adjusted for changes in the market price of Aetna’s common stock, which will likely fluctuate before and after the completion of the Merger. Fluctuations in the value of Aetna’s common stock could result from changes in the business, operations or prospects of Aetna prior to or following the closing of the Merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of us or Aetna.
While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could materially adversely affect our results of operations, financial position and cash flows or result in a loss of employees, customers, members or suppliers.
The Merger Agreement includes restrictions on the conduct of our business prior to the completion or termination of the Merger, generally requiring us to conduct our business in the ordinary course and subjecting us to a variety of specified limitations absent Aetna’s prior written consent. We may find that these and other contractual restrictions in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management believes they may be advisable. The pendency of the Merger may also divert management’s attention and our resources from ongoing business and operations.
Our employees, customers, members and suppliers may experience uncertainties about the effects of the Merger. In connection with the pending Merger, it is possible that some customers, members, suppliers and other parties with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with us as a result of the Merger. Similarly, current and prospective employees may experience uncertainty about their future roles with us following completion of the Merger, which may materially adversely affect our ability to attract and retain key employees. If any of these effects were to occur, it could materially and adversely impact our results of operations, financial position, cash flows and the price per share for our common stock.
Failure to consummate the Merger could negatively impact our results of operations, financial position, cash flows and the price per share for our common stock.
If the Merger is not consummated, our ongoing businesses may be materially and adversely affected and, we will not have realized any of the potential benefits of having consummated the transaction, and we will be subject to a number of risks, including the following:
matters relating to the Merger (including integration planning) may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us;
the Merger Agreement includes restrictions on the conduct of our business prior to the completion or termination of the Merger, generally requiring us to conduct our business in the ordinary course and subjecting us to a variety of specified limitations absent Aetna's prior written consent. We may find that these and other contractual restrictions in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management believes they may be advisable. The pendency of the Merger may also divert management’s attention and our resources from ongoing business and operations;
we may be required to pay a termination fee to Aetna and would have incurred expenses relating to the Merger; and

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we also could be subject to litigation related to our failure to consummate the Merger or to perform our obligations under the Merger Agreement.
If the Merger is not consummated, these risks may materially and adversely affect our results of operations, financial position, cash flows and the price per share for our common stock.
Risks Relating to Our Business
If we do not design and price our products properly and competitively, if the premiums we charge are insufficient to cover the cost of health care services delivered to our members, if we are unable to implement clinical initiatives to provide a better health care experience for our members, lower costs and appropriately document the risk profile of our members, or if our estimates of benefits expense are inadequate, our profitability may be materially adversely affected. We estimate the costs of our benefits expense payments, and design and price our products accordingly, using actuarial methods and assumptions based upon, among other relevant factors, claim payment patterns, medical cost inflation, and historical developments such as claim inventory levels and claim receipt patterns. We continually review these estimates, however these estimates involve extensive judgment, and have considerable inherent variability because they are extremely sensitive to changes in claim payment patterns and medical cost trends. Any reserve, including a premium deficiency reserve, may be insufficient.
We use a substantial portion of our revenues to pay the costs of health care services delivered to our members. These costs include claims payments, capitation payments to providers (predetermined amounts paid to cover services), and various other costs incurred to provide health insurance coverage to our members. These costs also include estimates of future payments to hospitals and others for medical care provided to our members. Generally, premiums in the health care business are fixed for one-year periods. Accordingly, costs we incur in excess of our benefit cost projections generally are not recovered in the contract year through higher premiums. We estimate the costs of our future benefit claims and other expenses using actuarial methods and assumptions based upon claim payment patterns, medical inflation, historical developments, including claim inventory levels and claim receipt patterns, and other relevant factors. We also record benefits payable for future payments. We continually review estimates of future payments relating to benefit claims costs for services incurred in the current and prior periods and make necessary adjustments to our reserves, including premium deficiency reserves where appropriate. However, these estimates involve extensive judgment, and have considerable inherent variability that is sensitive to claim payment patterns and medical cost trends. Many factors may and often do cause actual health care costs to exceed what was estimated and used to set our premiums. These factors may include:
increased use of medical facilities and services;
increased cost of such services;
increased use or cost of prescription drugs, including specialty prescription drugs;
the introduction of new or costly treatments, including new technologies;
our membership mix;
variances in actual versus estimated levels of cost associated with new products, benefits or lines of business, product changes or benefit level changes;
changes in the demographic characteristics of an account or market;
changes or reductions of our utilization management functions such as preauthorization of services, concurrent review or requirements for physician referrals;
changes in our pharmacy volume rebates received from drug manufacturers;
catastrophes, including acts of terrorism, public health epidemics, or severe weather (e.g. hurricanes and earthquakes);
medical cost inflation; and
government mandated benefits or other regulatory changes, including any that result from the Health Care Reform Law.


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Key to our operational strategy is the implementation of clinical initiatives that we believe provide a better health care experience for our members, lower the cost of healthcare services delivered to our members, and appropriately document the risk profile of our members. Our profitability and competitiveness depend in large part on our ability to

appropriately manage health care costs through, among other things, the application of medical management programs such as our chronic care management program.
In addition, we also estimate costs associated with long-duration insurance policies including long-term care, life insurance, annuities, and certain health and other supplemental insurance policies sold to individuals for which some of the premium received in the earlier years is intended to pay anticipated benefits to be incurred in future years. At policy issuance, these future policy benefit reserves are recognized on a net level premium method based on interest rates, mortality, morbidity, and maintenance expense assumptions. Because these policies have long-term claim payout periods, there is a greater risk of significant variability in claims costs, either positive or negative. Our actual claims experience will emerge many years after assumptions have been established. The risk of a deviation of the actual interest, morbidity, mortality, and maintenance expense assumptions from those assumed in our reserves are particularly significant to our closed block of long-term care insurance policies. We monitor the loss experience of these long-term care insurance policies, and, when necessary, apply for premium rate increases through a regulatory filing and approval process in the jurisdictions in which such products were sold. However, to the extent premium rate increases or loss experience vary from the assumptions we have locked in, additional future adjustments to reserves could be required.
While we proactively attempt to effectively manage our operating expenses, increases or decreases in staff-related expenses, any costs associated with exiting products, additional investment in new products (including our opportunities in the Medicare programs, state-based contracts, participation in health insurance exchanges, and expansion of clinical capabilities as part of our integrated care delivery model), investments in health and well-being product offerings, acquisitions, new taxes and assessments (including the non-deductible health insurance industry fee and other assessments under the Health Care Reform Law)fee), and implementation of regulatory requirements may increase our operating expenses.
Failure to adequately price our products or estimate sufficient benefits payable or future policy benefits payable or effectively manage our operating expenses, may result in a material adverse effect on our results of operations, financial position, and cash flows.
We are in a highly competitive industry. Some of our competitors are more established in the health care industry in terms of a larger market share and have greater financial resources than we do in some markets. In addition, other companies may enter our markets in the future, including emerging competitors in the Medicare program or competitors in the delivery of health care services. We may also face increased competition due to participation by other insurers in the health insurance exchanges implemented under the Health Care Reform Law. We believe that barriers to entry in our markets are not substantial, so the addition of new competitors can occur relatively easily, and customers enjoy significant flexibility in moving between competitors. Contracts for the sale of commercial products are generally bid upon or renewed annually. While health plans compete on the basis of many factors, including service and the quality and depth of provider networks, we expect that price will continue to be a significant basis of competition. In addition to the challenge of controlling health care costs, we face intense competitive pressure to contain premium prices. Factors such as business consolidations, strategic alliances, legislative reform, and marketing practices create pressure to contain premium price increases, despite being faced with increasing medical costs.
The policies and decisions of the federal and state governments regarding the Medicare, military Medicaid and health insurance exchangeMedicaid programs in which we participate have a substantial impact on our profitability. These governmental policies and decisions, which we cannot predict with certainty, directly shape the premiums or other revenues to us under the programs, the eligibility and enrollment of our members, the services we provide to our members, and our administrative, health care services, and other costs associated with these programs. Legislative or regulatory actions, such as those resulting in a reduction in premium payments to us, an increase in our cost of administrative and health care services, or additional fees, taxes or assessments, may have a material adverse effect on our results of operations, financial position, and cash flows.

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Premium increases, introduction of new product designs, and our relationships with our providers in various markets, among other issues, could also affect our membership levels. Other actions that could affect membership levels include our possible exit from or entrance into Medicare or commercial markets, or the termination of a large contract.
If we do not compete effectively in our markets, if we set rates too high or too low in highly competitive markets to keep or increase our market share, if membership does not increase as we expect, if membership declines, or if we lose membership with favorable medical cost experience while retaining or increasing membership with unfavorable medical cost experience, our results of operations, financial position, and cash flows may be materially adversely affected.
If we fail to effectively implement our operational and strategic initiatives, including our Medicare initiatives and our state-based contracts strategy, and our participation in the new health insurance exchanges, our business may be materially adversely affected, which is of particular importance given the concentration of our revenues in these products. In addition, there can be no assurances that we will be successful in maintaining or improving our Star ratings in future years.
Our future performance depends in large part upon our ability to execute our strategy, including opportunities created by the expansion of our Medicare programs, the successful implementation of our integrated care delivery model and our strategy with respect to state-based contracts, including those covering members dually eligible for the Medicare and Medicaid programs, and our participation in health insurance exchanges.programs.

We have made substantial investments in the Medicare program to enhance our ability to participate in these programs. We have increased the size of our Medicare geographic reach through expanded Medicare product offerings. We offer both stand-alone Medicare prescription drug coverage and Medicare Advantage health plans with prescription drug coverage in addition to our other product offerings. We offer a Medicare prescription drug plan in 50 states as well as Puerto Rico and the District of Columbia. The growth of our Medicare products is an important part of our business strategy. Any failure to achieve this growth may have a material adverse effect on our results of operations, financial position, or cash flows. In addition, the expansion of our Medicare products in relation to our other businesses may intensify the risks to us inherent in Medicare products. There is significant concentration of our revenues in Medicare products, with approximately 72%80% of our total premiums and services revenue for the year ended December 31, 20152018 generated from our Medicare products, including 14%15% derived from our individual Medicare Advantage contracts with CMS in Florida. These expansion efforts may result in less diversification of our revenue stream and increased risks associated with operating in a highly regulated industry, as discussed further below.
The recently implemented Health Care Reform Law created a federal Medicare-Medicaid Coordination Office to serve dual eligibles. This Medicare-Medicaid Coordination Office has initiated a series of state demonstration projects to experiment with better coordination of care between Medicare and Medicaid. Depending upon the results of those demonstration projects, CMS may change the way in which dual eligibles are serviced. If we are unable to implement our strategic initiatives to address the dual eligibles opportunity, including our participation in state-based contracts, or if our initiatives are not successful at attracting or retaining dual eligible members, our business may be materially adversely affected.
Additionally,The achievement of Star ratings of 4-Star or higher qualifies Medicare Advantage plans for premium bonuses. Our Medicare Advantage plans' operating results may be significantly affected by their star ratings. Despite our strategy includes the growth ofoperational efforts to improve our commercial products, including participation in certain health insurance exchanges, introduction of new products and benefit designs, including HumanaVitality and other wellness products, growth of our specialty products such as dental, vision and other supplemental products, the adoption of new technologies, development of adjacent businesses, and the integration of acquired businesses and contracts.
Therestar ratings, there can be no assuranceassurances that we will be able to successfully implementsuccessful in maintaining or improving our operational and strategic initiatives, including implementingstar ratings in future years. In addition, audits of our integrated care delivery model, that are intended to position usperformance for past or future growth or that the products we design will be accepted or adopted in the time periods assumed. Failure to implement this strategy may result in a material adverse effect ondowngrades to our results of operations, financial position, and cash flows.Star ratings. Accordingly, our plans may not be eligible for full level quality bonuses, which could adversely affect the benefits such plans can offer, reduce membership and/or reduce profit margins.

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If we fail to properly maintain the integrity of our data, to strategically implement new information systems, or to protect our proprietary rights to our systems, our business may be materially adversely affected.
Our business depends significantly on effective information systems and the integrity and timeliness of the data we use to run our business. Our business strategy involves providing members and providers with easy to use products that leverage our information to meet their needs. Our ability to adequately price our products and services, provide effective and efficient service to our customers, and to timely and accurately report our financial results depends significantly on the integrity of the data in our information systems. As a result of our past and on-going acquisition activities, we have acquired additional information systems. We have reduced the number of systems we operate, have upgraded and expanded our information systems capabilities, and are gradually migrating existing business to fewer systems. Our information systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards, and changing customer preferences. If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail to maintain effectively our information systems and data integrity, we could have operational disruptions, have problems in determining medical cost estimates and establishing appropriate pricing, have customer and physician and other health care provider disputes, have regulatory or other legal problems, have increases in operating expenses, lose existing customers, have difficulty in attracting new customers, or suffer other adverse consequences.
We depend on independent third parties for significant portions of our systems-related support, equipment, facilities, and certain data, including data center operations, data network, voice communication services and pharmacy data processing. This dependence makes our operations vulnerable to such third parties' failure to perform adequately under the contract, due to internal or external factors. A change in service providers could result in a decline in service quality and effectiveness or less favorable contract terms which may adversely affect our operating results.
We rely on our agreements with customers, confidentiality agreements with employees, and our trade secrets and copyrights to protect our proprietary rights. These legal protections and precautions may not prevent misappropriation of our proprietary information. In addition, substantial litigation regarding intellectual property rights exists in the

software industry, including litigation involving end users of software products. We expect software products to be increasingly subject to third-party infringement claims as the number of products and competitors in this area grows.
There can be no assurance that our information technology, or IT, process will successfully improve existing systems, develop new systems to support our expanding operations, integrate new systems, protect our proprietary information, defend against cybersecurity attacks, or improve service levels. In addition, there can be no assurance that additional systems issues will not arise in the future. Failure to adequately protect and maintain the integrity of our information systems and data, or to defend against cybersecurity attacks, may result in a material adverse effect on our results of operations, financial position, and cash flows.
If we are unable to defend our information technology security systems against cybersecurity attacks or prevent other privacy or data security incidents that result in security breaches that disrupt our operations or in the unintended dissemination of sensitive personal information or proprietary or confidential information, we could be exposed to significant regulatory fines or penalties, liability or reputational damage, or experience a material adverse effect on our results of operations, financial position, and cash flows.
In the ordinary course of our business, we process, store and transmit large amounts of data, including sensitive personal information as well as proprietary or confidential information relating to our business or a third-party. We have been, and will likely continue to be, regular targets of attempted cybersecurity attacks and other security threats and may be subject to breaches of our information technology security systems. Although the impact of such attacks has not been material to our operations or results of operations, financial position, or cash flow through December 31, 2018, we can provide no assurance that we will be able to detect, prevent, or contain the effects of such cybersecurity attacks or other information security risks or threats in the future. A cybersecurity attack may penetrate our layered security controls and misappropriate or compromise sensitive personal information or proprietary or confidential information or that of third-parties, create system disruptions, cause shutdowns, or deploy viruses, worms, and other malicious software programs that attack our systems. A cybersecurity attack that bypasses our IT security systems successfully could materially affect us due to the theft, destruction, loss, misappropriation or release of confidential data or intellectual property, operational or business delays resulting from the disruption of our IT systems, or negative publicity resulting in reputation or brand damage with our members, customers, providers, and other stakeholders. In certain circumstances we may rely on third party vendors to process, store and transmit large amounts of data for our businesses whose operations are subject to similar risks.

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The costs to eliminate or address cybersecurity threats and vulnerabilities before or after an incident could be substantial. Our remediation efforts may not be successful and could result in interruptions, delays, or cessation of service, and loss of existing or potential members. In addition, breaches of our security measures and the unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or our members or other third-parties, could expose our associates' or members’ private information and result in the risk of financial or medical identity theft, or expose us or other third-parties to a risk of loss or misuse of this information, result in significant regulatory fines or penalties, litigation and potential liability for us, damage our brand and reputation, or otherwise harm our business.
Our business may be materially adversely impacted by the adoption of a new coding set for diagnoses.
Federal regulations related to the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), contain minimum standards for electronic transactions and code sets, and for the privacy and security of protected health information. On October 1, 2015, ICD-10, the current system of assigning codes to diagnoses and procedures associated with hospital utilization in the United States, replaced the prior set of codes. For dates of service on or after October 1, 2015, health plans and providers are required to use ICD-10 codes for such diagnoses and procedures. While we prepared for the transition to ICD-10, if unforeseen circumstances arise, it is possible that we could be exposed to investigations and allegations of noncompliance, which could have a material adverse effect on our results of operations, financial position and cash flows. In addition, if some providers continue to use ICD-9 codes on claims after October 1, 2015, including providers in our network who are employees, we will have to reject such claims, which may lead to claim resubmissions, increased call volume and provider and customer dissatisfaction. Further, providers may use ICD-10 codes differently than they used ICD-9 codes in the past, which could result in increased claim submissions or lost revenues under risk adjustment. During the transition to ICD-10, certain claims processing and payment information we have historically used to establish our reserves may not be reliable or available in a timely manner. If we do not adequately implement the new ICD-10 coding set, or if providers in our network do not adequately transition to the new ICD-10 coding set, our results of operations, financial position and cash flows may be materially adversely affected.
We are involved in various legal actions and governmental and internal investigations, any of which, if resolved unfavorably to us, could result in substantial monetary damages or changes in our business practices. Increased litigation and negative publicity could increase our cost of doing business.
We are or may become a party to a variety of legal actions that affect our business, including breach of contract actions, employment and employment discrimination-related suits, employee benefit claims, stockholder suits and other securities laws claims, and tort claims.
In addition, because of the nature of the health care business, we are subject to a variety of legal actions relating to our business operations, including the design, management, and offering of products and services. These include and could include in the future:
claims relating to the methodologies for calculating premiums;
claims relating to the denial of health care benefit payments;

claims relating to the denial or rescission of insurance coverage;
challenges to the use of some software products used in administering claims;
claims relating to our administration of our Medicare Part D offerings;
medical malpractice actions based on our medical necessity decisions or brought against us on the theory that we are liable for providers' alleged malpractice;
claims arising from any adverse medical consequences resulting from our recommendations about the appropriateness of providers’ proposed medical treatment plans for patients;
allegations of anti-competitive and unfair business activities;

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provider disputes over compensation or non-acceptance or termination of provider contracts or provider contract disputes relating to rate adjustments resulting from the Balance Budget and Emergency Deficit Control Act of 1985, as amended (commonly referred to as “sequestration”);contracts;
disputes related to ASO business, including actions alleging claim administration errors;
qui tam litigation brought by individuals who seek to sue on behalf of the government, alleging that we, as a government contractor, submitted false claims to the government including, among other allegations, resulting from coding and review practices under the Medicare risk-adjustment model;
claims related to the failure to disclose some business practices;
claims relating to customer audits and contract performance;
claims relating to dispensing of drugs associated with our in-house mail-order pharmacy; and
professional liability claims arising out of the delivery of healthcare and related services to the public.
In some cases, substantial non-economic or punitive damages as well as treble damages under the federal False Claims Act, Racketeer Influenced and Corrupt Organizations Act and other statutes may be sought.
While we currently have insurance coverage for some of these potential liabilities, other potential liabilities may not be covered by insurance, insurers may dispute coverage, or the amount of our insurance may not be enough to cover the damages awarded. In addition, some types of damages, like punitive damages, may not be covered by insurance. In some jurisdictions, coverage of punitive damages is prohibited. Insurance coverage for all or some forms of liability may become unavailable or prohibitively expensive in the future.
The health benefits industry continues to receive significant negative publicity reflecting the public perception of the industry. This publicity and perception have been accompanied by increased litigation, including some large jury awards, legislative activity, regulation, and governmental review of industry practices. These factors may materially adversely affect our ability to market our products or services, may require us to change our products or services or otherwise change our business practices, may increase the regulatory burdens under which we operate, and may require us to pay large judgments or fines. Any combination of these factors could further increase our cost of doing business and adversely affect our results of operations, financial position, and cash flows.
See "Legal Proceedings and Certain Regulatory Matters" in Note 16 to the consolidated financial statements included in Item 8. - Financial Statements and Supplementary Data. We cannot predict the outcome of these matters with certainty.
As a government contractor, we are exposed to risks that may materially adversely affect our business or our willingness or ability to participate in government health care programs.
A significant portion of our revenues relates to federal and state government health care coverage programs, including the Medicare, military, and Medicaid programs. These programs accounted for approximately 73%85% of our total premiums and services revenue for the year ended December 31, 2015.2018. These programs involve various risks, as described further below.
At December 31, 2015,2018, under our contracts with CMS we provided health insurance coverage to approximately 587,400636,800 individual Medicare Advantage members in Florida. These contracts accounted for

approximately 14%15% of our total premiums and services revenue for the year ended December 31, 2015.2018. The loss of these and other CMS contracts or significant changes in the Medicare program as a result of legislative or regulatory action, including reductions in premium payments to us or increases in member benefits without corresponding increases in premium payments to us, may have a material adverse effect on our results of operations, financial position, and cash flows.
At December 31, 2015,2018, our military services business, primarily consisted of the TRICARE South Region contract which covers approximately 3,074,400 beneficiaries. For the year ended December 31, 2015,

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premiums and services revenue associated with the TRICARE South Region contract accounted for approximately 1% of our total premiums and services revenue. On April 1, 2012, we began delivering services underrevenue for the currentyear ended December 31, 2018, primarily consisted of the TRICARE T2017 East Region contract replacing the 5-year T3 South Region contract that the Defense Health Agency, or DHA (formerly known as the TRICARE Management Activity), awarded to usexpired on February 25, 2011.December 31, 2017. The current 5-year SouthT2017 East Region contract is a consolidation of the former T3 North and South Regions, comprising thirty-two states and approximately 6 million TRICARE beneficiaries, under which expires Marchdelivery of health care services commenced on January 1, 2018. The T2017 East Region contract is a 5 -year contract set to expire on December 31, 2017,2022 and is subject to annual renewals on AprilJanuary 1 of each year during its term at the government’sgovernment's option. On January 22, 2016, we received notice from the DHA of its intent to exercise its option to extend the TRICARE South Region contract through March 31, 2017. The loss of the TRICARE SouthT2017 East Region contract should it occur, may have a material adverse effect on our results of operations, financial position, and cash flows.
There is a possibility of temporary or permanent suspension from participating in government health care programs, including Medicare and Medicaid, if we are convicted of fraud or other criminal conduct in the performance of a health care program or if there is an adverse decision against us under the federal False Claims Act. As a government contractor, we may be subject to qui tam litigation brought by individuals who seek to sue on behalf of the government, alleging that the government contractor submitted false claims to the government. Litigation of this nature is filed under seal to allow the government an opportunity to investigate and to decide if it wishes to intervene and assume control of the litigation. If the government does not intervene, the lawsuit is unsealed, and the individual may continue to prosecute the action on his or her own.
CMS uses a risk-adjustment model which apportionsadjusts premiums paid to Medicare Advantage, or MA, plans according to health severitystatus of covered members. The risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act of 1997 (BBA) and the Benefits Improvement and Protection Act of 2000 (BIPA), generally pays more for enrollees with predictablywhere a plan's membership has higher expected costs. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby our prospective payments are based on our estimated cost of providing standard Medicare-covered benefits to an enrollee with a comparison"national average risk profile." That baseline payment amount is adjusted to reflect the health status of our beneficiaries’ risk scores, derived from medical diagnoses, to those enrolled in the government’s traditional fee-for-service Medicare program (referred to as "Medicare FFS").membership. Under the risk-adjustment methodology, all MA plans must collect and submit the necessary diagnosis code information from hospital inpatient, hospital outpatient, and physician providers to CMS within prescribed deadlines. The CMS risk-adjustment model uses the diagnosis data to calculate the risk-adjusted premium payment to MA plans, which CMS adjusts for coding pattern differences between the health plans and the government fee-for-service program. We generally rely on providers, including certain providers in our network who are our employees, to code their claim submissions with appropriate diagnoses, which we send to CMS as the basis for our payment received from CMS under the actuarial risk-adjustment model. We also rely on these providers to document appropriately all medical data, including the diagnosis data submitted with claims. In addition, we conduct medical record reviews as part of our data and payment accuracy compliance efforts, to more accurately reflect diagnosis conditions under the risk adjustment model. These compliance efforts include the internal contract level audits described in more detail below.below, as well as ordinary course reviews of our internal business processes.
CMS is phasing-in the process of calculating risk scores using diagnoses data from the Risk Adjustment Processing System, or RAPS, to diagnoses data from the Encounter Data System, or EDS. The RAPS process requires MA plans to apply a filter logic based on CMS guidelines and only submit diagnoses that satisfy those guidelines. For submissions through EDS, CMS requires MA plans to submit all the encounter data and CMS will apply the risk adjustment filtering logic to determine the risk scores. For 2018, 15% of the risk score was calculated from claims data submitted through EDS. In 2019 and 2020 CMS will increase that percentage to 25% and 50%, respectively. The phase-in from RAPS to EDS could result in different risk scores from each dataset as a result of plan processing issues, CMS processing issues, or filtering logic

differences between RAPS and EDS, and could have a material adverse effect on our results of operations, financial position, or cash flows.

CMS isand the Office of the Inspector General of Health and Human Services, or HHS-OIG, are continuing to perform audits of various companies’ selected MA contracts related to this risk adjustment diagnosis data. We refer to these audits as Risk-Adjustment Data Validation Audits, or RADV audits. RADV audits review medical records in an attempt to validate provider medical record documentation and coding practices which influence the calculation of premium payments to MA plans.
In 2012, CMS released a “Notice of Final Payment Error Calculation Methodology for Part C Medicare Advantage Risk Adjustment Data Validation (RADV) Contract-Level Audits.” The payment error calculation methodology providesprovided that, in calculating the economic impact of audit results for an MA contract, if any, the results of the RADV audit sample willwould be extrapolated to the entire MA contract based uponafter a comparison of the audit results to “benchmark”a similar audit data inof Medicare FFS (which we(we refer to the process of accounting for errors in FFS claims as the "FFS Adjuster"). This comparison of RADV audit results to the FFS Adjustererror rate is necessary to determine the economic impact, if any, of RADV audit results because the government used the Medicare FFS program data set, including any attendant errors that are present in that data set, providesto estimate the basis forcosts of various health status conditions and to set the resulting adjustments to MA plans’ risk adjustmentpayment rates in order to establish actuarial equivalence in payment rates.rates as required under the Medicare statute. CMS already makes other adjustments to payment rates based on a comparison of coding pattern differences between MA plans and Medicare FFS data (such as for frequency of coding for certain diagnoses in MA plan data versus the governmentMedicare FFS program data set)dataset).

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The final RADV extrapolation methodology, including the first application of extrapolated audit results to determine audit settlements, is expected to be applied to CMS RADV contract level audits currently being conducted for contract year 2011 in which twoand subsequent years. CMS is currently conducting RADV contract level audits for certain of our Medicare Advantage plans are being audited. Per CMS guidance, selected MA contracts will be notified of an audit at some point after the close of the final reconciliation for the payment year being audited. The final reconciliation occurs in August of the calendar year following the payment year. We were notified on September 15, 2015, that five of our Medicare Advantage contracts have been selected for audit for contract year 2012.plans.
Estimated audit settlements are recorded as a reduction of premiums revenue in our consolidated statements of income, based upon available information. We perform internal contract level audits based on the RADV audit methodology prescribed by CMS. Included in these internal contract level audits is an audit of our Private Fee-For-ServiceFee-For Service business which we used to represent a proxy of the FFS Adjuster which has not yet been released.finalized. We based our accrual of estimated audit settlements for each contract year on the results of these internal contract level audits and update our estimates as each audit is completed. Estimates derived from these results were not material to our results of operations, financial position, or cash flows. However,We report the results of these internal contract level audits to CMS, including identified overpayments, if any.
On October 26, 2018, CMS issued a proposed rule and accompanying materials (which we refer to as indicated, we are awaiting additional guidance from CMS regarding the FFS Adjuster. Accordingly, we cannot determine whether such“Proposed Rule”) related to, among other things, the RADV audit methodology described above. If implemented, the Proposed Rule would use extrapolation in RADV audits willapplicable to payment year 2011 contract-level audits and all subsequent audits, without the application of a FFS Adjuster to audit findings. We are studying the Proposed Rule and CMS’ underlying analysis contained therein. We believe, however, that the Proposed Rule fails to address adequately the statutory requirement of actuarial equivalence, and we expect to provide substantive comments to CMS on the Proposed Rule as part of the notice-and-comment rulemaking process. We are also evaluating the potential impact of the Proposed Rule, and any related regulatory, industry or company reactions, all or any of which could have a material adverse effect on our results of operations, financial position, or cash flows.

In addition, as part of our internal compliance efforts, we routinely perform ordinary course reviews of our internal business processes related to, among other things, our risk coding and data submissions in connection with the risk- adjustment model. These reviews may also result in the identification of errors and the submission of corrections to CMS, that may, either individually or in the aggregate, be material. As such, the result of these reviews may have a material adverse effect on our results of operations, financial position, or cash flows.

We believe that CMS' comments in formalized guidancestatements and policies regarding “overpayments”the requirement to report and return identified overpayments received by MA plans appear to beare inconsistent with CMS' prior2012 RADV audit guidance.methodology, and the Medicare statute's requirements. These statements and policies, such as certain statements contained in the preamble to CMS’ final rule release regarding Medicare Advantage and Part D prescription drug benefit program regulations for Contract Year 2015 (which we refer to as the "Overpayment Rule"), and the Proposed Rule, appear to equate each Medicare Advantage risk adjustment data error with an “overpayment” without reconciliation toaddressing the principles underlying the FFS Adjuster referenced above. On September 7, 2018, the Federal District Court for the District of Columbia vacated CMS's Overpayment Rule, concluding that it violated the Medicare statute, including the requirement for actuarial equivalence, and that the Overpayment Rule was also arbitrary and capricious in departing from CMS's RADV methodology without adequate explanation (among other reasons). CMS has filed a motion for reconsideration related to certain aspects of the Federal District Court's opinion and has simultaneously filed a notice to appeal the decision to the Circuit Court of Appeals.
We will continue to work with CMS to ensure that MA plans are paid accurately and that payment model principles are in accordance with the requirements of the Social Security Act, which, if not implemented correctly could have a material adverse effect on our results of operations, financial position, or cash flows.

Our CMS contracts which cover members’ prescription drugs under Medicare Part D contain provisions for risk sharing and certain payments for prescription drug costs for which we are not at risk. These provisions, certain of which are described below, affect our ultimate payments from CMS.
The premiums from CMS are subject to risk corridor provisions which compare costs targeted in our annual bids to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS making additional payments to us or require us to refund to CMS a portion of the premiums we received (known as a “risk corridor”). We estimate and recognize an adjustment to premiums revenue related to the risk corridor payment settlement based upon pharmacy claims experience. The estimate of the settlement associated with these risk corridor provisions requires us to consider factors that may not be certain, including member eligibility differences with CMS. Our estimate of the settlement associated with the Medicare Part D risk corridor provisions was a net payable of $22$170 million and $279 million at December 31, 2015.2018 and 2017, respectively.
Reinsurance and low-income cost subsidies represent payments from CMS in connection with the Medicare Part D program for which we assume no risk. Reinsurance subsidies represent payments for CMS’s portion of claims costs which exceed the member’s out-of-pocket threshold, or the catastrophic coverage level. Low-income cost subsidies represent payments from CMS for all or a portion of the deductible, the coinsurance and co-payment amounts above the out-of-pocket threshold for low-income beneficiaries. Monthly prospective payments from CMS for reinsurance and low-income cost subsidies are based on assumptions submitted with our annual bid. A reconciliation and settlement of CMS’s prospective subsidies against actual prescription drug costs we paid is made after the end of the applicable year.
Settlement of the reinsurance and low-income cost subsidies as well as the risk corridor payment is based on a reconciliation made approximately 9 months after the close of each calendar year. This reconciliation process requires us to submit claims data necessary for CMS to administer the program. Our claims data may not pass CMS’s claims edit processes due to various reasons, including discrepancies in eligibility or classification of low-income members. To the extent our data does not pass CMS’s claim edit processes,

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we may bear the risk for all or a portion of the claim which otherwise may have been subject to the risk corridor provision or payment which we would have otherwise received as a low-income subsidy or reinsurance claim. In addition, in the event the settlement represents an amount CMS owes us, there is a negative impact on our cash flows and financial condition as a result of financing CMS’s share of the risk. The opposite is true in the event the settlement represents an amount we owe CMS.
The Budget Control Act of 2011 increased the United States debt ceiling conditioned on deficit reductions to be achieved over the next ten years. The Budget Control Act of 2011 also established a twelve-member joint committee of Congress known as the Joint Select Committee on Deficit Reduction to propose legislation to reduce the United States federal deficit by $1.5 trillion for fiscal years 2012-2021. The failure of the Joint Select Committee on Deficit Reduction to achieve a targeted deficit reduction by December 23, 2011 triggered an automatic reduction, including aggregate reductions to Medicare payments to providers of up to 2 percent per fiscal year. These reductions took effect on April 1, 2013, and the Bipartisan Budget Act of 2013, enacted on December 26, 2013, extended the reductions for two years. We expect a corresponding substantial reduction in our obligations to providers. Due to the uncertainty around the application of any such reductions, there can be no assurances that we can completely offset any reductions to the Medicare healthcare programs applied by the Budget Control Act of 2011.
We are also subject to various other governmental audits and investigations. Under state laws, our HMOs and health insurance companies are audited by state departments of insurance for financial and contractual compliance. Our HMOs are audited for compliance with health services by state departments of health. Audits and investigations, including audits of risk adjustment data, are also conducted by state attorneys

general, CMS, the Office of the Inspector General of Health and Human Services,HHS-OIG, the Office of Personnel Management, the Department of Justice, the Department of Labor, and the Defense Contract Audit Agency. All of these activities could result in the loss of licensure or the right to participate in various programs, including a limitation on our ability to market or sell products, the imposition of fines, penalties and other civil and criminal sanctions, or changes in our business practices. The outcome of any current or future governmental or internal investigations cannot be accurately predicted, nor can we predict any resulting penalties, fines or other sanctions that may be imposed at the discretion of federal or state regulatory authorities. Nevertheless, it is reasonably possible that any such outcome of litigation, penalties, fines or other sanctions could be substantial, and the outcome of these matters may have a material adverse effect on our results of operations, financial position, and cash flows. Certain of these matters could also affect our reputation. In addition, disclosure of any adverse investigation or audit results or sanctions could negatively affect our industry or our reputation in various markets and make it more difficult for us to sell our products and services.
The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010Reform Law could have a material adverse effect on our results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets,increasing our medical and operating costs by, among other things, requiring a minimum benefit ratio on insured products, lowering our Medicare payment rates and increasing our expenses associated with a non-deductible health insurance industry fee and other assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.
The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the Health Care Reform Law) enacted significant reforms to various aspects of the U.S. health insurance industry. The provisions of the Health Care Reform Law include, among others, imposing a significant new non-deductible health insurance industry fee and other assessments on health insurers, limiting Medicare Advantage payment rates, stipulating a prescribed minimum ratio for the amount of premiums revenue to be expended on medical costs for insured products, additional mandated benefits and guarantee issuance associated with commercial medical insurance, requirements that limit the ability of health plans to vary premiums based on assessments of underlying risk, and heightened scrutiny by state and federal regulators of our business practices, including our Medicare bid and pricing practices. The Health Care Reform Law also specifies benefit design guidelines, limits rating and pricing practices, encourages additional competition (including potential incentives for new market entrants), establishes federally-facilitated or state-based exchanges for individuals and small employers (with up to 100 employees) coupled

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with programs designed to spread risk among insurers (subject to federal administrative action), and expands eligibility for Medicaid programs (subject to state-by-state implementation of this expansion). In addition, the Health Care Reform Law has increased and will continue to increase federal oversight of health plan premium rates and could adversely affect our ability to appropriately adjust health plan premiums on a timely basis. Financing for these reforms will come, in part, from material additional fees and taxes on us and other health plans and individuals which began in 2014, as well as reductions in certain levels of payments to us and other health plans under Medicare. If we fail to effectively implement our operational and strategic initiatives with respect to the implementation of the Health Care Reform Law, our business may be materially adversely affected. Additionally, potential legislative changes or judicial determinations, including activities to repeal or replace the Health Care Reform Law or declare all or certain portions of the Health Care Reform Law unconstitutional, creates uncertainty for our business, and we cannot predict when, or in what form, such legislative changes or judicial determinations may occur.
For additional information, please refer to the section entitled, “Health Care Reform” in “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in this annual report.
Our participation in the new federal and state health insurance exchanges, which entail uncertainties associated with mix, volume of business and the operation of premium stabilization programs, which are subject to federal administrative action, could adversely affect our results of operations, financial position, and cash flows.
The Health Care Reform Law required the establishment of health insurance exchanges for individuals and small employers to purchase health insurance that became effective January 1, 2014, with an annual open enrollment period. Insurers participating on the health insurance exchanges must offer a minimum level of benefits and are subject to guidelines on setting premium rates and coverage limitations. We may be adversely selected by individuals who have a higher acuity level than the anticipated pool of participants in this market. In addition, the risk corridor, reinsurance, and risk adjustment provisions of the Health Care Reform Law, established to apportion risk for insurers, may not be effective in appropriately mitigating the financial risks related to our products. During 2015, we received our interim settlement associated with our risk corridor receivables for the 2014 coverage year. The interim settlement, representing only 12.6% of risk corridor receivables for the 2014 coverage year, was funded by HHS in accordance with previous guidance, utilizing funds HHS collected from us and other carriers under the 2014 risk corridor program. HHS provided guidance under the three year risk corridor program that future collections will first be applied to any shortfalls from previous coverage years before application to current year obligations. Risk corridor payables to issuers are obligations of the United States Government under the Health Care Reform law which requires the Secretary of HHS to make full payments to issuers. In the event of a shortfall at the end of the three year program, HHS has asserted it will explore other sources of funding for risk corridor payments, subject to the availability of appropriations. In addition, regulatory changes to the implementation of the Health Care Reform Law that allowed individuals to remain in plans that are not compliant with the Health Care Reform Law or to enroll outside of the annual enrollment period may have an adverse effect on our pool of participants in the health insurance exchange. All of these factors may have a material adverse effect on our results of operations, financial position, or cash flows if our premiums are not adequate or do not appropriately reflect the acuity of these individuals. Any variation from our expectations regarding acuity, enrollment levels, adverse selection, or other assumptions used in setting premium rates could have a material adverse effect on our results of operations, financial position, and cash flows.

Our business activities are subject to substantial government regulation. New laws or regulations, or changes in existing laws or regulations or their manner of application, including reductions in Medicare Advantage payment rates, could increase our cost of doing business and may adversely affect our business, profitability, financial condition, and cash flows.
In addition to the Health Care Reform Law, the health care industry in general and health insurance are subject to substantial federal and state government regulation:
Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH Act)

The use of individually identifiable health data by our business is regulated at federal and state levels. These laws and rules are changed frequently by legislation or administrative interpretation. Various state laws address the use and maintenance of individually identifiable health data. Most are derived from the privacy provisions in the federal Gramm-Leach-Bliley Act and the Health Insurance Portability and Accountability Act, or HIPAA. HIPAA includes

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administrative provisions directed at simplifying electronic data interchange through standardizing transactions, establishing uniform health care provider, payer, and employer identifiers, and seeking protections for confidentiality and security of patient data. The rules do not provide for complete federal preemption of state laws, but rather preempt all inconsistent state laws unless the state law is more stringent.
These regulations set standards for the security of electronic health information.information, including requirements that insurers provide customers with notice regarding how their non-public personal information is used, including an opportunity to "opt out" of certain disclosures. Violations of these rules could subject us to significant criminal and civil penalties, including significant monetary penalties. Compliance with HIPAA regulations requires significant systems enhancements, training and administrative effort. HIPAA can also expose us to additional liability for violations by our business associates (e.g., entities that provide services to health plans and providers).
The HITECH Act, one part of the American Recovery and Reinvestment Act of 2009, significantly broadened the scope of the privacy and security regulations of HIPAA. Among other requirements, the HITECH Act and HIPAA mandate individual notification in the event of a breach of unsecured, individually identifiable health information, provides enhanced penalties for HIPAA violations, requires business associates to comply with certain provisions of the HIPAA privacy and security rule, and grants enforcement authority to state attorneys general in addition to the HHS Office of Civil Rights.
In addition, there are numerous federal and state laws and regulations addressing patient and consumer privacy concerns, including unauthorized access or theft of personal information. State statutes and regulations vary from state to state and could impose additional penalties. Violations of HIPAA or applicable federal or state laws or regulations could subject us to significant criminal or civil penalties, including significant monetary penalties. Compliance with HIPAA and other privacy regulations requires significant systems enhancements, training and administrative effort.
American Recovery and Reinvestment Act of 2009 (ARRA)
On February 17, 2009, the American Recovery and Reinvestment Act of 2009, or ARRA, was enacted into law. In addition to including a temporary subsidy for health care continuation coverage issued pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA, ARRA also expands and strengthens the privacy and security provisions of HIPAA and imposes additional limits on the use and disclosure of protected health information, or PHI. Among other things, ARRA requires us and other covered entities to report any unauthorized release or use of or access to PHI to any impacted individuals and to the U.S. Department of Health and Human ServicesHHS in those instances where the unauthorized activity poses a significant risk of financial, reputational or other harm to the individuals, and to notify the media in any states where 500 or more people are impacted by any unauthorized release or use of or access to PHI. ARRA also requires business associates to comply with certain HIPAA provisions. ARRA also establishes higher civil and criminal penalties for covered entities and business associates who fail to comply with HIPAA’s provisions and requires the U.S. Department of Health and Human ServicesHHS to issue regulations implementing its privacy and security enhancements. 
Corporate Practice of Medicine and Other Laws
As a corporate entity, Humana Inc. is not licensed to practice medicine. Many states in which we operate through our subsidiaries limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals, and business corporations generally may not exercise control over the medical decisions of physicians. Statutes and regulations relating to the practice of medicine, fee-splitting between physicians and referral sources, and similar issues vary widely from state to state. Under management agreements between certain of our subsidiaries and affiliated physician-owned professional groups, these groups retain sole responsibility for all medical decisions, as well as for hiring and managing physicians and other licensed healthcare providers, developing operating policies and procedures, implementing professional standards and controls, and maintaining malpractice insurance. We believe that our health services operations comply with applicable state statutes regarding corporate practice of medicine, fee-splitting,fee-

splitting, and similar issues. However, any enforcement actions by governmental officials alleging non-compliance with these statutes, which could subject us to penalties or restructuring or reorganization of our business, may result in a material adverse effect on our results of operations, financial position, or cash flows.

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Anti-Kickback, Physician Self-Referral, and Other Fraud and Abuse Laws
A federal law commonly referred to as the “Anti-Kickback Statute” prohibits the offer, payment, solicitation, or receipt of any form of remuneration to induce, or in return for, the referral of Medicare or other governmental health program patients or patient care opportunities, or in return for the purchase, lease, or order of items or services that are covered by Medicare or other federal governmental health programs. Because the prohibitions contained in the Anti-Kickback Statute apply to the furnishing of items or services for which payment is made in “whole or in part,” the Anti-Kickback Statute could be implicated if any portion of an item or service we provide is covered by any of the state or federal health benefit programs described above. Violation of these provisions constitutes a felony criminal offense and applicable sanctions could include exclusion from the Medicare and Medicaid programs.
Section 1877 of the Social Security Act, commonly known as the “Stark Law,” prohibits physicians, subject to certain exceptions described below, from referring Medicare or Medicaid patients to an entity providing “designated health services” in which the physician, or an immediate family member, has an ownership or investment interest or with which the physician, or an immediate family member, has entered into a compensation arrangement. These prohibitions, contained in the Omnibus Budget Reconciliation Act of 1993, commonly known as “Stark II,” amended prior federal physician self-referral legislation known as “Stark I” by expanding the list of designated health services to a total of 11 categories of health services. The professional groups with which we are affiliated provide one or more of these designated health services. Persons or entities found to be in violation of the Stark Law are subject to denial of payment for services furnished pursuant to an improper referral, civil monetary penalties, and exclusion from the Medicare and Medicaid programs.
Many states also have enacted laws similar in scope and purpose to the Anti-Kickback Statute and, in more limited instances, the Stark Law, that are not limited to services for which Medicare or Medicaid payment is made. In addition, most states have statutes, regulations, or professional codes that restrict a physician from accepting various kinds of remuneration in exchange for making referrals. These laws vary from state to state and have seldom been interpreted by the courts or regulatory agencies. In states that have enacted these statutes, we believe that regulatory authorities and state courts interpreting these statutes may regard federal law under the Anti-Kickback Statute and the Stark Law as persuasive.
We believe that our operations comply with the Anti-Kickback Statute, the Stark Law, and similar federal or state laws addressing fraud and abuse. These laws are subject to modification and changes in interpretation, and are enforced by authorities vested with broad discretion. We continually monitor developments in this area. If these laws are interpreted in a manner contrary to our interpretation or are reinterpreted or amended, or if new legislation is enacted with respect to healthcare fraud and abuse, illegal remuneration, or similar issues, we may be required to restructure our affected operations to maintain compliance with applicable law. There can be no assurances that any such restructuring will be possible or, if possible, would not have a material adverse effect on our results of operations, financial position, or cash flows.
Environmental
We are subject to various federal, state, and local laws and regulations relating to the protection of human health and the environment. If an environmental regulatory agency finds any of our facilities to be in violation of environmental laws, penalties and fines may be imposed for each day of violation and the affected facility could be forced to cease operations. We could also incur other significant costs, such as cleanup costs or claims by third parties, as a result of violations of, or liabilities under, environmental laws. Although we believe that our environmental practices, including waste handling and disposal practices, are in material compliance with applicable laws, future claims or violations, or changes in environmental laws, could have a material adverse effect on our results of operations, financial position or cash flows.

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State Regulation of Insurance-Related Products
Laws in each of the states (and Puerto Rico) in which we operate our HMOs, PPOs and other health insurance-related services regulate our operations including: capital adequacy and other licensing requirements, policy language describing benefits, mandated benefits and processes, entry, withdrawal or re-entry into a state or market, rate increases, delivery systems, utilization review procedures, quality assurance, complaint systems, enrollment requirements, claim payments, marketing, and advertising. The HMO, PPO, and other health insurance-related products we offer are sold under licenses issued by the applicable insurance regulators.
Our licensed insurance subsidiaries are also subject to regulation under state insurance holding company and Puerto Rico regulations. These regulations generally require, among other things, prior approval and/or notice of new products, rates, benefit changes, and certain material transactions, including dividend payments, purchases or sales of assets, intercompany agreements, and the filing of various financial and operational reports.
Any failure by us to manage acquisitions, divestitures and other significant transactions successfully may have a material adverse effect on our results of operations, financial position, and cash flows.
As part of our business strategy, we frequently engage in discussions with third parties regarding possible investments, acquisitions, divestitures, strategic alliances, joint ventures, and outsourcing transactions and often enter into agreements relating to such transactions in order to further our business objectives. In order to pursue our acquisition strategy successfully, we must identify suitable candidates for and successfully complete transactions, some of which may be large and complex, and manage post-closing issues such as the integration of acquired companies or employees. Integration and other risks can be more pronounced for larger and more complicated transactions, transactions outside of our core business space, or if multiple transactions are pursued simultaneously. The failure to successfully integrate acquired entities and businesses or failure to produce results consistent with the financial model used in the analysis of our acquisitions, investments, joint ventures or strategic alliances may cause asset write-offs, restructuring costs or other expenses and may have a material adverse effect on our results of operations, financial position, and cash flows. If we fail to identify and complete successfully transactions that further our strategic objectives, we may be required to expend resources to develop products and technology internally. In addition, from time to time, we evaluate alternatives for our businesses that do not meet our strategic, growth or profitability objectives.objectives, and we may divest or wind down such businesses. There can be no assurance that we will be able to complete any such divestiture on terms favorable to us. The divestiture of certain businesses could result, individually or in the aggregate, in the recognition of material losses and a material adverse effect on our results of operations. There can be no assurance thatIn addition, divestitures may result in continued financial exposure to the divested businesses following the completion of the transaction. For example, in connection with a disposition, we will be ablemay enter into transition or administrative service agreements, coinsurance arrangements, vendor relationships or other strategic relationships with the divested business, or we may agree to completeprovide certain indemnities to the purchaser in any such divestiturestransaction, each of which may result in additional expense and could have a material adverse effect on terms favorable to us.our result of operations.
If we fail to develop and maintain satisfactory relationships with the providers of care to our members, our business may be adversely affected.
We employ or contract with physicians, hospitals and other providers to deliver health care to our members. Our products encourage or require our customers to use these contracted providers. A key component of our integrated care delivery strategy is to increase the number of providers who share medical cost risk with us or have financial incentives to deliver quality medical services in a cost-effective manner.
In any particular market, providers could refuse to contract with us, demand higher payments, or take other actions that could result in higher health care costs for us, less desirable products for customers and members or difficulty meeting regulatory or accreditation requirements. In some markets, some providers, particularly hospitals, physician specialty groups, physician/hospital organizations, or multi-specialty physician groups, may have significant market positions and negotiating power. In addition, physician or practice management companies, which aggregate physician practices for administrative efficiency and marketing leverage, may compete directly with us. If these providers refuse to contract with us, use their market position to negotiate unfavorable contracts with us or place us at a competitive

disadvantage, or do not enter into contracts with us that encourage the delivery of quality medical services in a cost-effective manner, our ability to market products or to be profitable in those areas may be adversely affected.
In some situations, we have contracts with individual or groups of primary care providers for an actuarially determined, fixed fee per month to provide a basket of required medical services to our members. This type of contract

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is referred to as a “capitation” contract. The inability of providers to properly manage costs under these capitation arrangements can result in the financial instability of these providers and the termination of their relationship with us. In addition, payment or other disputes between a primary care provider and specialists with whom the primary care provider contracts can result in a disruption in the provision of services to our members or a reduction in the services available to our members. The financial instability or failure of a primary care provider to pay other providers for services rendered could lead those other providers to demand payment from us even though we have made our regular fixed payments to the primary provider. There can be no assurance that providers with whom we contract will properly manage the costs of services, maintain financial solvency or avoid disputes with other providers. Any of these events may have a material adverse effect on the provision of services to our members and our results of operations, financial position, and cash flows.
Our pharmacy business is highly competitive and subjects us to regulations in addition to those we face with our core health benefits businesses.
Our pharmacy mail order business competes with locally owned drugstores, retail drugstore chains, supermarkets, discount retailers, membership clubs, internet companies and other mail-order and long-term care pharmacies. Our pharmacy business also subjects us to extensive federal, state, and local regulation. The practice of pharmacy is generally regulated at the state level by state boards of pharmacy. Many of the states where we deliver pharmaceuticals, including controlled substances, have laws and regulations that require out-of-state mail-order pharmacies to register with that state’s board of pharmacy. Federal agencies further regulate our pharmacy operations, requiring registration with the U.S. Drug Enforcement Administration and individual state controlled substance authorities in order to dispense controlled substances. In addition, the FDA inspects facilities in connection with procedures to effect recalls of prescription drugs. The Federal Trade Commission also has requirements for mail-order sellers of goods. The U.S. Postal Service, or USPS, has statutory authority to restrict the transmission of drugs and medicines through the mail to a degree that may have an adverse effect on our mail-order operations. The USPS historically has exercised this statutory authority only with respect to controlled substances. If the USPS restricts our ability to deliver drugs through the mail, alternative means of delivery are available to us. However, alternative means of delivery could be significantly more expensive. The U.S. Department of Transportation has regulatory authority to impose restrictions on drugs inserted in the stream of commerce. These regulations generally do not apply to the USPS and its operations. In addition, we are subject to CMS rules regarding the administration of our PDP plans and intercompany pricing between our PDP plans and our pharmacy business.
We are also subject to risks inherent in the packaging and distribution of pharmaceuticals and other health care products, and the application of state laws related to the operation of internet and mail-order pharmacies. The failure to adhere to these laws and regulations may expose us to civil and criminal penalties.
Changes in the prescription drug industry pricing benchmarks may adversely affect our financial performance.
Contracts in the prescription drug industry generally use certain published benchmarks to establish pricing for prescription drugs. These benchmarks include average wholesale price, which is referred to as “AWP,” average selling price, which is referred to as “ASP,” and wholesale acquisition cost. It is uncertain whether payors, pharmacy providers, pharmacy benefit managers, or PBMs, and others in the prescription drug industry will continue to utilize AWP as it has previously been calculated, or whether other pricing benchmarks will be adopted for establishing prices within the industry. Legislation may lead to changes in the pricing for Medicare and Medicaid programs. Regulators have conducted investigations into the use of AWP for federal program payment, and whether the use of AWP has inflated drug expenditures by the Medicare and Medicaid programs. Federal and state proposals have sought to change the basis for calculating payment of certain drugs by the Medicare and Medicaid programs. Adoption of ASP in lieu of AWP as the measure for determining payment by Medicare or Medicaid programs for the drugs sold in our mail-order pharmacy

business may reduce the revenues and gross margins of this business which may result in a material adverse effect on our results of operations, financial position, and cash flows.

32


If we do not continue to earn and retain purchase discounts and volume rebates from pharmaceutical manufacturers at current levels, our gross margins may decline.
We have contractual relationships with pharmaceutical manufacturers or wholesalers that provide us with purchase discounts and volume rebates on certain prescription drugs dispensed through our mail-order and specialty pharmacies. These discounts and volume rebates are generally passed on to clients in the form of steeper price discounts. Changes in existing federal or state laws or regulations or in their interpretation by courts and agencies or the adoption of new laws or regulations relating to patent term extensions, and purchase discount and volume rebate arrangements with pharmaceutical manufacturers, may reduce the discounts or volume rebates we receive and materially adversely impact our results of operations, financial position, and cash flows.
Our ability to obtain funds from certain of our licensed subsidiaries is restricted by state insurance regulations.
Because we operate as a holding company, we are dependent upon dividends and administrative expense reimbursements from our subsidiaries to fund the obligations of Humana Inc., our parent company. Certain of our insurance subsidiaries operate in states that regulate the payment of dividends, loans, administrative expense reimbursements or other cash transfers to Humana Inc., and require minimum levels of equity as well as limit investments to approved securities. The amount of dividends that may be paid to Humana Inc. by these insurance subsidiaries, without prior approval by state regulatory authorities, or ordinary dividends, is limited based on the entity's level of statutory income and statutory capital and surplus. In most states, prior notification is provided before paying a dividend even if approval is not required. Actual dividends paid may vary due to consideration of excess statutory capital and surplus and expected future surplus requirements related to, for example, premium volume and product mix. Dividends from our non-insurance companies such as in our Healthcare Services segment are generally not restricted by Departments of Insurance. In the event that we are unable to provide sufficient capital to fund the obligations of Humana Inc., our results of operations, financial position, and cash flows may be materially adversely affected.
Downgrades in our debt ratings, should they occur, may adversely affect our business, results of operations, and financial condition.
Claims paying ability, financial strength, and debt ratings by recognized rating organizations are an increasingly important factor in establishing the competitive position of insurance companies. Ratings information is broadly disseminated and generally used throughout the industry. We believe our claims paying ability and financial strength ratings are an important factor in marketing our products to certain of our customers. In addition, our debt ratings impact both the cost and availability of future borrowings. Each of the rating agencies reviews its ratings periodically and there can be no assurance that current ratings will be maintained in the future. Our ratings reflect each rating agency’s opinion of our financial strength, operating performance, and ability to meet our debt obligations or obligations to policyholders, but are not evaluations directed toward the protection of investors in our common stock and should not be relied upon as such.
Historically, rating agencies take action to lower ratings due to, among other things, perceived concerns about liquidity or solvency, the competitive environment in the insurance industry, the inherent uncertainty in determining reserves for future claims, the outcome of pending litigation and regulatory investigations, and possible changes in the methodology or criteria applied by the rating agencies. In addition, rating agencies have come under regulatory and public scrutiny over the ratings assigned to various fixed-income products. As a result, rating agencies may (i) become more conservative in their methodology and criteria, (ii) increase the frequency or scope of their credit reviews, (iii) request additional information from the companies that they rate, or (iv) adjust upward the capital and other requirements employed in the rating agency models for maintenance of certain ratings levels.
We believe that some of our customers place importance on our credit ratings, and we may lose customers and compete less successfully if our ratings were to be downgraded. In addition, our credit ratings affect our ability to obtain investment capital on favorable terms. If our credit ratings were to be lowered, our cost of borrowing likely would

increase, our sales and earnings could decrease, and our results of operations, financial position, and cash flows may be materially adversely affected.

33


The securities and credit markets may experience volatility and disruption, which may adversely affect our business.
Volatility or disruption in the securities and credit markets could impact our investment portfolio. We evaluate our investment securities for impairment on a quarterly basis. This review is subjective and requires a high degree of judgment. For the purpose of determining gross realized gains and losses, the cost of investment securities sold is based upon specific identification. For debt securities held, we recognize an impairment loss in income when the fair value of the debt security is less than the carrying value and we have the intent to sell the debt security or it is more likely than not that we will be required to sell the debt security before recovery of our amortized cost basis, or if a credit loss has occurred. When we do not intend to sell a security in an unrealized loss position, potential other-than-temporary impairments are considered using variety of factors, including the length of time and extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a security; payment structure of the security; changes in credit rating of the security by the rating agencies; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date. For debt securities, we take into account expectations of relevant market and economic data. We continuously review our investment portfolios and there is a continuing risk that declines in fair value may occur and additional material realized losses from sales or other-than-temporary impairments may be recorded in future periods.
We believe our cash balances, investment securities, operating cash flows, and funds available under our credit agreement or from other public or private financing sources, taken together, provide adequate resources to fund ongoing operating and regulatory requirements, acquisitions, future expansion opportunities, and capital expenditures for at least the next twelve months, as well as to refinance or repay debt, and repurchase shares. However, continuing adverse securities and credit market conditions may significantly affect the availability of credit. While there is no assurance in the current economic environment, we have no reason to believe the lenders participating in our credit agreement will not be willing and able to provide financing in accordance with the terms of the agreement.
Our access to additional credit will depend on a variety of factors such as market conditions, the general availability of credit, both to the overall market and our industry, our credit ratings and debt capacity, as well as the possibility that customers or lenders could develop a negative perception of our long or short-term financial prospects. Similarly, our access to funds could be limited if regulatory authorities or rating agencies were to take negative actions against us. If a combination of these factors were to occur, we may not be able to successfully obtain additional financing on favorable terms or at all.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.


34


ITEM 2. PROPERTIES
The following table lists, by state, the number of medical centers and administrative offices we owned or leased at December 31, 2015:2018:
Medical
Centers
 Administrative
Offices
  Medical
Centers
 Administrative
Offices
  
Owned Leased Owned Leased TotalOwned Leased Owned Leased Total
Florida11
 123
 1
 96
 231
13
 207
 
 69
 289
Texas
 15
 2
 24
 41
1
 17
 2
 14
 34
Kentucky2
 1
 11
 12
 26
2
 3
 15
 12
 32
Virginia
 8
 
 8
 16
California
 2
 
 13
 15
Arizona
 8
 
 7
 15

 17
 
 6
 23
Louisiana
 4
 
 10
 14

 6
 
 10
 16
Virginia
 8
 
 7
 15
Illinois
 5
 
 10
 15
California
 2
 
 12
 14
Ohio
 1
 
 13
 14

 1
 
 13
 14
Illinois
 5
 
 8
 13
South Carolina
 6
 
 6
 12
New York
 
 
 13
 13

 
 
 13
 13
Nevada
 7
 
 5
 12
Puerto Rico
 1
 
 10
 11
Indiana
 5
 
 5
 10
Georgia
 7
 
 3
 10

 8
 
 3
 11
Washington
 7
 
 4
 11
Tennessee
 
 
 10
 10

 
 
 9
 9
North Carolina
 
 
 10
 10
Nevada
 5
 
 5
 10
South Carolina
 
 4
 6
 10
Indiana
 2
 
 7
 9
Puerto Rico
 
 
 9
 9
New Jersey
 
 
 8
 8

 
 
 9
 9
Colorado
 3
 
 4
 7

 5
 
 3
 8
Pennsylvania
 
 
 6
 6
Wisconsin
 
 1
 5
 6
Michigan
 5
 
 3
 8
North Carolina
 2
 
 4
 6
Others
 3
 
 47
 50

 9
 1
 38
 48
Total13
 187
 19
 324
 543
16
 321
 18
 265
 620
The medical centers we operate are primarily located in Florida and Texas, including full-service, multi-specialty medical centers staffed by primary care providers and medical specialists, urgent care facilities, and worksite medical facilities.specialists. Of the medical centers included in the table above, approximately 6444 of these facilities are leased or subleased to our contracted providers to operate.
Our principal executive office is located in the Humana Building, 500 West Main Street, Louisville, Kentucky 40202. In addition to the headquarters in Louisville, Kentucky, we maintain other principal operating facilities used for customer service, enrollment, and/or claims processing and certain other corporate functions in Louisville, Kentucky; Green Bay, Wisconsin; Tampa, Florida; Cincinnati, Ohio; San Antonio, Texas; and San Juan, Puerto Rico.


35


ITEM 3. LEGAL PROCEEDINGS
We are party to a variety of legal actions in the ordinary course of business, certain of which may be styled as class-action lawsuits. Among other matters, this litigation may include employment matters, claims of medical malpractice, bad faith, nonacceptance or termination of providers, anticompetitive practices, improper rate setting, provider contract rate disputes, qui tam litigation brought by individuals seeking to sue on behalf of the government, failure to disclose network discounts and various other provider arrangements, general contractual matters, intellectual property matters, and challenges to subrogation practices. For a discussion of our material legal actions, including those not in the ordinary course of business, see “Legal Proceedings and Certain Regulatory Matters” in Note 16 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data. We cannot predict the outcome of these suits with certainty.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


36


PART II


ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock trades on the New York Stock Exchange under the symbol HUM. The following table shows the range of high and low closing sales prices as reported on the New York Stock Exchange Composite Price for each quarter in the years ended December 31, 2015 and 2014:
 High Low
Year Ended December 31, 2015   
First quarter$182.79
 $139.09
Second quarter$214.92
 $163.07
Third quarter$193.14
 $174.16
Fourth quarter$186.67
 $164.25
Year Ended December 31, 2014   
First quarter$118.78
 $95.59
Second quarter$128.95
 $104.74
Third quarter$135.51
 $115.97
Fourth quarter$149.07
 $124.17
Holders of our Capital Stock
As of January 31, 2016,2019, there were approximately 2,9002,300 holders of record of our common stock and approximately 41,200244,700 beneficial holders of our common stock.
Dividends
The following table provides details of dividend payments, excluding dividend equivalent rights, in 20142017 and 2015,2018, under our Board approved quarterly cash dividend policy:
Record
Date
 
Payment
Date
 
Amount
per Share
 
Total
Amount
      (in millions)
2014 payments      
12/31/2013 1/31/2014 $0.27 $42
3/31/2014 4/25/2014 $0.27 $42
6/30/2014 7/25/2014 $0.28 $43
9/30/2014 10/31/2014 $0.28 $43
2015 payments      
12/31/2014 1/30/2015 $0.28 $42
3/31/2015 4/24/2015 $0.28 $42
6/30/2015 7/31/2015 $0.29 $43
9/30/2105 10/30/2015 $0.29 $43
Record
Date
 
Payment
Date
 
Amount
per Share
 
Total
Amount
      (in millions)
2017 payments      
1/12/2017 1/27/2017 $0.29 $43
3/31/2017 4/28/2017 $0.40 $58
6/30/2017 7/31/2017 $0.40 $58
9/29/2017 10/27/2017 $0.40 $57
2018 payments      
12/29/2017 1/26/2018 $0.40 $55
3/30/2018 4/27/2018 $0.50 $69
6/29/2018 7/27/2018 $0.50 $69
9/28/2018 10/26/2018 $0.50 $69
The Merger discussed in NoteOn November 2, to2018, the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data does not impact our ability and intent to continue quarterlyBoard declared a cash dividend payments prior to the closing of the Merger consistent with our historical dividend payments. Under the terms of the Merger Agreement, we have agreed with Aetna that our quarterly dividend will not exceed $0.29$0.50 per share priorthat was paid on January 25, 2019 to the closingstockholders of the Merger.

37


record on December 31, 2018, for an aggregate amount of $68 million. Declaration and payment of future quarterly dividends is at the discretion of our Board and may be adjusted as business needs or market conditions change.
In addition, under the terms of the Merger Agreement, we have agreed with Aetna to coordinate the declaration and payment of dividends so that our stockholders do not fail to receive a quarterly dividend around the time of the closing of the Merger.
On October 29, 2015,February 2019, the Board declared a cash dividend of $0.29$0.55 per share that was paidpayable on January 29, 2016April 26, 2019 to stockholders of record on December 30, 2015, for an aggregate amount of $43 million.March 29, 2019.

Stock Total Return Performance
The following graph compares our total return to stockholders with the returns of the Standard & Poor’s Composite 500 Index (“S&P 500”) and the Dow Jones US Select Health Care Providers Index (“Peer Group”) for the five years ended December 31, 2015.2018. The graph assumes an investment of $100 in each of our common stock, the S&P 500, and the Peer Group on December 31, 2010,2013, and that dividends were reinvested when paid.
chart-19f11c06fa3b59b694c.jpg
12/31/2010 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/201512/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018
HUM$100
 $162
 $128
 $195
 $274
 $343
$100
 $140
 $176
 $202
 $247
 $287
S&P 500$100
 $102
 $118
 $157
 $178
 $181
$100
 $114
 $115
 $129
 $157
 $150
Peer Group$100
 $110
 $129
 $177
 $226
 $239
$100
 $128
 $135
 $137
 $173
 $191
The stock price performance included in this graph is not necessarily indicative of future stock price performance.

38


Issuer Purchases of Equity Securities
The following table provides information about purchases by us during the three months ended December 31, 20152018 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:
PeriodTotal Number
of Shares
Purchased (1)
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)(2)
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs (1)
October 2015
$

$
November 2015



December 2015



Total
$

PeriodTotal Number
of Shares
Purchased (1)
 Average
Price Paid
per Share
 Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)(2)
 Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs (1) (2)
October 2018
 $
 
 $1,776,354,011
November 20181,937,797
 309.63
 1,937,797
 1,176,354,010
December 2018
 
 
 1,176,354,010
Total1,937,797
 $309.63
 1,937,797
  
(1)In September 2014, theOn December 14, 2017, our Board of Directors replaced a previous shareauthorized the repurchase authorization of up to $1 billion with a current authorization for repurchases of up to $2$3.0 billion of our common shares expiring on December 31, 2020, exclusive of shares repurchased in connection with employee stock plans. Under the share repurchase authorization, shares may be purchased from time to time at prevailing prices in the open market, by block purchases, through plans expiringdesigned to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or in privately-negotiated transactions, including pursuant to accelerated share repurchase agreements with investment banks, subject to certain regulatory restrictions on volume, pricing, and timing. On November 28, 2018, we entered into an accelerated stock repurchase agreement, the November 2018 ASR, with Goldman, Sachs & Co. LLC, or Goldman Sachs, to repurchase $750 million of our common stock as part of the $3.0 billion share repurchase program authorized by the Board of Directors on December 31, 2016. Pursuant14, 2017. On November 29, 2018, we made a payment of $750 million to the Merger Agreement, after July 2, 2015, we are prohibitedGoldman Sachs from repurchasing anyavailable cash on hand and received an initial delivery of our outstanding securities without the prior written consent of Aetna, other than repurchases of1.94 million shares of our common stock from Goldman Sachs. The payment to Goldman Sachs was recorded as a reduction to stockholders’ equity, consisting of an $600 million increase in connection withtreasury stock, which reflects the exercisevalue of outstandingthe initial 1.94 million shares received upon initial settlement, and a $150 million decrease in capital in excess of par value, which reflected the value of stock options or the vesting orheld back by Goldman Sachs pending final settlement of outstanding restricted stock awards. Accordingly, as announced on July 3, 2015, we have suspended our share repurchase program.the November 2018 ASR. Our remaining repurchase authorization was $1.04 billionapproximately $1,176 million as of July 3, 2015.February 21, 2019, excluding the $150 million pending final settlement of our November 2018 ASR.
(2)Excludes 0.30.15 million shares repurchased in connection with employee stock plans.
The Merger Agreement includes customary restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our business in the ordinary course and subjecting us to a variety of customary specified limitations absent Aetna’s prior written consent, including, for example, limitations on dividends (we agreed that our quarterly dividend will not exceed $0.29 per share) and repurchases of our securities (we agreed to suspend our share repurchase program), restrictions on our ability to enter into material contracts, and negotiated thresholds for capital expenditures, capital contributions, acquisitions and divestitures of businesses.


39


ITEM 6. SELECTED FINANCIAL DATA
2015 (a) 2014 (b) 2013 (c) 2012 (d) 20112018 2017 2016 (a) 2015 2014
(dollars in millions, except per common share results)(dollars in millions, except per common share results)
Summary of Operating Results:                  
Revenues:                  
Premiums$52,409
 $45,959
 $38,829
 $37,009
 $35,106
$54,941
 $52,380
 $53,021
 $52,409
 $45,959
Services1,406
 2,164
 2,109
 1,726
 1,360
1,457
 982
 969
 1,406
 2,164
Investment income474
 377
 375
 391
 366
514
 405
 389
 474
 377
Total revenues54,289
 48,500
 41,313
 39,126
 36,832
56,912
 53,767
 54,379
 54,289
 48,500
Operating expenses:                  
Benefits44,269
 38,166
 32,564
 30,985
 28,823
45,882
 43,496
 45,007
 44,269
 38,166
Operating costs7,318
 7,639
 6,355
 5,830
 5,395
7,525
 6,567
 7,173
 7,295
 7,639
Merger termination fee and related costs, net
 (936) 104
 23
 
Depreciation and amortization355
 333
 333
 295
 270
405
 378
 354
 355
 333
Total operating expenses51,942
 46,138
 39,252
 37,110
 34,488
53,812
 49,505
 52,638
 51,942
 46,138
Income from operations2,347
 2,362
 2,061
 2,016
 2,344
3,100
 4,262
 1,741
 2,347
 2,362
Loss (gain) on sale of business786
 
 
 (270) 
Interest expense186
 192
 140
 105
 109
218
 242
 189
 186
 192
Gain on sale of business270
 
 
 
 
Income before income taxes2,431
 2,170
 1,921
 1,911
 2,235
Other expense, net33
 
 
 
 
Income before income taxes and equity in net earnings2,063
 4,020
 1,552
 2,431
 2,170
Provision for income taxes1,155
 1,023
 690
 689
 816
391
 1,572
 938
 1,155
 1,023
Equity in net earnings of Kindred at Home11
 
 
 
 
Net income$1,276
 $1,147
 $1,231
 $1,222
 $1,419
$1,683
 $2,448
 $614
 $1,276
 $1,147
Basic earnings per common share$8.54
 $7.44
 $7.81
 $7.56
 $8.58
$12.24
 $16.94
 $4.11
 $8.54
 $7.44
Diluted earnings per common share$8.44
 $7.36
 $7.73
 $7.47
 $8.46
$12.16
 $16.81
 $4.07
 $8.44
 $7.36
Dividends declared per
common share
$1.15
 $1.11
 $1.07
 $1.03
 $0.75
$2.00
 $1.60
 $1.16
 $1.15
 $1.11
Financial Position:                  
Cash and investments$11,681
 $11,482
 $10,938
 $11,153
 $10,830
$12,780
 $16,344
 $13,675
 $11,681
 $11,482
Total assets24,705
 23,527
 20,735
 19,979
 17,708
25,413
 27,178
 25,396
 24,678
 23,497
Benefits payable4,976
 4,475
 3,893
 3,779
 3,754
4,862
 4,668
 4,563
 4,976
 4,475
Debt3,821
 3,825
 2,600
 2,611
 1,659
6,069
 4,920
 4,092
 4,093
 3,795
Stockholders’ equity10,346
 9,646
 9,316
 8,847
 8,063
10,161
 9,842
 10,685
 10,346
 9,646
Cash flows from operations$868
 $1,618
 $1,716
 $1,923
 $2,079
$2,173
 $4,051
 $1,936
 $868
 $1,618
Key Financial Indicators:                  
Benefit ratio84.5% 83.0% 83.9% 83.7% 82.1%83.5% 83.0% 84.9% 84.5% 83.0%
Operating cost ratio13.6% 15.9% 15.5% 15.1% 14.8%13.3% 12.3% 13.3% 13.6% 15.9%
Membership by Segment:                  
Retail segment:                  
Medical membership9,226,800
 8,376,500
 6,459,300
 5,956,700
 5,117,400
9,161,500
 9,206,300
 8,751,300
 8,327,700
 7,360,300
Specialty membership1,153,100
 1,165,800
 1,042,500
 948,700
 782,500
Group segment:         
Group and Specialty segment:         
Medical membership4,963,400
 5,430,200
 5,501,600
 5,573,400
 5,500,600
7,415,200
 4,638,200
 4,793,300
 4,963,400
 5,430,200
Specialty membership6,068,700
 6,502,700
 6,780,800
 7,136,200
 6,532,600
6,072,300
 6,986,000
 6,961,200
 7,221,800
 7,668,500
Individual commercial segment:         
Medical membership
 128,800
 654,800
 899,100
 1,016,200
Other Businesses:                  
Medical membership32,600
 35,000
 23,400
 558,700
 566,600

 29,800
 30,800
 32,600
 35,000
Consolidated:                  
Total medical membership14,222,800
 13,841,700
 11,984,300
 12,088,800
 11,184,600
16,576,700 14,003,100 14,230,200 14,222,800 13,841,700
Total specialty membership7,221,800
 7,668,500
 7,823,300
 8,084,900
 7,315,100
6,072,300
 6,986,000
 6,961,200
 7,221,800
 7,668,500
(a)Includes a gain on the salereduction in premiums revenue of Concentra Inc., net of transaction costs, of $270$583 million ($238367 million after tax, or $1.57$2.43 per diluted common share). associated with the write-off of commercial risk corridor receivables. Also includes benefits expense of $176$505 million ($112318 million after tax, or $0.74 per diluted common share) for a provision for probable future losses (premium deficiency) for individual commercial medical business compliant with the Health Care Reform Law for the 2016 coverage year.
(b)Includes loss on extinguishment of debt of $37 million ($23 million after tax, or $0.15 per diluted common share) for the redemption of senior notes.
(c)Includes benefits expense of $243 million ($154 million after tax, or $0.99$2.11 per diluted common share) for reserve strengthening associated with our non-strategic closed block of long-term care insurance policies.policies, which were sold in 2018.
(d)Includes the acquired operations of Arcadian Management Services, Inc. from March 31, 2012, SeniorBridge Family Companies, Inc. from July 6, 2012, and Metropolitan Health Networks, Inc. from December 21, 2012.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview
General
Humana Inc., headquartered in Louisville, Kentucky, is a leading health and well-being company focused on making it easy for peoplecommitted to helping our millions of medical and specialty members achieve their best health with clinical excellence through coordinated care.health. Our strategy integratessuccessful history in care delivery and health plan administration is helping us create a new kind of integrated care with the member experience,power to improve health and well‐being and lower costs. Our efforts are leading to a better quality of life for people with Medicare, families, individuals, military service personnel, and communities at large. To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and consumer insights to encourage engagement, behavior change, proactive clinical outreachtools, such as in‐home care, behavioral health, pharmacy services, data analytics and wellness for the millions of people we serve across the country.solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective.
Our industry relies on two key statistics to measure performance. The benefit ratio, which is computed by taking total benefits expense as a percentage of premiums revenue, represents a statistic used to measure underwriting profitability. The operating cost ratio, which is computed by taking total operating costs, excluding Merger termination fee and related costs, net, and depreciation and amortization, as a percentage of total revenue less investment income, represents a statistic used to measure administrative spending efficiency.
Aetna Merger
On July 2, 2015, we entered into an Agreement and Plan of Merger, which we refer to in this report as the Merger Agreement, with Aetna Inc. and certain wholly owned subsidiaries of Aetna Inc., which we refer to collectively as Aetna, which sets forth the terms and conditions under which we will merge with, and become a wholly owned subsidiary of Aetna, a transaction we refer to in this report as the Merger. A copy of the Merger Agreement was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 7, 2015. Under the terms of the Merger Agreement, at the closing of the Merger, each outstanding share of our common stock will be converted into the right to receive (i) 0.8375 of a share of Aetna common stock and (ii) $125 in cash. The total transaction was estimated at approximately $37 billion including the assumption of Humana debt, based on the closing price of Aetna common shares on July 2, 2015. The Merger Agreement includes customary restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our business in the ordinary course and subjecting us to a variety of customary specified limitations absent Aetna’s prior written consent, including, for example, limitations on dividends (we agreed that our quarterly dividend will not exceed $0.29 per share) and repurchases of our securities (we agreed to suspend our share repurchase program), restrictions on our ability to enter into material contracts, and negotiated thresholds for capital expenditures, capital contributions, acquisitions and divestitures of businesses.
On October 19, 2015, our stockholders approved the adoption of the Merger Agreement at a special stockholder meeting. Of the 129,240,721 shares voting at the meeting, more than 99% voted in favor of the adoption of the Merger Agreement, which represented approximately 87% of our total outstanding shares of common stock as of the September 16, 2015 record date. Also on October 19, 2015, the holders of Aetna outstanding shares approved the issuance of Aetna common stock in the Merger at a special meeting of Aetna shareholders.
The Merger is subject to customary closing conditions, including, among other things, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of necessary approvals under state insurance and healthcare laws and regulations and pursuant to certain licenses of certain of Humana’s subsidiaries, (ii) the absence of legal restraints and prohibitions on the consummation of the Merger, (iii) listing of the Aetna common stock to be issued in the Merger on the New York Stock Exchange, (iv) subject to the relevant standards set forth in the Merger Agreement, the accuracy of the representations and warranties made by each party, (v) material compliance by each party with its covenants in the Merger Agreement, and (vi) no “Company Material Adverse Effect” with respect to us and no “Parent Material Adverse Effect” with respect to Aetna, in each case since the execution of and as defined in the Merger Agreement. In addition, Aetna’s obligation to consummate the Merger is subject to (a) the condition that the required regulatory approvals do not impose any condition that, individually or in the aggregate, would reasonably be expected to have a “Regulatory Material Adverse Effect” (as such term is defined in the Merger Agreement), and (b) CMS has not imposed any sanctions with respect

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to our Medicare Advantage, or MA, business that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to us and our subsidiaries, taken as a whole. The Merger is currently expected to close in the second half of 2016.
Business Segments
On January 1, 2015, we realigned certain of our businesses among our reportable segments to correspond with internal management reporting changes and renamed our Employer Group segment to the Group segment. Our three reportable segments remain Retail, Group, and Healthcare Services. The more significant realignments included reclassifying Medicare benefits offered to groups to the Retail segment from the Group segment, bringing all of our Medicare offerings, which are now managed collectively, together in one segment, recognizing that in some instances we market directly to individuals that are part of a group Medicare account. In addition, we realigned our military services business, primarily consisting of our TRICARE South Region contract previously included in the Other Businesses category, to our Group segment as we consider this contract with the government to be a group account. Prior period segment financial information has been recast to conform to the 2015 presentation. This is further described in Note 2 to the consolidated financial statements included in Item 8. - Financial Statements and Supplementary Data.
We manage our business with threefour reportable segments: Retail, Group and Specialty, Healthcare Services.Services, and Individual Commercial. In addition, the Other Businesses category includes businesses that are not individually reportable because they do not meet the quantitative thresholds required by generally accepted accounting principles. These segments are based on a combination of the type of health plan customer and adjacent businesses centered on well-being solutions for our health plans and other customers, as described below. These segment groupings are consistent with information used by our Chief Executive Officer to assess performance and allocate resources. See Note 17 to the consolidated financial statements included in Item 8. - Financial Statements and Supplementary Data for segment financial information.
The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts, as well as individual commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and financial protection products.Medicare accounts. In addition, the Retail segment also includes our contract with CMS to administer the Limited Income Newly Eligible Transition, or LI-NET, prescription drug plan program and contracts with various states to provide Medicaid, dual eligible, and Long-Term Support Services benefits, which we refer to collectively as our state-based contracts. The Group and Specialty segment consists of employer group commercial fully-insured medical and specialty health insurance benefits marketed to individuals and employer groups, including dental, vision, and other supplemental health and voluntary insurance benefits, as well as administrative services only, or ASO products. In addition, our Group and Specialty segment includes our health and wellness products (primarily marketed to employer groups) and military services business, primarily our TRICARE SouthT2017 East Region contract. The Healthcare Services segment includes our services offered to our health plan members as well as to third parties, including pharmacy solutions, provider services, home based services, and clinical programs,care service, such as well ashome health and other services and capabilities to promote wellness and advance population health.health, including our investment in Kindred at Home. The Individual Commercial segment consisted of our individual commercial fully-insured medical health insurance business, which we exited beginning January 1, 2018. We will continue to report under the category of Other Businesses those businesses whichthat do not align with the reportable segments described above, primarily our closed-block long-term care insurance policies.policies, which were sold in 2018.
The results of each segment are measured by income before income taxes.taxes and equity in net earnings from Kindred at Home, or segment earnings. Transactions between reportable segments primarily consist of sales of services rendered by our Healthcare Services segment, primarily pharmacy, provider, and home basedclinical care services, as well as clinical programs, to our Retail and Group and Specialty segment customers. Intersegment sales and expenses are recorded at fair value and eliminated in consolidation. Members served by our segments often use the same provider networks, enabling us in some instances to obtain more favorable contract terms with providers. Our segments also share indirect costs and assets. As a result, the profitability of each segment is interdependent. We allocate most operating expenses to our segments. Assets and

certain corporate income and expenses are not allocated to the segments, including the portion of investment income not supporting segment operations, interest expense on corporate debt, and certain other corporate expenses. These items are managed at a corporate level. These corporate amounts are reported separately from our reportable segments and are included with intersegment eliminations.


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Seasonality
One of the product offerings of our Retail segment is Medicare stand-alone prescription drug plans, or PDPs, under the Medicare Part D program. Our quarterly Retail segment earnings and operating cash flows are impacted by the Medicare Part D benefit design and changes in the composition of our membership. The Medicare Part D benefit design results in coverage that varies as a member’s cumulative out-of-pocket costs pass through successive stages of a member’s plan period, which begins annually on January 1 for renewals. These plan designs generally result in us sharing a greater portion of the responsibility for total prescription drug costs in the early stages and less in the latter stages. As a result, the PDP benefit ratio generally decreases as the year progresses. In addition, the number of low-incomelow income senior members as well as year-over-year changes in the mix of membership in our stand-alone PDP products affects the quarterly benefit ratio pattern.
Our Group segment also experiences seasonality in the benefit ratio pattern. However, the effect is opposite of Medicare stand-alone PDP in the Retail segment, with the Group segment’s benefit ratio increasing as fully-insured members progress through their annual deductible and maximum out-of-pocket expenses. Similarly, certain of our fully-insured individual commercial medical products in our Retail segment experience seasonality in the benefit ratio akin to the Group segment, including the effect of existing previously underwritten members transitioning to policies compliant with the Health Care Reform Law with us and other carriers. As previously underwritten members transition, it results in policy lapses and the release of reserves for future policy benefits partially offset by the recognition of previously deferred acquisition costs. These policy lapses generally occur during the first quarter of the new coverage year following the open enrollment period reducing the benefit ratio in the first quarter. The recognition of a premium deficiency reserve for our individual commercial medical business compliant with the Health Care Reform Law in the fourth quarter of 2015, discussed in more detail in the highlights that follow, negatively impacted the benefit ratio pattern in 2015 and conversely is expected to favorably impact the benefit ratio in 2016 for this business. The quarterly benefit ratio pattern for our individual commercial medical business compliant with the Health Care Reform Law will be relatively flat throughout 2016 as opposed to the increasing benefit ratio pattern exhibited in prior years.
In addition, the Retail segment also experiences seasonality in the operating cost ratio as a result of costs incurred in the second half of the year associated with the Medicare marketing season.

Our Group and individual healthSpecialty segment also experiences seasonality in the benefit ratio pattern. However, the effect is opposite of Medicare stand-alone PDP in the Retail segment, with the Group and Specialty segment’s benefit ratio increasing as fully-insured members progress through their annual deductible and maximum out-of-pocket expenses.

Aetna Merger
On February 16, 2017, under the terms of the Agreement and Plan of Merger, or Merger Agreement, with Aetna Inc., and certain wholly owned subsidiaries of Aetna Inc., which we collectively refer to as Aetna, we received a breakup fee of $1 billion from Aetna, which is included in our consolidated statement of income in the line captioned "Merger termination fee and related costs, net."
Acquisitions and Divestitures
On August 9, 2018, we completed the sale of our wholly-owned subsidiary, KMG America Corporation, or KMG, to Continental General Insurance Company, or CGIC, a Texas-based insurance company wholly owned by HC2 Holdings, Inc., a diversified holding company. KMG's subsidiary, Kanawha Insurance Company, or KIC, includes our closed block of non-strategic commercial long-term care exchange marketing seasons.policies. Upon closing, we funded the transaction with approximately $190 million of parent company cash contributed into KMG, subject to customary adjustments, in addition to the transfer of approximately $160 million of statutory capital with the sale. In connection with the sale of KMG, we recognized a pretax loss, including transaction costs, of $786 million and a corresponding $452 million tax benefit. Prior to the sale of KMG, we entered into reinsurance contracts to transfer the risk associated with certain voluntary benefit and financial protection products previously issued primarily by KIC to a third party. We transferred approximately $245 million of cash to the third party and recorded a commensurate reinsurance recoverable as a result of these transactions. The reinsurance recoverable was included as part of the net assets disposed. There was no material impact to operating results from these reinsurance transactions.
2015
On July 2, 2018 and July 11, 2018, we along with TPG Capital, or TPG, and Welsh, Carson, Anderson & Stowe, or WCAS, collectively, the Sponsors, completed the acquisitions of Kindred and Curo, respectively, merging Curo with the hospice business of Kindred at Home. As part of these transactions, we acquired a 40% minority interest in the combined business, Kindred at Home, a for total cash consideration of approximately $1.1 billion.

On April 10, 2018, we acquired Family Physicians Group, or FPG, for cash consideration of approximately $185 million, net of cash received. FPG is one of the largest at-risk providers serving Medicare Advantage and Managed

Medicaid HMO patients in Greater Orlando, Florida with a footprint that includes clinics located in Lake, Orange, Osceola and Seminole counties.
On March 1, 2018, we acquired the remaining equity interest in MCCI Holdings LLC, or MCCI, a privately held management service organization headquartered in Miami, Florida, that primarily coordinates medical care for Medicare Advantage beneficiaries in Florida and Texas. The purchase price consisted primarily of $169 million cash, as well as our existing investment in MCCI and a note receivable and a revolving note with an aggregate balance of $383 million.

These transactions are more fully discussed in Note 3 to the consolidated financial statements.
Highlights
Consolidated
Our 20152018 results reflect the continued implementation of our strategy to offer our members affordable health care combined with a positive consumer experience in growing markets. At the core of this strategy is our integrated care delivery model, which unites quality care, high member engagement, and sophisticated data analytics. Our approach to primary, physician-directed care for our members aims to provide quality care that is consistent, integrated, cost-effective, and member-focused, provided by both employed physicians and physicians with network contract arrangements. The model is designed to improve health outcomes and affordability for individuals and for the health system as a whole, while offering our members a simple, seamless healthcare experience. We believe this strategy is positioning us for long-term growth in both membership and earnings. We offer providers a continuum of opportunities to increase the integration of care and offer assistance to providers in transitioning from a fee-for-service to a value-based arrangement. These include performance bonuses, shared savings and shared risk relationships. At December 31, 2015,2018, approximately 1,633,1002,039,100 members, or 59.3%67%, of our individual Medicare Advantage members were in value-based relationships under our integrated care delivery model, as compared to 1,301,0001,901,300 members, or 53.6%66%, at December 31, 2014.2017.
On June 1, 2015, we completed the sale of our wholly owned subsidiary, Concentra Inc., or Concentra, to MJ Acquisition Corporation, a joint venture between Select Medical Holdings Corporation and Welsh, Carson, Anderson & Stowe XII, L.P., a private equity fund,Our consolidated pretax income was $2.06 billion for approximately $1,055 million in cash, excluding approximately $22 million of transaction costs. In connection with the sale, we recognized a pre-tax gain, net of transaction costs, of $270 million, or $1.57 per diluted common share in 2015.

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During 2015, we recorded transaction costs in connection with the Merger of approximately $23.1 million, or $0.14 per diluted common share. Certain costs associated with the transaction are not deductible for tax purposes.
Excluding the impact of the sale of Concentra and transaction costs associated with the Merger, our pretax results for 2015 as2018 compared to 2014 reflect year-over-year improvement$4.02 billion in the Group and Healthcare Services segment pretax results and higher investment income, partially offset by a year-over-year decline in Retail segment pretax results as discussed in the detailed segment results discussion that follows.
Year-over-year comparisons2017. A number of the operating cost ratio are impacted by an increase in 2015 of the non-deductible health insurance industry fee mandated by the Health Care Reform Law. Likewise,significant items effected our year-over-year comparisons ofincluding the benefit ratio reflect the increase in this fee in the pricing of our products for 2015 which reduces our benefit ratio.following:
Investment income increased $97 million in 2015, primarily due to higher realized capital gains in 2015 as a result of the repositioning of our portfolio given recent market volatility and anticipated changes to interest rates.
The net gain associated with the terminated Merger Agreement, mainly the break-up fee of $936 million in 2017.
The loss on sale of KMG of $786 million in 2018.
Charges in 2017 of $219 million associated with voluntary and involuntary workforce reduction programs, the Penn Treaty guaranty fund assessment and costs associated with the early retirement of debt.
Lower year-over-year segment earnings in our Retail, Group and Specialty and Healthcare Services segments reflects the impact of investing the benefit of a lower tax rate from the 2017 Tax Reform Law into the establishment of an annual incentive compensation program for a broader range of employees, together with additional investments in the communities of our members, technology and our integrated care delivery model to drive more affordable healthcare and better clinical outcomes.
Our year-over-year pretax comparisons were also favorably impacted by strong Medicare Advantage membership growth and operating efficiencies from productivity initiatives implemented in 2017. These increases were partially offset by enhanced 2018 Medicare Advantage benefits resulting from investing the better than expected 2017 individual Medicare Advantage pretax earnings, coupled with the return of the health insurance industry fee, and a more severe flu season in 2018.
Year-over-year comparisons of diluted earnings per common share arewere also favorably impacted by a lower number of shares used to compute diluted earnings per common share reflectingfrom share repurchases and the impact of share repurchases.
Operating cash flow provided by operations was $868 milliona lower tax rate for the year ended December 31, 2015 as compared to operating cash flow of $1.6 billion for the year ended December 31, 2014. The decrease in our operating cash flows primarily reflects the effect of significant growth in individual commercial medical and group Medicare Advantage membership in the prior year and changes in the timing of other working capital items related to the growth in our pharmacy business and growth in net receivables under the commercial risk adjustment, reinsurance, and risk corridor programs under the Health Care2018.The 2017 Tax Reform Law commonly referred to ascoupled with the 3Rs. Prior year cash flows were favorably impacted tax benefit

from the typical patternsale of claim payments that lagged premium receipts related to new membership. Individual commercial medical added 548,000 new members in 2014 compared to a declineKMG, partially offset by return of 90,400 members in 2015. Likewise, group Medicare Advantage added 60,600 new members in 2014 compared to a decline of 5,600 members in 2015.
In 2015, we paid the federal government $867 million for the annual non-deductiblenondeductible health insurance industry fee, compareddrove the lower tax rate in 2018.
We returned capital to our paymentshareholders in the form of $562 millionincreased shareholder dividends and significant share repurchase.  In 2018, we increased our per share dividend by 25% and repurchased shares worth approximately $1.1 billion, including the accelerated share repurchase agreement, or ASR, that we entered into in 2014.November 2018.
The annual health insurance industry fee was suspended for calendar year 2017, but resumed in 2018. Operating costs associated with the health insurance industry fee attributable to 2018 were $1.04 billion paid in October 2018. This fee is not deductible for tax purposes, which significantly increasedincreases our effective income tax rate beginning in 2014.rate. The health insurance industry fee is further described below under the section titled "Health Care Reform." The Consolidated Appropriations Act, 2016, enacted on December 18, 2015, included a one-time one yearone-year suspension in 2017 of the health insurer fee. This willinsurance industry fee significantly reducereduced our operating costs and effective tax rate induring 2017.
During 2015, we repurchased 1.85 million shares in open market transactions The annual health insurance industry fee is also suspended for $329 million and paid dividendscalendar year 2019, but under current law is scheduled to stockholders of $172 million. Pursuant to the Merger Agreement, after July 2, 2015, we are prohibited from repurchasing any of our outstanding securities without the prior written consent of Aetna, other than repurchases of shares of our common stock in connection with the exercise of outstanding stock options or the vesting or settlement of outstanding restricted stock awards. Accordingly, as announced on July 3, 2015, we have suspended our share repurchase program. Our remaining repurchase authorization was $1.04 billion as of July 3, 2015. The Merger does not impact our ability and intent to continue quarterly dividend payments prior to the closing of the Merger consistent with our historical dividend payments. Under the terms of the Merger Agreement, we have agreed with Aetna that our quarterly dividend will not exceed $0.29 per share prior to the closing of the Merger.resume for calendar year 2020.
Retail Segment
On April 6, 2015, CMS announced final 2016 Medicare benchmark payment ratesIndividual and related technical factors impacting the bid benchmark premiums, which we refer to as the Final Rate Notice. We believe the Final Rate Notice, together with the impact of payment cuts associated with the Health Care Reform Law, quality bonuses,

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risk coding modifications, and other funding formula changes, indicated 2016 Medicare Advantage funding increases for us of approximately 1.0% on average. Although the overall rate adjustment is positive, geographic-specific impacts may vary significantly from this average, particularly in Florida. We believe we have effectively designed Medicare Advantage products based upon the applicable level of rate changes while continuing to remain competitive compared to both the combination of original Medicare with a supplement policy and Medicare Advantage products offered by our competitors. Failure to execute these strategies may result in a material adverse effect on our results of operations, financial position, and cash flows.
In 2015, our Retail segment pretax income decreased by $409 million, or 30.5%, from 2014 primarily due to higher Medicare Advantage and individual commercial medical benefit ratios year-over-year, including the impact of benefits expense associated with a premium deficiency reserve for certain of our individual commercial products for the 2016 coverage year as described further below and in the results of operations discussion that follows. The higher benefit ratios were partially offset by declines in the Retail segment operating cost ratios, Medicare membership growth, and higher investment income year-over-year.
Individual Medicare Advantage operating results for 2015 included significant membership growth but were negatively impacted by certain developments related to our product pricing assumptions for 2015. These developments primarily related to lower-than-expected 2015 financial claim recovery levels (included in medical claims reserve development) and lower-than-anticipated reductions in inpatient admissions. Claims data from the fourth quarter of 2015 and early 2016 indicate that inpatient admissions continue to develop favorably versus expectations and claim recoveries have stabilized. We are closely monitoring these favorable trends.
Operating results for our individual commercial medical business compliant with the Health Care Reform Law have been challenged primarily due to unanticipated modifications in the program subsequent to the passing of the Health Care Reform Law, resulting in higher covered population morbidity and the ensuing enrollment and claims issues causing volatility in claims experience. The benefit ratios associated with many of our individual commercial medical products, in particular Health Care Reform Law compliant offerings, significantly exceeded prior expectations for fiscal year 2015, driven primarily by the on-going impact of the transitional policies, special enrollment period exemptions associated with the program, and government-mandated product designs that attracted higher-utilizing members . Additionally, on June 30, 2015, CMS issued data with respect to the reinsurance and risk adjustment premium stabilization programs for the 2014 plan year which indicated a healthier risk profile comparison for our membership relative to state averages than had been previously anticipated. This resulted in adjustments to certain of the 3Rs during 2015.
We took a number of actions in 2015 to improve the profitability of our individual commercial medical business in 2016.These actions were subject to regulatory restrictions in certain geographies and included premium increases for the 2016 coverage year related generally to the first half of 2015 claims experience, the discontinuation of certain products as well as exit of certain markets for 2016, network improvements, enhancements to claims and clinical processes and administrative cost control. Despite these actions, the deterioration in the second half of 2015 claims experience together with 2016 open enrollment results indicating the retention of many high-utilizing members for 2016 resulted in a probable future loss. As a result of our assessment of the profitability of our individual medical policies compliant with the Health Care Reform Law, in the fourth quarter of 2015, we recorded a provision for probable future losses (premium deficiency reserve) for the 2016 coverage year of $176 million, or $0.74 per diluted common share. The premium deficiency reserve includes the estimated benefit of approximately $340 million associated with risk corridor provisions expected for the 2016 coverage year.
In light of the premium deficiency reserve recognized in the fourth quarter of 2015 for the 2016 coverage year, results for this business for 2016 are expected to primarily include results associated with the wind-down of plans that are not compliant with the Health Care Reform Law, including the related release of policy reserves, as well as indirect administrative costs associated with plans that are compliant with the Health Care Reform Law. We are continuing to evaluate our participation in the individual commercial medical line of business for 2017.

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Individual Medicare Advantage membership of 2,753,400 at December 31, 2015 increased 325,500 members, or 13.4%, from 2,427,900 at December 31, 2014 reflecting net membership additions, particularly for our Health Maintenance Organization, or HMO, offerings, for the 2015 plan year. January 2016 individual Medicare Advantage membership approximated 2,811,000, increasing approximately 57,600 members, or 2%, from December 31, 2015 reflecting net membership additions during the recently completed 2016 annual election period for Medicare beneficiaries. For full year 2016, we anticipate net membership growth in our individual Medicare Advantage offerings of 100,000 to 120,000.
Group Medicare Advantage membership of 484,100 at December 31, 2015 decreased 5,600 members, or 1.1%, from 489,700 at December 31, 2014. For full year 2016, we expect a net membership decline in our Group Medicare Advantage offerings of 120,000 to 125,000 members primarily due to the loss of a large account that converted to a private exchange offering. Approximately 50% of members from that account selected an individual Humana offering for 2016, with the majority enrolling in a Medicare supplement plan.
Medicare stand-alone PDP membership of 4,557,900 at December 31, 2015 increased  563,900 members, or 14.1%, from 3,994,000 at December 31, 2014 reflecting net membership additions, primarily for our Humana-Walmart plan offering, for the 2015 plan year. January 2016 Medicare stand-alone PDP membership (excluding transitional growth from the LI-NET prescription drug plan program) increased approximately 240,000 members, or 5%, from December 31, 2015 reflecting net membership additions, primarily for our Humana-Walmart plan offering, during the recently completed 2016 annual election period for Medicare beneficiaries. For full year 2016, we anticipate net membership growth in our Medicare stand-alone PDP offerings of 300,000 to 330,000.
Our state-based Medicaid membership of 373,700 at December 31, 2015 increased 56,900 members, or 18.0%, from 316,800 at December 31, 2014 primarily driven by the addition of members under our Florida Medicaid contract.
Individual commercial medical membership of 1,057,700 at December 31, 2015 decreased 90,400259,600 members, or 7.9%, from 1,148,100 atin 2018 to 3,561,800 members December 31, 2014 primarily reflecting2018. 
On January 30, 2019, after the loss of approximately 150,000 members due to terminationstock market closed, the Centers for Medicare and Medicaid Services (CMS) issued its preliminary 2020 Medicare Advantage and Part D payment rates and proposed policy changes (collectively, the Advance Notice). CMS has invited public comment on the Advance Notice before publishing final rates on April 1, 2019 (the Final Notice). In the Advance Notice, CMS estimates Medicare Advantage plans across the sector will, on average, experience a 1.59 percent increase in benchmark funding based on proposals included therein. As indicated by CMS, for lackits estimate excludes the impact of proper eligibility documentation fromfee‐for‐service county rebasing/re‐pricing since the member as well as the lossrelated impact is dependent upon finalization of members who had subscribed to plans that were not compliantcertain data, which will be available with the Healthpublication of the Final Notice. Based on our preliminary analysis using the same factors CMS included in its estimate, the components of which are detailed on CMS’ website, we anticipate the proposals in the Advance Notice would result in a change to our benchmark funding relatively in line with CMS’ estimate. We will be drawing upon our program expertise to provide CMS formal commentary on the impact of the Advance Notice and the related impact upon Medicare beneficiaries’ quality of care and service to our members through the Medicare Advantage program.
On April 24, 2018, we received a Notice of Intent to be Awarded a Comprehensive Medicaid Contract under Florida’s Statewide Managed Medicaid Program in all 11 regions, including the South Florida, Tampa, Jacksonville, and Orlando metro areas. The comprehensive program combines the traditional Medicaid, or TANF, and Long-Term Care Reform Law. These declines were partially offset byprograms. Phase-in under the new contract began December 2018 and was fully implemented February 1, 2019.
In October 2018, CMS published its updated Star quality ratings for bonus year 2020. We received a 5-star rating on CMS' 5-star rating system for two MA contracts offered in Florida and Tennessee. In addition, we received a 4.5-star rating for two MA contracts offered in Florida, Illinois, Kentucky, Mississippi, North Carolina, and Oregon. We have 12 contracts rated 4-star or above and 3 million members in 4-star or above rated contracts to be offered in 2019, representing 84% of our MA membership as of July 2018. The achievement of a 5-star rating for two MA contracts in Florida and Tennessee provides us the ability to market for these contracts throughout the year, creating an increaseopportunity for increased penetration in these important geographies. We cannot guarantee, however, our ability to maintain or improve our star ratings.
Group and Specialty Segment
During 2018, we transitioned to the new, larger T2017 East Region contract increasing membership in plans that are compliant with2,846,800 or 92.4%.The T2017 East Region contract is a consolidation of the Health Care Reform Law, primarily off-exchange. Individual commercial medical membership in plans compliant with the Health Care Reform Law experienced growth in 2015, but at a lesser rate than in 2014. At December 31, 2015, individual commercial medical membership in plans compliant with the Health Care Reform Law, both on-exchangeformer T3 North and off-exchange, was 757,900 members, an increaseSouth Regions, comprising thirty-two states and approximately 6 million TRICARE beneficiaries, under which delivery of 71,600 members or 10.4% from December 31, 2014.
We expect a net decline in individual commercial medical membership (excluding Medicare Supplement) for full year 2016 of 200,000 to 300,000, primarily reflecting increases in premiums as well as benefit redesigns that took effecthealth care services commenced on January 1, 2016. This membership expectation takes into account plans compliant with the Health Care Reform Law, both2018. The T2017 East Region contract is a 5-year contract set

to expire on and off exchange, and legacy plans that are not compliant with the Health Care Reform Law. Membership estimates for 2016 include the expectation of coverage termination by 50% to 60% of the approximately 100,000 members impacted by plan discontinuances.
Group Segment
Group segment pretax income grew $107 million, or 70.9%, for the year ended December 31, 2015 primarily due2022 and is subject to improvement inrenewals on January 1 of each year during its term at the operating cost ratio partially offset by an increase in the benefit ratio as discussed in the results of operations discussion that follows.government's option.
Membership in HumanaVitality®, our wellness and loyalty rewards program, rose 2.0% to 3,932,300 at December 31, 2015 from 3,856,800 at December 31, 2014.


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Healthcare Services Segment
Year-over-year comparisons of results of operations are impacted by the completion of the sale of Concentra on June 1, 2015.

As discussedWe continued to invest in the detailed Healthcare Services segment results of operations discussion that follows, our Healthcare Services segment pretax income increased $243 million, or 32.9%, for the year ended December 31, 2015. This increase was primarily duenecessary to higher earnings from our pharmacy solutions and home based services businesses as they serve our growing Medicare membership. High levels of Medicare membership growth as well as increased engagement of members in clinical programs have resulted in higher usage of services across this segment. In addition, improved operating efficiency in the pharmacy business primarily was driven by lower cost of goods associated with increased purchasing scale and lower cost-to-fill primarily due to improvements in technology.
Programs to enhance the quality of care for members are key elements of our integrateddrive effective care delivery model. We have expandedand clinical outcomes with our identificationacquisitions of MCCI and outreach to membersFPG and our 40% investment in need of clinical intervention. At December 31, 2015, we enrolled approximately 590,300 Kindred at Home.
Medicare Advantage members with complexand dual demonstration program membership enrolled in a Humana chronic conditions in the Humana Chronic Care Program, a 40.3% increase compared with approximately 420,700 memberscare management program was 716,000 at December 31, 2014, reflecting enhanced predictive modeling capabilities and focus on proactive clinical outreach and2018, a decrease of 9.9% from 794,900 at December 31, 2017. These members may not be unique to each program since members have the ability to enroll in multiple programs. We have undergone an optimization process that ensures the appropriate level of member engagement. We believe these initiatives leadinteraction with clinicians to better healthdrive quality outcomes, for our members and lower health care costs.which has resulted in improved Retail segment operating results.
Health Care Reform
The Health Care Reform Law enacted significant reforms to various aspects of the U.S. health insurance industry. Certain significant provisions of the Health Care Reform Law include, among others, mandated coverage requirements, mandated benefits and guarantee issuance associated with commercial medical insurance, rebates to policyholders based on minimum benefit ratios, adjustments to Medicare Advantage premiums, the establishment of federally-facilitatedfederally facilitated or state-based exchanges coupled with programs designed to spread risk among insurers, and the introduction of plan designs based on set actuarial values. In addition, the Health Care Reform Law established insurance industry assessments, including an annual health insurance industry fee and a three-year $25 billion industry wide commercial reinsurance fee. The annual health insurance industry fee levied on the insurance industry was $8is $14.3 billion in 2014 and $11.3 billion in each of 2015 and 2016, with increasing annual amounts thereafter,2018 and is not deductible for income tax purposes, which significantly increasedincreases our effective income tax rate. OurA one year suspension of the health insurance industry fee, as we experienced in 2017 and are experiencing in 2019, significantly impacts our trend in key operating metrics including our operating cost and medical expense ratios, as well as our effective tax rate for 2015 was approximately 47.5%, including the favorable impact of the sale of Concentra on June 1, 2015. Our effective tax rate for 2016 is expected to be approximately 49% to 51%, excluding the impact of transaction costs associated with the Merger. In 2015, we paid the federal government $867 million for therate. The annual health insurance industry fee a 54.3% increase from $562 million in 2014, primarily reflecting an increase in the total industry fee. We expect our portion of the annual health insurance industry feeis scheduled to resume for 2016 to be higher than in 2015 given growth in our market share. The Consolidated Appropriations Act, 2016, enacted on December 18, 2015, included a one-time onecalendar year suspension in 2017 of the health insurer fee. This will significantly reduce our effective tax rate in 2017. The health insurance industry fee levied on the insurance industry was previously expected to be $14 billion in 2017.2020 under current law.
In addition, the Health Care Reform Law expands federal oversight of health plan premium rates and could adversely affect our ability to appropriately adjust health plan premiums on a timely basis. Financing for these reforms comes, in part, from material additional fees and taxes on us (as discussed above) and other health plans and individuals which began in 2014, as well as reductions in certain levels of payments to us and other health plans under Medicare as described in this 2015 10-K.
As noted above, the Health Care Reform Law required the establishment of health insurance exchanges for individuals and small employers to purchase health insurance that became effective January 1, 2014, with an annual
open enrollment period. Insurers participatingAlthough we previously participated in these exchanges by offering on-exchange individual
commercial medical plans, effective January 1, 2018, we have exited our Individual Commercial medical business.

On November 2, 2017, we filed suit against the United States of America in the United States Court of Federal Claims, on behalf of our health plans seeking recovery from the health insurance exchanges must offer a minimum levelfederal government of benefits and are subject to guidelines on setting premium rates and coverage limitations. We may be adversely selected by individuals who have a higher acuity level than the anticipated pool of participantsapproximately $611 million in this market. In addition,payments under the risk

47


corridor reinsurance, and risk adjustment provisions ofpremium stabilization program established under the Health Care Reform Law, established to apportion risk for insurers, may not be effective in appropriately mitigatingyears 2014, 2015 and 2016. Our case has been stayed by the financial risks related to our products. In addition, regulatory changes to the implementationCourt, pending resolution of the Health Care Reform Law that allowed individuals to remain in plans that are not compliant with the Health Care Reform Law or to enroll outside of the annual enrollment period may have an adverse effect on our pool of participants in the health insurance exchange. In addition, states may impose restrictions on our ability to increase rates. All of these factors may have a material adverse effect on our results of operations, financial position, or cash flows if our premiums are not adequate or do not appropriately reflect the acuity of these individuals. Any variation from our expectations regarding acuity, enrollment levels, adverse selection, orsimilar cases filed by other assumptions used in setting premium rates could have a material adverse effect on our results of operations, financial position, and cash flows and could impact our decision to participate or continue in the program in certain states.insurers.
As discussed above, itIt is reasonably possible that the Health Care Reform Law and related regulations, as well as future legislative, judicial or regulatory changes, including legislative restrictions on our ability to manage our provider network or otherwise operate our business, or regulatory restrictions on profitability, including reviews by comparison ofregulatory bodies that may compare our Medicare Advantage profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and a requirementrequire that they remain within certain ranges of each other, in the aggregate may have a material adverse effect on our results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our Medicare payment rates and increasing our expenses associated with the non-deductible health insurance industry fee and other assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows (including the delayed receipt of amounts due under the commercial risk adjustment, risk corridor, and reinsurance provisions of the Health Care Reform Law). During 2015, we received our interim settlement associated with our risk corridor receivables for the 2014 coverage year. The interim settlement, representing only 12.6% of risk corridor receivables for the 2014 coverage year, was funded by HHS in accordance with previous guidance, utilizing funds HHS collected from us and other carriers under the 2014 risk corridor program. The risk corridor program is a three year program and HHS guidance provides that risk corridor collections over the life of the three year program will first be applied to any shortfalls from previous benefit years before application to current year obligations. Risk corridor payables to issuers are obligations of the United States Government under the Health Care Reform law which requires the Secretary of HHS to make full payments to issuers. In the event of a shortfall at the end of the three year program, HHS has asserted it will explore other sources of funding for risk corridor payments, subject to the availability of appropriations.flows.
We intend for the discussion of our financial condition and results of operations that follows to assist in the understanding of our financial statements and related changes in certain key items in those financial statements from year to year, including the primary factors that accounted for those changes. Transactions between reportable segments primarily consist of sales of services rendered by our Healthcare Services segment, primarily pharmacy, provider, and home based

clinical care services, as well as clinical programs, to our Retail and Group and Specialty segment customers and are described in Note 17 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data in this 20152018 Form 10-K.

48


Comparison of Results of Operations for 20152018 and 20142017
Certain financial data on a consolidated basis and for our segments was as follows for the years ended December 31, 20152018 and 2014:2017:
Consolidated
   Change   Change
 2015 2014 Dollars Percentage 2018 2017 Dollars Percentage
 (dollars in millions, except per
common share results)
   (dollars in millions, except per
common share results)
  
Revenues:                
Premiums:                
Retail $45,805
 $39,452
 $6,353
 16.1 % $48,108
 $44,626
 $3,482
 7.8 %
Group 6,569
 6,456
 113
 1.8 %
Group and Specialty 6,803
 6,772
 31
 0.5 %
Individual Commercial 8
 947
 (939) (99.2)%
Other Businesses 35
 51
 (16) (31.4)% 22
 35
 (13) (37.1)%
Total premiums 52,409
 45,959
 6,450
 14.0 % 54,941
 52,380
 2,561
 4.9 %
Services:                
Retail 9
 39
 (30) (76.9)% 11
 10
 1
 10.0 %
Group 698
 763
 (65) (8.5)%
Group and Specialty 835
 626
 209
 33.4 %
Healthcare Services 685
 1,353
 (668) (49.4)% 607
 338
 269
 79.6 %
Other Businesses 14
 9
 5
 55.6 % 4
 8
 (4) (50.0)%
Total services 1,406
 2,164
 (758) (35.0)% 1,457
 982
 475
 48.4 %
Investment income 474
 377
 97
 25.7 % 514
 405
 109
 26.9 %
Total revenues 54,289
 48,500
 5,789
 11.9 % 56,912
 53,767
 3,145
 5.8 %
Operating expenses:                
Benefits 44,269
 38,166
 6,103
 16.0 % 45,882
 43,496
 2,386
 5.5 %
Operating costs 7,318
 7,639
 (321) (4.2)% 7,525
 6,567
 958
 14.6 %
Merger termination fee and related costs, net 
 (936) 936
 (100.0)%
Depreciation and amortization 355
 333
 22
 6.6 % 405
 378
 27
 7.1 %
Total operating expenses 51,942
 46,138
 5,804
 12.6 % 53,812
 49,505
 4,307
 8.7 %
Income from operations 2,347
 2,362
 (15) (0.6)% 3,100
 4,262
 (1,162) (27.3)%
Gain on sale of business 270
 
 270
 100.0 %
Loss on sale of business 786
 
 786
 100.0 %
Interest expense 186
 192
 (6) (3.1)% 218
 242
 (24) (9.9)%
Income before income taxes 2,431
 2,170
 261
 12.0 %
Other expense, net 33
 
 33
 100.0 %
Income before income taxes and equity in net earnings 2,063
 4,020
 (1,957) (48.7)%
Provision for income taxes 1,155
 1,023
 132
 12.9 % 391
 1,572
 (1,181) (75.1)%
Equity in net earnings of Kindred at Home 11
 
 11
 100.0 %
Net income $1,276
 $1,147
 $129
 11.2 % $1,683
 $2,448
 $(765) (31.3)%
Diluted earnings per common share $8.44
 $7.36
 $1.08
 14.7 % $12.16
 $16.81
 $(4.65) (27.7)%
Benefit ratio (a) 84.5% 83.0%   1.5 % 83.5% 83.0%   0.5 %
Operating cost ratio (b) 13.6% 15.9%   (2.3)% 13.3% 12.3%   1.0 %
Effective tax rate 47.5% 47.2%   0.3 % 18.9% 39.1%   (20.2)%
(a)Represents total benefits expense as a percentage of premiums revenue.
(b)Represents total operating costs, excluding depreciation and amortization, as a percentage of total revenues less investment income.

Summary
Net income for 2018 was $1.3$1.7 billion, or $8.44$12.16 per diluted common share compared to $2.4 billion, or $16.81 per diluted common share, in 2015 compared to $1.1 billion, or $7.36 per diluted common share,2017. This comparison was impacted by the loss on sale of KMG in 2014. The completion2018, the Merger Agreement break-up fee in 2017, the suspension of the sale of Concentra on June 1, 2015 resulted in an after-tax gain

49


of $1.57 per diluted common share in 2015. Excludinghealth insurance industry fee for calendar year 2017, the impactexit out of the sale of Concentra, the decrease primarily wasIndividual Commercial business effective January 1, 2018, a lower tax rate due to a declinethe Tax Reform Law, charges associated with both voluntary and involuntary workforce reduction programs in Retail segment pretax results, including2017, and the estimated guaranty fund assessment expense to support the policyholders obligation of $0.74 per diluted common share for a premium deficiency reserve for certainPenn Treaty in 2017. After consideration of these items, our individual commercial medical products for the 2016 coverage year,earnings were favorably impacted by strong Medicare Advantage membership growth and an increasesignificant operating efficiencies in the effective tax rate as discussed below.2018 driven by productivity initiatives implemented in 2017. These itemsincreases were partially offset by year-over-year improvement inour offering of enhanced 2018 Medicare Advantage member benefits which resulted from the Group and Healthcare Services segmentinvestment of the better than expected 2017 individual Medicare Advantage pretax results and higher investment income. In addition, 2015 includes expenses of $0.14 per diluted common share for transaction costs associatedearnings, coupled with the Merger, certainreturn of which are not deductible for tax purposes. Net income for 2014 includes expensesthe health insurance industry fee and the more severe flu season during the first quarter of $0.15 per diluted common share associated with a loss on extinguishment of debt for the redemption of certain senior notes in 2014. Year-over-year comparisons2018.The comparison of diluted earnings per common share are also favorably impacted by a lower number of shares used to compute diluted earnings per common share in 2015 reflecting the impact offrom share repurchases.
Premiums Revenue
Consolidated premiums increased $6.5$2.6 billion, or 14.0%4.9%, from 2014$52.4 billion for 2017 to $52.4$54.9 billion for 2015 primarily reflecting higher premiums in both the Retail and Group segments. These higher premiums were2018 primarily driven by average membership growth in the Retail segment and an increase in fully-insured group commercial medical per member premiums in the Group segment. Average membership is calculated by summing the ending membership for each month in a period and dividing the resulthigher Medicare Advantage revenues, partially offset by the numberimpact of months in a period. Premiums revenue reflects changes in membership and average per member premiums. Items impacting average per member premiums include changes in premium rates as well as changes inlower revenues from the geographic mixexit of membership, the mix of product offerings, and the mix of benefit plans selected by our membership.Individual Commercial business.
Services Revenue
Consolidated services revenue decreased $758increased $475 million, or 35.0%48.4%, from 2014$982 million for 2017 to $1.4$1.5 billion for 20152018, primarily due to an increase in services revenue in the completion ofHealthcare Services and Group and Specialty segments, as discussed in the sale of Concentra on June 1, 2015 as well as the loss of certain large group ASO accounts as a result of continued discipline in pricing of services for self-funded accounts amid a highly competitive environment.detailed segment results discussion that follows.
Investment Income
Investment income totaled $474was $514 million for 2015, an increase of $972018, increasing $109 million, or 25.7%26.9%, from 2014,2017, primarily due to higher realized capital gains in 2015 as a result of the repositioning of our portfolio given recent market volatility and anticipated changes tohigher interest rates with higher average invested balances being substantiallyin 2018, partially offset by lower interest rates.average invested balances.
Benefits Expense
Consolidated benefits expense was $44.3$45.9 billion for 2015,2018, an increase of $6.1$2.4 billion, or 16.0%5.5%, from 2014 primarily due to2017 reflecting an increase in the Retail and Group and Specialty segments benefits expense as discussed in the detailed segment mainly drivenresults discussion that follows. These increases were partially offset by higher average Medicare Advantage membership and individual commercial medical on-exchange and off-exchange membershipa decrease in plans compliant with the Health Care Reform Law.Individual Commercial segment benefits expense. As more fully described herein under the section entitled “Benefits Expense Recognition”, actuarial standards require the use of assumptions based on moderately adverse experience, which generally results in favorable reserve development, or reserves that are considered redundant. We experienced favorable medical claims reserve development related to prior fiscal years of $236$503 million in 20152018 and $518$483 million in 2014. The decline in prior-period medical claims reserve development year over-year primarily was due to Medicare Advantage and individual commercial medical claims development in the Retail segment as discussed further in the segment results of operations discussion that follows.2017.
The consolidated benefit ratio for 20152018 was 84.5%83.5%, an increase of 15050 basis points from 20142017 primarily due to increasesthe enhanced 2018 Medicare Advantage member benefits resulting from the investment of the better than expected 2017 individual Medicare Advantage pretax earnings and a more severe flu season in the Retail segment, includingfirst quarter of 2018. These items were partially offset by the positive impact from the reinstatement of a recognizing a premium deficiency reserve for certainthe health insurance industry fee in 2018, which was contemplated in the pricing and benefit design of our individual commercial medical products for the 2016 coverage year, and Group segment ratios as discussed in the segment results of operations discussions that follows. The increase in benefits expense associated with the recognition of the premium deficiencyhigher favorable prior-period reserve increased the consolidated benefit ratio by approximately 30 basis points in 2015.development. Favorable prior-period medical claims reserve development decreased the consolidated benefit ratio by approximately 5090 basis points in 2015 versus approximately 110 basis points in 2014.

50


Operating Costs
Our segments incur both direct2018 and shared indirect operating costs. We allocate the indirect costs shared by the segments primarily as a function of revenues. As a result, the profitability of each segment is interdependent.
Consolidated operating costs decreased $321 million, or 4.2%, from 2014 to $7.3 billion in 2015 primarily due to cost management initiatives across all lines of business as well as the completion of the sale of Concentra on June 1, 2015, partially offset by increases in costs mandated by the Health Care Reform Law, including the non-deductible health insurance industry fee.
The consolidated operating cost ratio for 2015 was 13.6%, decreasing 230 basis points from 2014 primarily due to decreases in the operating cost ratios in the Group and Retail segments reflecting cost management initiatives, as well as the completion of the sale of Concentra on June 1, 2015. Concentra carried a higher operating cost ratio.
Depreciation and Amortization
Depreciation and amortization for 2015 totaled $355 million, increasing $22 million, or 6.6% from 2014 reflecting higher depreciation expense from capital expenditures.
Interest Expense
Interest expense was $186 million for 2015 compared to $192 million for 2014, a decrease of $6 million, or 3.1%, primarily reflecting a higher average long-term debt balance due to the issuance of senior notes in September 2014, partially offset by the recognition of a loss on extinguishment of debt of approximately $37 million in October 2014 for the redemption of our $500 million 6.45% senior unsecured notes due June 1, 2016.
Income Taxes
Our effective tax rate during 2015 was 47.5% compared to the effective tax rate of 47.2% in 2014. The increase in the effective tax rate primarily was due to an increase in the non-deductible health insurance industry fee from 2014, substantially offset by the favorable tax effect of the gain on the sale of Concentra. See Note 11 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data for a complete reconciliation of the federal statutory rate to the effective tax rate. Our effective tax rate for 2016 is expected to be approximately 49% to 51%, excluding the impact of any non-deductible transaction costs associated with the Merger.

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Retail Segment
    Change
  2015 2014 Members Percentage
Membership:        
Medical membership:        
Individual Medicare Advantage 2,753,400
 2,427,900
 325,500
 13.4 %
Group Medicare Advantage 484,100
 489,700
 (5,600) (1.1)%
Medicare stand-alone PDP 4,557,900
 3,994,000
 563,900
 14.1 %
Total Retail Medicare 7,795,400
 6,911,600
 883,800
 12.8 %
Individual commercial (a) 1,057,700
 1,148,100
 (90,400) (7.9)%
State-based Medicaid 373,700
 316,800
 56,900
 18.0 %
Total Retail medical members 9,226,800
 8,376,500
 850,300
 10.2 %
Individual specialty membership (b) 1,153,100
 1,165,800
 (12,700) (1.1)%
(a)Individual commercial medical membership includes Medicare Supplement members.
(b)Specialty products include dental, vision, and other supplemental health and financial protection products. Members included in these products may not be unique to each product since members have the ability to enroll in multiple products.
    Change
  2015 2014 Dollars Percentage
  (in millions)  
Premiums and Services Revenue:        
Premiums:        
Individual Medicare Advantage $29,526
 $25,782
 $3,744
 14.5 %
Group Medicare Advantage 5,588
 5,490
 98
 1.8 %
Medicare stand-alone PDP 3,846
 3,404
 442
 13.0 %
Total Retail Medicare 38,960
 34,676
 4,284
 12.4 %
Individual commercial 4,243
 3,265
 978
 30.0 %
State-based Medicaid 2,341
 1,255
 1,086
 86.5 %
Individual specialty 261
 256
 5
 2.0 %
Total premiums 45,805
 39,452
 6,353
 16.1 %
Services 9
 39
 (30) (76.9)%
Total premiums and services revenue $45,814
 $39,491
 $6,323
 16.0 %
Income before income taxes $930
 $1,339
 $(409) (30.5)%
Benefit ratio 86.7% 84.9%   1.8 %
Operating cost ratio 11.2% 11.6%   (0.4)%
Pretax Results
Retail segment pretax income was $930 million in 2015, a decrease of $409 million, or 30.5%, compared to 2014 primarily driven by an increase in the benefit ratio for 2015, including the impact of recognizing a premium deficiency reserve of approximately $176 million for certain of our individual commercial medical products for the 2016 coverage year, partially offset by a decline in the operating cost ratio, Medicare Advantage membership growth, and higher investment income year-over-year.

52


Enrollment
Individual Medicare Advantage membership increased 325,500 members, or 13.4%, from December 31, 2014 to December 31, 2015 reflecting net membership additions, particularly for our HMO offerings, for the 2015 plan year.
Group Medicare Advantage membership decreased 5,600 members, or 1.1%, from December 31, 2014 to December 31, 2015.
Medicare stand-alone PDP membership increased 563,900 members, or 14.1%, from December 31, 2014 to December 31, 2015 reflecting net membership additions, primarily for our Humana-Walmart plan offering, for the 2015 plan year.
Individual commercial medical membership decreased 90,400 members, or 7.9%, from December 31, 2014 to December 31, 2015 primarily reflecting the loss of approximately 150,000 members due to termination by CMS for lack of proper eligibility documentation from the member as well as the loss of members who had subscribed to plans that were not compliant with the Health Care Reform Law. These declines were partially offset by an increase in membership in plans that are compliant with the Health Care Reform Law, primarily off-exchange.
State-based Medicaid membership increased 56,900 members, or 18.0%, from December 31, 2014 to December 31, 2015 primarily driven by the addition of members under our Florida Medicaid contract.
Individual specialty membership decreased 12,700 members, or 1.1%, from December 31, 2014 to December 31, 2015 primarily driven by a membership decline in supplemental health and financial protection product and vision offerings.
Premiums revenue
Retail segment premiums increased $6.4 billion, or 16.1%, from 2014 to 2015 primarily due to membership growth across our Medicare Advantage, state-based Medicaid, and Medicare stand-alone PDP lines of business, as well as a heavier percentage of individual commercial medical business in higher premium plans compliant with the Health Care Reform Law. Average Medicare Advantage membership increased 11.8% in 2015.
Benefits expense
The Retail segment benefit ratio of 86.7% for 2015 increased 180 basis points from 2014 primarily due to higher than expected medical costs as compared to the assumptions used in our pricing, the recognition of a premium deficiency reserve in the fourth quarter of 2015 for certain of our individual commercial medical products for the 2016 coverage year, and unfavorable year-over-year comparisons of prior-period medical claims reserve development as discussed below. In addition, the increase reflects higher benefit ratios associated with a greater number of members from state-based contracts and the impact of the change in estimate for the 2014 net 3Rs receivables in 2015. These items were partially offset by the impact of the increase in the health insurance industry fee included in the pricing of our products. In addition, the 2015 period was favorably impacted by the release of reserves for future policy benefits as individual commercial medical members transitioned to plans compliant with the Health Care Reform Law.
We experienced higher than expected medical costs as compared to the assumptions used in our pricing for 2015 primarily due to lower-than-expected 2015 Medicare Advantage financial claim recovery levels and lower-than-anticipated reductions in inpatient admissions. In addition, medical claims associated with certain individual commercial medical products, in particular products compliant with the Health Care Reform Law, exceeded the assumptions used when we set pricing for 2015. We took a number of actions in 2015 to improve the profitability of our individual commercial medical business in 2016. These actions were subject to regulatory restrictions in certain geographies and included premium increases for the 2016 coverage year related generally to the first half of 2015 claims experience, the discontinuation of certain products as well as exit of certain markets for 2016, network improvements, enhancements to claims and clinical processes and

53


administrative cost control. Despite these actions, the deterioration in the second half of 2015 claims experience together with 2016 open enrollment results indicating the retention of many high-utilizing members for 2016 resulted in a probable future loss. As a result of our assessment of the profitability of our individual medical policies compliant with the Health Care Reform Law, in the fourth quarter of 2015, we recorded a provision for probable future losses (premium deficiency reserve) for the 2016 coverage year of $176 million. The increase in benefits expense associated with the recognition of the premium deficiency reserve increased the Retail segment benefit ratio by approximately 40 basis points in 2015.
The Retail segment’s benefits expense for 2015 included the beneficial effect of $228 million in favorable prior-year medical claims reserve development versus $488 million in 2014. This favorable prior-year medical claims reserve development decreased the Retail segment benefit ratio by approximately 50 basis points in 2015 versus approximately 120 basis points in 2014. The year-over-year decline in prior-period medical claims reserve development primarily was due to the impact of lower financial claim recoveries due in part to our gradual implementation during 2014 of inpatient authorization review prior to admission as opposed to post adjudication, as well as higher than expected flu associated claims from the fourth quarter of 2014 and continued volatility in claims associated with individual commercial medical products.
Operating costs
The Retail segment operating cost ratio of 11.2% for 2015 decreased 40 basis points from 2014 primarily reflecting administrative cost efficiencies associated with medical membership growth in the segment and other discretionary cost reductions, partially offset by the increase in the non-deductible health insurance industry fee. The non-deductible health insurance industry fee increased the operating cost ratio by approximately 160 basis points in 2015 as compared to 120 basis points in 2014.2017.

Group Segment
    Change
  2015 2014 Members Percentage
Membership:        
Medical membership:        
Fully-insured commercial group 1,178,300
 1,235,500
 (57,200) (4.6)%
ASO 710,700
 1,104,300
 (393,600) (35.6)%
Military services 3,074,400
 3,090,400
 (16,000) (0.5)%
Total group medical members 4,963,400
 5,430,200
 (466,800) (8.6)%
Group specialty membership (a) 6,068,700
 6,502,700
 (434,000) (6.7)%
(a)Specialty products include dental, vision, and other voluntary benefit products. Members included in these products may not be unique to each product since members have the ability to enroll in multiple products.

54


    Change
  2015 2014 Dollars Percentage
  (in millions)  
Premiums and Services Revenue:        
Premiums:        
Fully-insured commercial group $5,493
 $5,339
 $154
 2.9 %
Group specialty 1,055
 1,098
 (43) (3.9)%
Military services 21
 19
 2
 10.5 %
Total premiums 6,569
 6,456
 113
 1.8 %
Services 698
 763
 (65) (8.5)%
Total premiums and services revenue $7,267
 $7,219
 $48
 0.7 %
Income before income taxes $258
 $151
 $107
 70.9 %
Benefit ratio 80.2% 79.5%   0.7 %
Operating cost ratio 24.0% 26.5%   (2.5)%
Pretax Results
Group segment pretax income increased $107 million, or 70.9%, to $258 million in 2015 primarily reflecting improvement in the operating cost ratio partially offset by an increase in the benefit ratio as discussed below.
Enrollment
Fully-insured commercial group medical membership decreased 57,200 members, or 4.6% from December 31, 2014 reflecting lower membership in both large and small group accounts.
Group ASO commercial medical membership decreased 393,600 members, or 35.6%, from December 31, 2014 to December 31, 2015 primarily due to the loss of certain large group accounts as a result of continued discipline in pricing of services for self-funded accounts amid a highly competitive environment.
Group specialty membership decreased 434,000 members, or 6.7%, from December 31, 2014 to December 31, 2015 primarily due to the loss of certain fully-insured group medical accounts that also had specialty coverage.
Premiums revenue
Group segment premiums increased $113 million, or 1.8%, from 2014 to 2015 primarily due to an increase in fully-insured commercial medical per member premiums partially offset by a net decline in fully-insured commercial medical membership.
Services revenue
Group segment services revenue decreased $65 million, or 8.5%, from 2014 to 2015 primarily due to a decline in group ASO commercial medical membership.
Benefits expense
The Group segment benefit ratio increased 70 basis points from 79.5% in 2014 to 80.2% in 2015 primarily reflecting the impact of higher specialty drug costs, net of rebates, as well as higher outpatient costs and lower prior-period medical claims reserve development, partially offset by an increase in the non-deductible health insurance industry fee included in the pricing of our products.
The Group segment’s benefits expense included the beneficial effect of $7 million in favorable prior-year medical claims reserve development versus $29 million in 2014. This favorable prior-year medical claims reserve development decreased the Group segment benefit ratio by approximately 10 basis points in 2015 versus approximately 40 basis points in 2014. The year-over-year decline in favorable prior-period medical

55


claims reserve development primarily was due to a relatively small number of higher severity claims in the 2015 period associated with prior periods.
Operating costs
The Group segment operating cost ratio of 24.0% for 2015 decreased 250 basis points from 26.5% for 2014, reflecting a decline in our group ASO commercial medical membership which carries a higher operating cost ratio than our fully-insured commercial medical membership, as well as operating cost efficiencies associated with our fully-insured business. Operating cost efficiencies were the result of both sustainable cost reduction initiatives and discretionary reductions. These declines were partially offset by the impact of an increase in the non-deductible health insurance industry fee. The non-deductible health insurance industry fee increased the operating cost ratio by approximately 140 basis points in 2015 as compared to 100 basis points in 2014.

Healthcare Services Segment
    Change
  2015 2014 Dollars Percentage
  (in millions)  
Revenues:        
Services:        
Provider services $515
 $1,147
 $(632) (55.1)%
Home based services 140
 107
 33
 30.8 %
Pharmacy solutions 30
 99
 (69) (69.7)%
Total services revenues 685
 1,353
 (668) (49.4)%
Intersegment revenues:        
Pharmacy solutions 20,551
 16,905
 3,646
 21.6 %
Provider services 1,291
 1,149
 142
 12.4 %
Home based services 875
 585
 290
 49.6 %
Clinical programs 203
 208
 (5) (2.4)%
Total intersegment revenues 22,920
 18,847
 4,073
 21.6 %
Total services and intersegment revenues $23,605
 $20,200
 $3,405
 16.9 %
Income before income taxes $981
 $738
 $243
 32.9 %
Operating cost ratio 95.2% 95.6%   (0.4)%
Pretax results
Healthcare Services segment pretax income of $981 million for 2015 increased $243 million, or 32.9%, from 2014 primarily due to higher earnings from our pharmacy solutions and home based services businesses as they serve our growing Medicare membership.
Script Volume
Humana Pharmacy Solutions® script volumes for the Retail and Group segment membership increased to approximately 398 million in 2015, up 21% versus scripts of approximately 329 million in 2014. The increase primarily reflects growth associated with higher average medical membership for 2015 than in 2014.
Services revenue
Services revenue decreased $668 million, or 49.4%, from 2014 to $685 million for 2015 primarily due to the completion of the sale of Concentra on June 1, 2015.

56


Intersegment revenues
Intersegment revenues increased $4.1 billion, or 21.6%, from 2014 to $22.9 billion for 2015 primarily due to growth in our Medicare membership which resulted in higher utilization of our Healthcare Services segment businesses.
Operating costs
The Healthcare Services segment operating cost ratio of 95.2% for 2015 decreased 40 basis points from 95.6% for 2014 primarily due to lower operating costs in our pharmacy business together with discretionary cost reductions across the segment, partially offset by the increasing percentage of pharmacy business associated with lower margin specialty drugs. Improving operating efficiency in the pharmacy business was primarily driven by lower cost of goods associated with increased purchasing scale and lower cost-to-fill primarily due to improvements in technology.

57


Comparison of Results of Operations for 2014 and 2013
Certain financial data on a consolidated basis and for our segments was as follows for the years ended December 31, 2014 and 2013:
Consolidated
    Change
  2014 2013 Dollars Percentage
  
(dollars in millions, except per
common share results)
  
Revenues:        
Premiums:        
Retail $39,452
 $31,922
 $7,530
 23.6 %
Group 6,456
 6,237
 219
 3.5 %
Other Businesses 51
 670
 (619) (92.4)%
Total premiums 45,959
 38,829
 7,130
 18.4 %
Services:        
Retail 39
 18
 21
 116.7 %
Group 763
 735
 28
 3.8 %
Healthcare Services 1,353
 1,350
 3
 0.2 %
Other Businesses 9
 6
 3
 50.0 %
Total services 2,164
 2,109
 55
 2.6 %
Investment income 377
 375
 2
 0.5 %
Total revenues 48,500
 41,313
 7,187
 17.4 %
Operating expenses:        
Benefits 38,166
 32,564
 5,602
 17.2 %
Operating costs 7,639
 6,355
 1,284
 20.2 %
Depreciation and amortization 333
 333
 
  %
Total operating expenses 46,138
 39,252
 6,886
 17.5 %
Income from operations 2,362
 2,061
 301
 14.6 %
Interest expense 192
 140
 52
 37.1 %
Income before income taxes 2,170
 1,921
 249
 13.0 %
Provision for income taxes 1,023
 690
 333
 48.3 %
Net income $1,147
 $1,231
 $(84) (6.8)%
Diluted earnings per common share $7.36
 $7.73
 $(0.37) (4.8)%
Benefit ratio (a) 83.0% 83.9%   (0.9)%
Operating cost ratio (b) 15.9% 15.5%   0.4 %
Effective tax rate 47.2% 35.9%   11.3 %
(a)Represents total benefits expense as a percentage of premiums revenue.
(b)Represents total operating costs, excluding depreciation and amortization, as a percentage of total revenues less investment income.
Summary
Net income was $1.1 billion, or $7.36 per diluted common share, in 2014 compared to $1.2 billion, or $7.73 per diluted common share, in 2013. Net income for 2014 includes expenses of $0.15 per diluted common share associated with a loss on extinguishment of debt for the redemption of certain senior notes in 2014 and net income for 2013 includes benefits expense of $0.99 per diluted common share for reserve strengthening associated with our closed-

58


block of long-term care insurance policies included with Other Businesses as discussed in Note 18 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data as well as the benefit of a reduction in benefits expense in 2013 related to a favorable settlement of contract claims with the DoD. Excluding these items, the increase in net income primarily resulted from higher pretax income in our Healthcare Services segment substantially offset by lower pretax income in our Retail and Group segments. In addition, 2014 was favorably impacted by a lower number of shares used to compute diluted earnings per common share reflecting the impact of share repurchases.
Premiums Revenue
Consolidated premiums increased $7.1 billion, or 18.4%, from 2013 to $46.0 billion for 2014 primarily due to increases in both Retail and Group segment premiums mainly driven by higher average individual and group Medicare Advantage membership as well as higher individual commercial medical membership. In addition, year-over-year comparisons to 2013 were negatively impacted by sequestration which became effective April 1, 2013. Premiums revenue for our Other Businesses declined primarily due to the loss of our Puerto Rico Medicaid contracts effective September 30, 2013.
Services Revenue
Consolidated services revenue increased $55 million, or 2.6%, from 2013 to $2.2 billion for 2014 primarily due to an increase in services revenue in our Retail segment due to the acquisition of American Eldercare in September 2013.
Investment Income
Investment income totaled $377 million for 2014, an increase of $2 million from 2013, as higher average invested balances were partially offset by lower interest rates.
Benefits Expense
Consolidated benefits expense was $38.2 billion for 2014, an increase of $5.6 billion, or 17.2%, from 2013 primarily due to increases in both the Retail and Group segments mainly driven by higher average individual and group Medicare Advantage membership as well as higher individual commercial medical membership. We experienced favorable medical claims reserve development related to prior fiscal years of $518 million in 2014 and $474 million in 2013. These increases in favorable medical claims reserve development primarily resulted from increased membership and better than originally expected utilization across most of our major business lines and increased financial recoveries. The increase in financial recoveries primarily resulted from claim audit process enhancements as well as increased volume of claim audits and expanded audit scope. All lines of business benefited from these improvements.
The consolidated benefit ratio for 2014 was 83.0%, a decrease of 90 basis points from 2013 primarily due to reserve strengthening in 2013 associated with our closed-block of long-term care insurance policies included with Other Businesses as discussed above, as well as the loss of our Medicaid contracts in Puerto Rico effective September 30, 2013 which more than offset higher ratios year-over-year in the Retail and Group segments.
Operating Costs
Our segments incur both direct and shared indirect operating costs. We allocate the indirect costs shared by the segments primarily as a function of revenues. As a result, the profitability of each segment is interdependent.
Consolidated operating costs increased $1,284$958 million, or 20.2%14.6%, from 2017 to $7.5 billion in 2014 compared to 2013 primarily due to costs mandated by2018 reflecting an increase in the Health Care Reform Law, includingRetail and Group and Specialty segments discussed in the non-deductible health insurance industry fee, and investments in health care exchanges and state-based contracts,detailed segment results discussion that follows. These increases were partially offset by a decrease in the Individual Commercial segment operating cost efficiencies.costs.
The consolidated operating cost ratio for 20142018 was 15.9%13.3%, increasing 40100 basis points from 201312.3% in 2017 primarily due to increasesthe reinstatement of the health insurance industry fee in 2018, and long term sustainability investments made in 2018 as a result of the Tax Reform Law. Our long-term sustainability investments include the continuation of investments in our associate workforce, primarily the establishment of an annual incentive program for a broader range of employees, together with additional investments in the communities of our members, technology and our integrated care delivery model to drive more affordable healthcare and better clinical outcomes, and an increase in incentive compensation costs under the expanded program noted above. The ratio was further impacted by the growth in our military services business, which carries a higher operating ratio than our other products, due to the previously disclosed transition to the T2017 East Region contract effective January 1, 2018. These items were partially offset by the favorable impact of significant operating cost efficiencies in 2018 driven by productivity initiatives implemented in 2017, the impact of the charges recorded in 2017 associated with the voluntary and involuntary workforce reduction program, and the favorable year-over-year comparison of the impact of the guaranty fund assessment expense to support policyholder obligations of Penn Treaty in 2017, as well as the exit of the Individual Commercial business effective January 1, 2018, which carried a higher operating cost ratio than our other products. The nondeductible health insurance industry fee impacted the operating cost ratio by approximately 180 basis points in 2018.
Depreciation and Amortization
Depreciation and amortization in 2018 totaled $405 million compared to $378 million in 2017, an increase of 7.1%, primarily due to capital expenditures, the acquisitions of MCCI and FPG, and the write-off of a trade name value reflecting the re-branding of certain provider assets.
Interest Expense
Interest expense was $218 million for 2018 compared to $242 million for 2017, a decrease of $24 million, or 9.9%, primarily as a result of the early redemption of higher rate debt in December 2017.
Income Taxes
Our effective tax rate during 2018 was 18.9% compared to the effective tax rate of 39.1% in 2017. This decrease is primarily due to the Tax Reform Law and the tax benefit resulting from the sale of KMG, partially offset by the impact of the reinstatement of the non-deductible health insurance industry fee in 2018. See Note 11 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data for a complete reconciliation of the federal statutory rate to the effective tax rate.

Retail Segment
    Change
  2018 2017 Members Percentage
Membership:        
Medical membership:        
Individual Medicare Advantage 3,064,000
 2,860,800
 203,200
 7.1 %
Group Medicare Advantage 497,800
 441,400
 56,400
 12.8 %
Medicare stand-alone PDP 5,004,300
 5,308,100
 (303,800) (5.7)%
Total Retail Medicare 8,566,100
 8,610,300
 (44,200) (0.5)%
State-based Medicaid 341,100
 360,100
 (19,000) (5.3)%
Medicare Supplement 254,300
 235,900
 18,400
 7.8 %
Total Retail medical members 9,161,500
 9,206,300
 (44,800) (0.5)%
    Change
  2018 2017 Dollars Percentage
  (in millions)  
Premiums and Services Revenue:        
Premiums:        
Individual Medicare Advantage $35,656
 $32,720
 $2,936
 9.0 %
Group Medicare Advantage 6,103
 5,155
 948
 18.4 %
Medicare stand-alone PDP 3,584
 3,702
 (118) (3.2)%
Total Retail Medicare 45,343
 41,577
 3,766
 9.1 %
State-based Medicaid 2,255
 2,571
 (316) (12.3)%
          Medicare Supplement 510
 478
 32
 6.7 %
Total premiums 48,108
 44,626
 3,482
 7.8 %
Services 11
 10
 1
 10.0 %
Total premiums and services revenue $48,119
 $44,636
 $3,483
 7.8 %
Segment earnings $1,733
 $1,978
 $(245) (12.4)%
Benefit ratio 85.1% 85.6%   (0.5)%
Operating cost ratio 11.1% 9.6%   1.5 %
Segment Earnings
Retail segment earnings were $1.7 billion in 2018, a decrease of $245 million, or 12.4%, compared to 2017 reflecting a higher operating cost ratio in 2018, partially offset by a lower benefit ratio.
Enrollment
Individual Medicare Advantage membership increased 203,200 members, or 7.1%, from December 31, 2017 to December 31, 2018 reflecting net membership additions associated with last year's Annual Election Period, or AEP, for Medicare beneficiaries. For full year 2019, we anticipate net membership growth in our individual Medicare Advantage offerings of 375,000 to 400,000.
Group Medicare Advantage membership increased 56,400 members, or 12.8%, from December 31, 2017 to December 31, 2018 reflecting increased sales to our existing group accounts during last year's AEP for Medicare beneficiaries. For full year 2019, we anticipate net membership growth in our group Medicare Advantage offerings of approximately 30,000.

Medicare stand-alone PDP membership decreased 303,800 members, or 5.7%, from December 31, 2017 to December 31, 2018 reflecting net declines during last year's AEP for Medicare beneficiaries. These declines primarily resulted from the previously disclosed loss of auto assigned members in Florida and South Carolina due to pricing over the CMS low income benchmark and continued membership declines in our Enhanced Plan. In addition, growth in our co-branded Walmart plan was significantly lower than historical levels due to the introduction of additional low-priced competitor offerings in many regions. For the full year 2019, we anticipate a net membership decline in our Medicare stand-alone PDP offerings of 700,000 to 750,000.
State-based Medicaid membership decreased 19,000 members, or 5.3%, from December 31, 2017 to December 31, 2018, primarily driven by our election not to participate in Illinois' Medicaid Integrated Care Program and the Virginia Long Term Support Services contract that replaced the state's previous stand-alone dual eligible demonstration program in December 2017. Year-over-year decline was also impacted by lower membership associated with our Florida Medicaid contract due to overall strengthening economic conditions, partially offset by the addition of members associated with the new Florida Managed Medical Assistance program from the contract phase-in for certain regions that began December 1, 2018.
Premiums revenue
Retail segment premiums increased $3.5 billion, or 7.8%, from 2017 to 2018 primarily reflecting individual and group Medicare Advantage membership growth in last year's AEP as well as increased per-member premiums for certain of the segment's products, partially offset by declines in stand-alone PDP and state-based contracts revenues resulting from year-over-year membership declines discussed above. Average group and individual Medicare Advantage membership increased 7.6% in 2018. Average membership is calculated by summing the ending membership for each month in a period and dividing the result by the number of months in a period. Premiums revenue reflects changes in membership and average per-member premiums. Items impacting average per-member premiums include changes in premium rates as well as changes in the geographic mix of membership, the mix of product offerings, and the mix of benefit plans selected by our membership.
Benefits expense
The Retail segment benefit ratio of 85.1% for 2018 decreased 50 basis points from 2017 primarily due to the reinstatement of the non-deductible health insurance industry fee in 2018 which was contemplated in the pricing and benefit design of our products, partially offset by the unfavorable impact from enhanced 2018 Medicare Advantage member benefits resulting from the investment of the better than expected 2017 individual Medicare Advantage pretax earnings. 2018 was also impacted by a more severe flu season.
The Retail segment’s benefits expense for 2018 included the beneficial effect of $398 million in favorable prior-year medical claims reserve development versus $386 million in 2017. This favorable prior-year medical claims reserve development decreased the Retail segment benefit ratio by approximately 80 basis points in 2018 versus approximately 90 basis points in 2017.
Operating costs
The Retail segment operating cost ratio of 11.1% for 2018 increased 150 basis points from 2017 primarily due to the reinstatement of the health insurance industry fee in 2018 and increase in incentive compensation costs under the expanded program, resulting from the strategic investments made in 2018 as a result of the Tax Reform Law. These items were partially offset by significant operating cost efficiencies in 2018 driven by productivity initiatives implemented in 2017.
The non-deductible health insurance industry fee increased the operating cost ratio by approximately 190 basis points in 2018.

Group and Specialty Segment
    Change
  2018 2017 Members Percentage
Membership:        
Medical membership:        
Fully-insured commercial group 1,004,700
 1,097,700
 (93,000) (8.5)%
ASO 481,900
 458,700
 23,200
 5.1 %
Military services 5,928,600
 3,081,800
 2,846,800
 92.4 %
Total group medical members 7,415,200
 4,638,200
 2,777,000
 59.9 %
Specialty membership (a) 6,072,300
 6,986,000
 (913,700) (13.1)%
(a)Specialty products include dental, vision, voluntary benefit products and other supplemental health benefits and financial protection products. Members included in these products may not be unique to each product since members have the ability to enroll in multiple products.
    Change
  2018 2017 Dollars Percentage
  (in millions)  
Premiums and Services Revenue:        
Premiums:        
Fully-insured commercial group $5,444
 $5,462
 $(18) (0.3)%
Specialty 1,359
 1,310
 49
 3.7 %
Total premiums 6,803
 6,772
 31
 0.5 %
Services 835
 626
 209
 33.4 %
Total premiums and services revenue $7,638
 $7,398
 $240
 3.2 %
Segment earnings $361
 $412
 $(51) (12.4)%
Benefit ratio 79.7% 79.2%   0.5 %
Operating cost ratio 23.6% 21.4%   2.2 %
Segment Earnings
Group and Specialty segment earnings were $361 million in 2018, a decrease of $51 million, or 12.4%, from $412 million in 2017 primarily reflecting higher benefit and operating cost ratios in 2018, partially offset by a favorable year-over-year earnings comparison for our group ASO commercial medical business.
Enrollment
Fully-insured commercial group medical membership decreased 93,000 members, or 8.5% from December 31, 2017 primarily reflecting lower membership in small group accounts due in part to more small group accounts selecting level-funded ASO products in 2018. The portion of group fully-insured commercial medical membership in small group accounts was approximately 61% at December 31, 2018 and 64% at December 31, 2017.
Group ASO commercial medical membership increased 23,200 members, or 5.1%, from December 31, 2017 to December 31, 2018 reflecting more small group accounts selecting level-funded ASO products in 2018, partially offset by the loss of certain large group accounts as a result of continued discipline in pricing of services for self-funded accounts amid a highly competitive environment.
Specialty membership decreased 913,700 members, or 13.1%, from December 31, 2017 to December 31, 2018 primarily resulted from the exit of our voluntary benefits and financial protection lines of business in connection

with the sale of KMG, as well as the loss of some large group accounts offering stand-alone dental and vision products. These decreases were partially offset by an increase in individual dental and vision membership.
Premiums revenue
Group and Specialty segment premiums increased $31 million, or 0.5%, from 2017 to 2018 primarily due to higher stop-loss premiums related to our level funded ASO accounts resulting from membership growth in this product, and higher per-member premiums across the commercial fully-insured business, partially offset by the exit of our voluntary benefits and financial protection lines of business in connection with the sale of KMG, as well as declines in average group fully-insured commercial medical membership.
Services revenue
Group and Specialty segment services revenue increased $209 million, or 33.4%, from 2017 to 2018 as a result of the transition to the TRICARE T2017 East Region contract on January 1, 2018.
Benefits expense
The Group and Specialty segment benefit ratio increased 50 basis points from 79.2% in 2017 to 79.7% in 2018 primarily due to retroactive contractual rate adjustments, membership mix, including the continued migration of healthier groups to level funded ASO products in 2018, and the impact of the exit of our voluntary benefits and financial protection lines of business in connection with the sale of KMG, which carried a very low benefit ratio. These factors were partially offset by the reinstatement of the health insurance industry fee in 2018 which was contemplated in the pricing of our products, and higher favorable prior-period reserve development.
The Group and Specialty segment’s benefits expense included the beneficial effect of $46 million in favorable prior-year medical claims reserve development in 2018 versus $40 million in 2017. This favorable prior-year medical claims reserve development decreased the Group and Specialty segment benefit ratio by approximately 70 basis points in 2018 versus approximately 60 basis points in 2017.
Operating costs
The Group and Specialty segment operating cost ratio of 23.6% for 2018 increased 220 basis points from 21.4% for 2017. These increases primarily were due to the reinstatement of the health insurance industry fee in 2018, growth in our military services business, which carries a higher operating cost ratio than other products within the segment, as a result of the transition to the TRICARE T2017 East Region contract, an increase in incentive compensation costs under the expanded program resulting from the strategic investments made in 2018 as a result of the Tax Reform Law. These items were partially offset by significant operating cost efficiencies driven by productivity initiatives implemented in 2017, and the impact of the exit of our voluntary benefits and financial protection lines of business in connection with the sale of KMG. The non-deductible health insurance industry fee increased the operating cost ratio by approximately 160 basis points in 2018.

Healthcare Services Segment
    Change
  2018 2017 Dollars Percentage
  (in millions)  
Revenues:        
Services:        
Clinical care services $176
 $181
 $(5) (2.8)%
Pharmacy solutions 203
 80
 123
 153.8 %
Provider services 228
 77
 151
 196.1 %
Total services revenues 607
 338
 269
 79.6 %
Intersegment revenues:        
Pharmacy solutions 20,514
 20,881
 (367) (1.8)%
Provider services 1,994
 1,593
 401
 25.2 %
Clinical care services 662
 1,111
 (449) (40.4)%
Total intersegment revenues 23,170
 23,585
 (415) (1.8)%
Total services and intersegment revenues $23,777
 $23,923
 $(146) (0.6)%
Segment earnings $754
 $967
 $(213) (22.0)%
Operating cost ratio 96.3% 95.5%   0.8 %
Segment Earnings
Healthcare Services segment earnings were $754 million in 2018, a decrease of $213 million, or 22.0%, from 2017 primarily due to the impact of the optimization process associated with our chronic care management programs and investments made in 2018 as a result of the Tax Reform Law, partially offset by the impact of Kindred at Home.
Script Volume
Humana Pharmacy Solutions® script volumes for the Retail and Group and Specialty segment membership increased to approximately 440 million in 2018, up 2% versus scripts of approximately 433 million in 2017. The increase primarily reflects growth associated with higher Individual Advantage Medicare membership, partially offset by the decline in stand-alone PDP and Individual Commercial membership.
Services revenue
Services revenue increased $269 million, or 79.6%, from 2017 to $607 million for 2018 primarily due to service revenue growth from our provider services and pharmacy solutions business.
Intersegment revenues
Intersegment revenues decreased $415 million, or 1.8%, from 2017 to $23.2 billion for 2018 primarily due to a decline in pharmacy solutions revenue due to lower stand-alone PDP membership, the loss of intersegment revenues associated with our exit from the Individual commercial business, the result of improving the effectiveness of our chronic care management programs, and the impact to our provider services business of the lower Medicare rates year-over-year in geographies where our provider assets are primarily located. These declines were partially offset by Medicare Advantage membership growth as well as higher intersegment revenues associated with our provider services business reflecting our acquisition of MCCI.

Operating costs
The Healthcare Services segment operating cost ratio of 96.3% for 2018 increased from 95.5% for 2017 primarily due to an increase in incentive compensation costs under the expanded program resulting from the strategic investments made in 2018 as a result of the Tax Reform Law and the lag in operating cost reduction associated with improving the effectiveness of our chronic care management programs as compared to the timing of reduction in revenue. These items were partially offset by significant operating cost efficiencies in 2018 driven by productivity initiatives implemented in 2017.
Individual Commercial Segment
In 2018, our Individual Commercial segment pretax income was $74 million, a decrease of $119 million, from a pretax income of $193 million in 2017 primarily due to the impact of favorable prior-period reserve development from the run-out of this business. We exited this business effective January 1, 2018.
Other Businesses
As previously disclosed, in the third quarter of 2018, we completed the sale of our wholly-owned subsidiary KMG, as discussed further in Note 3 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data in this 2018 Form 10-K.

Comparison of Results of Operations for 2017 and 2016
Certain financial data on a consolidated basis and for our segments was as follows for the years ended December 31, 2017 and 2016:
Consolidated
    Change
  2017 2016 Dollars Percentage
  
(dollars in millions, except per
common share results)
  
Revenues:        
Premiums:        
Retail $44,626
 $43,223
 $1,403
 3.2 %
Group and Specialty 6,772
 6,696
 76
 1.1 %
Individual Commercial 947
 3,064
 (2,117) (69.1)%
Other Businesses 35
 38
 (3) (7.9)%
Total premiums 52,380
 53,021
 (641) (1.2)%
Services:        
Retail 10
 6
 4
 66.7 %
Group and Specialty 626
 643
 (17) (2.6)%
Healthcare Services 338
 310
 28
 9.0 %
Other Businesses 8
 10
 (2) (20.0)%
Total services 982
 969
 13
 1.3 %
Investment income 405
 389
 16
 4.1 %
Total revenues 53,767
 54,379
 (612) (1.1)%
Operating expenses:        
Benefits 43,496
 45,007
 (1,511) (3.4)%
Operating costs 6,567
 7,173
 (606) (8.4)%
Merger termination fee and related costs, net (936) 104
 (1,040) (1,000.0)%
Depreciation and amortization 378
 354
 24
 6.8 %
Total operating expenses 49,505
 52,638
 (3,133) (6.0)%
Income from operations 4,262
 1,741
 2,521
 144.8 %
Interest expense 242
 189
 53
 28.0 %
Income before income taxes 4,020
 1,552
 2,468
 159.0 %
Provision for income taxes 1,572
 938
 634
 67.6 %
Net income $2,448
 $614
 $1,834
 298.7 %
Diluted earnings per common share $16.81
 $4.07
 $12.74
 313.0 %
Benefit ratio (a) 83.0% 84.9%   (1.9)%
Operating cost ratio (b) 12.3% 13.3%   (1.0)%
Effective tax rate 39.1% 60.5%   (21.4)%
(a)Represents total benefits expense as a percentage of premiums revenue.
(b)Represents total operating costs, excluding depreciation and amortization, as a percentage of total revenues less investment income.


Summary

Net income was $2.4 billion, or $16.81 per diluted common share, in 2017 compared to $614 million, or $4.07 per diluted common share, in 2016. Net income in 2017 includes a net gain of $4.31 per diluted common share associated with the terminated Merger Agreement consisting primarily of the break-up fee, and the beneficial effect of the lower effective tax rate in light of pricing and benefit design assumptions with the temporary suspension of the health insurance industry fee of $2.15 per diluted common share, excluding the Individual Commercial business impact. The year-over-year comparison was also favorably impacted by a write-off of $2.43 per diluted common share in receivables associated with the commercial risk corridor premium stabilization program, and the reserve strengthening for our non-strategic closed block of long-term care insurance business of $2.11 per common diluted share recorded in 2016. These items were partially offset by the impact of the tax reform law enacted on December 22, 2017, or the Tax Reform Law, which resulted in the reduction of our net income due to the remeasurement of deferred tax assets at lower enacted corporate tax rates of $0.92 per diluted common share, $0.64 per common diluted share in charges associated with both voluntary and involuntary workforce reduction programs in 2017, as well as the estimated guaranty fund assessment expense to support the policyholder obligations of Penn Treaty (an unaffiliated long-term care insurance company) of $0.24 per diluted common share. Excluding the impacts of the items above, the increase in net income primarily was due to year-over-year improvements in earnings for our Individual Commercial, Retail, and Group and Specialty segments, partially offset by lower earnings in the Healthcare Services segment.
Premiums Revenue
Consolidated premiums decreased $641 million, or 1.2%, from 2016 to $52.4 billion for 2017 primarily due to lower premiums in the Individual Commercial segment, partially offset by higher premiums in the Retail segment, primarily resulting from growth in our Medicare Advantage business, and higher premiums in the Group and Specialty segment, as discussed in the detailed segment results discussion that follows.
Services Revenue
Consolidated services revenue increased $13 million, or 1.3%, from 2016 for 2017 primarily due to an increase in services revenue in the Healthcare Services segment, partially offset by a decrease in services revenue in the Group and Specialty segment as discussed in the detailed segment results discussion that follows.
Investment Income
Investment income totaled $405 million for 2017, increasing $16 million, or 4.1%, from 2016, primarily due to higher average invested balances and interest rates in 2017, partially offset by lower realized capital gains.
Benefits Expense
Consolidated benefits expense was $43.5 billion for 2017, a decrease of $1.5 billion, or 3.4%, from 2016 reflecting $505 million in incremental benefits expense for the reserve strengthening in our non-strategic closed block of long-term care insurance policies recorded in 2016. Excluding the long-term care reserve strengthening in 2016, the decrease primarily was due to a decrease in the Individual Commercial segment benefits expense, partially offset by an increase in the Retail and Group and Specialty segments benefits expense as discussed in the detailed segment results discussion that follows. As more fully described herein under the section entitled “Benefits Expense Recognition”, actuarial standards require the use of assumptions based on moderately adverse experience, which generally results in favorable reserve development, or reserves that are considered redundant. We experienced favorable medical claims reserve development related to prior fiscal years of $483 million in 2017 and $582 million in 2016.
The consolidated benefit ratio for 2017 was 83.0%, a decrease of 190 basis points from 2016 primarily due to the same factors impactingincremental benefits expense in 2016 for the reserve strengthening in our non-strategic closed block of long-term care insurance policies. Excluding the impact of the above, the decrease in the consolidated benefit ratio primarily was due to the decrease in the Individual Commercial segment benefit ratio, partially offset by the increase in the Retail and Group and Specialty segment benefit ratio as discussed in the segment results of operation discussion that follows. Favorable prior-period medical claims reserve development decreased the consolidated benefit ratio by approximately 90 basis points in 2017 versus approximately 110 basis points in 2016.


Operating Costs
Our segments incur both direct and shared indirect operating costs. We allocate the indirect costs shared by the segments primarily as a function of revenues. As a result, the profitability of each segment is interdependent.
Consolidated operating costs decreased $606 million, or 8.4%, from 2016 to $6.6 billion in 2017 primarily due to the temporary suspension of the health insurance industry fee for the calendar year 2017 and lower Individual Commercial membership. This was partially offset by charges associated with both voluntary and involuntary workforce reduction programs, an increase in employee compensation costs resulting from the continued strong performance, increased spending associated with the Medicare Annual Election Period, or AEP, as well as the estimated guaranty fund assessment expense recorded to support the policyholder obligations of Penn Treaty (an unaffiliated long-term care insurance company).
The consolidated operating cost ratio for 2017 was 12.3%, decreasing 100 basis points from 2016 primarily due to the temporary suspension of the health insurance industry fee for the calendar year 2017, the write-off of receivables associated with the commercial risk corridor premium stabilization program in 2016, as well as operating cost efficiencies, partially offset by the loss of scale efficiency from market exits in the 2017 period associated with the Individual Commercial product, the estimated charges associated with both voluntary and involuntary workforce reduction programs recorded in 2017, increased employee compensation costs resulting from the continued strong performance, as described above.well as the impact of the estimated guaranty fund assessment expense recorded to support the policyholder obligations of Penn Treaty (an unaffiliated long-term care insurance company). The non-deductible health insurance industry fee impacted the operating cost ratio by 170 basis points in 2016.

59


Depreciation and Amortization
Depreciation and amortization for 2014 totaled $3332017 of $378 million was relatively unchanged from 2013.2016.
Interest Expense
Interest expense was $192$242 million for 20142017 compared to $140$189 million for 2013,2016, an increase of $52$53 million, or 37.1%. In September 2014, we issued $40028.0% due to the issuance of $1.8 billion in senior notes, a portion of the proceeds which were used to redeem $800 million of 2.625% senior notes due October 1, 2019, $600 million of 3.85% senior notes due October 1, 2024 and $750 million of 4.95% senior notes due October 1, 2044. In October 2014, we redeemed the $500 million 6.45% senior unsecured notes due June 1, 2016, at 100% of the principal amount plus applicable premium for early redemption and accrued and unpaid interestscheduled to the redemption date,mature in 2018. We recognized a loss on extinguishment of debt of approximately $37$17 million in October 2014December 2017 for the redemption of these notes.senior notes, which is included in interest expense.
Income Taxes
Our effective tax rate during 20142017 was 47.2%39.1% compared to the effective tax rate of 35.9%60.5% in 2013. The non-deductible nature2016 primarily reflecting the suspension of the annual health insurance industry fee levied onin 2017, as well as previously non-deductible transaction costs that, as a result of termination of the insurance industry beginningMerger Agreement, became deductible for tax purposes and were recorded as such in 2014 as mandatedthe first quarter of 2017, partially offset by the Health CareTax Reform Law, which increased our effective tax rate by approximately 9.4 percentage pointsdue to the remeasurement of deferred tax assets at lower enacted corporate tax rates. See Note 11 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data for 2014.a complete reconciliation of the federal statutory rate to the effective tax rate.








Retail Segment
   Change   Change
 2014 2013 Members Percentage 2017 2016 Members Percentage
Membership:                
Medical membership:                
Individual Medicare Advantage 2,427,900
 2,068,700
 359,200
 17.4% 2,860,800
 2,837,600
 23,200
 0.8 %
Group Medicare Advantage 489,700
 429,100
 60,600
 14.1% 441,400
 355,400
 86,000
 24.2 %
Medicare stand-alone PDP 3,994,000
 3,275,900
 718,100
 21.9% 5,308,100
 4,951,400
 356,700
 7.2 %
Total Retail Medicare 6,911,600
 5,773,700
 1,137,900
 19.7% 8,610,300
 8,144,400
 465,900
 5.7 %
Individual commercial (a) 1,148,100
 600,100
 548,000
 91.3%
State-based Medicaid 316,800
 85,500
 231,300
 270.5% 360,100
 388,100
 (28,000) (7.2)%
Medicare Supplement 235,900
 218,800
 17,100
 7.8 %
Total Retail medical members 8,376,500
 6,459,300
 1,917,200
 29.7% 9,206,300
 8,751,300
 455,000
 5.2 %
Individual specialty membership (b) 1,165,800
 1,042,500
 123,300
 11.8%
    Change
  2017 2016 Dollars Percentage
  (in millions)  
Premiums and Services Revenue:        
Premiums:        
Individual Medicare Advantage $32,720
 $31,863
 $857
 2.7 %
Group Medicare Advantage 5,155
 4,283
 872
 20.4 %
Medicare stand-alone PDP 3,702
 4,009
 (307) (7.7)%
Total Retail Medicare 41,577
 40,155
 1,422
 3.5 %
State-based Medicaid 2,571
 2,640
 (69) (2.6)%
          Medicare Supplement 478
 $428
 50
 11.7 %
Total premiums 44,626
 43,223
 1,403
 3.2 %
Services 10
 6
 4
 66.7 %
Total premiums and services revenue $44,636
 $43,229
 $1,407
 3.3 %
Segment earnings $1,978
 $1,690
 $288
 17.0 %
Benefit ratio 85.6% 85.1%   0.5 %
Operating cost ratio 9.6% 10.8%   (1.2)%
Segment Earnings
Retail segment earnings were $2.0 billion in 2017, an increase of $288 million, or 17.0%, compared to 2016 primarily driven by the year-over-year improvement in our Medicare Advantage business.
Enrollment
Individual Medicare Advantage membership increased 23,200 members, or 0.8%, from December 31, 2016 to December 31, 2017 reflecting net membership additions for Medicare beneficiaries including the effect of planned market and product exits in 2017. We decided certain markets and/or products were not meeting long term strategic and financial objectives. Additionally, membership growth was muted due to competitive actions including the uncertainty associated with the then-pending Merger transaction during last year's AEP.
Group Medicare Advantage membership increased 86,000 members, or 24.2%, from December 31, 2016 to December 31, 2017 reflecting the addition of a large account in January 2017.

Medicare stand-alone PDP membership increased 356,700 members, or 7.2%, from December 31, 2016 to December 31, 2017 reflecting net membership additions, primarily for our Humana-Walmart plan offering, for the 2017 plan year.
State-based Medicaid membership decreased 28,000 members, or 7.2%, from December 31, 2016 to December 31, 2017 primarily driven by lower membership associated with our Florida contracts resulting from network realignments.
Premiums revenue
Retail segment premiums increased $1.4 billion, or 3.2%, from 2016 to 2017 primarily due to Medicare Advantage membership growth and increased per-member premiums for certain of the segment's products. Average group and individual Medicare Advantage membership increased 3.4% in 2017. Average membership is calculated by summing the ending membership for each month in a period and dividing the result by the number of months in a period. Premiums revenue reflects changes in membership and average per-member premiums. Items impacting average per-member premiums include changes in premium rates as well as changes in the geographic mix of membership, the mix of product offerings, and the mix of benefit plans selected by our membership.
Benefits expense
The Retail segment benefit ratio of 85.6% for 2017 increased 50 basis points from 2016 primarily due to the impact of the temporary suspension of the health insurance industry fee for calendar year 2017 which was contemplated in the pricing and benefit design of our products, margin compression associated with the competitive environment in the group Medicare Advantage business and slightly lower favorable prior-period medical claims reserve development. These increases were partially offset by the impact of planned exits from certain Medicare Advantage markets that carried a higher benefit ratio than other markets as well as lower than expected medical costs as compared to the assumptions used in the pricing of our individual Medicare Advantage business.
The Retail segment’s benefits expense for 2017 included the beneficial effect of $386 million in favorable prior-year medical claims reserve development versus $429 million in 2016. This favorable prior-year medical claims reserve development decreased the Retail segment benefit ratio by approximately 90 basis points in 2017 versus approximately 100 basis points in 2016.
Operating costs
The Retail segment operating cost ratio of 9.6% for 2017 decreased 120 basis points from 2016 primarily due to the temporary suspension of the health insurance industry fee for calendar year 2017, partially offset by increased spending associated with AEP, investments in our integrated care delivery model, and the increase in employee compensation costs resulting from the continued strong performance. The non-deductible health insurance industry fee increased the operating cost ratio by approximately 170 basis points in 2016.








Group and Specialty Segment
    Change
  2017 2016 Members Percentage
Membership:        
Medical membership:        
Fully-insured commercial group 1,097,700
 1,136,000
 (38,300) (3.4)%
ASO 458,700
 573,200
 (114,500) (20.0)%
Military services 3,081,800
 3,084,100
 (2,300) (0.1)%
Total group medical members 4,638,200
 4,793,300
 (155,100) (3.2)%
Specialty membership (a) 6,986,000
 6,961,200
 24,800
 0.4 %
(a)Individual commercial medical membership includes Medicare Supplement members.
(b)Specialty products include dental, vision, voluntary benefit products and other supplemental health and financial protection products. Members included in these products may not be unique to each product since members have the ability to enroll in multiple products.


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   Change   Change
 2014 2013 Dollars Percentage 2017 2016 Dollars Percentage
 (in millions)   (in millions)  
Premiums and Services Revenue:                
Premiums:                
Individual Medicare Advantage $25,782
 $22,481
 $3,301
 14.7 %
Group Medicare Advantage 5,490
 4,710
 780
 16.6 %
Medicare stand-alone PDP 3,404
 3,033
 371
 12.2 %
Total Retail Medicare 34,676
 30,224
 4,452
 14.7 %
Individual commercial 3,265
 1,160
 2,105
 181.5 %
State-based Medicaid 1,255
 328
 927
 282.6 %
Individual specialty 256
 210
 46
 21.9 %
Fully-insured commercial group $5,462
 $5,405
 $57
 1.1 %
Specialty 1,310
 1,279
 31
 2.4 %
Military services 
 12
 (12) (100.0)%
Total premiums 39,452
 31,922
 7,530
 23.6 % 6,772
 6,696
 76
 1.0 %
Services 39
 18
 21
 116.7 % 626
 643
 (17) (2.6)%
Total premiums and services revenue $39,491
 $31,940
 $7,551
 23.6 % $7,398
 $7,339
 $59
 0.8 %
Income before income taxes $1,339
 $1,490
 $(151) (10.1)% $412
 $344
 $68
 19.8 %
Benefit ratio 84.9% 85.1%   (0.2)% 79.2% 78.2%   1.0 %
Operating cost ratio 11.6% 10.1%   1.5 % 21.4% 23.5%   (2.1)%
Pretax ResultsSegment Earnings
RetailGroup and Specialty segment pretax income was $1.3 billionearnings were $412 million in 2014, a decrease2017, an increase of $151$68 million, or 10.1%19.8%, compared to 2013from $344 million in 2016 primarily driven by investment spending for health care exchanges and state-based contracts andreflecting the impact of higher specialty prescription drug costspretax earnings associated with a new treatment for Hepatitis C, partially offset by Medicare Advantage and individualour fully-insured commercial business as well as higher earnings from our military services business resulting from higher performance incentives earned under the TRICARE contract.
Enrollment
Fully-insured commercial group medical membership decreased 38,300 members, or 3.4% from December 31, 2016 reflecting lower membership in small group accounts due in part to more small group accounts selecting ASO products in 2017.
Group ASO commercial medical membership growth as well as increased membership in our clinical programs.
Enrollment
Individual Medicare Advantage membership increased 359,200decreased 114,500 members, or 17.4%20.0%, from December 31, 20132016 to December 31, 2014 reflecting net membership additions, particularly2017 primarily due to the loss of certain large group accounts as a result of continued discipline in pricing of services for our HMO offerings, for the 2014 plan year.self-funded accounts amid a highly competitive environment, partially offset by more small group accounts selecting ASO products in 2017.
Fully-insured group Medicare AdvantageSpecialty membership increased 60,60024,800 members, or 14.1%0.4%, from December 31, 20132016 to December 31, 20142017 primarily due to the addition of a new large group account.strong growth in vision products marketed to employer groups.
Medicare stand-alone PDP membership increased 718,100 members, or 21.9%, from December 31, 2013 to December 31, 2014 reflecting net membership additions, primarily for our Humana-Walmart plan offering, for the 2014 plan year.
Individual commercial medical membership increased 548,000 members, or 91.3%, from December 31, 2013 to December 31, 2014 primarily reflecting new sales, both on-exchange and off-exchange, of plans compliant with the Health Care Reform Law.
State-based Medicaid membership increased 231,300 members, or 270.5%, from December 31, 2013 to December 31, 2014 primarily driven by the addition of members under our Florida Medicaid and Florida Long-Term Support Services contracts as well as 18,300 dual eligible members from state-based contracts in Virginia and Illinois.
Individual specialty membership increased 123,300 members, or 11.8%, from December 31, 2013 to December 31, 2014 primarily driven by increased membership in dental and vision offerings.

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Premiums revenue
RetailGroup and Specialty segment premiums increased $7.5 billion,$76 million, or 23.6%1.1%, from 20132016 to 20142017 primarily due to membership growth across all lines of business, particularly for our Medicare Advantage, individualan increase in group fully-insured commercial medical primarily on the health care exchanges,per-member premiums, partially offset by a decline in average group fully-insured commercial medical membership.
Services revenue
Group and state-based Medicaid businesses. Individual Medicare Advantage average membership increased 16.6% in 2014. Individual Medicare Advantage per member premiumsSpecialty segment services revenue decreased approximately 1.7% in 2014 compared$17 million, or 2.6%, from 2016 to 2013,2017 primarily due to Medicare rate reductions anda decline in revenue in our group ASO commercial medical business mainly due to membership declines partially offset by higher revenue from our military services business resulting from higher performance incentives earned under the impact of sequestration which became effective on April 1, 2013.TRICARE contract.
Benefits expense
The RetailGroup and Specialty segment benefit ratio of 84.9% for 2014 decreased 20increased 100 basis points from 201378.2% in 2016 to 79.2% in 2017 primarily due to increased membership in our clinical programs and the inclusionimpact of the temporary suspension of the health insurance industry fee for calendar year 2017 which was contemplated in the pricing of our products,products. The increase was further impacted by an increased proportion of small group members transitioning to community rated plans that carry a higher benefit ratio. These increases were partially offset by higher specialty prescription drug costslower utilization for the fully-insured commercial medical business in 2017, primarily associated with a new treatment for Hepatitis C, higher planned clinical investment spending, and higher benefit ratios associated with members from state-based contracts.the large group business.
The RetailGroup and Specialty segment’s benefits expense for 2014 included the beneficial effect of $488$40 million in favorable prior-year medical claims reserve development in 2017 versus $428$46 million in 2013. This favorable prior-year medical claims reserve development decreased the Retail segment benefit ratio by approximately 120 basis points in 2014 versus approximately 130 basis points in 2013.
Operating costs
The Retail segment operating cost ratio of 11.6% for 2014 increased 150 basis points from 2013 primarily due to the non-deductible health insurance industry fee mandated by the Health Care Reform Law and investment spending for health care exchanges and state-based contracts, partially offset by scale efficiencies from Medicare and individual commercial medical membership growth.

Group Segment
    Change
  2014 2013 Members Percentage
Membership:        
Medical membership:        
Fully-insured commercial group 1,235,500
 1,237,000
 (1,500) (0.1)%
ASO 1,104,300
 1,162,800
 (58,500) (5.0)%
Military services 3,090,400
 3,101,800
 (11,400) (0.4)%
Total group medical members 5,430,200
 5,501,600
 (71,400) (1.3)%
Group specialty membership (a) 6,502,700
 6,780,800
 (278,100) (4.1)%
(a)Specialty products include dental, vision, and voluntary benefit products. Members included in these products may not be unique to each product since members have the ability to enroll in multiple products.

62


    Change
  2014 2013 Dollars Percentage
  (in millions)  
Premiums and Services Revenue:        
Premiums:        
Fully-insured commercial group $5,339
 $5,117
 $222
 4.3 %
Group specialty 1,098
 1,095
 3
 0.3 %
Military services 19
 25
 (6) (24.0)%
Total premiums 6,456
 6,237
 219
 3.5 %
Services 763
 735
 28
 3.8 %
Total premiums and services revenue $7,219
 $6,972
 $247
 3.5 %
Income before income taxes $151
 $240
 $(89) (37.1)%
Benefit ratio 79.5% 77.7%   1.8 %
Operating cost ratio 26.5% 26.5%    %
Pretax Results
Group segment pretax income decreased $89 million, or 37.1%, to $151 million in 2014 primarily reflecting higher utilization, mainly due to higher specialty prescription drug costs associated with a new treatment for Hepatitis C, as well as the continuing impact of transitional policy changes which allowed individuals to remain in plans not compliant with the Health Care Reform Law.
Enrollment
Fully-insured commercial group medical membership decreased 1,500 members, or 0.1% from December 31, 2013 as an increase in small group business membership was generally offset by lower membership in large group accounts. Approximately 65% of our fully-insured commercial group medical membership was in small group accounts at December 31, 2014 compared to 61% at December 31, 2013.
Group ASO commercial medical membership decreased 58,500 members, or 5.0%, from December 31, 2013 to December 31, 2014 primarily due to continued pricing discipline in a highly competitive environment for self-funded accounts.
Group specialty membership decreased 278,100 members, or 4.1%, from December 31, 2013 to December 31, 2014 primarily due to declines in dental and vision membership related to our planned discontinuance of certain unprofitable product distribution partnerships.
Premiums revenue
Group segment premiums increased $219.0 million, or 3.5%, from 2013 to 2014 primarily due to higher fully-insured commercial group medical premiums per member that more than offset a slight decline in total membership for this segment.
Benefits expense
The Group segment benefit ratio increased 180 basis points from 77.7% in 2013 to 79.5% in 2014 primarily due to higher utilization, mainly due to higher specialty prescription drug costs associated with a new treatment for Hepatitis C, as well as the continuing impact of transitional policy changes, partially offset by the inclusion of the health insurance industry fee and other fees mandated by the Health Care Reform Law in our pricing.
The Group segment’s benefits expense included the beneficial effect of $29 million in favorable prior-year medical claims reserve development versus $42 million in 2013.2016. This favorable prior-year medical claims reserve development decreased the Group and Specialty segment benefit ratio by approximately 4060 basis points in 20142017 versus approximately 70 basis points in 2013.2016.

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Operating costs
The Group and Specialty segment operating cost ratio of 26.5% was unchanged21.4% for 2017 decreased 210 basis points from 2013, reflecting23.5% for 2016, primarily due to the impacttemporary suspension of the health insurance industry fee for calendar year 2017 as well as operating cost efficiencies, partially offset by an increase in employee compensation costs resulting from the continued strong performance. The non-deductible health insurance industry fee and other fees mandated byincreased the Health Care Reform Law as well as a higher percentage of small group commercial business which carries a higher operating cost ratio than large group business, offset by operating cost efficiencies.approximately 150 basis points in 2016.

Healthcare Services Segment
   Change   Change
 2014 2013 Dollars Percentage 2017 2016 Dollars Percentage
 (in millions)   (in millions)  
Revenues:                
Services:                
Clinical care services $181
 $201
 $(20) (10.0)%
Provider services $1,147
 $1,195
 $(48) (4.0)% 77
 78
 (1) (1.3)%
Home based services 107
 94
 13
 13.8 %
Pharmacy solutions 99
 59
 40
 67.8 % 80
 31
 49
 158.1 %
Clinical programs 
 2
 (2) (100.0)%
Total services revenues 1,353
 1,350
 3
 0.2 % 338
 310
 28
 9.0 %
Intersegment revenues:                
Pharmacy solutions 16,905
 13,079
 3,826
 29.3 % 20,881
 21,952
 (1,071) (4.9)%
Provider services 1,149
 1,102
 47
 4.3 % 1,593
 1,677
 (84) (5.0)%
Home based services 585
 326
 259
 79.4 %
Clinical programs 208
 186
 22
 11.8 %
Clinical care services 1,111
 1,343
 (232) (17.3)%
Total intersegment revenues 18,847
 14,693
 4,154
 28.3 % 23,585
 24,972
 (1,387) (5.6)%
Total services and intersegment revenues $20,200
 $16,043
 $4,157
 25.9 % $23,923
 $25,282
 $(1,359) (5.4)%
Income before income taxes $738
 $520
 $218
 41.9 % $967
 $1,096
 $(129) (11.8)%
Operating cost ratio 95.6% 95.8%   (0.2)% 95.5% 95.2%   0.3 %
Pretax resultsSegment Earnings
Healthcare Services segment pretax incomeearnings of $738$967 million for 2014 increased $2182017, a decrease of $129 million, or 11.8%, from 2013. The increase is2016 primarily due to a declinethe impact of the optimization process associated with our chronic care management programs, as well as lower earnings in the operating cost ratioour provider services business reflecting lower Medicare rates year-over-year in 2014 on a revenue base that reflects growth fromgeographies where our provider assets are primarily located. The reductions in pharmacy solutions and home based services businesses as they serve our growing Medicare membership.intersegment revenues were offset by similar reductions in operating costs associated with the pharmacy solutions business.
Script Volume
Humana Pharmacy Solutions® script volumes for the Retail and Group and Specialty segment membership increased to approximately 329433 million in 2014,2017, up 20%2% versus scripts of approximately 274426 million in 2013.2016. The increase primarily reflects growth associated with higher average medicalMedicare membership for 20142017 than in 2013.2016, partially offset by the decline in Individual Commercial membership.
Services revenue
Services revenue for 2014 were relatively unchanged from 2013, increasing $3increased $28 million, or 0.2%9.0%, from 2016 to $1.4 billion$338 million for 2014.2017 primarily due to service revenue growth from our pharmacy solutions business.

64


Intersegment revenues
Intersegment revenues increased $4.2decreased $1.4 billion, or 28.3%5.6%, from 20132016 to $18.8$23.6 billion for 20142017 primarily due to care management programs discussed previously, as well as lower revenue in our provider services business reflecting lower Medicare rates year-over-year in geographies where our provider assets are primarily located. Our pharmacy solutions business revenues were impacted by improvements in net pharmacy costs driven by our pharmacy benefit manager and an increase in the generic dispensing rate. These items were partially offset by higher year-over-year script volume from growth in our Medicare Advantage and standalone PDP membership, which resulted inpartially offset by the impact of lower Individual Commercial membership. Our generic dispensing rate improved to 91.3% during 2017 from 90.5% during 2016. The higher utilization ofgeneric dispensing rate

reduced revenues (and operating costs) for our pharmacy solutions and home based services businesses.business as generic drugs are generally priced lower than branded drugs.
Operating costs
The Healthcare Services segment operating cost ratio of 95.6%95.5% for 2014 decreased 20 basis points2017 was relatively unchanged from 95.8%95.2% for 2013 primarily due to an improvement in the ratio for2016.
Individual Commercial Segment
As announced on February 14, 2017, we exited our pharmacy solutionsIndividual Commercial medical business partially offset byJanuary 1, 2018.
In 2017, our investment in home based services and other businesses across the segment.
Other Businesses
Our Other BusinessesIndividual Commercial segment pretax income was $193 million, an increase of $1 million for 2014 compared to$1.1 billion, from a pretax loss of $289$869 million in 2016 primarily due to the exit of certain markets in 2017, and per-member premium increases, as well as the reduction of premiums related to the write-off of receivables associated with the commercial risk corridor premium stabilization program.
Individual commercial medical membership decreased 526,000 members, or 80.3%, from December 31, 2016 to December 31, 2017 reflecting the decline in the number of counties we offered on-exchange coverage and the discontinuance of offering off-exchange products.
The Individual Commercial segment benefit ratio of 57.4% for 2013. 2017decreasedfrom 107.7% in 2016 primarily due to the reduction of premiums related to the write-off of receivables associated with the commercial risk corridor premium stabilization program, as well as the planned exits in 2017 in certain markets that carried a higher benefit ratio and per-member premium increases.
The pretaxIndividual Commercial segment operating cost ratio of 21.2% for 2017increased160 basis points from 2016 primarily due to the loss of scale efficiency from market exits in 2013 included net2017, partially offset by the write-off of receivables associated with the commercial risk corridor premium stabilization program and the temporary suspension of the health insurance industry fee for calendar year 2017.
Other Businesses
As previously disclosed, in the fourth quarter of 2016, we increased future policy benefits expense of $243by approximately $505 million for reserve strengthening forassociated with our closed-blockclosed block of long-term care insurance policiespolicies. This increase primarily was driven by emerging experience indicating longer claims duration, a prolonged lower interest rate environment, and an increase in policyholder life expectancies as discussed further discussed in Note 18 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data. Year-over-year comparisons also reflect the loss of our Medicaid contractsData in Puerto Rico effective September 30, 2013.this 2018 Form 10-K.
Liquidity
The Merger Agreement includes customary restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our business in the ordinary course and subjecting us to a variety of specified limitations absent Aetna’s prior written consent. Historically, our primary sources of cash have included receipts of premiums, services revenue, and investment and other income, as well as proceeds from the sale or maturity of our investment securities, borrowings, and proceeds from sales of businesses. Our primary uses of cash historically have included disbursements for claims payments, operating costs, interest on borrowings, taxes, purchases of investment securities, acquisitions, capital expenditures, repayments on borrowings, dividends, and share repurchases. Because premiums generally are collected in advance of claim payments by a period of up to several months, our business normally should produce positive cash flows during periods of increasing premiums and enrollment. Conversely, cash flows would be negatively impacted during periods of decreasing premiums and enrollment. From period to period, our cash flows may also be affected by the timing of working capital items including premiums receivable, benefits payable, and other receivables and payables. Our cash flows are impacted by the timing of payments to and receipts from CMS associated with Medicare Part D subsidies for which we do not assume risk. The use of operating cash flows may be limited by regulatory requirements of state departments of insurance (or comparable state regulators) which require, among other items, that our regulated subsidiaries maintain minimum levels of capital and seek approval before paying dividends from the subsidiaries to the parent. Our use of operating cash flows derived from our non-insurance subsidiaries, such as in our Healthcare Services segment, is generally not restricted by state departments of insurance (or comparable state regulators).
The effect of the commercial risk adjustment, risk corridor, and reinsurance provisions of the Health Care Reform Law impact the timing of our operating cash flows, as we build receivables for each coverage year that are expected to be collected in subsequent coverage years. On June 30, 2015 we received notification from CMS of risk adjustment and reinsurance settlement amounts for 2014. During 2015, we collected $392 million net for risk adjustment and reinsurance recoverable settlements associated with the 2014 coverage year. In addition, during 2015, we received our interim settlement associated with our risk corridor receivables for the 2014 coverage year. The interim settlement, representing only 12.6% of risk corridor receivables for the 2014 coverage year, was funded by HHS in accordance with previous guidance, utilizing funds HHS collected from us and other carriers under the 2014 risk corridor program. We collected $25 million net of payments for risk corridor associated with the 2014 coverage year during 2015. HHS provided guidance under the three year risk corridor program that future collections will first be applied to any shortfalls from previous coverage years before application to current year obligations. Risk corridor payables to issuers are obligations of the United States Government under the Health Care Reform law which requires the Secretary of HHS to make full payments to issuers. In the event of a shortfall at the end of the three year program, HHS has asserted it will explore other sources of funding for risk corridor payments, subject to the availability of appropriations. The

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remaining net receivable balance associated with the 3Rs was approximately $982 million at December 31, 2015, including $219 million related to the 2014 coverage year, and $679 million at December 31, 2014. Any amounts receivable or payable associated with these risk limiting programs may have an impact on subsidiary liquidity, with any temporary shortfalls funded by the parent company.
For additional information on our liquidity risk, please refer to Item 1A. – Risk Factors in this 20152018 Form 10-K.
Cash and cash equivalents increaseddecreased to $2.6$2.3 billion at December 31, 20152018 from $1.9$4.0 billion at December 31, 2014.2017. The change in cash and cash equivalents for the years ended December 31, 2015, 20142018, 2017 and 20132016 is summarized as follows:
 2015 2014 2013
 (in millions)
    Net cash provided by operating activities$868
 $1,618
 $1,716
    Net cash provided by (used in) investing activities320
 (63) (1,182)
    Net cash used in financing activities(552) (758) (702)
Increase (decrease) in cash and cash equivalents$636
 $797
 $(168)
 2018 2017 2016
 (in millions)
    Net cash provided by operating activities$2,173
 $4,051
 $1,936
    Net cash used in investing activities(3,087) (2,941) (1,362)
    Net cash (used in) provided by financing activities(785) (945) 732
(Decrease) increase in cash and cash equivalents$(1,699) $165
 $1,306
Cash Flow from Operating Activities
The change in operating cash flows over the three year period primarily results from the corresponding change in the timing of working capital items, earnings, and enrollment activity as discussed below. The decrease in operating cash flows in 2018 primarily was due to the receipt of the merger termination fee in 2017, net of related expenses and taxes paid, funding the reinsurance of certain voluntary benefit and financial protection products to a third party in connection with the sale of KMG in 2018, and the timing of working capital items as discussed below. items.
The lowerincrease in operating cash flows in 20152017 primarily reflectwas due to the effectreceipt of significant growth in individual commercial medicalthe merger termination fee, net of related expenses and group Medicare Advantage membership in 2014taxes paid, higher earnings and changes in the timing of working capital items related to the growth in our pharmacy business. Operating cash flows for 2014 were favorably impacted and conversely operating cash flows for 2015 were negatively impacted from the typical pattern of claim payments that lagged premium receipts related to new membership in 2014. Individual commercial medical added 548,000 new members in 2014 compared to a decline of 90,400 members in 2015. Likewise, group Medicare Advantage added 60,600 new members in 2014 compared to a decline of 5,600 members in 2015. In addition, 2015 and 2014 operating cash flows were impacted by increased receivables associated with the 3Rs.items.
The most significant drivers of changes in our working capital are typically the timing of payments of benefits expense and receipts for premiums. We illustrate these changes with the following summaries of benefits payable and receivables.

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The detail of benefits payable was as follows at December 31, 2015, 20142018, 2017 and 2013:2016:
      Change      Change
2015 2014 2013 2015 2014 20132018 2017 2016 2018 2017 2016
(in millions)  (in millions)  
IBNR (1)$3,730
 $3,254
 $2,586
 $476
 $668
 $34
$3,361
 $3,154
 $3,422
 $207
 $(268) $(308)
Reported claims in process (2)600
 475
 381
 125
 94
 66
617
 614
 654
 3
 (40) 54
Premium deficiency reserve (3)176
 
 
 176
 
 

 
 
 
 
 (176)
Other benefits payable (4)470
 746
 926
 (276) (180) 14
884
 900
 487
 (16) 413
 17
Total benefits payable$4,976
 $4,475
 $3,893
 501
 582
 114
$4,862
 $4,668
 $4,563
 194
 105
 (413)
Payables from acquisition      
 
 (5)
Payables from disposition





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Change in benefits payable per cash
flow statement resulting in cash
from operations
      $501
 $582
 $109






$252

$105

$(413)
(1)IBNR represents an estimate of benefits payable for claims incurred but not reported (IBNR) at the balance sheet date and includes unprocessed claim inventories. The level of IBNR is primarily impacted by membership levels, medical claim trends and the receipt cycle time, which represents the length of time between when a claim is initially incurred and when the claim form is received (i.e. a shorter time span results in a lower IBNR).
(2)Reported claims in process represents the estimated valuation of processed claims that are in the post claim adjudication process, which consists of administrative functions such as audit and check batching and handling, as well as amounts owed to our pharmacy benefit administrator which fluctuate due to bi-weekly payments and the month-end cutoff.
(3)Premium deficiency reserve recognized in 2015 for our individual commercial medical business compliant with the Health Care Reform Law associated with the 2016 coverage year.
(4)Other benefits payable include amounts owed to providers under capitated and risk sharing arrangements.
The increasesincrease in benefits payable in 2015 and 2014 largely were2018 was primarily due to an increase in IBNR. IBNR, increased during 2015 primarilymainly as a result of individual Medicare Advantage membership growth while during 2014growth. The increase in benefits payable from 2016 to 2017 primarily was due to an increase in the amounts owed to providers under the capitated and risk sharing arrangements. This was partially offset by a decrease in IBNR also increased as a result of individual Medicare Advantage membership growth as well as significant growthprimarily driven by declines in individual commercial medical andmembership in the 2017 period, partially offset by an increase in group Medicare Advantage membership. As discussed previously, our cash flows are impacted by changesBenefits payable decreased in enrollment. In 2014 (the first year plans compliant with2016 primarily due to a decrease in IBNR, as well as the Health Care Reform Law were effective), membership in new fully-insured individual commercial medical plans compliant withapplication of 2016 results to the Health Care Reform Law grew as compared with a decline in membership in these plans in 2015. Similarly, growth in group Medicare Advantage membership in 2014 favorably impacted the 2014 cash flows while a decline in group Medicare Advantage membership in 2015 negatively impacted the 2015 cash flows.
In addition, the increase in benefits payable in 2015 reflects the recognition of a premium deficiency reserve liability recognized in 2015 associated with our individual commercial medical products compliant with the Health Care Reform Law for the 2016 coverage year. An increase in the amount of processed but unpaid claims
IBNR decreased during 2017 and 2016 primarily due to our pharmacy benefit administrator, which fluctuates due to month-end cutoff, also contributed to the benefits payable increasedeclines in each of 2015individual and 2014. These items were partially offset by afully-insured group commercial membership. The decrease in amounts owed to providers under capitated and risk sharing arrangementsIBNR during 2016 was also impacted by declines in both 2015 and 2014, including the disbursement of a portion of our Medicare risk adjustment collections under our contractual obligations associated with our risk sharing arrangements. The increase in benefits payable in 2013 primarily was due to an increase in the amount of processed but unpaid claims due to our pharmacy benefit administrator and an increase in IBNR, primarily as a result ofgroup Medicare Advantage membership growth.membership.

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The detail of total net receivables was as follows at December 31, 2015, 20142018, 2017 and 2013:2016:
       Change
 2015 2014 2013 2015 2014 2013
 (in millions)
Medicare$765
 $664
 $576
 $101
 $88
 $154
Commercial and other420
 381
 219
 39
 162
 59
Military services77
 106
 87
 (29) 19
 28
Allowance for doubtful accounts(101) (98) (71) (3) (27) (24)
Total net receivables$1,161
 $1,053
 $811
 108
 242
 217
Reconciliation to cash flow statement:           
Provision for doubtful accounts      61
 32
 37
Change in receivables acquired,
held-for-sale, or disposed
from sale of business
      11
 (10) (3)
Change in receivables per cash flow
statement resulting in cash from
operations
      $180
 $264
 $251
As disclosed previously, on June 1, 2015, we completed the sale of our wholly owned subsidiary Concentra. Net receivables associated with Concentra were classified as held-for-sale at December 31, 2014 and December 31, 2013 and excluded from the table above for comparative purposes.
       Change
 2018 2017 2016 2018 2017 2016
 (in millions)
Medicare$836
 $511
 $787
 $325
 $(276) $101
Commercial and other135
 273
 579
 (138) (306) 39
Military services123
 166
 32
 (43) 134
 (29)
Allowance for doubtful accounts(79) (96) (118) 17
 22
 (3)
Total net receivables$1,015
 $854
 $1,280
 161
 (426) 108
Reconciliation to cash flow statement:           
Provision for doubtful accounts      36
 20
 39
Change in receivables disposed
from sale of business
      3
 
 11
Change in receivables per cash flow
statement resulting in cash from
operations
      $200
 $(406) $158
Medicare receivables are impacted by changes in revenue growth associated with growth in individual and group Medicare membership andchanges as well as the timing of accruals and related collections associated with the CMS risk-adjustment model.
The increasesdecrease in commercial and other receivables in each of 2015, 2014, and 20132018 as compared to 2017, as well as the decrease in 2017 as compared to 2016, was due primarily are due to growtha decrease in the business. Excluding the effect of classifying Concentra receivables as held-for-sale at December 31, 2014, the increase in commercial and other receivables from 2013 to 2014 is primarily due toour receivable associated with the commercial risk adjustment provision of the Health Care Reform Law which became effective in 2014.Law. This decrease corresponds with our exit from the Individual Commercial business.
Military services receivables at December 31, 2015, 2014,2018, 2017, and 20132016 primarily consist of administrative services only fees owed from the federal government for administrative services provided under our current TRICARE Southcontracts. The 2017 balance also includes transition-in receivables under our T2017 East Region contract.contract collected in 2018.
Many provisions of the Health Care Reform Law became effective in 2014, including the commercial risk adjustment, risk corridor, and reinsurance provisions as well as the non-deductible health insurance industry fee. As discussed previously,The effect of the commercial risk adjustment, risk corridor, and reinsurance provisions of the Health Care Reform law, also known as the 3R's, has impacted our operating cash flows over the last three years, but more significantly in 2017 and 2016 as the temporary risk corridor and reinsurance program provisions phased out in 2016. The timing of payments and receipts associated with these provisions impactimpacted our operating cash flows as we buildbuilt receivables for each coverage year that arewere expected to be collected in subsequent coverage years. The net receivable balanceNet collections under the 3Rs associated with the 3Rs was approximately $982prior coverage years were $8 million at December 31, 2015in 2018, $440 million in 2017 and $679$383 million at December 31, 2014, including certain amounts recorded in receivables as noted above. In 2015, we paid the federal government $867 million for the2016. The annual health insurance industry fee comparedwas suspended for the calendar year 2017, but resumed in calendar year 2018. The annual health insurance industry fee was also suspended for the calendar year 2019 and, under current law, is scheduled to our paymentresume in calendar year 2020. We paid the federal government annual health insurance industry fees of $562$1.04 billion in 2018 and $916 million in 2014.2016.
In addition to the timing of payments of benefits expense, receipts for premiums and services revenues, and amounts due under the risk limiting and health insurance industry fee provisions of the Health Care Reform Law, other items impacting operating cash flows primarily resulted frominclude income tax payments and the timing of working capital related to the growth in our pharmacy and payments for the Medicare Part D risk corridor provisions of our contracts with CMS.payroll cycles.


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Cash Flow from Investing Activities
On June 1, 2015, we completed the sale of Concentra for approximately $1,055 million in cash, excluding approximately $22 million of transaction costs.
Our ongoing capital expenditures primarily relate to our information technology initiatives, support of services in our provider services operations including medical and administrative facility improvements necessary for activities such as the provision of care to members, claims processing, billing and collections, wellness solutions, care

coordination, regulatory compliance and customer service. Total capital expenditures, excluding acquisitions, were $523$612 million in 2015, $5282018, $524 million in 2014,2017, and $441$527 million in 2013.2016.

In 2015,2018, we purchased a $284completed the sale of our wholly-owned subsidiary KMG to CGIC. Upon closing, we funded the transaction with approximately $190 million note receivable directly from a third-party bank syndicate relatedof parent company cash contributed into KMG, subject to customary adjustments, in addition to the financingtransfer of MCCI Holdings, LLC's business as described inapproximately $160 million of statutory capital with the sale. Total cash and cash equivalents, including parent company funding, disposed at the time of sale, was $805 million. See Note 23 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data. The purchaseData
During 2018 we paid cash consideration of this note is included with purchasesapproximately $1.1 billion to acquire a 40% minority interest in Kindred at Home, $169 million to acquire the remaining interest in MCCI, and $185 million to acquire all of investment securitiesFPG, as discussed in our consolidated statement of cash flows.
Proceeds from sales and maturities of investment securities exceeded purchases by $103 million in 2015 and $411 million in 2014. These net proceeds were used to fund normal working capital needs due to an increase in receivables associated with the 3Rs in additionNote 3 to the timing of payments toconsolidated financial statements included in Item 8. – Financial Statements and receipts from CMS associated with Medicare Part D reinsurance subsidies, as discussed below. Supplementary Data.

We reinvested a portion of our operating cash flows in investment securities, primarily investment-grade fixed income securities, totaling $592$221 million, in 2013.
Cash consideration paid for acquisitions, net of cash acquired, was $38$2.4 billion, and $828 million in 2015, $18 million in 2014,during 2018, 2017 and $187 million in 2013. Acquisitions in 2015 and 2014 included health and wellness related acquisitions. Cash paid for acquisitions in 2013 primarily related to the American Eldercare and other health and wellness related acquisitions.2016 respectively.
Cash Flow from Financing Activities
Our financing cash flows are significantly impacted by the timing of claims payments and the related receipts from CMS associated with Medicare Part D claim subsidies for which we do not assume risk. Monthly prospective payments from CMS for reinsurance and low-income cost subsidies are based on assumptions submitted with our annual bid. Settlement of the reinsurance and low-income cost subsidies is based on a reconciliation made approximately 9 months after the close of each calendar year. Claims payments were $361$653 million higher than receipts from CMS associated with Medicare Part D claim subsidies for which we do not assume risk during 2015, $945 million higher during 2014, and $155 million higher during 2013. Our 2014 financing cash flows were negatively impacted by the timing of payments to and receipts2018. Receipts from CMS associated with Medicare Part D claimclaims subsidies for which we do not assume risk. We experiencedrisk were $1.9 billion higher specialty prescription drug costs associated with a new treatment for Hepatitis C than claims payments during 2017 and were contemplated in our bids which resulted in$1.1 billion higher subsidy receivable balances in 2014 that were settled in 2015 under the terms of our contracts with CMS.than claims payments during 2016. Our net receivablepayable for CMS subsidies and brand name prescription drug discounts was $2.0$331 million at December 31, 2018 compared to a net payable of $1.0 billion at December 31, 2015 compared to $1.7 billion at December 31, 2014. Refer to Note 6 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.2017.
Under our administrative services only TRICARE South Region contract, reimbursements from the federal government exceeded health care cost payments for which we do not assume risk by $38 million in 2018 and by $11 million in 2017. Health care cost payments for which we do not assume risk exceeded reimbursements from the federal government by $4$25 million in 2015 and were less than reimbursements from2016.
Claims payments associated with cost sharing provisions of the federal government by $5 million in 2013. Reimbursements from the federal government equaled health care cost paymentsHealth Care Reform Law for which we do not assume risk were $25 million in 2014. Receipts2018. There were no reimbursements from HHS in 2018. Claims payments associated with cost sharing provisions of the Health Care Reform Law for which we do not assume risk were higher than claims paymentsreimbursements from HHS by $69$44 million in 20152017 and $26by $28 million in 2014. See Note 2 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data for further description.2016.
We repurchased 1.9 millioncommon shares for $329 million$1.09 billion in 2015, 5.7 million shares for $730 million2018 and $3.37 billion in 2014 (excludes another $100 million held back pending final settlement of an accelerated stock repurchase plan in March 2015), and 5.8 million shares for $502 million in 20132017 under share repurchase plans authorized by the Board of Directors. We also acquired common sharesDirectors and in connection with employee stock plans for an aggregate cost of $56 millionplans. We did not repurchase shares in 2015, $42 million in 2014, and $29 million in 2013.2016 due to restrictions under the Merger Agreement.
As discussed further below, we paid dividends to stockholders of $172$265 million in each of 2015 and 2014 and $1682018, $220 million in 2013.2017, and $177 million in 2016.


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We entered into a commercial paper program in October 2014. Net proceeds from the issuance of commercial paper were $298$485 million 2015in 2018 and the maximum principal amount outstanding at any one time during 20152018 was $414$923 million. There were no net proceeds from the issuanceNet repayments of commercial paper were $153 million in 20142017 and the maximum principal amount outstanding at any one time during 20142017 was $175$500 million. Net repayments of commercial paper were $2 million in 2016 and the maximum principal amount outstanding at any one time during 2016 was $475 million.
In September 2014,December 2017, we issued $400 million of 2.625%2.50% senior notes due October 1, 2019, $600December 15, 2020 and $400 million of 3.85%2.90% senior notes due October 1, 2024 and $750 million of 4.95% senior notes due October 1, 2044.December 15, 2022. Our net proceeds, reduced for the underwriters' discount and commission and offering expenses paid as of December 31, 2017, were $1.73 billion.$794 million. We used a portion of the net proceeds, together with

available cash, to redeemfund the redemption of our $300 million aggregate principal amount of 6.30% senior notes maturing in August 2018 and our $500 million 6.45% senior unsecured notes.
The remainder of the cash used in or provided by financing activities in 2015, 2014, and 2013 primarily resulted from proceeds from stock option exercises and the change in book overdraft.
Future Sources and Uses of Liquidity
Dividends
The following table provides details of dividend payments, excluding dividend equivalent rights, in 2013, 2014, and 2015 under our Board approved quarterly cash dividend policy:
Payment
Date

Amount
per Share

Total
Amount




(in millions)
2013 $1.06 $167
2014
$1.10
$170
2015 $1.14 $170
The Merger discussed in Note 2 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data does not impact our ability and intent to continue quarterly dividend payments prior to the closing of the Merger consistent with our historical dividend payments. Under the terms of the Merger Agreement, we have agreed with Aetna that our quarterly dividend will not exceed $0.29 per share prior to the closing of the Merger. Declaration and payment of future quarterly dividends is at the discretion of our Board and may be adjusted as business needs or market conditions change. In addition, under the terms of the Merger Agreement, we have agreed with Aetna to coordinate the declaration and payment of dividends so that our stockholders do not fail to receive a quarterly dividend around the time of the closing of the Merger.
On October 29, 2015, the Board declared a cash dividend of $0.29 per share that was paid on January 29, 2016 to stockholders of record on December 30, 2015, for an aggregate principal amount of $43 million.
Stock Repurchases
In September 2014, our Board of Directors replaced a previous share repurchase authorization of up to $1 billion (of which $816 million remained unused) with a new current authorization for repurchases of up to $2 billion of our common shares exclusive of shares repurchased in connection with employee stock plans, expiring on December 31, 2016. Under the share repurchase authorization, shares may be purchased from time to time at prevailing prices in the open market, by block purchases, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or in privately-negotiated transactions (including pursuant to accelerated share repurchase agreements with investment banks), subject to certain regulatory restrictions on volume, pricing, and timing. Pursuant to the Merger Agreement, after July 2, 2015, we are prohibited from repurchasing any of our outstanding securities without the prior written consent of Aetna, other than repurchases of shares of our common stock in connection with the exercise of outstanding stock options or the vesting or settlement of outstanding restricted stock awards. Accordingly, as announced on July 3, 2015, we have suspended our share repurchase program. Our remaining repurchase authorization was $1.04 billion as of July 3, 2015.

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Senior Notes
In September 2014, we issued $400 million of 2.625% senior notes due October 1, 2019, $600 million of 3.85% senior notes due October 1, 2024 and $750 million of 4.95% senior notes due October 1, 2044. Our net proceeds, reduced for the underwriters' discount and commission and offering expenses, were $1.73 billion. We used a portion of the net proceeds to redeem the 6.45% senior unsecured notes as discussed below. We previously issued $500 million of 6.45% senior notes due June 1, 2016 that were redeemed in October 2014, $500 million of 7.20% senior notes duematuring in June 15, 2018 $300 million of 6.30% senior notes due August 1, 2018, $600 million of 3.15% senior notes due December 1, 2022, $250 million of 8.15% senior notes due June 15, 2038, and $400 million of 4.625% senior notes due December 1, 2042.
In October 2014, we redeemed the $500 million 6.45% senior unsecured notes due June 1, 2016, at 100% of the principal amount plus applicable premium for early redemption and accrued and unpaid interest to the redemption date, for cash totaling approximately $560$829 million. We recognized a loss on extinguishment of debt of approximately $37 million in October 2014 in connection with the redemption of these notes.
Our senior notes, which are unsecured, may be redeemed at our option at any time at 100%The remainder of the principal amount plus accrued interestcash used in or provided by financing activities in 2018, 2017, and 2016 primarily resulted from proceeds from stock option exercises and the change in book overdraft.
Future Sources and Uses of Liquidity
Dividends
For a specified make-whole amount. The 7.20% and 8.15% senior notes are subjectdetailed discussion of dividends to an interest rate adjustment if the debt ratings assignedstockholders, please refer to Note 15 to the notes are downgraded (or subsequently upgraded). In addition, each seriesconsolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.
Stock Repurchases
For a detailed discussion of stock repurchases, please refer to Note 15 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.
Debt
For a detailed discussion of our debt, including our senior notes, (other than the 6.30% senior notes) contain a change of control provision that may require us to purchase the notes under certain circumstances. On July 2, 2015 we entered into a Merger Agreement with Aetna that, when closed, may require redemption of the notes if the notes are downgraded below investment grade by both Standard & Poor’s Rating Services, or S&P and Moody’s Investors Services, Inc., or Moody’s.
Credit Agreement
Our 5-year $1.0 billion unsecured revolving credit agreement expires July 2018. Under the credit agreement, at our option, we can borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion bears interest at either LIBOR plus a spread or the base rate plus a spread. The LIBOR spread, currently 110 basis points, varies depending on our credit ratings ranging from 90 to 150 basis points. We also pay an annual facility fee regardless of utilization. This facility fee, currently 15 basis points, may fluctuate between 10 and 25 basis points, depending upon our credit ratings. The competitive advance portion of any borrowings will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based on LIBOR, at our option.
The terms of the credit agreement include standard provisions related to conditions of borrowing, including a customary material adverse effect clause which could limit our ability to borrow additional funds. In addition, the credit agreement contains customary restrictive and financial covenants as well as customary events of default, including financial covenants regarding the maintenance of a minimum level of net worth of $8.5 billion at December 31, 2015 and a maximum leverage ratio of 3.0:1. We are in compliance with the financial covenants, with actual net worth of $10.3 billion and an actual leverage ratio of 1.3:1, as measured in accordance with the credit agreement as of December 31, 2015. In addition, the credit agreement includes an uncommitted $250 million incremental loan facility.
At December 31, 2015, we had no borrowings outstanding under the credit agreement and we had outstanding letters of credit of $1 million secured under the credit agreement. No amounts have been drawn on these letters of credit. Accordingly, as of December 31, 2015, we had $999 million of remaining borrowing capacity under the credit agreement, none of which would be restricted by our financial covenant compliance requirement. We have other customary, arms-length relationships, including financial advisory and banking, with some parties to the credit agreement.
Commercial Paper
In October 2014, we entered into a commercial paper program, pursuantplease refer to which we may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker dealers. Amounts available underNote 12 to the program may be borrowed, repaidconsolidated financial statements included in Item 8. – Financial Statements and re-borrowed from time to time, with the aggregate face or principal amount outstanding under the program at any time not to exceed $1 billion. The net proceeds of issuances have been and are

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expected to be used for general corporate purposes. The maximum principal amount outstanding at any one time during the year ended December 31, 2015 was $414 million. There was $299 million outstanding at December 31, 2015.Supplementary Data.
Liquidity Requirements

We believe our cash balances, investment securities, operating cash flows, and funds available under our credit agreement and our commercial paper program or from other public or private financing sources, taken together, provide adequate resources to fund ongoing operating and regulatory requirements, acquisitions, future expansion opportunities, and capital expenditures for at least the next twelve months, as well as to refinance or repay debt, and repurchase shares.

Adverse changes in our credit rating may increase the rate of interest we pay and may impact the amount of credit available to us in the future. Our investment-grade credit rating at December 31, 20152018 was BBB+ according to Standard & Poor’s Rating Services, or S&P, and Baa3 according to Moody’s Investors Services, Inc., or Moody’s. A downgrade by S&P to BB+ or by Moody’s to Ba1 triggers an interest rate increase of 25 basis points with respect to $750$250 million of our senior notes. Successive one notch downgrades increase the interest rate an additional 25 basis points, or annual interest expense by $2$1 million, up to a maximum 100 basis points, or annual interest expense by $8$3 million.

In addition, we operate as a holding company in a highly regulated industry. Humana Inc., our parent company, is dependent upon dividends and administrative expense reimbursements from our subsidiaries, most of which are subject to regulatory restrictions. We continue to maintain significant levels of aggregate excess statutory capital and surplus in our state-regulated operating subsidiaries. Cash, cash equivalents, and short-term investments at the parent company increaseddecreased to $1.6 billion$578 million at December 31, 20152018 from $1.4 billion$688 million at December 31, 2014.2017. This increasedecrease primarily reflects proceeds from the sale of Concentra on June 1, 2015, proceeds from issuance of commercial paperacquisitions, common stock repurchases, insurance subsidiaries' capital contributions and subsidiary dividends to the parent company,capital expenditures, partially offset by funding of subsidiary working capital requirements, common stock repurchases, capital expenditures,insurance subsidiaries dividends, non-insurance subsidiaries' profits and payment of stockholder dividends.net proceeds from debt issuance. Our use of operating cash derived from our non-insurance subsidiaries, such as our Healthcare Services segment, is generally not restricted by Departments of Insurance.Insurance (or comparable state regulatory agencies). Our regulated insurance subsidiaries paid dividends to the parent of $493 million$2.3 billion in 2015, $927 million2018, $1.4 billion in 2014,2017, and $967 million$0.8 billion in 2013. Subsidiary dividends in 2015 reflect the impact of losses for our individual commercial medical business compliant with the Health Care Reform Law and the November 5, 2015 revised statutory accounting guidance requiring the exclusion of risk corridor receivables from related statutory surplus described below.2016. Refer to our parent company financial statements and accompanying notes in Schedule I - Parent Company Financial Information. Excluding Puerto Rico subsidiaries, theThe amount of ordinary dividends that may be paid to our parent company in 20162019 is approximately $900 million,$1 billion, in the aggregate. Actual dividends paid may vary due to consideration of excess statutory

capital and surplus and expected future surplus requirements related to, for example, premium volume and product mix.
On November 5, 2015, the National Association of Insurance Commissioners, or NAIC, issued statutory accounting guidance for receivables associated with the risk corridor provisions under the Health Care Reform Law, which requires the receivables to be excluded from subsidiary surplus. This accounting guidance required additional capital contributions into certain subsidiaries during 2015. This statutory accounting guidance does not affect our financial statements prepared in accordance with generally accepted accounting principles, under which we have recorded a receivable for risk corridor amounts due to us as an obligation of the United States Government under the Health Care Reform Law. At December 31, 2015, our gross risk corridor receivable for the 2014 and 2015 coverage years in the aggregate was $459 million. We expect to record a risk corridor receivable of approximately $340 million in 2016 for the 2016 coverage year.
Certain regulated subsidiaries recognized premium deficiency reserves for our individual commercial medical policies compliant with the Health Care Reform Law for the 2016 coverage year in the fourth quarter of 2015. Further, the statutory-based premium deficiency excludes the estimated benefit associated with the risk corridor provisions as a reduction in subsidiary surplus in accordance with the previously discussed November 5, 2015 statutory accounting guidance requiring the exclusion of risk corridor amounts from subsidiary surplus. As a result of the statutory-based premium deficiency, we will fund capital contributions into certain regulated subsidiaries of $450 million during the first quarter of 2016.

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In 2015, we paid the federal government $867 million for the annual health insurance industry fee and expect to pay a higher amount in 2016 given an increase in market share. The Consolidated Appropriations Act, 2016, enacted on December 18, 2015, included a one-time one year suspension in 2017 of the health insurer fee.
Regulatory Requirements
For a detailed discussion of our regulatory requirements, including aggregate statutory capital and surplus as well as dividends paid from the subsidiaries to the parent, please refer to Note 15 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.
Contractual Obligations
We are contractually obligated to make payments for years subsequent to December 31, 20152018 as follows:
 Payments Due by Period Payments Due by Period
 Total Less than
1 Year
 1-3 Years 3-5 Years More than
5 Years
 Total Less than
1 Year
 1-3 Years 3-5 Years More than
5 Years
 (in millions) (in millions)
Debt $4,099
 $299
 $800
 $400
 $2,600
 $6,097
 $1,697
 $400
 $1,000
 $3,000
Interest (1) 2,539
 188
 342
 244
 1,765
 8,955
 1,926
 1,161
 914
 4,954
Operating leases (2) 697
 173
 286
 148
 90
 519
 147
 210
 112
 50
Purchase obligations (3) 150
 74
 74
 2
 
 736
 240
 337
 159
 
Future policy benefits payable and other long-term liabilities (4) 2,578
 79
 462
 204
 1,833
 724
 53
 444
 68
 159
Total $10,063
 $813
 $1,964
 $998
 $6,288
 $17,031
 $4,063
 $2,552
 $2,253
 $8,163

(1)Interest includes the estimated contractual interest payments under our debt agreements.
(2)We lease facilities, computer hardware, and other furniture and equipment under long-term operating leases that are noncancelable and expire on various dates through 2026.2046. We sublease facilities or partial facilities to third party tenants for space not used in our operations which partially mitigates our operating lease commitments. An operating lease is a type of off-balance sheet arrangement. Assuming we acquired the asset, rather than leased such asset, we would have recognized a liability for the financing of these assets. See also Note 16 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.
(3)Purchase obligations include agreements to purchase services, primarily information technology related services, or to make improvements to real estate, in each case that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum levels of service to be purchased; fixed, minimum or variable price provisions; and the appropriate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.
(4)Includes future policy benefits payable ceded to third parties through 100% coinsurance agreements as more fully described in Note 19 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data. We expect the assuming reinsurance carriers to fund these obligations and reflected these amounts as reinsurance recoverables included in other long-term assets on our consolidated balance sheet. Amounts payable in less than one year are included in trade accounts payable and accrued expenses in the consolidated balance sheet.
Off-Balance Sheet Arrangements
As of December 31, 2015,2018, we were not involved in any special purpose entity, or SPE, transactions. For a detailed discussion of off-balance sheet arrangements, please refer to Note 16 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.

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Guarantees and Indemnifications
For a detailed discussion of our guarantees and indemnifications, please refer to Note 16 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.

Government Contracts
For a detailed discussion of our government contracts, including our Medicare, Military, and Medicaid contracts, please refer to Note 16 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.

Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements and accompanying notes requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We continuously evaluate our estimates and those critical accounting policies primarily related to benefits expense and revenue recognition as well as accounting for impairments related to our investment securities, goodwill, and long-lived assets. These estimates are based on knowledge of current events and anticipated future events and, accordingly, actual results ultimately may differ from those estimates. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.
Benefits Expense Recognition
Benefits expense is recognized in the period in which services are provided and includes an estimate of the cost of services which have been incurred but not yet reported, or IBNR. IBNR represents a substantial portion of our benefits payable as follows:
December 31, 2015 
Percentage
of Total
 December 31, 2014 
Percentage
of Total
December 31, 2018 
Percentage
of Total
 December 31, 2017 
Percentage
of Total
(dollars in millions)(dollars in millions)
IBNR$3,730
 75.0% $3,254
 72.7%$3,361
 69.1% $3,154
 67.6%
Reported claims in process600
 12.1% 475
 10.6%617
 12.7% 614
 13.1%
Premium deficiency reserve176
 3.5% 
 %
Other benefits payable470
 9.4% 746
 16.7%884
 18.2% 900
 19.3%
Total benefits payable$4,976
 100.0% $4,475
 100.0%$4,862
 100.0% $4,668
 100.0%
Our reserving practice is to consistently recognize the actuarial best point estimate within a level of confidence required by actuarial standards. Actuarial standardsFor further discussion of practice generally require a levelour reserving methodology, including our use of confidence such that the liabilities established for IBNR have a greater probability of being adequate versus being insufficient, or such that the liabilities established for IBNR are sufficient to cover obligations under an assumption of moderately adverse conditions. Adverse conditions are situations in which the actualcompletion and claims are expected to be higher than the otherwise estimated value of such claims at the time of the estimate. Therefore, in many situations, the claim amounts ultimately settled will be less than the estimate that satisfies the actuarial standards of practice.
We develop our estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim experience. Depending on the period for which incurred claims are estimated, we apply a different method in determining our estimate. For periods prior to the most recent two months, the key assumption used in estimating our IBNR is that the completion factor pattern remains consistent over a rolling 12-month period after adjusting for known changes in claim inventory levels and known changes in claim payment processes. Completion factors result from the calculation of the percentage of claims incurred during a given period that have historically been adjudicated as of the reporting period. For the most recent two months, the incurred claims are estimated primarily from a trend analysis

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based upon per member per month claims trends developed from our historical experience in the preceding months, adjusted for known changes in estimates of recent hospital and drug utilization data, provider contracting changes, changes in benefit levels, changes in member cost sharing, changes in medical management processes, product mix, and weekday seasonality.
The completion factor method is used for the months of incurred claims priortrend factors to estimate IBNR, refer to Note 2 to the most recent two months because the historical percentage of claims processed for those months is at a level sufficient to produce a consistently reliable result. Conversely, for the most recent two months of incurred claims, the volume of claims processed historically is not at a level sufficient to produce a reliable result, which therefore requires us to examine historical trend patterns as the primary method of evaluation. Changesconsolidated financial statements included in claim processes, including recoveries of overpayments, receipt cycle times, claim inventory levels, outsourcing, system conversions,Item 8. – Financial Statements and processing disruptions due to weather or other events affect views regarding the reasonable choice of completion factors. Claim payments to providers for services rendered are often net of overpayment recoveries for claims paid previously, as contractually allowed. Claim overpayment recoveries can result from many different factors, including retroactive enrollment activity, audits of provider billings, and/or payment errors. Changes in patterns of claim overpayment recoveries can be unpredictable and result in completion factor volatility, as they often impact older dates of service. The receipt cycle time measures the average length of time between when a medical claim was initially incurred and when the claim form was received. Increases in electronic claim submissions from providers decrease the receipt cycle time. If claims are submitted or processed on a faster (slower) pace than prior periods, the actual claim may be more (less) complete than originally estimated using our completion factors, which may result in reserves that are higher (lower) than required.Supplementary Data.
Medical cost trends potentially are more volatile than other segments of the economy. The drivers of medical cost trends include increases in the utilization of hospital facilities, physician services, new higher priced technologies and medical procedures, and new prescription drugs and therapies, as well as the inflationary effect on the cost per unit of each of these expense components. Other external factors such as government-mandated benefits or other regulatory changes, the tort liability system, increases in medical services capacity, direct to consumer advertising for prescription drugs and medical services, an aging population, lifestyle changes including diet and smoking, catastrophes, and epidemics also may impact medical cost trends. Internal factors such as system conversions, claims processing cycle times, changes in medical management practices and changes in provider contracts also may impact our ability to accurately predict estimates of historical completion factors or medical cost trends. All of these factors are considered in estimating IBNR and in estimating the per member per month claims trend for purposes of determining the reserve for the most recent two months. Additionally, we continually prepare and review follow-up studies to assess the reasonableness of the estimates generated by our process and methods over time. The results of these studies are also considered in determining the reserve for the most recent two months. Each of these factors requires significant judgment by management.

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The completion and claims per member per month trend factors are the most significant factors impacting the IBNR estimate. The portion of IBNR estimated using completion factors for claims incurred prior to the most recent two months is generally less variable than the portion of IBNR estimated using trend factors. The following table illustrates the sensitivity of these factors assuming moderatemoderately adverse experience and the estimated potential impact on our operating results caused by reasonably likely changes in these factors based on December 31, 20152018 data:
Completion Factor (a):Completion Factor (a): Claims Trend Factor (b):Completion Factor (a): Claims Trend Factor (b):
Factor
Change (c)
 Decrease in
Benefits Payable
 Factor
Change (c)
 Decrease in
Benefits Payable
 Decrease in
Benefits Payable
 Factor
Change (c)
 Decrease in
Benefits Payable
(dollars in millions)
0.70% $(258) (3.00)% $(224)
0.60% $(181) (2.75)% $(298) $(222) (2.75)% $(206)
0.50% $(151) (2.50)% $(271) $(185) (2.50)% $(187)
0.40% $(120) (2.25)% $(244) $(148) (2.25)% $(168)
0.30% $(90) (2.00)% $(217) $(111) (2.00)% $(150)
0.20% $(60) (1.75)% $(190) $(74) (1.75)% $(131)
0.10% $(30) (1.50)% $(162) $(37) (1.50)% $(112)
—% $— (1.25)% $(135)
(a)Reflects estimated potential changes in benefits payable at December 31, 20152018 caused by changes in completion factors for incurred months prior to the most recent two months.
(b)Reflects estimated potential changes in benefits payable at December 31, 20152018 caused by changes in annualized claims trend used for the estimation of per member per month incurred claims for the most recent two months.
(c)The factor change indicated represents the percentage point change.
The following table provides a historical perspective regarding the accrual and payment of our benefits payable, excluding military services. Components of the total incurred claims for each year include amounts accrued for current year estimated benefits expense as well as adjustments to prior year estimated accruals. Refer to Note 10 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data for Retail, Group and Specialty, and Individual Commercial segment tables including information about incurred and paid claims development as of December 31, 2018, net of reinsurance, as well as cumulative claim frequency and the total of IBNR included within the net incurred claims amounts.
 2015 2014 2013 2018 2017 2016
 (in millions) (in millions)
Balances at January 1 $4,475
 $3,893
 $3,775
 $4,668
 $4,563
 $4,976
Less: Premium deficiency reserve 
 
 (176)
Less: Reinsurance recoverables (78) 
 
 (70) (76) (85)
Balances at January 1, net 4,397
 3,893
 3,775
 4,598
 4,487
 4,715
Acquisitions 
 
 5
Incurred related to:            
Current year 44,397
 38,641
 32,711
 46,385
 44,001
 45,318
Prior years (236) (518) (474) (503) (483) (582)
Total incurred 44,161
 38,123
 32,237
 45,882
 43,518
 44,736
Paid related to:            
Current year (39,802) (34,357) (29,103) (41,736) (39,496) (40,852)
Prior years (4,041) (3,262) (3,021) (3,977) (3,911) (4,112)
Total paid (43,843) (37,619) (32,124) (45,713) (43,407) (44,964)
Premium deficiency reserve 176
 
 
Reinsurance recoverable 85
 78
 
 95
 70
 76
Balances at December 31 $4,976
 $4,475
 $3,893
 $4,862
 $4,668
 $4,563

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The following table summarizes the changes in estimate for incurred claims related to prior years attributable to our key assumptions. As previously described, our key assumptions consist of trend and completion factors estimated using an assumption of moderately adverse conditions. The amounts below represent the difference between our original estimates and the actual benefits expense ultimately incurred as determined from subsequent claim payments.
Favorable Development by Changes in Key AssumptionsFavorable Development by Changes in Key Assumptions
2015 2014 20132018 2017 2016
Amount Factor
Change (a)
 Amount Factor
Change (a)
 Amount Factor
Change (a)
Amount Factor
Change (a)
 Amount Factor
Change (a)
 Amount Factor
Change (a)
(dollars in millions)(dollars in millions)
Trend factors$(145) (1.5)% $(266) (3.7)% $(233) (3.4)%$(229) (3.3)% $(279) (2.7)% $(316) (2.9)%
Completion factors(91) 0.4 % (252) 1.2 % (241) 1.2 %(274) (0.8)% (204) (0.7)% (266) (0.9)%
Total$(236)   $(518)   $(474)  $(503)   $(483)   $(582)  
(a)The factor change indicated represents the percentage point change.
As previously discussed, our reserving practice is to consistently recognize the actuarial best estimate of our ultimate liability for claims. Actuarial standards require the use of assumptions based on moderately adverse experience, which generally results in favorable reserve development, or reserves that are considered redundant. We experienced favorable medical claims reserve development related to prior fiscal years of $236$503 million in 2015, $5182018, $483 million in 2014,2017, and $474$582 million in 2013.2016. The table below details our favorable medical claims reserve development related to prior fiscal years by segment for 2015, 2014,2018, 2017, and 2013.2016.
Favorable Medical Claims Reserve
Development
 ChangeFavorable Medical Claims Reserve
Development
 Change
2015 2014 2013 2015 20142018 2017 2016 2018 2017
(in millions)(in millions)
Retail Segment$(228) $(488) $(428) $260
 $(60)$(398) $(386) $(429) $(12) $43
Group Segment(7) (29) (42) 22
 13
Group and Specialty Segment(46) (40) (46) (6) 6
Individual Commercial Segment(57) (56) (106) (1) 50
Other Businesses(1) (1) (4) 
 3
(2) (1) (1) (1) 
Total$(236) $(518) $(474) $282
 $(44)$(503) $(483) $(582) $(20) $99
The favorable medical claims reserve development for 2015, 2014,2018, 2017, and 20132016 primarily reflects the consistent application of trend and completion factors estimated using an assumption of moderately adverse conditions. The declineOur favorable development for each of the years presented above is discussed further in favorable prior period development in 2015 primarily was dueNote 10 to the impact of lowerconsolidated financial claim recoveries duestatements included in part to our gradual implementation during 2014 of inpatient authorization review prior to admission as opposed to post adjudication, as well as higher than expected flu associated claims from the fourth quarter of 2014Item 8. – Financial Statements and continued volatility in claims associated with individual commercial medical products. The higher favorable prior period development during 2014 and 2013 resulted from increased membership, better than originally expected utilization across most of our major business lines and increased financial recoveries. The increase in financial recoveries primarily resulted from claim audit process enhancements as well as increased volume of claim audits and expanded audit scope. All lines of business benefited from these improvements.Supplementary Data.
We continually adjust our historical trend and completion factor experience with our knowledge of recent events that may impact current trends and completion factors when establishing our reserves. Because our reserving practice is to consistently recognize the actuarial best point estimate using an assumption of moderately adverse conditions as required by actuarial standards, there is a reasonable possibility that variances between actual trend and completion factors and those assumed in our December 31, 20152018 estimates would fall towards the middle of the ranges previously presented in our sensitivity table.

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Benefits expense excluded from the previous table was as follows for the years ended December 31, 2015, 20142018, 2017 and 2013:2016:
2015 2014 20132018 2017 2016
(in millions)(in millions)
Premium deficiency reserve for short-duration policies$176
 $
 $
$
 $
 $(176)
Military services12
 11
 (27)
 
 8
Future policy benefits(80) 32
 354

 (22) 439
Total$108
 $43
 $327
$
 $(22) $271
In the fourth quarter of 2015,2016, we recognized aincreased our existing premium deficiency reserve, initially recorded in 2015, for our individual commercial medical business compliant with the Health Care Reform Law associated with the 2016 coverage yearyear.
The higher benefits expense associated with future policy benefits payable during 2016 primarily relates to reserve strengthening for our closed block of long-term care insurance policies, which were sold in 2018, as discussed in more detailfully described below and in Note 718 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.
Military services benefits expense for 2015 and 2014 reflect expenses associated with our contracts with the Veterans Administration. Military services benefits expense for 2013 reflects the beneficial effect of a favorable settlement of contract claims with the DoD partially offset by expenses associated with our contracts with the Veterans Administration.
Certain health policies sold to individuals prior to 2014 (the first year plans compliant with the Health Care Reform Law were effective) are accounted for as long-duration as more fully described below. The reduction in future policy benefits in 2015 reflects the release of reserves as individual commercial medical members transition to plans compliant with the Health Care Reform Law.
Future policy benefits payable of $2.2 billion and $2.3 billion at December 31, 2015 and 2014, respectively, represent liabilities for long-duration insurance policies including long-term care insurance, life insurance, annuities, and certain health and other supplemental policies sold to individuals for which some of the premium received in the earlier years is intended to pay anticipated benefits to be incurred in future years. At policy issuance, these reserves are recognized on a net level premium method based on premium rate increase, interest rate, mortality, morbidity, persistency (the percentage of policies remaining in-force), and maintenance expense assumptions. Interest rates are based on our expected net investment returns on the investment portfolio supporting the reserves for these blocks of business. Mortality, a measure of expected death, and morbidity, a measure of health status, assumptions are based on published actuarial tables, modified based upon actual experience. The assumptions used to determine the liability for future policy benefits are established and locked in at the time each contract is issued and only change if our expected future experience deteriorates to the point that the level of the liability, together with the present value of future gross premiums, are not adequate to provide for future expected policy benefits and maintenance costs (i.e. the loss recognition date). Because these policies have long-term claim payout periods, there is a greater risk of significant variability in claims costs, either positive or negative. We perform loss recognition tests at least annually in the fourth quarter, and more frequently if adverse events or changes in circumstances indicate that the level of the liability, together with the present value of future gross premiums, may not be adequate to provide for future expected policy benefits and maintenance costs.
Future policy benefits payable include $1.5 billion at December 31, 2015 and 2014 associated with a non-strategic closed block of long-term care insurance policies acquired in connection with the 2007 acquisition of KMG. Approximately 31,800 policies remain in force as of December 31, 2015. No new policies have been written since 2005 under this closed block. Future policy benefits payable includes amounts charged to accumulated other comprehensive income for an additional liability that would exist on our closed-block of long-term care insurance policies if unrealized gains on the sale of the investments backing such products had been realized and the proceeds reinvested at then current yields. There was no additional liability at December 31, 2015 and $123 million of additional liability at December 31, 2014. Amounts charged to accumulated other comprehensive income are net of applicable deferred taxes.

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Long-term care insurance policies provide nursing home and home health coverage for which premiums are collected many years in advance of benefits paid, if any. Therefore, our actual claims experience will emerge many years after assumptions have been established. The risk of a deviation of the actual interest, morbidity, mortality, and maintenance expense assumptions from those assumed in our reserves are particularly significant to our closed block of long-term care insurance policies. A prolonged period during which interest rates remain at levels lower than those anticipated in our reserving would result in shortfalls in investment income on assets supporting our obligation under long term care policies because the long duration of the policy obligations exceeds the duration of the supporting investment assets. Further, we monitor the loss experience of these long-term care insurance policies and, when necessary, apply for premium rate increases through a regulatory filing and approval process in the jurisdictions in which such products were sold. To the extent premium rate increases, interest rates, and/or loss experience vary from our loss recognition date assumptions, future material adjustments to reserves could be required.
During 2013, we recorded a loss for a premium deficiency. The premium deficiency was based on current and anticipated experience that had deteriorated from our locked-in assumptions from the previous December 31, 2010 loss recognition date, particularly as they related to emerging experience due to an increase in life expectancies and utilization of home health care services. Based on this deterioration, and combined with lower interest rates, we determined that our existing future policy benefits payable, together with the present value of future gross premiums, associated with our closed block of long-term care insurance policies were not adequate to provide for future policy benefits and maintenance costs under these policies; therefore we unlocked and modified our assumptions based on current expectations. Accordingly, during 2013 we recorded $243 million of additional benefits expense, with a corresponding increase in future policy benefits payable of $350 million partially offset by a related reinsurance recoverable of $107 million included in other long-term assets.
For our closed block of long-term care policies, actuarial assumptions used to estimate reserves are inherently uncertain due to the potential changes in trends in mortality, morbidity, persistency and interest rates as well as premium rate increases. As a result, our long term care reserves may be subject to material increases if these trends develop adversely to our expectations. The estimated increase in reserves and additional benefit expense from hypothetically modeling adverse variations in our actuarial assumptions, in the aggregate, could be up to $400 million, net of reinsurance. Although such hypothetical revisions are not currently appropriate, we believe they could occur based on past variances in experience and our expectation of the ranges of future experience that could reasonably occur, and any such revision could be material. Generally accepted accounting principles do not allow us to unlock our assumptions for favorable items.
In addition, future policy benefits payable includes amounts of $205 million at December 31, 2015, $210 million at December 31, 2014, and $215 million at December 31, 2013 which are subject to 100% coinsurance agreements as more fully described in Note 19 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data, and as such are offset by a related reinsurance recoverable included in other long-term assets.
Revenue Recognition
We generally establish one-year commercial membership contracts with employer groups, subject to cancellation by the employer group on 30-day written notice. Our Medicare contracts with CMS renew annually. Our military services contracts with the federal government and ourcertain contracts with various state Medicaid programs generally are multi-year contracts subject to annual renewal provisions.
Our commercial contracts establishWe receive monthly premiums from the federal government and various states according to government specified payment rates on a per employee basis for each month of coverage based on the type of coverage purchased (single to family coverage options). Ourand various contractual terms. We bill and collect premium from employer groups and members in our Medicare and Medicaid contracts also establish monthly rates per member. However,other individual products monthly. Changes in premium revenues resulting from the periodic changes in risk-adjustment scores derived from medical diagnoses for our Medicare contracts also have additional provisions as outlinedmembership are estimated by projecting the ultimate annual premium and recognized ratably during the year with adjustments each period to reflect changes in the following separate section.ultimate premium.
Premiums revenue and administrative services only, or ASO, fees areis estimated by multiplying the membership covered under the various contracts by the contractual rates. In addition, we adjust revenues forPremiums revenue is recognized as income in the period members are entitled to receive services, and is net of estimated changes in an employer’s enrollmentuncollectible amounts, retroactive membership adjustments, and individuals that ultimately may failadjustments to pay, and for estimatedrecognize rebates under the minimum benefit ratios required under the Health Care Reform Law. EnrollmentWe estimate policyholder rebates by projecting calendar year minimum benefit ratios for the small group and large group markets, as defined by the Health Care Reform Law using a methodology prescribed by HHS, separately by state and legal entity. Medicare Advantage products are also subject to minimum benefit ratio requirements under the Health Care Reform Law. Estimated calendar year rebates recognized ratably during the year are revised each period to reflect current experience. Retroactive membership adjustments result from enrollment changes not yet processed, or not yet reported by an employer group or the government, also known as retroactive membership adjustments, are estimated based on

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available data and historical trends.government. We routinely monitor the collectibility of specific accounts, the aging of receivables, historical retroactivity trends, estimated rebates, as well as prevailing and anticipated economic conditions, and reflect any required adjustments in current operations. Premiums received prior to the current period’s revenue.
We bill and collect premium from employer groups and members in our Medicare and other individual products monthly. We receive monthly premiums from the federal government and various states according to government specified payment rates and various contractual terms. Changes in revenues from for our Medicare and individual commercial medical products resulting from the periodic changes in risk-adjustment scores derived from medical diagnoses for our membershipservice period are recognized when the amounts become determinable and the collectibility is reasonably assured.recorded as unearned revenues.
Medicare Risk-Adjustment Provisions
CMS utilizes a risk-adjustment model which apportions premiums paid to Medicare Advantage, or MA, plans according to health severity. The risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act of 1997(BBA) and the Benefits Improvement and Protection Act of 2000 (BIPA), generally pays more for enrollees with predictably higher costs. Under the risk-adjustment methodology, all Medicare AdvantageMA plans must collect and submit the necessary diagnosis code information from hospital inpatient, hospital outpatient, and physician providers to CMS within prescribed deadlines. The CMS risk-adjustment model uses this diagnosis data to calculate the risk-adjusted premium payment to Medicare AdvantageMA plans. Rates paid to Medicare AdvantageMA plans are established under an actuarial bid model, including a process that bases our payments on a comparison of our beneficiaries’ risk scores, derived from medical diagnoses, to those

enrolled in the government’s Medicare FFS program. We generally rely on providers, including certain providers in our network who are our employees, to code their claim submissions with appropriate diagnoses, which we send to CMS as the basis for our payment received from CMS under the actuarial risk-adjustment model. We also rely on providers to appropriately document all medical data, including the diagnosis data submitted with claims. CMS is phasing-in the process of calculating risk scores using diagnoses data from the Risk Adjustment Processing System, or RAPS, to diagnoses data from the Encounter Data System, or EDS. The RAPS process requires MA plans to apply a filter logic based on CMS guidelines and only submit diagnoses that satisfy those guidelines. For submissions through EDS, CMS requires MA plans to submit all the encounter data and CMS will apply the risk adjustment filtering logic to determine the risk scores. For 2018, 15% of the risk score was calculated from claims data submitted through EDS. In 2019 and 2020 CMS will increase that percentage to 25% and 50%, respectively. The phase-in from RAPS to EDS could result in different risk scores from each dataset as a result of plan processing issues, CMS processing issues, or filtering logic differences between RAPS and EDS, and could have a material adverse effect on our results of operations, financial position, or cash flows. We estimate risk-adjustment revenues based on medical diagnoses for our membership. The risk-adjustment model, including CMS changes to the submission process, is more fully described in Item 1. – Business under the section titled “Individual Medicare.Medicare, and in Item 1A. - Risk Factors.










Investment Securities
Investment securities totaled $9.1 billion, or 37% of total assets at December 31, 2015, and $9.5$10.4 billion, or 41% of total assets at December 31, 2014.2018, and $12.3 billion, or 45% of total assets at December 31, 2017. Debt securities, detailed below, comprised this entire investment portfolio at December 31, 20152018 and 2014.2017. The fair value of debt securities were as follows at December 31, 20152018 and 2014:2017:
 December 31, 2015 Percentage
of Total
 December 31, 2014 Percentage
of Total
 12/31/2018 Percentage
of Total
 12/31/2017 Percentage
of Total
                
 (dollars in millions) (dollars in millions)
U.S. Treasury and other U.S. government corporations and agencies:                
U.S. Treasury and agency obligations $332
 3.6% $374
 3.9% $417
 4.0% $531
 4.3%
Mortgage-backed securities 1,891
 20.8% 1,498
 15.7% 2,544
 24.4% 1,610
 13.1%
Tax-exempt municipal securities 2,668
 29.3% 3,068
 32.1% 2,771
 26.5% 3,889
 31.6%
Mortgage-backed securities:                
Residential 13
 0.1% 17
 0.2% 55
 0.5% 26
 0.2%
Commercial 985
 10.8% 843
 8.8% 523
 5.0% 456
 3.7%
Asset-backed securities 263
 2.9% 29
 0.3% 985
 9.4% 408
 3.3%
Corporate debt securities 2,958
 32.5% 3,718
 39.0% 3,142
 30.2% 5,382
 43.8%
        
Total debt securities $9,110
 100.0% $9,547
 100.0% $10,437
 100.0% $12,302
 100.0%
        
Approximately 98%97% of our debt securities were investment-grade quality, with a weighted average credit rating of AA by S&P at December 31, 2015.2018. Most of the debt securities that were below investment-grade were rated BB, the

80


higher end of the below investment-grade rating scale. Our investment policy limits investments in a single issuer and requires diversification among various asset types.
Tax-exempt municipal securities included pre-refunded bonds of $178$118 million at December 31, 20152018 and $199$222 million at December 31, 2014.2017. These pre-refunded bonds were secured by an escrow fund consisting of U.S. government obligations sufficient to pay off all amounts outstanding at maturity. The ratings of these pre-refunded bonds generally assume the rating of the government obligations at the time the fund is established. Tax-exempt municipal securities that were not pre-refunded were diversified among general obligation bonds of U.S. states and local municipalities as well as special revenue bonds. General obligation bonds, which are backed by the taxing power and full faith of the issuer, accounted for $1.0$1.4 billion of these municipals in the portfolio. Special revenue bonds, issued by a municipality to finance a specific public works project such as utilities, water and sewer, transportation, or education, and supported by the revenues of that project, accounted for $1.4$1.3 billion of these municipals. Our general obligation bonds are diversified across the U.S. with no individual state exceeding 11%9%. In addition, certain monoline insurers guarantee the timely repayment of bond principal and interest when a bond issuer defaults and generally provide credit enhancement for bond issues related to our tax-exempt municipal securities. We have no direct exposure to these monoline insurers. We owned $173 million and $484 million at December 31, 2015 and 2014, respectively, of tax-exempt securities guaranteed by monoline insurers. The equivalent weighted average S&P credit rating of these tax-exempt securities without the guarantee from the monoline insurer was AA.
Our direct exposure to subprime mortgage lending is limited to investment in residential mortgage-backed securities and asset-backed securities backed by home equity loans. The fair value of securities backed by Alt-A and subprime loans was $1 million at December 31, 2015 and 2014. There are no collateralized debt obligations or structured investment vehicles in our investment portfolio. The percentage of corporate securities associated with the financial services industry was 25% at December 31, 2015 and 21% at December 31, 2014.








Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at December 31, 2015:2018:
  Less than 12 months 12 months or more Total
  Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 
  (in millions)
 December 31, 2015           
 U.S. Treasury and other U.S. government
corporations and agencies:
           
 U.S. Treasury and agency obligations$195
 $(1) $14
 $
 $209
 $(1)
 Mortgage-backed securities1,484
 (20) 86
 (3) 1,570
 (23)
 Tax-exempt municipal securities843
 (3) 52
 (1) 895
 (4)
 Mortgage-backed securities:           
 Residential2
 
 4
 
 6
 
 Commercial626
 (13) 265
 (28) 891
 (41)
 Asset-backed securities258
 (2) 
 
 258
 (2)
 Corporate debt securities918
 (45) 63
 (10) 981
 (55)
 Total debt securities$4,326
 $(84) $484
 $(42) $4,810
 $(126)
  Less than 12 months 12 months or more Total
  Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 
  (in millions)
 December 31, 2018           
 U.S. Treasury and other U.S. government
corporations and agencies:
           
 U.S. Treasury and agency obligations$179
 $(1) $153
 $(2) $332
 $(3)
 Mortgage-backed securities956
 (16) 1,019
 (38) 1,975
 (54)
 Tax-exempt municipal securities809
 (9) 1,648
 (28) 2,457
 (37)
 Mortgage-backed securities:           
 Residential
 
 15
 
 15
 
 Commercial372
 (8) 133
 (6) 505
 (14)
 Asset-backed securities824
 (7) 40
 
 864
 (7)
 Corporate debt securities1,434
 (35) 1,439
 (63) 2,873
 (98)
 Total debt securities$4,574
 $(76) $4,447
 $(137) $9,021
 $(213)
Under the other-than-temporary impairment model for debt securities held, we recognize an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value when we have the intent to sell the debt security or it is more likely than not we will be required to sell the debt security before recovery of our amortized cost basis. However, if we do not intend to sell the debt security, we evaluate the expected cash flows

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to be received as compared to amortized cost and determine if a credit loss has occurred. In the event of a credit loss, only the amount of the impairment associated with the credit loss is recognized currently in income with the remainder of the loss recognized in other comprehensive income.
When we do not intend to sell a security in an unrealized loss position, potential other-than-temporary impairment is considered using a variety of factors, including the length of time and extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a security; payment structure of the security; changes in credit rating of the security by the rating agencies; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date. For debt securities, we take into account expectations of relevant market and economic data. For example, with respect to mortgage and asset-backed securities, such data includes underlying loan level data and structural features such as seniority and other forms of credit enhancements. A decline in fair value is considered other-than-temporary when we do not expect to recover the entire amortized cost basis of the security. We estimate the amount of the credit loss component of a debt security as the difference between the amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. The risks inherent in assessing the impairment of an investment include the risk that market factors may differ from our expectations, facts and circumstances factored into our assessment may change with the passage of time, or we may decide to subsequently sell the investment. The determination of whether a decline in the value of an investment is other than temporary requires us to exercise significant diligence and judgment. The discovery of new information and the passage of time can significantly change these judgments. The status of the general economic environment and significant changes in the national securities markets influence the determination of fair value and the assessment of investment impairment. There is a continuing risk that declines in fair value may occur and additional material realized losses from sales or other-than-temporary impairments may be recorded in future periods.
The recoverability of our non-agency residential and commercial mortgage-backed securities is supported by factors such as seniority, underlying collateral characteristics and credit enhancements. These residential and commercial mortgage-backed securities at December 31, 2015 primarily were composed of senior tranches having high credit support, with over 99% of the collateral consisting of prime loans. The weighted average credit rating of all commercial mortgage-backed securities was AA+ at December 31, 2015.
All issuers of securities we own that were trading at an unrealized loss at December 31, 20152018 remain current on all contractual payments. After taking into account these and other factors previously described, we believe these unrealized losses primarily were caused by an increase in market interest rates in the current markets than whensince the time the securities were purchased. At December 31, 2015,2018, we did not intend to sell the securities with an unrealized loss position in accumulated other comprehensive income, and it is not likely that we will be required to sell these securities before recovery of their amortized cost basis. As a result, we believe that the securities with an unrealized loss were not other-than-temporarily impaired at December 31, 2015.2018. There were no material other-than-temporary impairments in 2015, 2014,2018, 2017, or 2013.2016.
Goodwill and Long-lived Assets
At December 31, 2015,2018, goodwill and other long-lived assets represented 20%23% of total assets and 48%58% of total stockholders’ equity, compared to 24%19% and 59%52%, respectively, at December 31, 2014.2017 with the increase due to our 2018 acquisitions.
We are required to test at least annually for impairment at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A reporting unit either is our operating segments or one level below the operating segments, referred to as a component, which comprise our reportable segments. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. We are required to aggregate the components of an operating segment into one reporting unit if they have similar economic characteristics. Goodwill is assigned to the reporting unit that is expected to benefit from a specific acquisition. The carrying amount of goodwill for our reportable segments has been retrospectively adjusted to conform to the 2015 segment change discussed in Note 2 to the consolidated financial statements included in Item 8. – Financial Statements and Supplementary Data.

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We use a two-stepthe one-step process to review goodwill for impairment. The first step is a screen for potential impairment andto determine both the second step measures theexistence and amount of goodwill impairment, if any. Our strategy, long-range business plan, and annual planning process support our goodwill impairment tests. These tests are performed, at a minimum, annually in the fourth quarter, and are based on an evaluation of future discounted cash flows. We rely on this discounted cash flow analysis to determine fair value. However outcomes from the discounted cash flow analysis are compared to other market approach valuation methodologies for reasonableness. We use discount rates that correspond to a market-based weighted-average cost of capital and terminal growth rates that correspond to long-term growth prospects, consistent with the long-term inflation rate. Key assumptions in our cash flow projections, including changes in membership, premium yields, medical and operating cost trends, and certain government contract extensions, are consistent with those utilized in our long-range business plan and annual planning process. If these assumptions differ from actual, including the impact of the Health Care Reform Law or changes in Government rates, the estimates underlying our goodwill impairment tests could be adversely affected. Goodwill impairment tests completed in each of the last three years did not result in an impairment loss. The fair value of our reporting units with significant goodwill exceeded carrying amounts by a substantial margin. A 100 basis point increase in the discount rate would not have a significant impact on the amount of margin for any of our reporting units with significant goodwill, with the exception of our clinical and provider services reporting unitunits in our Healthcare Services segment. The provider servicesmargin on the clinical reporting unit would decline to approximatelyless than 10% margin after factoring in a 100 basis point increase in the discount rate. The provider reporting unit, while not falling beneath this threshold, was closer than any of our other reporting units. The clinical and provider reporting units account for $524 million and $730 million, respectively, of goodwill.
Long-lived assets consist of property and equipment and other finite-lived intangible assets. These assets are depreciated or amortized over their estimated useful life, and are subject to impairment reviews. We periodically review long-lived assets whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. In assessing recoverability, we must make assumptions regarding estimated future cash flows and other factors to determine if an impairment loss may exist, and, if so, estimate fair value. We also must estimate and make assumptions regarding the useful life we assign to our long-lived assets. If these estimates or their related assumptions change in the future, we may be required to record impairment losses or change the useful life, including accelerating depreciation or amortization for these assets. There were no material impairment losses in the last three years.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our earnings and financial position are exposed to financial market risk, including those resulting from changes in interest rates.
The level of our pretax earnings is subject to market risk due to changes in interest rates and the resulting impact on investment income and interest expense. Prior to 2009, under interest rate swap agreements,In the past we exchangedhave, and in the fixed interest rate under all of our senior notes for a variable interest rate based on LIBOR using interest rate swap agreements. We terminated all of our interest rate swap agreements in 2008. Wefuture we may re-enterenter into interest rate swap agreements in the future depending on market conditions and other factors. Amounts borrowed under the revolving credit portion of our $1.0$2.0 billion unsecured revolving credit agreement bear interest at either LIBOR plus a spread or the base rate plus a spread. There were no borrowings outstanding under our credit agreement at December 31, 20152018 or December 31, 2014.2017.
Interest rate risk also represents a market risk factor affecting our consolidated financial position due to our significant investment portfolio, consisting primarily of fixed maturity securities of investment-grade quality with a weighted average S&P credit rating of AA at December 31, 2015.2018. Our net unrealized position decreased $383$402 million from a net unrealized gain position of $475$198 million at December 31, 20142017 to a net unrealized gainloss position of $92$204 million at December 31, 2015.2018. At December 31, 2015,2018, we had gross unrealized losses of $126$213 million on our investment portfolio primarily due to an increase in market interest rates since the time the securities were purchased. There were no material other-than-temporary impairments during 2015.2018. While we believe that these impairments are temporary and we currently do not have the intent to sell such securities, given the current market conditions and the significant judgments involved, there is a continuing risk that future declines in fair value may occur and material realized losses from sales or other-than-temporary impairments may be recorded in future periods.
Duration is the time-weighted average of the present value of the bond portfolio’s cash flow. Duration is indicative of the relationship between changes in fair value and changes in interest rates, providing a general indication of the

83


sensitivity of the fair values of our fixed maturity securities to changes in interest rates. However, actual fair values may differ significantly from estimates based on duration. The average duration of our investment portfolio, including cash and cash equivalents, was approximately 4.12.9 years as of December 31, 20152018 and 4.1 years as of December 31, 2014.2017. Based on the duration including cash equivalents, a 1% increase in interest rates would generally decrease the fair value of our securities by approximately $459$365 million.
We have also evaluated the impact on our investment income and interest expense resulting from a hypothetical change in interest rates of 100, 200, and 300 basis points over the next twelve-month period, as reflected in the following table. The evaluation was based on our investment portfolio and our outstanding indebtedness at December 31, 20152018 and 2014.2017. Our investment portfolio consists of cash, cash equivalents, and investment securities. The modeling technique used to calculate the pro forma net change in pretax earnings considered the cash flows related to fixed income investments and debt, which are subject to interest rate changes during a prospective twelve-month period. This evaluation measures parallel shifts in interest rates and may not account for certain unpredictable events that may affect interest income, including unexpected changes of cash flows into and out of the portfolio, changes in the asset allocation, including shifts between taxable and tax-exempt securities, and spread changes specific to various investment categories. In the past ten years, changes in 3 month LIBOR rates during the year have not exceeded 300 basis points, once, have not changed between 200 and 300 basis points, have changed between 100 and 200 basis points two times,twice, and have changed by less than 100 basis points seveneight times.

 Increase (decrease) in
pretax earnings given an
interest rate decrease of
X basis points
 Increase (decrease) in
pretax earnings given an
interest rate increase of
X basis points
 Increase (decrease) in
pretax earnings given an
interest rate decrease of
X basis points
 Increase (decrease) in
pretax earnings given an
interest rate increase of
X basis points
 (300) (200) (100) 100 200 300 (300) (200) (100) 100 200 300
 (in millions) (in millions)
As of December 31, 2015            
As of December 31, 2018            
Investment income (a) $(33) $(27) $(21) $41
 $82
 $124
 $(154) $(114) $(57) $58
 $116
 $175
Interest expense (b) 3
 3
 3
 (3) (6) (9) 31
 20
 10
 (10) (20) (31)
Pretax $(30) $(24) $(18) $38
 $76
 $115
 $(123) $(94) $(47) $48
 $96
 $144
As of December 31, 2014            
As of December 31, 2017            
Investment income (a) $(20) $(15) $(9) $42
 $85
 $128
 $(87) $(83) $(67) $67
 $134
 $202
Interest expense (b) 
 
 
 
 
 
 2
 2
 2
 (2) (3) (5)
Pretax $(20) $(15) $(9) $42
 $85
 $128
 $(85) $(81) $(65) $65
 $131
 $197
(a)As of December 31, 20152018 and 2014,2017, some of our investments had interest rates below 3% so the assumed hypothetical change in pretax earnings does not reflect the full 3% point reduction.
(b)The interest rate under our senior notes is fixed. There were no borrowings outstanding under the credit agreement at December 31, 20152018 or December 31, 2014.2017. There was $299$645 million and $150 million outstanding under our commercial paper program at December 31, 2015.2018 and 2017, respectively. As of December 31, 2015,2017, our interest rate under our commercial paper program was less than 1%2% so the assumed hypothetical change in pretax earnings does not reflect the full 1%2% point reduction. There were no borrowings outstanding under our commercial paper program at December 31, 2014.


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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Humana Inc.
CONSOLIDATED BALANCE SHEETS
December 31,December 31,
2015 20142018 2017
(in millions, except
share amounts)
(in millions, except
share amounts)
ASSETS      
Current assets:      
Cash and cash equivalents$2,571
 $1,935
$2,343
 $4,042
Investment securities7,267
 7,598
10,026
 9,557
Receivables, less allowance for doubtful accounts
of $101 in 2015 and $98 in 2014
1,161
 1,053
Receivables, less allowance for doubtful accounts
of $79 in 2018 and $96 in 2017
1,015
 854
Other current assets4,712
 4,007
3,564
 2,949
Assets held-for-sale
 943
Total current assets15,711
 15,536
16,948
 17,402
Property and equipment, net1,384
 1,228
1,735
 1,584
Long-term investment securities1,843
 1,949
411
 2,745
Equity method investment in Kindred at Home1,047
 
Goodwill3,265
 3,231
3,897
 3,281
Other long-term assets2,502
 1,583
1,375
 2,166
Total assets$24,705
 $23,527
$25,413
 $27,178
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:      
Benefits payable$4,976
 $4,475
$4,862
 $4,668
Trade accounts payable and accrued expenses2,212
 2,095
3,067
 4,069
Book overdraft301
 334
171
 141
Unearned revenues364
 361
283
 378
Short-term borrowings299
 
Liabilities held-for-sale
 206
Short-term debt1,694
 150
Total current liabilities8,152
 7,471
10,077
 9,406
Long-term debt3,821
 3,825
4,375
 4,770
Future policy benefits payable2,151
 2,349
219
 2,923
Other long-term liabilities235
 236
581
 237
Total liabilities14,359
 13,881
15,252
 17,336
Commitments and contingencies (Note 16)
 

 
Stockholders’ equity:      
Preferred stock, $1 par; 10,000,000 shares authorized; none issued
 

 
Common stock, $0.16 2/3 par; 300,000,000 shares authorized;
198,372,059 shares issued at December 31, 2015 and 197,951,551
shares issued at December 31, 2014
33
 33
Common stock, $0.16 2/3 par; 300,000,000 shares authorized;
198,594,841 shares issued at December 31, 2018 and 198,572,458
shares issued at December 31, 2017
33
 33
Capital in excess of par value2,530
 2,330
2,535
 2,445
Retained earnings11,017
 9,916
15,072
 13,670
Accumulated other comprehensive income58
 223
Treasury stock, at cost, 50,084,043 shares at December 31, 2015
and 48,347,541 shares at December 31, 2014
(3,292) (2,856)
Accumulated other comprehensive (loss) income(159) 19
Treasury stock, at cost, 63,028,169 shares at December 31, 2018
and 60,893,762 shares at December 31, 2017
(7,320) (6,325)
Total stockholders’ equity10,346
 9,646
10,161
 9,842
Total liabilities and stockholders’ equity$24,705
 $23,527
$25,413
 $27,178
The accompanying notes are an integral part of the consolidated financial statements.

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Humana Inc.
CONSOLIDATED STATEMENTS OF INCOME
For the year ended December 31,For the year ended December 31,
2015 2014 20132018 2017 2016
(in millions, except per share results)(in millions, except per share results)
Revenues:          
Premiums$52,409
 $45,959
 $38,829
$54,941
 $52,380
 $53,021
Services1,406
 2,164
 2,109
1,457
 982
 969
Investment income474
 377
 375
514
 405
 389
Total revenues54,289
 48,500
 41,313
56,912
 53,767
 54,379
Operating expenses:          
Benefits44,269
 38,166
 32,564
45,882
 43,496
 45,007
Operating costs7,318
 7,639
 6,355
7,525
 6,567
 7,173
Merger termination fee and related costs, net
 (936) 104
Depreciation and amortization355
 333
 333
405
 378
 354
Total operating expenses51,942
 46,138
 39,252
53,812
 49,505
 52,638
Income from operations2,347
 2,362
 2,061
3,100
 4,262
 1,741
Gain on sale of business270
 
 
Loss on sale of business786
 
 
Interest expense186
 192
 140
218
 242
 189
Income before income taxes2,431
 2,170
 1,921
Other expense, net33
 
 
Income before income taxes and equity in net earnings2,063
 4,020
 1,552
Provision for income taxes1,155
 1,023
 690
391
 1,572
 938
Equity in net earnings of Kindred at Home11
 
 
Net income$1,276
 $1,147
 $1,231
$1,683
 $2,448
 $614
Basic earnings per common share$8.54
 $7.44
 $7.81
$12.24
 $16.94
 $4.11
Diluted earnings per common share$8.44
 $7.36
 $7.73
$12.16
 $16.81
 $4.07
Dividends declared per common share$1.15
 $1.11
 $1.07
The accompanying notes are an integral part of the consolidated financial statements.

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Humana Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,For the year ended December 31,
2015 2014 20132018 2017 2016
(in millions)(in millions)
Net income$1,276
 $1,147
 $1,231
$1,683
 $2,448
 $614
Other comprehensive (loss) income:     
Change in gross unrealized investment gains/losses(114) 122
 (338)
Other comprehensive income (loss):     
Change in gross unrealized investment losses/gains(189) 149
 (101)
Effect of income taxes42
 (44) 124
51
 (55) 38
Total change in unrealized investment
gains/losses, net of tax
(72) 78
 (214)(138) 94
 (63)
Reclassification adjustment for net realized
gains included in investment income
(146) (20) (22)(53) (14) (96)
Effect of income taxes53
 7
 8
17
 5
 35
Total reclassification adjustment, net of tax(93) (13) (14)(36) (9) (61)
Other comprehensive (loss) income, net of tax(165) 65
 (228)(174) 85
 (124)
Comprehensive income attributable to our equity method
investment in Kindred at Home
(4) 
 
Comprehensive income$1,111
 $1,212
 $1,003
$1,505
 $2,533
 $490
The accompanying notes are an integral part of the consolidated financial statements.


87








Humana Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock 
Capital In
Excess of
Par Value
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Total
Stockholders’
Equity
Common Stock 
Capital In
Excess of
Par Value
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Total
Stockholders’
Equity
Issued
Shares
 Amount 
Issued
Shares
 Amount 
(dollars in millions, share amounts in thousands)(dollars in millions, share amounts in thousands)
Balances, January 1, 2013194,471
 $32
 $2,101
 $7,881
 $386
 $(1,553) $8,847
Net income      1,231
     1,231
Other comprehensive income        (228)   (228)
Common stock repurchases          (531) (531)
Dividends and dividend
equivalents
    
 (170)     (170)
Stock-based compensation    92
       92
Restricted stock unit vesting563
 
         
Stock option exercises1,242
 1
 66
       67
Stock option and restricted
stock tax benefit
    8
       8
Balances, December 31, 2013196,276
 33
 2,267
 8,942
 158
 (2,084) 9,316
Balances, January 1, 2016198,372
 $33
 $2,530
 $11,017
 $58
 $(3,292) $10,346
Net income      1,147
     1,147

 
 
 614
 
 
 614
Other comprehensive loss        65
   65

 
 
 
 (124) 
 (124)
Common stock repurchases    (100)     (772) (872)
 
 
 
 
 (104) (104)
Dividends and dividend
equivalents
    
 (173)     (173)
 
 
 (177) 
 
 (177)
Stock-based compensation    98
       98

 
 115
 
 
 
 115
Restricted stock unit vesting966
 
         
13
 
 (98) 
 
 98
 
Stock option exercises710
 
 52
       52
110
 
 13
 
 
 
 13
Stock option and restricted
stock tax benefit
    13
       13

 
 2
 
 
 
 2
Balances, December 31, 2014197,952
 33
 2,330
 9,916
 223
 (2,856) 9,646
Balances, December 31, 2016198,495
 33
 2,562
 11,454
 (66) (3,298) 10,685
Net income      1,276
     1,276

     2,448
     2,448
Other comprehensive income        (165)   (165)
       85
   85
Common stock repurchases    100
     (485) (385)
   (200)     (3,165) (3,365)
Dividends and dividend
equivalents
    
 (175)     (175)
   
 (232)     (232)
Stock-based compensation    109
       109

   157
       157
Restricted stock unit vesting159
 
 (49)     49
 

 
 (138)     138
 
Stock option exercises261
 
 23
       23
77
 
 64
       64
Stock option and restricted
stock tax benefit
    17
       17
Balances, December 31, 2015198,372
 $33
 $2,530
 $11,017
 $58
 $(3,292) $10,346
Balances, December 31, 2017198,572
 33
 2,445
 13,670
 19
 (6,325) 9,842
Net income      1,683
     1,683
Other comprehensive loss      (4) (178)   (182)
Common stock repurchases    50
     (1,140) (1,090)
Dividends and dividend
equivalents
    
 (277)     (277)
Stock-based compensation    137
       137
Restricted stock unit vesting
 
 (145)     145
 
Stock option exercises23
 
 48
     
 48
Balances, December 31, 2018198,595
 $33
 $2,535
 $15,072
 $(159) $(7,320) $10,161
The accompanying notes are an integral part of the consolidated financial statements.

88



Humana Inc.
CONSOLIDATED STATEMENTS OF CASH FLOW
 For the year ended December 31,
 2018 2017 2016
 (in millions)
Cash flows from operating activities     
Net income$1,683
 $2,448
 $614
Adjustments to reconcile net income to net cash provided by operating activities:     
Loss on sale of business786
 
 
Net realized capital gains(90) (14) (96)
Equity in net earnings of Kindred at Home(11) 
 
Stock-based compensation137
 157
 115
Depreciation444
 410
 388
Amortization90
 75
 77
Provision (benefit) for deferred income taxes194
 132
 (71)
Provision for doubtful accounts36
 20
 39
Changes in operating assets and liabilities, net of effect of businesses acquired and dispositions:     
Receivables(200) 406
 (158)
Other assets(484) (582) 426
Benefits payable252
 105
 (413)
Other liabilities(676) 641
 937
Unearned revenues(95) 98
 (84)
Other107
 155
 162
    Net cash provided by operating activities2,173
 4,051
 1,936
Cash flows from investing activities     
Acquisitions, net of cash acquired(354) (31) (7)
Acquisition, equity method investment in Kindred at Home(1,095)



Cash transferred in sale of business(805) 
 
Purchases of property and equipment(612) (524) (527)
Purchases of investment securities(4,687) (6,265) (6,566)
Maturities of investment securities972
 1,111
 1,426
Proceeds from sales of investment securities3,494
 2,768
 4,312
    Net cash used in investing activities(3,087) (2,941) (1,362)
Cash flows from financing activities     
 (Withdrawals) receipts from contract deposits, net(640) 1,823
 1,093
Proceeds from issuance of senior notes, net
 1,779
 
Proceeds from issuance (repayments) of commercial paper, net485
 (153) (2)
Proceeds from term loan1,000




Repayment of term loan(350) 
 
Repayment of long-term debt
 (800) 
Common stock repurchases(1,090) (3,365) (104)
Dividends paid(265) (220) (177)
Change in book overdraft30
 (71) (89)
Proceeds from stock option exercises and other, net45
 62
 11
    Net cash (used in) provided by financing activities(785) (945) 732
(Decrease) increase in cash and cash equivalents(1,699) 165
 1,306
Cash and cash equivalents at beginning of year4,042
 3,877
 2,571
Cash and cash equivalents at end of year$2,343
 $4,042
 $3,877








Humana Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWSFLOW—(Continued)
 For the year ended December 31,
 2015 2014 2013
 (in millions)
Cash flows from operating activities     
Net income$1,276
 $1,147
 $1,231
Adjustments to reconcile net income to net cash
provided by operating activities:
     
Gain on sale of business(270) 
 
Depreciation354
 328
 309
Amortization93
 121
 117
Stock-based compensation109
 98
 92
Net realized capital gains(146) (20) (22)
(Benefit) provision for deferred income taxes(2) (64) 42
Provision for doubtful accounts61
 32
 37
Changes in operating assets and liabilities, net of
effect of businesses acquired and dispositions:
     
Receivables(180) (264) (251)
Other assets(872) (952) (330)
Benefits payable501
 582
 109
Other liabilities(129) 413
 313
Unearned revenues3
 155
 (24)
Other70
 42
 93
    Net cash provided by operating activities868
 1,618
 1,716
Cash flows from investing activities     
Acquisitions, net of cash acquired(38) (18) (187)
Proceeds from sale of business1,061
 72
 34
Purchases of property and equipment(523) (528) (441)
Proceeds from sales of property and equipment1
 
 4
Purchases of investment securities(6,739) (2,883) (3,261)
Maturities of investment securities1,065
 885
 1,077
Proceeds from sales of investment securities5,493
 2,409
 1,592
    Net cash provided by (used in) investing activities320
 (63) (1,182)
Cash flows from financing activities     
Receipts (withdrawals) from contract deposits, net(296) (919) (150)
Proceeds from issuance of senior notes, net
 1,733
 
Proceeds from issuance of commercial paper, net298
 
 
Repayment of long-term debt
 (500) 
Common stock repurchases(385) (872) (531)
Dividends paid(172) (172) (168)
Excess tax benefit from stock-based compensation15
 12
 8
Change in book overdraft(33) (69) 79
Proceeds from stock option exercises and other, net21
 29
 60
    Net cash used in financing activities(552) (758) (702)
Increase (decrease) in cash and cash equivalents636
 797
 (168)
Cash and cash equivalents at beginning of year1,935
 1,138
 1,306
Cash and cash equivalents at end of year$2,571
 $1,935
 $1,138
Supplemental cash flow disclosures:     
Interest payments$187
 $143
 $146
Income tax payments, net$1,179
 $1,030
 $734
Details of businesses acquired in purchase transactions:     
Fair value of assets acquired, net of cash acquired$38
 $18
 $196
Less: Fair value of liabilities assumed
 
 (9)
Cash paid for acquired businesses, net of cash acquired$38
 $18
 $187
 For the year ended December 31,
 2018 2017 2016
Supplemental cash flow disclosures:(in millions)
Interest payments$195
 $216
 $185
Income tax payments, net$631
 $1,498
 $916
Details of businesses acquired in purchase transactions:     
Fair value of assets acquired, net of cash acquired$392
 $31
 $7
Less: Fair value of liabilities assumed(38) 
 
Cash paid for acquired businesses, net of cash acquired$354
 $31
 $7

The accompanying notes are an integral part of the consolidated financial statements.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. REPORTING ENTITY
Nature of Operations
Humana Inc., headquartered in Louisville, Kentucky, is a leading health and well-being company focused on making it easy for peoplecommitted to helping our millions of medical and specialty members achieve their best health with clinical excellence through coordinated care.health. Our strategy integratessuccessful history in care delivery and health plan administration is helping us create a new kind of integrated care with the member experience,power to improve health and well‐being and lower costs. Our efforts are leading to a better quality of life for people with Medicare, families, individuals, military service personnel, and communities at large. To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and consumer insights to encourage engagement, behavior change, proactive clinical outreachtools, such as in‐home care, behavioral health, pharmacy services, data analytics and wellness for the millions of people we serve across the country.solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective. References throughout these notes to consolidated financial statements to “we,” “us,” “our,” “Company,” and “Humana,” mean Humana Inc. and its subsidiaries. We derived approximately 73%81% of our total premiums and services revenue from contracts with the federal government in 2015,2018, including 14%15% related to our federal government contracts with the Centers for Medicare and Medicaid Services, or CMS, to provide health insurance coverage for individual Medicare Advantage members in Florida. CMS is the federal government’s agency responsible for administering the Medicare program.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Our consolidated financial statements include the accounts of Humana Inc. and subsidiaries that the Company controls, including variable interest entities associated with medical practices for which we are the primary beneficiary. We do not own many of our medical practices but instead enter into exclusive management agreements with the affiliated Professional Associations, or P.A.s, that operate these medical practices. Based upon the provisions of these agreements, these affiliated P.A.s are variable interest entities and we are the primary beneficiary, and accordingly we consolidatedconsolidate the affiliated P.A.s. All significant intercompany balances and transactions have been eliminated.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The areas involving the most significant use of estimates are the estimation of benefits payable, future policy benefits payable, the impact of risk adjustment provisions related to our Medicare contracts, the valuation and related impairment recognition of investment securities, and the valuation and related impairment recognition of long-lived assets, including goodwill. These estimates are based on knowledge of current events and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.
Certain amounts have been reclassified to conform toWorkforce Optimization
During the third quarter of 2017, we initiated a voluntary early retirement program and an involuntary workforce reduction program. These programs impacted approximately 3,600 associates, or 7.8% of our workforce. As a result, in 2017 we recorded charges of $148 million, or $0.64 per diluted common share. At December 31, 2017, $140 million was classified as a current year presentation, including business segment reclassifications discussed below and the reclassification of Concentra Inc. assets and liabilities as held-for-saleliability, included in our consolidated balance sheet in the trade accounts payable and accrued expenses line. Payments under these programs are being made upon termination during the early retirement or severance pay period. The remaining workforce optimization liability at December 31, 2014 balance sheet for comparative purposes. Refer2018, was $12 million and is expected to Note 3 for a discussion of the sale of Concentrabe paid in June 2015.2019.
Aetna Merger

On July 2, 2015, we entered into anFebruary 16, 2017, under the terms of the Agreement and Plan of Merger, which we refer to in this report as theor Merger Agreement, with Aetna Inc., and certain wholly owned subsidiaries of Aetna Inc., which we collectively refer to collectively as Aetna, we received a breakup fee of $1 billion from Aetna, which sets forth the terms and conditions under which we will merge with, and become a wholly owned subsidiaryis included in our consolidated statement of Aetna, a transaction we refer to in this report as the Merger. Under the terms of the Merger Agreement, at the closing of the Merger, each outstanding share of our common stock will be converted into the right to receive (i) 0.8375 of a share of Aetna common stock and (ii) $125 in cash. The total transaction was estimated at approximately $37 billion including the assumption of Humana debt, based on the closing price of Aetna common shares on July 2, 2015. The Merger Agreement includes customary restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our businessincome in the ordinary courseline captioned "Merger termination fee and subjecting us to a variety of customary specified limitations absent Aetna’s prior written consent, including, for example, limitations on dividends (we agreed that ourrelated costs, net."

90





Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

quarterly dividend will not exceed $0.29 per share) and repurchases of our securities (we agreed to suspend our share repurchase program), restrictions on our ability to enter into material contracts, and negotiated thresholds for capital expenditures, capital contributions, acquisitions and divestitures of businesses.
On October 19, 2015, our stockholders approved the adoption of the Merger Agreement at a special stockholder meeting. Also on October 19, 2015, the holders of Aetna outstanding shares approved the issuance of Aetna common stock in the Merger at a special meeting of Aetna shareholders.
The Merger is subject to customary closing conditions, including, among other things, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of necessary approvals under state insurance and healthcare laws and regulations and pursuant to certain licenses of certain of Humana’s subsidiaries, (ii) the absence of legal restraints and prohibitions on the consummation of the Merger, (iii) listing of the Aetna common stock to be issued in the Merger on the New York Stock Exchange, (iv) subject to the relevant standards set forth in the Merger Agreement, the accuracy of the representations and warranties made by each party, (v) material compliance by each party with its covenants in the Merger Agreement, and (vi) no “Company Material Adverse Effect” with respect to us and no “Parent Material Adverse Effect” with respect to Aetna, in each case since the execution of and as defined in the Merger Agreement. In addition, Aetna’s obligation to consummate the Merger is subject to (a) the condition that the required regulatory approvals do not impose any condition that, individually or in the aggregate, would reasonably be expected to have a “Regulatory Material Adverse Effect” (as such term is defined in the Merger Agreement), and (b) CMS has not imposed any sanctions with respect to our Medicare Advantage, or MA, business that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to us and our subsidiaries, taken as a whole. The Merger is currently expected to close in the second half of 2016.
Business Segment Reclassifications
On January 1, 2015, we realigned certain of our businesses among our reportable segments to correspond with internal management reporting changes and renamed our Employer Group segment to the Group segment. Our three reportable segments remain Retail, Group, and Healthcare Services. The more significant realignments included reclassifying Medicare benefits offered to groups to the Retail segment from the Group segment, bringing all of our Medicare offerings, which are now managed collectively, together in one segment, recognizing that in some instances we market directly to individuals that are part of a group Medicare account. In addition, we realigned our military services business, primarily consisting of our TRICARE South Region contract previously included in the Other Businesses category, to our Group segment as we consider this contract with the government to be a group account. Prior period segment financial information has been recast to conform to the 2015 presentation. See Note 17 for segment financial information and Note 9 for goodwill information by segment.
Health Care Reform
The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the Health Care Reform Law) enacted significant reforms to various aspects of the U.S. health insurance industry. Certain of these reforms became effective January 1, 2014, including an annual insurance industry premium-based fee and the establishment of federally-facilitated or state-based exchanges coupledexchanges. Operating results for our individual commercial medical business compliant with three premium stabilization programs, as described more fully below.
Thethe Health Care Reform Law imposes anwere challenged primarily due to unanticipated modifications in the program subsequent to the passing of the Health Care Reform Law, resulting in higher covered population morbidity and the ensuing enrollment and claims issues causing volatility in claims experience. As a result of these and other factors, we exited our individual commercial medical business effective January 1, 2018.
The annual premium-based fee on health insurers for each calendar year beginning on or after January 1, 2014 which is not deductible for tax purposes. We are required to estimate a liability for the health insurerinsurance industry fee and record it in full once qualifying insurance coverage is provided in the applicable calendar year in which the fee is payable with a corresponding deferred cost that is amortized ratably to expense over the same calendar year. We record the liability for the health insurerinsurance industry fee in trade accounts payable and accrued expenses and record the deferred cost in other current assets in our consolidated financial statements. We pay the health insurerinsurance industry fee in September or October of each year. The Consolidated Appropriations Act 2016, enacted on December 18, 2015, included a one-time one year suspension in 2017 of the health insurerinsurance industry fee. See Note 7 for detail regarding amountsIn 2018, we paid the federal government $1.04 billion for the annual health insurer fee.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Health Care Reform Law also establishes risk spreading premium stabilization programs effective January 1, 2014. The risk spreading programs are applicableinsurance industry fee attributed to certain of our commercial medical insurance products.calendar year 2018. In 2016, we paid the aggregate, our commercial medical insurance products represented approximately 18% of our total premiums and services revenuefederal government $916 million for the year ended December 31, 2015, a subset of which is subject to these programs. These programs, commonly referred to as the 3Rs, include a permanent risk adjustment program, a transitional reinsurance program, and a temporary risk corridors program designed to more evenly spread the financial risk borne by issuers and to mitigate the risk that issuers would have mispriced products. The transitional reinsurance and temporary risk corridors programs are for years 2014 through 2016, with potential for additional reinsurance recoveries through 2018 to the extent funds are available. Policies issued prior to March 23, 2010 are considered grandfathered policies and are exempt from the 3Rs. Certain states have allowed non-grandfathered policies issued prior to January 1, 2014 to extend the date of required transition to policies compliant with the Health Care Reform Law to as late as 2017. Accordingly, such policies are exempt from the 3Rs until they transition to policies compliant with the Health Care Reform Law.
The permanent risk adjustment program adjusts the premiums that commercial individual and small groupannual health insurance issuers receive basedindustry fee attributed to calendar year 2016. The Continuing Resolution bill, H.R. 195, enacted on the demographic factors and health status of each member as derived from currentJanuary 22, 2018, included a one year medical diagnosis as reported throughout the year. This program transfers funds from lower risk plans to higher risk plans within similar planssuspension in the same state. The risk adjustment program is applicable to commercial individual and small group health plans (except certain exempt and grandfathered plans as discussed above) operating both inside and outside2019 of the health insurance exchanges establishedindustry fee, but under current law, the Health Care Reform Law. Under the risk adjustment program, a risk scorefee is assignedscheduled to each covered member to determine an average risk score at the individual and small group level by legal entityresume in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state. Each health insurance issuer’s average risk score is compared to the state’s average risk score. Plans with an average risk score below the state average will pay into a pool and health insurance issuers with an average risk score that is greater than the state average risk score will receive money from that pool. We generally rely on providers, including certain network providers who are our employees, to appropriately document all medical data, including the diagnosis codes submitted with claims, as the basis for our risk scores under the program. Our estimate of amounts receivable and/or payable under the risk adjustment program is based on our estimate of both our own and the state average risk scores. Assumptions used in these estimates include but are not limited to published third party studies and other publicly available data including regulatory plan filings, geographic considerations including our historical experience in markets we have participated in over a long period of time, member demographics (including age and gender for our members and other health insurance issuers), our pricing model, sales data for each metal tier (different metal tiers yield different risk scores), and the mix of previously underwritten membership as compared to new members in plans compliant with the Health Care Reform Law. We refine our estimates as new information becomes available, including additional data released by the Department of Health and Human Services, or HHS, regarding estimates of state average risk scores. Risk adjustment is subject to audit by HHS beginning with the 2015 coverage year, however, there will be no payments associated with these audits for 2015, the pilot year for the audits.
The temporary risk corridor program applies to individual and small group Qualified Health Plans (or substantially equivalent plans), or QHPs, as defined by HHS, operating both inside and outside of the exchanges. Accordingly, plans subject to risk adjustment that are not QHPs, including our small group health plans, were not subject to the risk corridor program in 2014 or 2015. The risk corridor provisions limit issuer gains and losses by comparing allowable medical costs to a target amount, each defined/prescribed by HHS, and sharing the risk for allowable costs with the federal government. Allowable medical costs are adjusted for risk adjustment settlements, transitional reinsurance recoveries, and cost sharing reductions received from HHS. Variances from the target exceeding certain thresholds may result in HHS making additional payments to us or require us to refund HHS a portion of the premiums we received.
We estimate and recognize adjustments to premiums revenue for the risk adjustment and risk corridor provisions by projecting our ultimate premium for the calendar year separately for individual and group plans by state and legal entity. Estimated calendar year settlement amounts are recognized ratably during the year and are revised each period to reflect current experience, including changes in risk scores derived from medical diagnoses submitted by providers. We record receivables or payables at the individual or group level within each state and legal entity and classify the amounts as current or long-term in our consolidated balance sheets based on the timing of expected settlement.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The transitional reinsurance program requires us to make reinsurance contributions for calendar years 2014 through 2016 to a state or HHS established reinsurance entity based on a national contribution rate per covered member as determined by HHS. While all commercial medical plans, including self-funded plans, are required to fund the reinsurance entity, only fully-insured non-grandfathered plans compliant with the Health Care Reform Law in the individual commercial market will be eligible for recoveries if individual claims exceed a specified threshold. Accordingly, we account for transitional reinsurance contributions associated with all commercial medical health plans other than these non-grandfathered individual plans as an assessment in operating costs in our consolidated statements of income. We account for contributions made by individual commercial plans compliant with the Health Care Reform Law, which are subject to recoveries, as ceded premiums (a reduction of premiums) and similarly we account for any recoveries as ceded benefits (a reduction of benefits expense) in our consolidated statements of income.
We are required to remit payment for our per member reinsurance contribution, exclusive of the portion payable to the U.S. Treasury, by January 15 of the year following the coverage year, or January 15, 2016 for the 2015 coverage year. The portion of the reinsurance contribution due to the U.S. Treasury must be paid by November 15 of the year following the coverage year, or November 15, 2016 for the 2015 coverage year. Risk adjustment calculations will be completed and HHS will notify us of recoveries due or payments owed to/from us under the risk adjustment and reinsurance programs by June 30 of the year following the coverage year. Following this notification, risk corridor calculations are then due by July 31 of the year following the coverage year. Payments due to HHS under the risk adjustment and risk corridor programs must be remitted within 30 days of notification for each program and will be collected prior to the distribution of recoveries by HHS under each program. Payment and recovery amounts associated with reinsurance and risk adjustment will generally be settled with HHS annually in the year following the coverage year. Accordingly, for the 2015 coverage year, we expect to receive recoveries and/or pay amounts due under these programs in 2016. The risk corridor program is a three year program. We are required to pay gross risk corridor payables in the second half of the year following the coverage year. Interim settlements of risk corridor receivables in the year following the coverage year are limited to risk corridor amounts collected by HHS and available for distribution in the year following the coverage year. HHS guidance provides that risk corridor collections over the life of the three year program will first be applied to any shortfalls from previous coverage years before application to current year obligations. Risk corridor payables to issuers are obligations of the United States Government under the Health Care Reform law which requires the Secretary of HHS to make full payments to issuers. In the event of a shortfall at the end of the three year program, HHS has asserted it will explore other sources of funding for risk corridor payments, subject to the availability of appropriations.
See Note 7 for detail regarding amounts recorded to the consolidated balance sheets related to the 3Rs.
In addition to the provisions discussed above, beginning in 2014, HHS pays us a portion of the health care costs for low-income individual members for which we assume no risk in accordance with the Health Care Reform Law. We account for these subsidies as a deposit in our consolidated balance sheets and as a financing activity in our consolidated statements of cash flows. We do not recognize premiums revenue or benefits expense for these subsidies. Receipt and payment activity is accumulated at the state and legal entity level and recorded in our consolidated balance sheet in other current assets or trade accounts payable and accrued expenses depending on the state and legal entity balance at the end of the reporting period. We will be notified of final settlement amounts by June 30 of the year following the coverage year. Receipts from HHS associated with cost sharing subsidies for which we do not assume risk were approximately $478 million, exceeding payments of $409 million by $69 million for the year ended December 31, 2015. For the year ended December 31, 2014, receipts from HHS associated with cost sharing subsidies for which we do not assume risk were approximately $281 million, exceeding payments of $255 million by $26 million. The program began in 2014, and as such, there were no receipts or payments from HHS for cost sharing subsidies in 2013.2020.
Cash and Cash Equivalents
Cash and cash equivalents include cash, time deposits, money market funds, commercial paper, other money market instruments, and certain U.S. Government securities with an original maturity of three months or less. Carrying value approximates fair value due to the short-term maturity of the investments.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Investment Securities
Investment securities, which consist entirely of debt securities, have been categorized as available for sale and, as a result, are stated at fair value. Investment securities available for current operations are classified as current assets. Investment securities available for our long-term insurance products and professional liability funding requirements, as well as restricted statutory deposits, are classified as long-term assets. For the purpose of determining gross realized gains and losses, which are included as a component of investment income in the consolidated statements of income, the cost of investment securities sold is based upon specific identification. Unrealized holding gains and losses, net of applicable deferred taxes, are included as a component of stockholders’ equity and comprehensive income until realized from a sale or other-than-temporary impairment.
Under the other-than-temporary impairment model for debt securities held, we recognize an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value when we have the intent to sell the debt security or it is more likely than not we will be required to sell the debt security before recovery of our amortized cost basis. However, if we do not intend to sell the debt security, we evaluate the expected cash flows to be received as compared to amortized cost and determine if a credit loss has occurred. In the event of a credit loss, only the amount of the impairment associated with the credit loss is recognized currently in income with the remainder of the loss recognized in other comprehensive income.
When we do not intend to sell a security in an unrealized loss position, potential other-than-temporary impairment is considered using a variety of factors, including the length of time and extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a security; payment structure of the security; changes in credit rating of the security by the rating agencies; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date. For debt securities, we take into account expectations of relevant market and economic data. For example, with respect to mortgage and asset-backed securities, such data includes underlying loan level data and structural features such as seniority and other forms of




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credit enhancements. A decline in fair value is considered other-than-temporary when we do not expect to recover the entire amortized cost basis of the security. We estimate the amount of the credit loss component of a debt security as the difference between the amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase.
Receivables and Revenue Recognition
We generally establish one-year commercial membership contracts with employer groups, subject to cancellation by the employer group on 30-day written notice. Our Medicare contracts with CMS renew annually. Our military services contracts with the federal government and ourcertain contracts with various state Medicaid programs generally are multi-year contracts subject to annual renewal provisions. Individual polices are subject to the requirements of the Health Care Reform Law as discussed previously.
Premiums Revenue
We bill and collect premium from employer groups and members in our Medicare and other individual products monthly. We receive monthly premiums from the federal government and various states according to government specified payment rates and various contractual terms. ChangesWe bill and collect premium from employer groups and members in revenues for our Medicare and other individual commercial medical products monthly. Changes in premium revenues resulting from the periodic changes in risk-adjustment scores derived from medical diagnoses for our membership are estimated by projecting the ultimate annual premium and are recognized ratably during the year, with adjustments each period to reflect changes in risk corridor estimatesthe ultimate premium. Receivables or payables are recognized whenclassified as current or long-term in our consolidated balance sheet based on the amounts become determinable andtiming of the collectibility is reasonably assured.expected settlement.
Premiums revenue is estimated by multiplying the membership covered under the various contracts by the contractual rates. Premiums revenue is recognized as income in the period members are entitled to receive services, and is net of estimated uncollectible amounts, retroactive membership adjustments, and adjustments to recognize rebates under the minimum benefit ratios required under the Health Care Reform Law. We estimate policyholder rebates by projecting calendar year minimum benefit ratios for the individual, small group and large group markets, as defined by the Health Care Reform Law using a methodology prescribed by HHS, separately by state and legal entity. Beginning

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in 2014, Medicare Advantage products wereare also subject to minimum benefit ratio requirements under the Health Care Reform Law. Estimated calendar year rebates recognized ratably during the year are revised each period to reflect current experience. Retroactive membership adjustments result from enrollment changes not yet processed, or not yet reported by an employer group or the government. We routinely monitor the collectibility of specific accounts, the aging of receivables, historical retroactivity trends, estimated rebates, as well as prevailing and anticipated economic conditions, and reflect any required adjustments in current operations. Premiums received prior to the service period are recorded as unearned revenues.
Medicare Part D
We cover prescription drug benefits in accordance with Medicare Part D under multiple contracts with CMS. The payments we receive monthly from CMS and members, which are determined from our annual bid, represent amounts for providing prescription drug insurance coverage. We recognize premiums revenue for providing this insurance coverage ratably over the term of our annual contract. Our CMS payment is subject to risk sharing through the Medicare Part D risk corridor provisions. In addition, receipts for reinsurance and low-income cost subsidies as well as receipts for certain discounts on brand name prescription drugs in the coverage gap represent payments for prescription drug costs for which we are not at risk.
The risk corridor provisions compare costs targeted in our bids to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS making additional payments to us or require us to refund to CMS a portion of the premiums we received. As risk corridor provisions are considered in our overall annual bid process, we estimate and recognize an adjustment to premiums revenue related to these provisions based upon pharmacy claims experience. We record a receivable or payable at the contract level and classify the amount as current or long-term in our consolidated balance sheets based on the timing of expected settlement.
Reinsurance and low-income cost subsidies represent funding from CMS in connection with the Medicare Part D program for which we assume no risk. Reinsurance subsidies represent funding from CMS for its portion of prescription drug costs which exceed the member’s out-of-pocket threshold, or the catastrophic coverage level. Low-income cost subsidies represent




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funding from CMS for all or a portion of the deductible, the coinsurance and co-payment amounts above the out-of-pocket threshold for low-income beneficiaries. Monthly prospective payments from CMS for reinsurance and low-income cost subsidies are based on assumptions submitted with our annual bid. A reconciliation and related settlement of CMS’s prospective subsidies against actual prescription drug costs we paid is made after the end of the year. The Health Care Reform Law mandates consumer discounts of 50% on brand name prescription drugs for Part D plan participants in the coverage gap. These discounts are funded by CMS and pharmaceutical manufacturers while we administer the application of these funds. We account for these subsidies and discounts as a deposit in our consolidated balance sheets and as a financing activity under receipts (withdrawals) from contract deposits in our consolidated statements of cash flows. For 2015,2018, subsidy and discount payments of $8.9$10.3 billion exceeded reimbursements of $8.6$9.6 billion by $361 million.$0.7 billion. For 2014,2017, subsidy and discount reimbursements of $12.1 billion exceeded payments of $6.7 billion exceeded reimbursements of $5.8$10.2 billion by $945 million.$1.9 billion. For 2013,2016, subsidy and discount reimbursements of $11.1 billion exceeded payments of $4.8 billion exceeded reimbursements of $4.6$10.0 billion by $154 million.$1.1 billion. We do not recognize premiums revenue or benefit expenses for these subsidies or discounts. Receipt and payment activity is accumulated at the contract level and recorded in our consolidated balance sheets in other current assets or trade accounts payable and accrued expenses depending on the contract balance at the end of the reporting period.
Settlement of the reinsurance and low-income cost subsidies as well as the risk corridor payment is based on a reconciliation made approximately 9 months after the close of each calendar year. Settlement with CMS for brand name prescription drug discounts is based on a reconciliation made approximately 14 to 18 months after the close of each calendar year. We continue to revise our estimates with respect to the risk corridor provisions based on subsequent period pharmacy claims data. See Note 67 for detail regarding amounts recorded to our consolidated balance sheets related to the risk corridor settlement and subsidies from CMS.CMS with respect to the Medicare Part D program.

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Services Revenue
Patient services revenue
Patient services include injury and illness care and related services as well as other healthcare services related to employercustomer needs or as required by law. Patient services revenues are recognized in the period services are provided to the customer when the sales price is fixed or determinable, and are net of contractual allowances.
Administrative services fees
Administrative services fees cover the processing of claims, offering access to our provider networks and clinical programs, and responding to customer service inquiries from members of self-funded groups. Revenues from providing administration services, also known as administrative services only, or ASO, are recognized in the period services are performed and are net of estimated uncollectible amounts. ASO fees are estimated by multiplying the membership covered under the various contracts by the contractual rates. Under ASO contracts, self-funded employers retain the risk of financing substantially all of the cost of health benefits. However, many ASO customers purchase stop loss insurance coverage from us to cover catastrophic claims or to limit aggregate annual costs. Accordingly, we have recorded premiums revenue and benefits expense related to these stop loss insurance contracts. We routinely monitor the collectibility of specific accounts, the aging of receivables, as well as prevailing and anticipated economic conditions, and reflect any required adjustments in current operations. ASO fees received prior to the service period are recorded as unearned revenues.
Under our current TRICARE South Region contractcontracts with the Department of Defense (DoD) we provide administrative services, including offering access to our provider networks and clinical programs, claim processing, customer service, enrollment, and other services, while the federal government retains all of the risk of the cost of health benefits. We account for revenues under the current contractour contracts net of estimated health care costs similar to an administrative services fee only agreement. The current contract includesOur contracts include fixed administrative services fees and incentive fees and penalties. Administrative services fees are recognized as services are performed. 
Our TRICARE members are served by both in-network and out-of-network providers in accordance with the current contract.our contracts. We pay health care costs related to these services to the providers and are subsequently reimbursed by the DoD for such payments. We account for the payments of the federal government’s claims and the related reimbursements under deposit accounting in our consolidated balance sheets and as a financing activity under receipts (withdrawals) from contract deposits in our consolidated statements of cash flows. For 2015,2018, health care cost reimbursements and payments were each




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approximately $5.6 billion, with reimbursements exceeding payments by $38 million for the year. For 2017, health care cost reimbursements and payments were each approximately $3.4 billion, with reimbursements exceeding payments by $11 million for the year. For 2016, health care cost reimbursements and payments were each approximately $3.3 billion with payments exceeding reimbursements by $4$25 million for the year. For 2014, health care cost reimbursements and payments were each $3.2 billion. For 2013, health care cost reimbursements and payments were each approximately $3.2 billion, with reimbursements exceeding payments by $5 million for the year.
Receivables
Receivables, including premium receivables, patient services revenue receivables, and ASO fee receivables, are shown net of allowances for estimated uncollectible accounts, retroactive membership adjustments, and contractual allowances.
At December 31, 2018 and 2017, accounts receivable related to services were $123 million and $180 million, respectively. For the year ended December 31, 2018, we had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the consolidated balance sheet at December 31, 2018.

For the year ended December 31, 2018, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price), was not material. Further, revenue expected to be recognized in any future year related to remaining performance obligations was not material.
Other Current Assets

Other current assets includes amounts associated with Medicare Part D as discussed above and in Note 7, rebates due from pharmaceutical manufacturers and other amounts due within one year. We accrue pharmaceutical rebates as they are earned based on contractual terms and usage of the product. The balance of pharmaceutical rebates receivable was $1.3 billion at December 31, 2018 and $1.2 billion at December 31, 2017.

Policy Acquisition Costs
Policy acquisition costs are those costs that relate directly to the successful acquisition of new and renewal insurance policies. Such costs include commissions, costs of policy issuance and underwriting, and other costs we incur to acquire new business or renew existing business. We expense policy acquisition costs related to our employer-group prepaid health services policies as incurred. These short-duration employer-group prepaid health services policies typically have a 1-year term and may be cancelledcanceled upon 30 days notice by the employer group.
Life insurance, annuities, and certain health and other supplemental, and, prior to the sale of our KMG subsidiary in 2018, long term care policies sold to individuals are accounted for as long-duration insurance products because they are expected to remain in force for an extended period beyond one year and premium received in the earlier years is intended to pay anticipated benefits to be incurred in future years. As

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a result, we defer policy acquisition costs, primarily consisting of commissions, and amortize them over the estimated life of the policies in proportion to premiums earned. Deferred acquisition costs are reviewed to determine if they are recoverable from future income. See Note 18.
Beginning in 2014, health policies sold to individuals that conform to the Health Care Reform Law are accounted for under a short-duration model and accordingly policy acquisition costs are expensed as incurred because premiums received in the current year are intended to pay anticipated benefits in that year. In addition, as previously underwritten members transition to plans compliant with the Health Care Reform Law, it results in policy lapses and the recognition of previously deferred acquisition costs.
Long-Lived Assets
Property and equipment is recorded at cost. Gains and losses on sales or disposals of property and equipment are included in operating costs. Certain costs related to the development or purchase of internal-use software are capitalized. Depreciation is computed using the straight-line method over estimated useful lives ranging from 3 to 10 years for equipment, 3 to 75 years for computer software, and 2010 to 4020 years for buildings. Improvements to leased facilities are depreciated over the shorter of the remaining lease term or the anticipated life of the improvement.
We periodically review long-lived assets, including property and equipment and otherdefinite-lived intangible assets, for impairment whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Losses are recognized for a long-lived asset to be held and used in our operations when the undiscounted future cash flows expected to result from the use of the asset are less than its carrying value. We recognize an impairment loss based on the excess of the carrying value over the fair value of the asset. A long-lived asset held for sale is reported at the lower of the carrying amount or fair value less costs to sell. Depreciation expense is not recognized on assets held for sale. Losses are




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recognized for a long-lived asset to be abandoned when the asset ceases to be used. In addition, we periodically review the estimated lives of all long-lived assets for reasonableness.
Equity Method Investments
We use the equity method of accounting for equity investments in companies where we are able to exercise significant influence, but not control, over operating and financial policies of the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as our ownership interest, representation on the board of directors, organizational structure, participation in policy-making decisions and material intra-entity transactions.

Generally, under the equity method, original investments in these entities are recorded at cost and subsequently adjusted by our share of equity in income or losses after the date of acquisition as well as capital contributions to and distributions from these companies. Our proportionate share of the net income or loss of these companies is included in consolidated net income. Investment amounts in excess of our share of an investee's net assets are amortized over the life of the related asset creating the excess. Excess goodwill is not amortized.

We evaluate equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by us when reviewing an equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than carrying value, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified.

See Note 4 for further information.

Goodwill and OtherDefinite-Lived Intangible Assets

Goodwill represents the unamortized excess of cost over the fair value of the net tangible and other intangible assets acquired. We are required to test at least annually for impairment at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A reporting unit either is our operating segments or one level below the operating segments, referred to as a component, which comprise our reportable segments. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. We aggregate the components of an operating segment into one reporting unit if they have similar economic characteristics. Goodwill is assigned to the reporting unitunits that isare expected to benefit from athe specific acquisition.synergies of the business combination.

We use a two-stepthe one-step process to review goodwill for impairment. The first step is a screen for potential impairment andto determine both the second step measures theexistence and amount of goodwill impairment, if any. Impairment tests are performed, at a minimum, in the fourth quarter of each year supported by our long-range business plan and annual planning process. We rely on an evaluation of future discounted cash flows to determine fair value of our reporting units. The fair value of our reporting units with significant goodwill exceeded carrying amounts by a substantial margin. A 100 basis point increase in the discount rate would not have a significant impact on the amount of margin for any of our reporting units with significant goodwill, with the exception of our clinical and provider reporting units in our Healthcare Services segment. The margin on the clinical reporting unit would decline to less than 10% after factoring in a 100 basis point increase in the discount rate. The provider reporting unit, while not falling beneath this threshold, was closer than any of our other reporting units. The clinical and provider reporting units account for $524 million and $730 million, respectively, of goodwill. Impairment tests completed for 2015, 2014,2018, 2017, and 20132016 did not result in an impairment loss.
Other
Definite-lived intangible assets primarily relate to acquired customer contracts/relationships and are included with other long-term assets in the consolidated balance sheets. OtherDefinite-lived intangible assets are amortized over the useful life based upon the pattern of future cash flows attributable to the asset. This sometimes results in an accelerated method of amortization for customer contracts because the asset tends to dissipate at a more rapid rate in earlier periods. Other than customer contracts, other intangible assets generally are amortized using the straight-line method. We review other finite-liveddefinite-lived intangible assets for impairment under our long-lived asset policy.








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Benefits Payable and Benefits Expense Recognition

Benefits expense includes claim payments, capitation payments, pharmacy costs net of rebates, allocations of certain centralized expenses and various other costs incurred to provide health insurance coverage to members, as well as estimates of future payments to hospitals and others for medical care and other supplemental benefits provided on

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or prior to the balance sheet date. Capitation payments represent monthly contractual fees disbursed to primary care and other providers who are responsible for providing medical care to members. Pharmacy costs represent payments for members’ prescription drug benefits, net of rebates from drug manufacturers. Receivables for such pharmacy rebates are included in other current assets in our consolidated balance sheets. Other supplemental benefits include dental, vision, and other supplemental health and financial protection products.

We estimate the costs of our benefits expense payments using actuarial methods and assumptions based upon claim payment patterns, medical cost inflation, historical developments such as claim inventory levels and claim receipt patterns, and other relevant factors, and record benefit reserves for future payments. We continually review estimates of future payments relating to claims costs for services incurred in the current and prior periods and make necessary adjustments to our reserves.

Benefits expense is recognized in the period in which services are provided and includes an estimate of the cost of services which have been incurred but not yet reported, or IBNR. Our reserving practice is to consistently recognize the actuarial best point estimate within a level of confidence required by actuarial standards. Actuarial standards of practice generally require a level of confidence such that the liabilities established for IBNR have a greater probability of being adequate versus being insufficient, or such that the liabilities established for IBNR are sufficient to cover obligations under an assumption of moderately adverse conditions. Adverse conditions are situations in which the actual claims are expected to be higher than the otherwise estimated value of such claims at the time of the estimate. Therefore, in many situations, the claim amounts ultimately settled will be less than the estimate that satisfies the actuarial standards of practice.
We develop our estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim experience. Depending on the period for which incurred claims are estimated, we apply a different method in determining our estimate. For periods prior to the most recent two months, the key assumption used in estimating our IBNR is that the completion factor pattern remains consistent over a rolling 12-month period after adjusting for known changes in claim inventory levels and known changes in claim payment processes. Completion factors result from the calculation of the percentage of claims incurred during a given period that have historically been adjudicated as of the reporting period. For the most recent two months, the incurred claims are estimated primarily from a trend analysis based upon per member per month claims trends developed from our historical experience in the preceding months, adjusted for known changes in estimates of recent hospital and drug utilization data, provider contracting changes, changes in benefit levels, changes in member cost sharing, changes in medical management processes, product mix, and weekday seasonality.
The completion factor method is used for the months of incurred claims prior to the most recent two months because the historical percentage of claims processed for those months is at a level sufficient to produce a consistently reliable result. Conversely, for the most recent two months of incurred claims, the volume of claims processed historically is not at a level sufficient to produce a reliable result, which therefore requires us to examine historical trend patterns as the primary method of evaluation. Changes in claim processes, including recoveries of overpayments, receipt cycle times, claim inventory levels, outsourcing, system conversions, and processing disruptions due to weather or other events affect views regarding the reasonable choice of completion factors. Claim payments to providers for services rendered are often net of overpayment recoveries for claims paid previously, as contractually allowed. Claim overpayment recoveries can result from many different factors, including retroactive enrollment activity, audits of provider billings, and/or payment errors. Changes in patterns of claim overpayment recoveries can be unpredictable and result in completion factor volatility, as they often impact older dates of service. The receipt cycle time measures the average length of time between when a medical claim was initially incurred and when the claim form was received. Increases in electronic claim submissions from providers decrease the receipt cycle time. If claims are submitted or processed on a faster (slower) pace than prior periods, the actual claim may be more (less) complete than originally estimated using our completion factors, which may result in reserves that are higher (lower) than required.




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Medical cost trends potentially are more volatile than other segments of the economy. The drivers of medical cost trends include increases in the utilization of hospital facilities, physician services, new higher priced technologies and medical procedures, and new prescription drugs and therapies, as well as the inflationary effect on the cost per unit of each of these expense components. Other external factors such as government-mandated benefits or other regulatory changes, the tort liability system, increases in medical services capacity, direct to consumer advertising for prescription drugs and medical services, an aging population, lifestyle changes including diet and smoking, catastrophes, and epidemics also may impact medical cost trends. Internal factors such as system conversions, claims processing cycle times, changes in medical management practices and changes in provider contracts also may impact our ability to accurately predict estimates of historical completion factors or medical cost trends. All of these factors are considered in estimating IBNR and in estimating the per member per month claims trend for purposes of determining the reserve for the most recent two months. Additionally, we continually prepare and review follow-up studies to assess the reasonableness of the estimates generated by our process and methods over time. The results of these studies are also considered in determining the reserve for the most recent two months. Each of these factors requires significant judgment by management.
We reassess the profitability of our contracts for providing insurance coverage to our members when current operating results or forecasts indicate probable future losses. We establish a premium deficiency reserve in current operations to the extent that the sum of expected future costs, claim adjustment expenses, and maintenance costs exceeds related future premiums under contracts without consideration of investment income. For purposes of determining premium deficiencies, contracts are grouped in a manner consistent with our method of acquiring, servicing, and measuring the profitability of such contracts. Losses recognized as a premium deficiency result in a beneficial effect in subsequent periods as operating losses under these contracts are charged to the liability previously established. Because the majority of our member contracts renew annually, we would not record a material premium deficiency reserve, except when unanticipated adverse events or changes in circumstances indicate otherwise. In the fourth quarter of 2015,2016, we recognized aincreased our existing $176 million premium deficiency reserve for our individual commercial medical business compliant with the Health Care Reform Law associated with the 2016 coverage year as discussed in more detail in Note 7.by $208 million. During 2016, the $384 million current period losses were applied to the premium deficiency liability for the 2016 coverage year.
We believe our benefits payable are adequate to cover future claims payments required. However, such estimates are based on knowledge of current events and anticipated future events. Therefore, the actual liability could differ materially from the amounts provided.
Future policy benefits payable
Future policy benefits payable include liabilities for long-duration insurance policies including long-term care, life insurance, annuities, and certain health and other supplemental, and prior to its sale in 2018, long-term care policies sold to individuals for which some of the premium received in the earlier years is intended to pay anticipated benefits to be incurred in future years. At policy issuance, these reserves are recognized on a net level premium method based on interest rates, mortality, morbidity, and maintenance expense assumptions. Interest rates are based on our expected net investment returns on the investment portfolio supporting the reserves for these blocks of business. Mortality, a measure of expected death, and morbidity, a measure of health status, assumptions are based on publishedindustry actuarial tables, modified based upon actual experience. Changes in estimates of these reserves are recognized as an adjustment to benefits expense in the period the changes occur. We perform loss recognition tests at least annually in the fourth quarter, and more frequently if adverse events or changes in circumstances indicate that the level of the liability, together with the present value of future gross premiums, may not be adequate to provide for future expected policy benefits and maintenance costs. During 2016, we recorded a loss for a premium deficiency as discussed further in Note 18.
We adjust future policy benefits payable for the additional liability that would have been recorded if investment securities backing the liability had been sold at their stated aggregate fair value and the proceeds reinvested at current yields. We include the impact of this adjustment, if any, net of applicable deferred taxes, with the change in unrealized investment gain (loss) in accumulated other comprehensive income in stockholders’ equity. As discussed previously, beginning in 2014, healthHealth policies sold to individuals that conform to the Health Care Reform Law are accounted for under a short-duration model under which policy reserves are not established because premiums received in the current year are intended to pay anticipated benefits in that year. In addition, as previously underwritten members transition to plans compliant with the Health Care Reform Law, it results in policy lapses and the release of reserves for future policy benefits.




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Book Overdraft
Under our cash management system, checks issued but not yet presented to banks that would result in negative bank balances when presented are classified as a current liability in the consolidated balance sheets. Changes in book overdrafts from period to period are reported in the consolidated statement of cash flows as a financing activity.

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Income Taxes
We recognize an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. We also recognize the future tax benefits such as net operating and capital loss carryforwards as deferred tax assets. A valuation allowance is provided against these deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Future years’ tax expense may be increased or decreased by adjustments to the valuation allowance or to the estimated accrual for income taxes. Deferred tax assets and deferred tax liabilities are further adjusted for changes in the enacted tax rates.
We record tax benefits when it is more likely than not that the tax return position taken with respect to a particular transaction will be sustained. A liability, if recorded, is not considered resolved until the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired, or the tax position is ultimately settled through examination, negotiation, or litigation. We classify interest and penalties associated with uncertain tax positions in our provision for income taxes.
Derivative Financial Instruments
On October 29, 2012, we acquired a noncontrolling equity interest in MCCI Holdings, LLC, or MCCI, a privately held Medical Services Organization, or MSO, headquartered in Miami, Florida, that primarily coordinates medical care for Medicare Advantage beneficiaries in Florida, Texas and Georgia. Our agreement with MCCI includes a put option that would allow the controlling interest holder to put their interest to us beginning in 2018 as well as a call option that would allow us to purchase the controlling interest beginning in 2021. Accordingly, we recorded, at fair value, a liability and an asset associated with the put and call, respectively. Changes in the fair value of the liability and asset during the years ended December 31, 2015, 2014, and 2013 were not material to our results of operations, financial condition, or cash flows.
At times, we may use interest-rate swap agreements to manage our exposure to interest rate risk. The differential between fixed and variable rates to be paid or received is accrued and recognized over the life of the agreements as adjustments to interest expense in the consolidated statements of income. We were not party to any interest-rate swap agreements in 2015, 2014, or 2013.
Related Party
As noted above, MCCI is a related party to Humana. In December 2015, we purchased a note receivable directly from a third-party bank syndicate related to the financing of MCCI's business and extended the exercise date of the put option to 2018 and the call option to 2021 as previously discussed. The $284 million note receivable bears interest at 10% annually, payable in quarterly installments, and matures in December 2020. We have also entered into a revolving note agreement providing a line of credit up to $55 million under which no amounts have been drawn. The note receivable is included with other long-term assets in our consolidated balance sheet and with purchases of investment securities in our consolidated statement of cash flows. The related interest income is included in investment income in our consolidated statement of income. MCCI provides services to Humana Medicare Advantage members under capitation contracts with our health plans. Under these capitation agreements with Humana, MCCI assumes the financial risk associated with these Medicare Advantage members. We also advanced MCCI $9 million, with repayment terms tied to the performance under the capitation agreements. We recognized benefits expense of approximately $1.0 billion in 2015, $962 million in 2014 and $873 million in 2013 under these capitation agreements with MCCI.
Stock-Based Compensation
We generally recognize stock-based compensation expense, as determined on the date of grant at fair value, on a straight-line basis over the period during which an employee is required to provide service in exchange for the award (the vesting period). In addition, for awards with both time and performance-based conditions, we generally recognize compensation expense on a straight line basis over the vesting period when it is probable that the performance condition will be achieved. However, prior to July 2, 2015, for awards granted to retirement eligible employees, compensation expense is recognized on a straight-line basis over the shorter of the requisite service period or the period from the date

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of grant to an employee’s eligible retirement date. For awards granted on or after July 2, 2015 to retirement eligible employees, we recognize expense on a straight-line basis over the service period (the vesting period). We estimate expected forfeitures and recognize compensation expense only for those awards which are expected to vest. We estimate the grant-date fair value of stock options using the Black-Scholes option-pricing model. In addition, we report certain tax effects of stock-based compensation as a financing activity rather than an operating activity in the consolidated statement of cash flows.
Additional detail regarding our stock-based compensation plans is included in Note 13.
Earnings Per Common Share
We compute basic earnings per common share on the basis of the weighted-average number of unrestricted common shares outstanding. Diluted earnings per common share is computed on the basis of the weighted-average number of unrestricted common shares outstanding plus the dilutive effect of outstanding employee stock options and restricted shares, or units, using the treasury stock method.
Additional detail regarding earnings per common share is included in Note 14.
Fair Value
Assets and liabilities measured at fair value are categorized into a fair value hierarchy based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own assumptions about the assumptions market participants would use. The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.
Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt securities that are traded in an active exchange market.
Level 2 – Observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than




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exchange-traded instruments as well as debt securities whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 includes assets and liabilities whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques reflecting our own assumptions about the assumptions market participants would use as well as those requiring significant management judgment.
Fair value of actively traded debt securities are based on quoted market prices. Fair value of other debt securities are based on quoted market prices of identical or similar securities or based on observable inputs like interest rates generally using a market valuation approach, or, less frequently, an income valuation approach and are generally classified as Level 2. We obtain at least one price for each security from a third party pricing service. These prices are generally derived from recently reported trades for identical or similar securities, including adjustments through the reporting date based upon observable market information. When quoted prices are not available, the third party pricing service may use quoted market prices of comparable securities or discounted cash flow analyses,analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include benchmark yields, reported trades, credit spreads, broker quotes, default rates, and prepayment speeds. We are responsible for the determination of fair value and as such we perform analysis on the prices received from the third party pricing service to determine whether the prices are reasonable estimates of fair value. Our analysis includes a review of monthly price fluctuations as well as a quarterly comparison of the prices received from the pricing service to prices reported by our third party investment advisor.adviser. In addition, on a quarterly basis we examine the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels, and various durations.
Fair value of privately held debt securities as well as auction rate securities, are estimated using a variety of valuation methodologies, including both market and income approaches, where an observable quoted market does not

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exist and are generally classified as Level 3. For privately-held debt securities, such methodologies include reviewing the value ascribed to the most recent financing, comparing the security with securities of publicly-traded companies in similar lines of business, and reviewing the underlying financial performance including estimating discounted cash flows. Auction rate securities are debt instruments with interest rates that reset through periodic short-term auctions. From time to time, liquidity issues in the credit markets have led to failed auctions. Given the liquidity issues, fair value could not be estimated based on observable market prices, and as such, unobservable inputs were used. For auction rate securities, valuation methodologies include consideration of the quality of the sector and issuer, underlying collateral, underlying final maturity dates, and liquidity.
Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In January 2016,May 2014, the Financial Accounting Standards Board, or FASB, issued new guidance related to classification and measurement of financial instruments which requires equity securities that are not accounted for using the equity method or that do not result in consolidation, to be accounted for at fair value with changes in fair value recognized through net income. The new guidance is effective for us beginning with annual and interim periods in 2018 with early adoption permitted under certain circumstances. We are currently evaluating the impact, if any, on our results of operations, financial position, and cash flows.
In November 2015, the FASB issued new guidance related to accounting for income taxes which changes the balance sheet classification of deferred taxes, requiring deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new guidance is effective for us beginning with annual and interim periods in 2017, with early adoption permitted. We elected to early adopt the guidance and have classified all deferred tax liabilities and assets as noncurrent in our consolidated balance sheet at December 31, 2015 to simplify their presentation. Prior periods were not retrospectively adjusted. The adoption of the new guidance did not have any impact on our results of operations or cash flows.
In May 2015, the FASB issued new guidance requiring insurance entities to provide additional disclosures about claim liabilities including paid claims development information by accident year and claim frequency data and related methodologies. The guidance is effective for us beginning with the 2016 annual reporting period and interim periods beginning in 2017. We are currently evaluating the impact the new guidance will have on our disclosures.
In April 2015, the FASB issued new guidance to help entities determine whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software or as a service contract. The guidance is effective for us beginning with interim and annual reporting periods in 2016, with early adoption permitted. Upon adoption, an entity has the option to apply the provisions either prospectively to all arrangements entered into or materially modified, or retrospectively. We are currently evaluating the impact, if any, on our results of operations, financial position, and cash flows.
In March 2015, the FASB issued new guidance which changes the presentation of debt issuance costs from an asset to a direct reduction of the related debt liability. The new guidance is effective for us beginning with annual and interim periods in 2016 with early adoption permitted. The adoption of the new guidance will not have a material impact on our results of operations, financial condition, or cash flows.
In February 2015, the FASB issued an amendment to current consolidation guidance that modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, eliminating the presumption that a general partner should consolidate a limited partnership, and affects the consolidation analysis of reporting entities that are involved with variable interest entities. The new guidance is effective for us beginning with interim and annual reporting periods in 2016, with early adoption permitted. All legal entities are subject to reevaluation under the revised consolidation model. We are currently evaluating the impact, if any, on our results of operations, financial position, and cash flows.
In May 2014, the FASB, issued new guidance that amends the accounting for revenue recognition. The amendments are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. Insurance contracts are not included in the scope of this new guidance. Accordingly, our premiums revenue and investment income, collectively representing approximately 97% of our consolidated external revenues for the year ended December 31, 2018, are not included in the scope of the new guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective approach. As the majority of our revenues are not subject to the new guidance and the remaining revenues’ accounting treatment did not materially differ from pre-existing accounting treatment, the adoption of the new standard did not have a material impact on our consolidated results of operations, financial condition, cash flows, or related disclosures.

Accounting Pronouncements Effective in Future Periods

In July 2015,February 2016, the FASB decidedissued new guidance related to deferaccounting for leases which requires lessees to record assets and liabilities reflecting the leased assets and lease obligations, respectively, while following the dual model for recognition in statements of income requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). We adopted the new standard effective date providedJanuary 1, 2019, as allowed, using the modified retrospective approach. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carryforward the historical lease classification without restating comparative prior periods. We made a permitted accounting policy election to not apply the new guidance to leases with an initial term of 12 months or less. We will recognize those lease payments in the new revenue guidance byConsolidated Statements of Operations on a straight-line basis over the lease term. The adoption of the standard resulted in recognition of additional lease assets and lease liabilities of

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one year. Giving effect to this deferral,approximately $470 million as of January 1, 2019. We believe the standard will not materially affect our consolidated net earnings, cash flows and liquidity.

In June 2016, the FASB issued guidance introducing a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for us beginning with annualJanuary 1, 2020. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and interim periodsapplies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in 2018.securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. Our investment portfolio consists of available for sale debt securities. We are currently evaluating the impact on our results of operations, financial condition, and cash flows.

In March 2017, the FASB issued new guidance that amends the accounting for premium amortization on purchased callable debt securities by shortening the amortization period. This amended guidance requires the premium to be amortized to the earliest call date instead of maturity date. The new guidance is effective for us beginning with annual and interim periods in 2019. This guidance will not have a material impact on our results of operations, financial condition or cash flows.

In February 2018, the FASB issued guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the December 22, 2017 enactment of the Tax Cuts and Jobs Act.  The new guidance is effective for us beginning January 1, 2019, with early adoption permitted.  We early adopted this guidance in the first quarter of 2018 and it did not have a material impact on our results of operations, financial condition or cash flows.

In September 2018, the FASB issued new guidance related to accounting for long-duration contracts of insurers which revises key elements of the measurement models and disclosure requirements for long-duration contracts issued by insurers and reinsurers. The new guidance is effective for us beginning with annual and interim periods in 2021, with earlier adoption permitted, and requires retrospective application to previously issued annual and interim financial statements. We are currently evaluating the impact on our results of operations, financial position and cash flows.

There are no other recently issued accounting standards that apply to us or that are expected to have a material impact on our results of operations, financial condition, or cash flows.
3. ACQUISITIONS AND DIVESTITURES
Acquisition of a 40% Minority Interest in Kindred’s Homecare Business

On June 1, 2015,July 2, 2018, we completed the saleacquisition of our wholly owned subsidiary, Concentraa 40% minority interest in the Kindred at Home Division, or Kindred at Home, of Kindred Healthcare, Inc., or Concentra, to MJ Acquisition Corporation, a joint venture between Select Medical Holdings CorporationKindred, for cash consideration of approximately $850 million. TPG Capital, or TPG, and Welsh, Carson, Anderson & Stowe, XII, L.P.,or WCAS, collectively, the Sponsors, along with us jointly created a private equity fund, for approximately $1,055 million in cash, excluding approximately $22 millionconsortium to purchase all of the outstanding and issued securities of Kindred. Immediately following the closing of that transaction, costs. In connectionKindred at Home and the Specialty Hospital company were separated, with the sale,result being that the Long Term Acute Care and Rehabilitation businesses (the Specialty Hospital Company) are owned by the Sponsors and Kindred at Home is owned by a joint venture owned by the Sponsors and us.
On July 11, 2018, we, recognized a pre-tax gain, netalong with the same Kindred at Home Sponsors, TPG and WCAS completed the acquisition of transaction costs, of $270 million which is reported as gain on sale of business in the accompanying condensed consolidated statements of income forthe year ended December 31, 2015.
In March 2015, we classified Concentra as held-for-sale and aggregated Concentra's assets and liabilities separately on the balance sheet, including a reclassificationprivately-held Curo Health Services, or Curo, one of the December 31, 2014 balance sheetnation's leading hospice operators providing care to patients at 245 locations in 22 states. The transaction was structured as a merger of Curo with the hospice business of Kindred at Home, and we thereby purchased a 40% minority interest in Curo for comparative purposes. The assets and liabilitiescash consideration of Concentra that were disposed of on June 1, 2015 and classified as held-for-sale as of December 31, 2014 were as follows:
 June 1, 2015 December 31, 2014
Assets(in millions)
Receivables, net$130
 $115
Property and equipment, net197
 191
Goodwill480
 480
Other intangible assets, net124
 132
Other assets27
 25
Total assets disposed/held-for-sale$958
 $943
Liabilities   
Trade accounts payable and accrued expenses81
 90
Other liabilities114
 116
Total liabilities disposed/held-for-sale$195
 $206
Net assets disposed$763
 $737
approximately For the year ended December 31, 2015, the accompanying condensed consolidated statements of income include revenues related to Concentra of $411$250 million in 2015, $998 million in 2014, and $981 million in 2013.
On September 6, 2013, we acquired American Eldercare Inc., or American Eldercare, the largest provider of nursing home diversion services in the state of Florida, serving frail and elderly individuals in home and community-based settings. American Eldercare complements our core capabilities and strength in serving seniors and disabled individuals with a unique focus on individualized and integrated care, and has contracts to provide Medicaid long-term support services across the entire state of Florida. The enrollment effective dates for the various regions ranged from August 2013 to March 2014. The allocation of the purchase price resulted in goodwill of $76 million and other intangible assets of $75 million. The goodwill was assigned to the Retail segment. The other intangible assets, which primarily consist of customer contracts and technology, have a weighted average useful life of 9.3 years. Goodwill and other intangible assets are amortizable as deductible expenses for tax purposes.
The results of operations and financial condition of American Eldercare has been included in our consolidated statements of income and consolidated balance sheets from the acquisition date. In addition, during 2015, 2014 and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2013,We account for our 40% investment in Kindred at Home using the equity method of accounting. This investment is reflected as "Equity method investment in Kindred at Home" in our consolidated balance sheets, with our share of income or loss reported as "Equity in net earnings of Kindred at Home" in our consolidated statements of income.

We entered into a shareholders agreement with the Sponsors that provides for certain rights and obligations of each party. The shareholders agreement with the Sponsors includes a put option under which they have the right to require us to purchase their interest in the joint venture starting at the end of year three and ending at the end of year four following the closing. Likewise, we have a call option under which we have the right to require the Sponsors to sell their interest in the joint venture to Humana beginning at the end of 2022 and ending at the end of 2023 following the closing. The put and call options, which are exercisable at a fixed EBITDA multiple and provide a minimum return on the Sponsor's investment if exercised, are measured at fair value each period using a Monte Carlo simulation. The simulation relies on assumptions around Kindred at Home's equity value, risk free interest rates, volatility, and the details specific to the put and call options. The final purchase price allocation resulted in approximately $1 billion being allocated to the investment and $236 million and $291 million allocated to the put and call options, respectively. The fair values of the put option and call option were $224 million and $246 million, respectively, at December 31, 2018. The put option is included within other long-term liabilities and the call option is included within other long-term assets. The change in fair value of the put and call options is reflected as "Other expense, net" in our consolidated statements of income.

Sale of Closed Block of Commercial Long-Term Care Insurance Business
On August 9, 2018, we completed the sale of our wholly-owned subsidiary, KMG America Corporation, or KMG, to Continental General Insurance Company, or CGIC, a Texas-based insurance company wholly owned by HC2 Holdings, Inc., a diversified holding company. KMG's subsidiary, Kanawha Insurance Company, or KIC, includes our closed block of non-strategic commercial long-term care policies. Upon closing, we funded the transaction with approximately $190 million of parent company cash contributed into KMG, subject to customary adjustments, in addition to the transfer of approximately $160 million of statutory capital with the sale. In connection with the sale of KMG, we recognized a pretax loss, including transaction costs, of  $786 million and a corresponding $452 million tax benefit. 
Prior to the sale of KMG, we entered into reinsurance contracts to transfer the risk associated with certain voluntary benefit and financial protection products previously issued primarily by KIC to a third party. We transferred approximately $245 million of cash to the third party and recorded a commensurate reinsurance recoverable as a result of these transactions. The reinsurance recoverable was included as part of the net assets disposed. There was no material impact to operating results from these reinsurance transactions.

KMG revenues and net income for the 2018 period prior to the date of sale was $182 million and $47 million, respectively. KMG revenues and net loss were $261 million and $117 million, respectively, for the year ended December 31, 2017 and $249 million and $336 million, respectively, for the year ended December 31, 2016.





Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The assets and liabilities of KMG that were disposed of on August 9, 2018 were as follows:
 August 9, 2018
Assets(in millions)
Cash and cash equivalents$805
Receivables, net3
Investment securities1,576
Other assets1,085
Total assets disposed$3,469
Liabilities 
Benefits payable$58
Trade accounts payable and accrued expenses70
Future policy benefits payable2,573
Total liabilities disposed$2,701
Other Acquisitions and Divestitures
On March 1, 2018, we acquired the remaining equity interest in MCCI Holdings, LLC, or MCCI, a privately held management service organization and healthcare provider headquartered in Miami, Florida, that primarily coordinates medical care for Medicare Advantage beneficiaries in Florida and Texas. The purchase price consisted primarily of $169 million cash, as well as our existing investment in MCCI and a note receivable and a revolving note with an aggregate balance of $383 million. This resulted in a preliminary purchase price allocation to goodwill of $483 million, definite-lived intangible assets of $80 million, and net tangible assets of $24 million. The goodwill was assigned to the Retail and Healthcare Services segments. The definite-lived intangible assets, which primarily consist of customer contracts, have an estimated weighted average useful life of 8 years.
On April 10, 2018, we acquired Family Physicians Group, or FPG, for cash consideration of approximately $185 million, net of cash received. FPG serves Medicare Advantage and Managed Medicaid HMO patients in Greater Orlando, Florida with a footprint that includes clinics located in Lake, Orange, Osceola and Seminole counties. This resulted in a preliminary purchase price allocation to goodwill of $133 million, definite-lived intangible assets of $38 million and net tangible assets of $14 million. The goodwill was assigned to the Retail and Healthcare Services segments. The other intangible assets, which primarily consist of customer contracts, have an estimated weighted average useful life of 5 years.
The purchase price allocations for MCCI and FPG are preliminary, subject to receipt and validation of certain tax related analyses.
During 2017 and 2016, we acquired certain other health and wellness and technology related businesses which, individually or in the aggregate, have not had a material impact on our results of operations, financial condition, or cash flows. The results of operations and financial condition of these businesses have been included in our condensed consolidated statements of income and condensed consolidated balance sheets from the respective acquisition dates.
Acquisition-related costs recognized in each of 2015, 2014,2018, 2017 and 20132016 were not material to our results of operations. Goodwill and definite-lived intangible assets acquired are partially amortizable as deductible expenses for tax purposes. The pro forma financial information assuming the acquisitions had occurred as of the beginning of the calendar year prior to the year of acquisition, as well as the revenues and earnings generated during the year of acquisition, were not material for disclosure purposes.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4. EQUITY METHOD INVESTMENT
The summarized balance sheet at December 31, 2018 and income statement for the period beginning July 2, 2018 through December 31, 2018 of Kindred at Home in which we hold a 40% equity interest was as follows:
Balance sheetDecember 31, 2018
  (in millions)
Current assets$536
Non-current assets4,955
Current liabilities351
Non-current liabilities2,708
Shareholders' equity2,432
  
Statement of income 
 July 2, 2018 through December 31, 2018
  (in millions)
Revenues$1,587
Expenses1,451
Net income27




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. INVESTMENT SECURITIES
Investment securities classified as current and long-term were as follows at December 31, 20152018 and 2014,2017, respectively:
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair
Value
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair
Value
(in millions)(in millions)
December 31, 2015       
December 31, 2018       
U.S. Treasury and other U.S. government
corporations and agencies:
              
U.S. Treasury and agency obligations$331
 $2
 $(1) $332
$419
 $1
 $(3) $417
Mortgage-backed securities1,902
 12
 (23) 1,891
2,595
 3
 (54) 2,544
Tax-exempt municipal securities2,611
 61
 (4) 2,668
2,805
 3
 (37) 2,771
Mortgage-backed securities:              
Residential13
 
 
 13
55
 
 
 55
Commercial1,024
 2
 (41) 985
537
 
 (14) 523
Asset-backed securities264
 1
 (2) 263
991
 1
 (7) 985
Corporate debt securities2,873
 140
 (55) 2,958
3,239
 1
 (98) 3,142
Total debt securities$9,018
 $218
 $(126) $9,110
$10,641
 $9
 $(213) $10,437
December 31, 2014       
December 31, 2017       
U.S. Treasury and other U.S. government
corporations and agencies:
              
U.S. Treasury and agency obligations$365
 $10
 $(1) $374
$532
 $1
 $(2) $531
Mortgage-backed securities1,453
 50
 (5) 1,498
1,625
 4
 (19) 1,610
Tax-exempt municipal securities2,931
 140
 (3) 3,068
3,884
 33
 (28) 3,889
Mortgage-backed securities:              
Residential17
 
 
 17
26
 
 
 26
Commercial846
 16
 (19) 843
455
 3
 (2) 456
Asset-backed securities28
 1
 
 29
407
 1
 
 408
Corporate debt securities3,432
 299
 (13) 3,718
5,175
 244
 (37) 5,382
Total debt securities$9,072
 $516
 $(41) $9,547
$12,104
 $286
 $(88) $12,302

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at December 31, 20152018 and 2014,2017, respectively:
  Less than 12 months 12 months or more Total
  Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 
  (in millions)
 December 31, 2015           
 U.S. Treasury and other U.S. government
corporations and agencies:
           
 U.S. Treasury and agency obligations$195
 $(1) $14
 $
 $209
 $(1)
 Mortgage-backed securities1,484
 (20) 86
 (3) 1,570
 (23)
 Tax-exempt municipal securities843
 (3) 52
 (1) 895
 (4)
 Mortgage-backed securities:           
 Residential2
 
 4
 
 6
 
 Commercial626
 (13) 265
 (28) 891
 (41)
 Asset-backed securities258
 (2) 
 
 258
 (2)
 Corporate debt securities918
 (45) 63
 (10) 981
 (55)
 Total debt securities$4,326
 $(84) $484
 $(42) $4,810
 $(126)
 December 31, 2014           
 U.S. Treasury and other U.S. government
corporations and agencies:
           
 U.S. Treasury and agency obligations$79
 $
 $80
 $(1) $159
 $(1)
 Mortgage-backed securities22
 
 320
 (5) 342
 (5)
 Tax-exempt municipal securities131
 (1) 118
 (2) 249
 (3)
 Mortgage-backed securities:           
 Residential1
 
 4
 
 5
 
 Commercial31
 (1) 267
 (18) 298
 (19)
 Asset-backed securities13
 
 
 
 13
 
 Corporate debt securities219
 (6) 128
 (7) 347
 (13)
 Total debt securities$496
 $(8) $917
 $(33) $1,413
 $(41)
  Less than 12 months 12 months or more Total
  Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 
  (in millions)
 December 31, 2018           
 U.S. Treasury and other U.S. government
corporations and agencies:
           
 U.S. Treasury and agency obligations$179
 $(1) $153
 $(2) $332
 $(3)
 Mortgage-backed securities956
 (16) 1,019
 (38) 1,975
 (54)
 Tax-exempt municipal securities809
 (9) 1,648
 (28) 2,457
 (37)
 Mortgage-backed securities:           
 Residential
 
 15
 
 15
 
 Commercial372
 (8) 133
 (6) 505
 (14)
 Asset-backed securities824
 (7) 40
 
 864
 (7)
 Corporate debt securities1,434
 (35) 1,439
 (63) 2,873
 (98)
 Total debt securities$4,574
 $(76) $4,447
 $(137) $9,021
 $(213)
 December 31, 2017           
 U.S. Treasury and other U.S. government
corporations and agencies:
           
 U.S. Treasury and agency obligations$273
 $(1) $130
 $(1) $403
 $(2)
 Mortgage-backed securities581
 (2) 672
 (17) 1,253
 (19)
 Tax-exempt municipal securities1,590
 (16) 661
 (12)��2,251
 (28)
 Mortgage-backed securities:           
 Residential20
 
 3
 
 23
 
 Commercial131
 (1) 28
 (1) 159
 (2)
 Asset-backed securities107
 
 10
 
 117
 
 Corporate debt securities1,297
 (10) 804
 (27) 2,101
 (37)
 Total debt securities$3,999
 $(30) $2,308
 $(58) $6,307
 $(88)
Approximately 98%97% of our debt securities were investment-grade quality, with a weighted average credit rating of AA by S&P at December 31, 2015.2018. Most of the debt securities that were below investment-grade were rated BB, the higher end of the below investment-grade rating scale. At December 31, 2015, 7% of our tax-exempt municipal securities were pre-refunded, generally with U.S. government and agency securities. Tax-exempt municipal securities that were not pre-refunded were diversified among general obligation bonds of U.S. states and local municipalities in the United States as well as special revenue bonds. General obligation bonds, which are backed by the taxing power and full faith of the issuer, accounted for 42% of the tax-exempt municipals that were not pre-refunded in the portfolio. Special revenue bonds issued by a municipalitymunicipalities to finance a specific public works projectprojects such as utilities, water and sewer, transportation, or education, and supported by the revenues of that project, accounted for the remaining 58% of these municipals.education. Our general obligation bonds are diversified across the United States with no individual state exceeding 11%9%. In addition, 6% of our tax-exempt securities were insured by bond insurers and had an equivalent weighted average S&P credit rating of AA exclusive of the bond insurers’ guarantee. Our investment policy limits investments in a single issuer and requires diversification among various asset types.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Residential mortgage back securities comprised approximately 98% of our agency mortgage-backed securities at December 31, 2015 and 99% at December 31, 2014.
The recoverability of our non-agency residential and commercial mortgage-backed securities is supported by factors such as seniority, underlying collateral characteristics and credit enhancements. These residential and commercial mortgage-backed securities at December 31, 2015 primarily were composed of senior tranches having high credit support, with over 99% of the collateral consisting of prime loans. The weighted average credit rating of all commercial mortgage-backed securities was AA+ at December 31, 2015.
The percentage of corporate securities associated with the financial services industry was 25% at December 31, 2015 and 21% at December 31, 2014.
Our unrealized loss from all securities was generated from approximately 6901,210 positions out of a total of approximately 2,0001,500 positions at December 31, 2015.2018. All issuers of securities we own that were trading at an unrealized loss at December 31, 20152018 remain current on all contractual payments. After taking into account these and other factors previously described, we believe these unrealized losses primarily were caused by an increase in market interest rates in the current markets than whensince the time the securities were purchased. At December 31, 2015,2018, we did not intend to sell the securities with an unrealized loss position in accumulated other comprehensive income, and it is not likely that we




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

will be required to sell these securities before recovery of their amortized cost basis. As a result, we believe that the securities with an unrealized loss were not other-than-temporarily impaired at December 31, 2015.2018.
The detail of realized gains (losses) related to investment securities and included within investment income was as follows for the years ended December 31, 2015, 2014,2018, 2017, and 2013:2016:
2015 2014 20132018 2017 2016
(in millions)(in millions)
Gross realized gains$179
 $29
 $33
$106
 $35
 $120
Gross realized losses(33) (9) (11)(16) (21) (24)
Net realized capital gains$146
 $20
 $22
$90
 $14
 $96
There were no material other-than-temporary impairments in 2015, 2014,2018, 2017, or 2013.2016.
The contractual maturities of debt securities available for sale at December 31, 2015,2018, regardless of their balance sheet classification, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized
Cost
 Fair
Value
Amortized
Cost
 Fair
Value
(in millions)(in millions)
Due within one year$438
 $439
$943
 $941
Due after one year through five years1,829
 1,871
2,929
 2,873
Due after five years through ten years1,244
 1,264
1,873
 1,810
Due after ten years2,304
 2,384
718
 706
Mortgage and asset-backed securities3,203
 3,152
4,178
 4,107
Total debt securities$9,018
 $9,110
$10,641
 $10,437





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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.6. FAIR VALUE
Financial Assets
The following table summarizes our fair value measurements at December 31, 20152018 and 2014,2017, respectively, for financial assets measured at fair value on a recurring basis:
  Fair Value Measurements Using  Fair Value Measurements Using
Fair Value Quoted Prices
in Active
Markets
(Level 1)
 Other
Observable
Inputs
(Level 2)
 Unobservable
Inputs
(Level 3)
Fair Value Quoted Prices
in Active
Markets
(Level 1)
 Other
Observable
Inputs
(Level 2)
 Unobservable
Inputs
(Level 3)
(in millions)(in millions)
December 31, 2015       
December 31, 2018       
Cash equivalents$2,229
 $2,229
 $
 $
$2,024
 $2,024
 $
 $
Debt securities:              
U.S. Treasury and other U.S. government corporations and agencies:              
U.S. Treasury and agency obligations332
 
 332
 
417
 
 417
 
Mortgage-backed securities1,891
 
 1,891
 
2,544
 
 2,544
 
Tax-exempt municipal securities2,668
 
 2,663
 5
2,771
 
 2,771
 
Mortgage-backed securities:              
Residential13
 
 13
 
55
 
 55
 
Commercial985
 
 985
 
523
 
 523
 
Asset-backed securities263
 
 263
 
985
 
 985
 
Corporate debt securities2,958
 
 2,952
 6
3,142
 
 3,142
 
Total debt securities9,110
 
 9,099
 11
10,437
 
 10,437
 
Total invested assets$11,339
 $2,229
 $9,099
 $11
$12,461
 $2,024
 $10,437
 $
December 31, 2014       
December 31, 2017       
Cash equivalents$1,712
 $1,712
 $
 $
$4,564
 $4,564
 $
 $
Debt securities:              
U.S. Treasury and other U.S. government corporations and agencies:              
U.S. Treasury and agency obligations374
 
 374
 
531
 
 531
 
Mortgage-backed securities1,498
 
 1,498
 
1,610
 
 1,610
 
Tax-exempt municipal securities3,068
 
 3,060
 8
3,889
 
 3,889
 
Mortgage-backed securities:              
Residential17
 
 17
 
26
 
 26
 
Commercial843
 
 843
 
456
 
 456
 
Asset-backed securities29
 
 28
 1
408
 
 408
 
Corporate debt securities3,718
 
 3,695
 23
5,382
 
 5,381
 1
Total debt securities9,547
 
 9,515
 32
12,302
 
 12,301
 1
Total invested assets$11,259
 $1,712
 $9,515
 $32
$16,866
 $4,564
 $12,301
 $1
There were no material transfers between Level 1The table above does not include the fair value of the put and Level 2 during 2015 or 2014.call options associated with our equity investment in Kindred at Home. See Note 3 for further information.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our Level 3 assets had a fair value of $11 million at December 31, 2015, or 0.1% of our total invested assets. During the years ended December 31, 2015, 2014, and 2013, the changes in the fair value of the assets measured using significant unobservable inputs (Level 3) were comprised of the following:
 For the years ended December 31,
 2015 2014 2013
 Private
Placements
 Auction
Rate
Securities
 Total Private
Placements
 Auction
Rate
Securities
 Total Private
Placements
 Auction
Rate
Securities
 Total
 (in millions)
Beginning balance at January 1$24
 $8
 $32
 $24
 $13
 $37
 $25
 $13
 $38
Total gains or losses:                 
Realized in earnings(1) 
 (1) 
 
 
 
 
 
Unrealized in other
comprehensive income

 
 
 
 
 
 
 
 
Purchases
 
 
 
 
 
 
 
 
Sales(17) (3) (20) 
 (5) (5) 
 
 
Settlements
 
 
 
 
 
 (1) 
 (1)
Balance at December 31$6
 $5
 $11
 $24
 $8
 $32
 $24
 $13
 $37
Financial Liabilities
Our long-term debt is recorded at carrying value in our consolidated balance sheets,sheets. The carrying value of our senior notes debt outstanding, net of unamortized debt issuance costs, was $3,821$4,774 million at December 31, 20152018 and $3,825$4,770 million at December 31, 2014.2017. The fair value of our long-termsenior note debt was $3,986$4,885 million at December 31, 20152018 and $4,102$5,191 million at December 31, 2014.2017. The fair value of our long-termsenior note debt is determined based on Level 2 inputs, including quoted market prices for the same or similar debt, or if no quoted market prices are available, on the current prices estimated to be available to us for debt with similar terms and remaining maturities.
Due to the short-term nature, carrying value approximates fair value for our term note and commercial paper borrowings. The term loan outstanding and commercial paper borrowings were $1,295 million at December 31, 2018, compared to $150 million at December 31, 2017.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
As disclosed in Note 3, we completed our acquisition of American Eldercareacquired MCCI, FPG, and other companieshealth and wellness related businesses during 2015, 2014,2018, 2017, and 2013.2016. The values of net tangible assets acquired and the resulting goodwill and other intangible assets were recorded at fair value using Level 3 inputs. The majority of the related tangible assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in these acquisitions were internally estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. We developed internal estimates for the expected future cash flows and discount rates used in the present value calculations. Other than assets acquired and liabilities assumed in these acquisitions, there were no material assets or liabilities measured at fair value on a nonrecurring basis during 2015, 2014,2018, 2017, or 2013.2016.






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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6.7. MEDICARE PART D
As discussed in Note 2, we cover prescription drug benefits in accordance with Medicare Part D under multiple contracts with CMS. The accompanying consolidated balance sheets include the following amounts associated with Medicare Part D as of December 31, 20152018 and 2014.2017. CMS subsidies/discounts in the table below include the reinsurance and low-income cost subsidies funded by CMS for which we assume no risk as well as brand name prescription drug discounts for Part D plan participants in the coverage gap funded by CMS and pharmaceutical manufacturers.
 2015 2014 2018 2017
 Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 (in millions) (in millions)
Other current assets $25
 $2,082
 $105
 $1,690
 $15
 $172
 $4
 $101
Trade accounts payable and accrued expenses (47) (63) (36) (32) (103) (503) (255) (1,085)
Net current (liability) asset $(22) $2,019
 $69
 $1,658
Net current liability (88) (331) (251) $(984)
Other long-term assets 7
 
 
 
Other long-term liabilities (89) 
 (28) 
Net long-term liability (82) 
 (28) 
Total net liability $(170) $(331) $(279) $(984)
7. HEALTH CARE REFORM
Operating results for our individual commercial medical business compliant with the Health Care Reform Law have been challenged primarily due to unanticipated modifications in the program subsequent to the passing of the Health Care Reform Law, resulting in higher covered population morbidity and the ensuing enrollment and claims issues causing volatility in claims experience. We took a number of actions in 2015 to improve the profitability of our individual commercial medical business in 2016. These actions were subject to regulatory restrictions in certain geographies and included premium increases for the 2016 coverage year related generally to the first half of 2015 claims experience, the discontinuation of certain products as well as exit of certain markets for 2016, network improvements, enhancements to claims and clinical processes and administrative cost control. Despite these actions, the deterioration in the second half of 2015 claims experience together with 2016 open enrollment results indicating the retention of many high-utilizing members for 2016 resulted in a probable future loss. As a result of our assessment of the profitability of our individual medical policies compliant with the Health Care Reform Law, in the fourth quarter of 2015, we recorded a provision for probable future losses (premium deficiency reserve) for the 2016 coverage year of $176 million in benefits payable in our consolidated balance sheet with a corresponding increase in benefits expense in our consolidated statement of income. The premium deficiency reserve includes the estimated benefit of approximately $340 million associated with risk corridor provisions expected for the 2016 coverage year.
On June 30, 2015 we received notification from CMS of risk adjustment and reinsurance settlement amounts for 2014. We revised our 2014 coverage year estimates to reflect actual amounts and also made a corresponding adjustment to our risk corridor estimate based on these results. The change in estimate for risk adjustment was substantially offset by the corresponding change in estimate for risk corridor, both of which are reflected as changes in premiums revenue in our consolidated statements of income. The change in estimate related to the 3Rs for the 2014 coverage year was a decline in the estimated net receivable of approximately $43 million for the year ended December 31, 2015. In addition, we revised our 3Rs estimates for the 2015 coverage year based on the data from CMS for 2014.
During the year ended December 31, 2015, we paid $186 million in risk adjustment charges and $1 million in risk corridor charges associated with the 2014 coverage year. We received payments of $521 million for reinsurance recoverables, $57 million for risk adjustment settlements, and $26 million for risk corridor settlements associated with the 2014 coverage year during the year ended December 31, 2015. We expect to collect the remaining risk adjustment receivable for the 2014 coverage year of approximately $4 million in 2016.
During 2015, we received our interim settlement associated with our risk corridor receivables for the 2014 coverage year. The interim settlement, representing only 12.6% of risk corridor receivables for the 2014 coverage year, was funded by HHS in accordance with previous guidance, utilizing funds HHS collected from us and other carriers under the 2014 risk corridor program. As discussed in Note 2, HHS provided guidance under the three year risk corridor program that future collections will first be applied to any shortfalls from previous coverage years before application

108





Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

to current year obligations. Risk corridor payables to issuers are obligations of the United States Government under the Health Care Reform law which requires the Secretary of HHS to make full payments to issuers. In the event of a shortfall at the end of the three year program, HHS has asserted it will explore other sources of funding for risk corridor payments, subject to the availability of appropriations. Based on the notice from CMS and collections in the fourth quarter of 2015, we classified our remaining gross risk corridor receivables for both the 2014 and 2015 coverage years as long-term because settlement is expected to exceed 12 months at December 31, 2015.
The accompanying consolidated balance sheets include the following amounts associated with the 3Rs at December 31, 2015 and December 31, 2014. Amounts classified as long-term represent settlements that we expect to exceed 12 months at December 31, 2015.
 2015 2014
 Risk Adjustment
Settlement
 Reinsurance
Recoverables
 Risk
Corridor
Settlement
 Risk Adjustment
Settlement
 Reinsurance
Recoverables
 Risk
Corridor
Settlement
 (in millions)
2014 Coverage Year           
Premiums receivable$4  $
 $
 $131  $
 $
Other current assets  
 
   586
 55
Trade accounts payable and
accrued expenses
  
 
 (89) 
 (4)
Net current asset4  
 
 42  586
 51
Other long-term assets  
 215
   
 
Other long-term liabilities  
 
   
 
Net long-term asset  
 215
   
 
Total 2014 coverage year net asset4  
 215
 42  586
 51
2015 Coverage Year           
Premiums receivable122  
 
   
 
Other current assets  610
 
   
 
Trade accounts payable and
accrued expenses
(223) 
 
   
 
Net current (liability) asset(101) 610
 
   
 
Other long-term assets10  
 244
   
 
Other long-term liabilities  
 
   
 
Net long-term asset10  
 244
   
 
Total 2015 coverage year net (liability) asset(91) 610
 244
   
 
Total net (liability) asset$(87) $610
 $459
 $42  $586
 $51

In 2015, we paid the federal government $867 million for the annual health insurance industry fee attributed to calendar year 2015, in accordance with the Health Care Reform Law. In 2014, we paid the federal government $562 million for the annual health insurance industry fee attributed to calendar year 2014. This fee is not deductible for tax purposes.

109





Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8. PROPERTY AND EQUIPMENT, NET
Property and equipment was comprised of the following at December 31, 20152018 and 2014, excluding Concentra amounts classified as held-for-sale at December 31, 2014 for comparative purposes. Net property and equipment associated with Concentra and classified as held-for sale at December 31, 2014 was $191 million.2017.
 2015 2014 2018 2017
 (in millions) (in millions)
Land $20
 $18
 $20
 $20
Buildings and leasehold improvements 633
 602
 766
 713
Equipment 645
 631
 890
 824
Computer software 1,424
 1,656
 2,372
 2,003
 2,722
 2,907
 4,048
 3,560
Accumulated depreciation (1,338) (1,679) (2,313) (1,976)
Property and equipment, net $1,384
 $1,228
 $1,735
 $1,584
Depreciation expense was $354$444 million in 2015, $3282018, $410 million in 2014,2017, and $309$388 million in 2013,2016, including amortization expense for capitalized internally developed and purchased software of $220$298 million in 2015, $1912018, $287 million in 2014,2017, and $172$255 million in 2013.2016.
9. GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying amounts of goodwill for our reportable segments have been retrospectively adjusted as of January 1, 2014 to conform to the 2015 segment change discussed in Note 2. Changes in the carrying amount of goodwill for our reportable segments for the years ended December 31, 20152018 and 20142017 were as follows:
  Retail Group Healthcare Services Total
  (in millions)
Balance at January 1, 2014 $1,069
 $385
 $1,799
 $3,253
Acquisitions 
 
 19
 19
Dispositions 
 
 (40) (40)
Subsequent payments/adjustments 
 
 (1) (1)
Balance at December 31, 2014 1,069
 385
 1,777
 3,231
Acquisitions 
 
 35
 35
Dispositions 
 
 (1) (1)
Balance at December 31, 2015 $1,069
 $385
 $1,811
 $3,265
  Retail Group and Specialty Healthcare Services Total
  (in millions)
Balance at January 1, 2017 $1,059
 $261
 $1,952
 $3,272
Acquisitions 
 
 9
 9
Balance at December 31, 2017 1,059
 261
 1,961
 3,281
Acquisitions 476
 
 140
 616
Balance at December 31, 2018 $1,535
 $261
 $2,101
 $3,897
Healthcare Services segment goodwill of $480 million associated with the sale of Concentra was reclassified to assets held-for-sale as of January 1, 2014 for comparative purposes and excluded from the table above. This $480 million of goodwill was disposed of on June 1, 2015 with the completion of the sale of Concentra.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents details of our other intangible assets included in other long-term assets in the accompanying consolidated balance sheets at December 31, 20152018 and 2014 and excludes Concentra amounts classified as held-for-sale as of December 31, 2014 for comparative purposes. Net other intangible assets associated with Concentra and classified as held-for-sale at December 31, 2014 were $132 million.2017.
 Weighted
Average
Life
 2015 2014 Weighted
Average
Life
 2018 2017
 Cost Accumulated
Amortization
 Net Cost Accumulated
Amortization
 Net Cost Accumulated
Amortization
 Net Cost Accumulated
Amortization
 Net
   (in millions)   (in millions)
Other intangible assets:                        
Customer contracts/relationships 9.8 years $566
 $292
 $274
 $657
 $326
 $331
 8.7 years $646
 $434
 $212
 $566
 $401
 $165
Trade names and technology 8.3 years 104
 54
 50
 115
 50
 65
 6.4 years 84
 83
 1
 104
 84
 20
Provider contracts 14.6 years 51
 24
 27
 52
 21
 31
 11.8 years 68
 37
 31
 68
 30
 38
Noncompetes and other 8.2 years 32
 26
 6
 41
 28
 13
 7.3 years 29
 28
 1
 32
 29
 3
Total other intangible assets 9.8 years $753
 $396
 $357
 $865
 $425
 $440
 8.7 years $827
 $582
 $245
 $770
 $544
 $226
Amortization expense for other intangible assets was approximately $93$90 million in 2015, $1212018, $75 million in 2014,2017, and $117$77 million in 2013. 2016. Amortization expense for 2018 included $12 million associated with the write-off of a trade name value reflecting the re-branding of certain provider assets.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents our estimate of amortization expense for each of the five next succeeding fiscal years:
 (in millions)
For the years ending December 31,: 
2016$78
201771
201862
201951
202047
 (in millions)
For the years ending December 31, 
2019$70
202067
202134
202231
202318

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10. BENEFITS PAYABLE
ActivityOn a consolidated basis, activity in benefits payable, excluding military services, was as follows for the years ended December 31, 2015, 20142018, 2017 and 2013:2016:
 2015 2014 2013 2018 2017 2016
 (in millions) (in millions)
Balances at January 1 $4,475
 $3,893
 $3,775
 $4,668
 $4,563
 $4,976
Less: Premium deficiency reserve 
 
 (176)
Less: Reinsurance recoverables (78) 
 
 (70) (76) (85)
Balances at January 1, net 4,397
 3,893
 3,775
 4,598
 4,487
 4,715
Acquisitions 
 
 5
Incurred related to:            
Current year 44,397
 38,641
 32,711
 46,385
 44,001
 45,318
Prior years (236) (518) (474) (503) (483) (582)
Total incurred 44,161
 38,123
 32,237
 45,882
 43,518
 44,736
Paid related to:            
Current year (39,802) (34,357) (29,103) (41,736) (39,496) (40,852)
Prior years (4,041) (3,262) (3,021) (3,977) (3,911) (4,112)
Total paid (43,843) (37,619) (32,124) (45,713) (43,407) (44,964)
Premium deficiency reserve 176
 
 
Reinsurance recoverable 85
 78
 
 95
 70
 76
Balances at December 31 $4,976
 $4,475
 $3,893
 $4,862
 $4,668
 $4,563
Amounts incurred related to prior years vary from previously estimated liabilities as the claims ultimately are settled. Negative amounts reported for incurred related to prior years result from claims being ultimately settled for amounts less than originally estimated (favorable development).




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As previously discussed, our reserving practice is to consistently recognize the actuarial best estimate of our ultimate liability for claims. Actuarial standards require the use of assumptions based on moderately adverse experience, which generally results in favorable reserve development, or reserves that are considered redundant. We experienced favorable medical claims reserve development related to prior fiscal years of $236$503 million in 2015, $5182018, $483 million in 2014,2017, and $474$582 million in 2013. 2016. The table below details our favorable medical claims reserve development related to prior fiscal years by segment for 2018, 2017, and 2016.
 Favorable Medical Claims Reserve
Development
 2018 2017 2016
  
Retail Segment$(398) $(386) $(429)
Group and Specialty Segment(46) (40) (46)
Individual Commercial Segment(57) (56) (106)
Other Businesses(2) (1) (1)
Total$(503) $(483) $(582)
The favorable medical claims reserve development for 2015, 2014,2018, 2017, and 20132016 primarily reflects the consistent application of trend and completion factors estimated using an assumption of moderately adverse conditions. The decline in favorableFavorable prior period development in 2015 primarily was due to the impact of lower financial claim recoveries due in part toresulted from our gradual implementation during 2014 of inpatient authorization review prior to admission as opposed to post adjudication, as well as higher than expected flu associated claims from the fourth quarter of 2014Medicare Advantage and continued volatility in claims associated with individual commercial medical products. The higher favorable prior period development during 2014 and 2013 resulted from increased membership, better than originally expected utilization across most of our major business lines and increased financial recoveries. The increase in financial recoveries primarily resulted from claim audit process enhancements as well as increased volume of claim audits and expanded audit scope. All lines of business benefited from these improvements. businesses.

112





Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Benefits expense excluded from the previous table was as follows for the years ended December 31, 2015, 20142018, 2017 and 2013:2016:
  2015 2014 2013
  (in millions)
Premium deficiency reserve for short-duration policies $176
 $
 $
Military services 12
 11
 (27)
Future policy benefits (80) 32
 354
Total $108
 $43
 $327
In the fourth quarter of 2015, we recognized a premium deficiency reserve for our individual commercial medical business compliant with the Health Care Reform Law associated with the 2016 coverage year as discussed in more detail in Note 7.
  2018 2017 2016
  (in millions)
Premium deficiency reserve for short-duration policies $
 $
 $(176)
Military services 
 
 8
Future policy benefits 
 (22) 439
Total $
 $(22) $271
Military services benefits expense for 2015 and 20142016 in the table above reflect expenses associated with our contracts with the Veterans Administration. Military services benefits expense for 2013 reflects the beneficial effect of a favorable settlement of contract claims with the DoD partially offset by expenses associated with our contracts with the Veterans Administration.
The decrease in benefits expense associated with future policy benefits payable in 2015 primarily reflects the release of reserves as individual commercial medical members transitioned to plans compliant with the Health Care Reform Law. The higher benefits expense associated with future policy benefits payable during 20132016 primarily relates to reserve strengthening for our closed block of long-term care insurance policies, acquiredwhich were sold in connection with the 2007 KMG America Corporation, or KMG, acquisition2018, as more fully described in Note 18.
Incurred and Paid Claims Development
The following discussion provides information about incurred and paid claims development for our segments as of December 31, 2018, net of reinsurance, as well as cumulative claim frequency and the total of IBNR included within the net incurred claims amounts. The information about incurred and paid claims development for the years ended December 31, 2016 and 2017 is presented as supplementary information.
Claims frequency is measured as medical fee-for-service claims for each service encounter with a unique provider identification number. Our claims frequency measure includes claims covered by deductibles as well as claims under capitated arrangements. Claim counts may vary based on product mix and the percentage of delegated capitation arrangements.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Retail Segment
Activity in benefits payable for our Retail segment was as follows for the years ended December 31, 2018, 2017 and 2016:
  2018 2017 2016
  (in millions)
Balances at January 1 $3,963
 $3,506
 $3,600
Less: Reinsurance recoverables (70) (76) (85)
Balances at January 1, net 3,893
 3,430
 3,515
Incurred related to:      
Current year 41,323
 38,604
 37,212
Prior years (398) (386) (429)
Total incurred 40,925
 38,218
 36,783
Paid related to:      
Current year (37,189) (34,781) (33,784)
Prior years (3,386) (2,974) (3,084)
Total paid (40,575) (37,755) (36,868)
Reinsurance recoverable 95
 70
 76
Balances at December 31 $4,338
 $3,963
 $3,506
At December 31, 2018, benefits payable for our Retail segment included IBNR of approximately $2.9 billion, primarily associated with claims incurred in 2018. The cumulative number of reported claims as of December 31, 2018 was approximately 104.3 million for claims incurred in 2018, 102.1 million for claims incurred in 2017, and 96.2 million for claims incurred in 2016.
The following tables provide information about incurred and paid claims development for the Retail segment as of December 31, 2018, net of reinsurance.
  Incurred Claims, Net of Reinsurance
  For the Years Ended December 31,
Claims Incurred Year 2016
Unaudited
 2017
Unaudited
 2018


(in millions)
2016 $37,212
 $36,891
 $36,811
2017 
 38,604
 38,341
2018 
 
 41,323
 Total     $116,475




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



Cumulative Paid Claims, Net of Reinsurance


For the Years Ended December 31,
Claims Incurred Year
2016
Unaudited

2017
Unaudited

2018


(in millions)
2016
$33,784

$36,841

$36,811
2017


34,781

38,232
2018




37,189
 Total




$112,232
All outstanding benefit liabilities before 2015, net of reinsurance
N/A
Benefits payable, net of reinsurance
$4,243
Group and Specialty Segment
Activity in benefits payable for our Group and Specialty segment, excluding military services, was as follows for the years ended December 31, 2018, 2017 and 2016:
  2018 2017 2016
  (in millions)
Balances at January 1 $568
 $579
 $616
Less: Reinsurance recoverables 
 
 
Balances at January 1, net 568
 579
 616
Incurred related to:      
Current year 5,466
 5,403
 5,271
Prior years (46) (40) (46)
Total incurred 5,420
 5,363
 5,225
Paid related to:      
Current year (4,957) (4,843) (4,700)
Prior years (514) (531) (562)
Total paid (5,471) (5,374) (5,262)
Balances at December 31 $517
 $568
 $579
At December 31, 2018, benefits payable for our Group and Specialty segment included IBNR of approximately $448 million, primarily associated with claims incurred in 2018. The cumulative number of reported claims as of December 31, 2018 was approximately 10.4 million for claims incurred in 2018, 11.1 million for claims incurred in 2017, and 12.9 million for claims incurred in 2016.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables provide information about incurred and paid claims development for the Group and Specialty segment as of December 31, 2018, net of reinsurance.
  Incurred Claims, Net of Reinsurance
  For the Years Ended December 31,
Claims Incurred Year 2016
Unaudited
 2017
Unaudited
 2018


(in millions)
2016 $5,271
 $5,234
 $5,235
2017 
 5,403
 5,358
2018 
 
 5,466
 Total     $16,059


Cumulative Paid Claims, Net of Reinsurance


For the Years Ended December 31,
Claims Incurred Year
2016
Unaudited

2017
Unaudited

2018


(in millions)
2016
$4,700

$5,226

$5,234
2017


4,843

5,351
2018




4,957
Total





$15,542
All outstanding benefit liabilities before 2015, net of reinsurance
N/A
Benefits payable, net of reinsurance
$517















Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Individual Commercial Segment
Activity in benefits payable for ourIndividual Commercial segment, was as follows for the years ended December 31, 2018, 2017 and 2016:
  2018 2017 2016
  (in millions)
Balances at January 1 $101
 $454
 $741
Less: Premium deficiency reserve 
 
 (176)
Balances at January 1, net 101
 454
 565
Incurred related to:      
Current year 
 669
 3,677
Prior years (56) (56) (106)
Total incurred (56) 613
 3,571
Paid related to:      
Current year 
 (583) (3,233)
Prior years (38) (383) (449)
Total paid (38) (966) (3,682)
Balances at December 31 $7
 $101
 $454
At December 31, 2018, benefits payable for our Individual Commercial segment included IBNR of approximately $1 million, associated with claims prior to 2018. The cumulative number of reported claims as of December 31, 2017 was approximately 2.2 million for claims incurred in 2017 and 9.5 million for claims incurred in 2016.
The following tables provide information about incurred and paid claims development for the Individual Commercial segment as of December 31, 2018, net of reinsurance.
  Incurred Claims, Net of Reinsurance
  For the Years Ended December 31,
Claims Incurred Year 2016
Unaudited
 2017
Unaudited
 2018
  (in millions)
2016 $3,677
 $3,621
 $3,609
2017 
 669
 627
2018 
 
 
 Total     $4,236







Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

  Cumulative Paid Claims, Net of Reinsurance
  For the Years Ended December 31,
Claims Incurred Year 2016
Unaudited
 2017
Unaudited
 2018
  (in millions)
2016 $3,233
 $3,606
 $3,609
2017   583
 620
2018     
Total     $4,229
All outstanding benefit liabilities before 2015, net of reinsurance N/A
Benefits payable, net of reinsurance $7
Reconciliation to Consolidated
The reconciliation of the net incurred and paid claims development tables to benefits payable in the consolidated statement of financial position is as follows:    
 December 31,
2018
Net outstanding liabilities 
Retail$4,243
Group and Specialty517
Individual Commercial7
    Benefits payable, net of reinsurance4,767
Reinsurance recoverable on unpaid claims 
Retail95
     Total benefits payable, gross$4,862
11. INCOME TAXES
The provision for income taxes consisted of the following for the years ended December 31, 2015, 20142018, 2017 and 2013:2016:
2015 2014 20132018 2017 2016
(in millions)(in millions)
Current provision:          
Federal$1,067
 $1,006
 $595
$139
 $1,324
 $921
States and Puerto Rico90
 81
 53
58
 116
 88
Total current provision1,157
 1,087
 648
197
 1,440
 1,009
Deferred (benefit) provision(2) (64) 42
Deferred expense (benefit)194
 132
 (71)
Provision for income taxes$1,155
 $1,023
 $690
$391
 $1,572
 $938

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The provision for income taxes was different from the amount computed using the federal statutory rate for the years ended December 31, 2015, 20142018, 2017 and 20132016 due to the following:
2015 2014 20132018 2017 2016
(in millions)(in millions)
Income tax provision at federal statutory rate$851
 $759
 $672
$436
 $1,407
 $543
States, net of federal benefit, and Puerto Rico44
 48
 32
42
 80
 41
Tax exempt investment income(24) (27) (26)(11) (22) (20)
Health insurer fee314
 204
 
Health insurance industry fee243
 
 336
Nondeductible executive compensation18
 22
 6
17
 36
 30
Concentra sale(67) 
 
Tax reform(39) 133
 
KMG sale(272) 
 
Other, net19
 17
 6
(25) (62) 8
Provision for income taxes$1,155
 $1,023
 $690
$391
 $1,572
 $938
The tax reform law enacted on December 22, 2017 (the "Tax Reform Law") reduced the statutory federal corporate income tax rate to 21 percent from 35 percent, beginning in 2018, and required a mandatory deemed repatriation of undistributed foreign earnings. The rate reduction required a remeasurement of our net deferred tax asset. These items resulted in an estimated increase in our 2017 tax provision of approximately $133 million, including approximately $10 million for the deemed repatriation tax imposed on the undistributed earnings of our Puerto Rico operations. Revisions to our prior estimate for the income tax effects of the Tax Reform Law decreased our 2018 tax provision by approximately $39 million.
The provision for income taxes for 2015, 2014, and 2013 reflects an $18 million, $22 million, and $6 million, respectively, estimated impact from limitationsincremental tax benefit on the deductibilitysale of annual compensationKMG of $272 million resulted from a tax loss higher than the loss recorded in excessthe statement of $500,000 per employee as mandated byincome for the Health Care Reform Law. As ofyear ended December 31, 2018 due to a higher tax basis in KMG than book basis. In addition, the amount reflects our ability to carryback the capital loss to tax years 2015, we do not have material uncertain2016 and 2017 at the historical tax positions reflected in our consolidated balance sheet.rate of 35 percent instead of the current tax rate of 21 percent.
Deferred income tax balances reflect the impact of temporary differences between the tax bases of assets or liabilities and their reported amounts in our consolidated financial statements, and are stated at enacted tax rates expected to be in effect when the reported amounts are actually recovered or settled. Principal components of our net deferred tax balances at December 31, 2015 and 2014 were as follows, excluding Concentra amounts classified as held-for-sale at December 31, 2014 for comparative purposes. The net deferred tax liability associated with Concentra and classified as held-for sale at December 31, 2014 was $55 million.

 Assets (Liabilities)
 2015 2014
 (in millions)
Future policy benefits payable$200
 $320
Compensation and other accrued expenses130
 168
Benefits payable267
 138
Net operating loss carryforward47
 52
Deferred acquisition costs64
 57
Unearned revenues22
 21
Other13
 17
Total deferred income tax assets743
 773
Valuation allowance(42) (48)
Total deferred income tax assets, net of valuation allowance701
 725
Depreciable property and intangible assets(363) (346)
Investment securities(37) (168)
Prepaid expenses(45) (55)
Total deferred income tax liabilities(445) (569)
Total net deferred income tax assets$256
 $156
Amounts recognized in the consolidated balance sheets:   
Other current assets$
 $79
Other long-term assets256
 77
Total net deferred income tax assets$256
 $156


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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In November 2015, the FASB issued new guidance related to accounting for income taxes which changes the balance sheet classificationPrincipal components of our net deferred taxes, requiringtax balances at December 31, 2018 and 2017 were as follows:
 Assets (Liabilities)
 2018 2017
 (in millions)
Compensation and other accrued expense$89
 $138
Benefits payable79
 113
Investment securities44
 
Net operating loss carryforward38
 53
Capital loss carryforward15
 
Deferred acquisition costs17
 48
Unearned revenues9
 12
Other8
 1
Future policy benefits payable
 231
Total deferred income tax assets299
 596
Valuation allowance(54) (49)
Total deferred income tax assets, net of valuation allowance245
 547
Depreciable property and intangible assets(273) (237)
Prepaid expenses(52) (44)
Future policy benefits payable(5) 
Investment securities
 (49)
Total deferred income tax liabilities(330) (330)
Total net deferred income tax assets/(liabilities)$(85) $217
All deferred tax liabilities and assets beare classified as noncurrent in a classified statement of financial position. We elected to early adopt the guidance and have classified all deferred tax liabilities and assets as noncurrent in our consolidated balance sheetsheets as other long-term liabilities at December 31, 2015 to simplify their presentation. Prior periods were not retrospectively adjusted. If we had retrospectively adjusted our consolidated balance sheet, our other current assets would have declined by $79 million2018 and similarly, ouras other long-term assets would have increased by $79 million at December 31, 2014.2017.
At December 31, 2015,2018, we had approximately $126$104 million of net operating losses and $64 million of capital losses to carry forward related to prior acquisitions and our Puerto Rico subsidiaries.forward. These net operating loss carryforwards, if not used to offset future taxable income or capital gain, will expire from 20162019 through 2033.2037. Due to limitations and uncertainty regarding our ability to use some of the loss carryforwards and certain other deferred tax assets, a valuation allowance of $54 million was established on $105 million of these net operating loss carryforwards and $7 million of other items related to Puerto Rico.established. For the remainder of the net operating loss carryforwards and other cumulative temporary differences, based on our historical record of producing taxable income and profitability, we have concluded that future operating income will be sufficient to give rise to tax expense to recover allthese deferred tax assets.
We provide for income taxes on the undistributed earnings of our Puerto Rico operations using that jurisdiction’s tax rate, which has been lower historically than the U.S. statutory tax rate. Permanent investment of these earnings has resulted in cumulative unrecognized deferred tax liabilities of approximately $30 million as of December 31, 2015.
We file income tax returns in the United States and certain foreign jurisdictions.Puerto Rico. The U.S. Internal Revenue Service, or IRS, has completed its examinations of our consolidated income tax returns for 20132016 and prior years. Our 20142017 tax return is in the post-filing review period under the Compliance Assurance Process, (CAP).or CAP. Our 20152018 tax return is under advance review by the IRS under CAP. With a few exceptions, which are immaterial in the aggregate, we no longer are subject to state, local and foreign tax examinations for years before 2012. As of December 31, 2015, we2015. We are not aware of any material adjustments that may be proposed.proposed as a result of any ongoing or future examinations. We do not have material uncertain tax positions reflected in our consolidated balance sheets.
12. DEBT
The carrying value of long-term debt outstanding was as follows at December 31, 2015 and 2014:

 2015 2014
 (in millions)
Long-term debt: 
Senior notes: 
$500 million, 7.20% due June 15, 2018$503
 $504
$300 million, 6.30% due August 1, 2018309
 312
$400 million, 2.625% due October 1, 2019400
 400
$600 million, 3.15% due December 1, 2022598
 598
$600 million, 3.85% due October 1, 2024599
 599
$250 million, 8.15% due June 15, 2038266
 266
$400 million, 4.625% due December 1, 2042400
 400
$750 million, 4.95% due October 1, 2044746
 746
Total long-term debt$3,821
 $3,825

Senior Notes
In September 2014, we issued $400 million of 2.625% senior notes due October 1, 2019, $600 million of 3.85% senior notes due October 1, 2024 and $750 million of 4.95% senior notes due October 1, 2044. Our net proceeds, reduced for the underwriters' discount and commission and offering expenses, were $1.73 billion. We used a portion of the net proceeds to redeem the $500 million 6.45% senior unsecured notes as discussed below.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


In October 2014, we redeemed the $500 million 6.45% senior unsecured notes due June 1, 2016,12. DEBT
The carrying value of debt outstanding was as follows at 100%December 31, 2018 and 2017:
 2018 2017
 (in millions)
Short-term debt: 
Commercial paper$645
 150
Term note650
 
Senior note:   
$400 million, 2.625% due October 1, 2019399
 
Total short-term debt$1,694
 $150
  
Long-term debt: 
Senior notes: 
$400 million, 2.625% due October 1, 2019$
 $399
$400 million, 2.50% due December 15, 2020398
 397
$400 million, 2.90% due December 15, 2022396
 396
$600 million, 3.15% due December 1, 2022596
 595
$600 million, 3.85% due October 1, 2024597
 595
$600 million, 3.95% due March 15, 2027594
 594
$250 million, 8.15% due June 15, 2038263
 263
$400 million, 4.625% due December 1, 2042396
 396
$750 million, 4.95% due October 1, 2044739
 739
$400 million, 4.80% due March 15, 2047396
 396
Total long-term debt$4,375
 $4,770
Maturities of the principal amount plus applicable premium for early redemptionshort-term and accrued and unpaid interest to the redemption date, for cash totaling approximately $560 million. We recognized a loss on extinguishment oflong-term debt of approximately $37 million in October 2014 for the redemption of these notes.years ending December 31, are as follows:

For the years ending December 31,(in millions)
2019$1,697
2020400
2021
20221,000
2023
Thereafter3,000
Senior Notes
Our senior notes, which are unsecured, may be redeemed at our option at any time at 100% of the principal amount plus accrued interest and a specified make-whole amount. The 7.20% and 8.15% senior notes are subject to an interest rate adjustment if the debt ratings assigned to the notes are downgraded (or subsequently upgraded). In addition, our senior notes (other than the 6.30% senior notes) contain a change of control provision that may require us to purchase the notes under certain circumstances. On July 2, 2015 we entered intoWe recognized a Merger Agreement with Aetna that, when closed, may requireloss on extinguishment of debt of approximately $17 million in 2017 for the early redemption of the notes if the notes are downgraded below investment grade by both Standard & Poor’s Rating Services, or S&P and Moody’s Investors Services, Inc., or Moody’s.
Prior to 2009, we were parties to interest-rate swap agreements that exchanged the fixed interest rate under our senior notes, for a variable interest rate based on LIBOR. As a result, the carrying value of the senior notes was adjusted to reflect changes in value caused by an increase or decreasewhich is included in interest rates. During 2008, we terminated allexpense in the consolidated statements of our swap agreements. The cumulative adjustment to the carrying value of our senior notes was $103 million as of the termination date which is being amortized as a reduction to interest expense over the remaining term of the senior notes. In October 2014, the redemption of our 6.45% senior notes reduced the unamortized carrying value adjustment by $12 million. The unamortized carrying value adjustment was $28 million as of December 31, 2015 and $32 million as of December 31, 2014.income.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit Agreement
Our 5-year, $1.0$2.0 billion unsecured revolving credit agreement expires July 2018.May 2022. Under the credit agreement, at our option, we can borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion bears interest at either LIBOR plus a spread or the base rate plus a spread. The LIBOR spread, currently 110110.0 basis points, varies depending on our credit ratings ranging from 9091.0 to 150150.0 basis points. We also pay an annual facility fee regardless of utilization. This facility fee, currently 1515.0 basis points, may fluctuate between 109.0 and 2525.0 basis points, depending upon our credit ratings. The competitive advance portion of any borrowings will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based on LIBOR, at our option.

The terms of the credit agreement include standard provisions related to conditions of borrowing including a customary material adverse effect clause which could limit our ability to borrow additional funds. In addition, the credit agreement contains customary restrictive covenants and a financial covenantscovenant regarding maximum debt to capitalization of 50% as well as customary events of default, including financial covenants regarding the maintenance of a minimum level of net worth of $8.5 billion at December 31, 2015 and a maximum leverage ratio of 3.0:1.default. We are in compliance with thethis financial covenants,covenant, with actual net worth of $10.3 billion and an actual leverage ratiodebt to capitalization of 1.3:1,37% as measured in accordance with the credit agreement as of December 31, 2015. In addition,2018. Upon our agreement with one or more financial institutions, we may expand the aggregate commitments under the credit agreement includes an uncommitted $250to a maximum of $2.5 billion, through a $500 million incremental loan facility.
At December 31, 2015,2018, we had no borrowings and no letters of credit outstanding under the credit agreement and we had outstanding letters of credit of $1 million secured under the credit agreement. No amounts have been drawn on these letters of credit. Accordingly, as of December 31, 2015,2018, we had $999 million$2 billion of remaining borrowing capacity (which excludes the uncommitted $500 million incremental loan facility under the credit agreement,agreement), none of which would be restricted by our financial covenant compliance requirement. We have other customary, arms-length relationships, including financial advisory and banking, with some parties to the credit agreement.
Commercial Paper
In October 2014, we entered into a    Under our commercial paper program pursuant to which we may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker dealers.dealers at any time not to exceed $2 billion. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount outstanding under the program at any time not to exceed $1 billion.time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. The maximum principal amount outstanding at any one time during

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the year ended December 31, 20152018 was $414$923 million, with $299$645 million outstanding at December 31, 2015. There were no2018 compared to $150 million outstanding borrowings at December 31, 2014.2017. The outstanding commercial paper at December 31, 2018 had a weighted average annual interest rate of 3.06%.
Term Note
In November 2018, we entered into a $1.0 billion term note agreement with a bank at a variable rate of interest due within one year. We may elect to incur interest at either the bank's base rate or LIBOR plus 115 basis points. The base rate is defined as the higher of the daily federal funds rate plus 50 basis points; or the bank's prime rate; or LIBOR plus 100 basis points. The interest rate in effect at December 31, 2018 was 3.67%. The note is prepayable without penalty. Proceeds were primarily used to fund the November 2018 accelerated stock repurchase agreement. We repaid $350 million prior to December 31, 2018. The term note shares the customary terms and provisions as well as financial covenants of our Credit Agreement, as discussed above.
13. EMPLOYEE BENEFIT PLANS
Employee Savings Plan
We have defined contribution retirement savings plans covering eligible employees which include matching contributions based on the amount of our employees’ contributions to the plans. The cost of these plans amounted to approximately $188$197 million in 2015, $1762018, $217 million in 2014,2017, and $155$196 million in 2013.2016. The Company’s cash match is invested pursuant to the participant’s contribution direction. Based on the closing price of our common stock of $178.51$286.48 on December 31, 2015,2018, approximately 13%12% of the retirement and savings plan’s assets were invested in our common stock, or approximately 2.51.8 million shares, representing 2%approximately 1.3% of the shares outstanding as of




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 31, 2015.2018. At December 31, 2015,2018, approximately 3.42.0 million shares of our common stock were reserved for issuance under our defined contribution retirement savings plans.
Stock-Based Compensation
We have plans under which options to purchase our common stock and restricted stock units have been granted to executive officers, directors and key employees. For awards granted prior to July 2, 2015, our equity award agreements generally contain provisions whereby the awards automatically accelerate and vest upon change in control, including those granted to retirement-eligible participants described below. The Merger discussed in Note 2 qualifies as a change in control event under our equity award agreements. Awards granted on or after July 2, 2015 would generally require both a change in control and termination of employment within 2 years of the date of the change in control to accelerate the vesting, including those granted to retirement-eligible participants.
The terms and vesting schedules for stock-based awards vary by type of grant. Generally, the awards vest upon time-based conditions. We have also granted awards to certain employees that vest upon a combination of time and performance-based conditions. The stock awards of retirement-eligible participants granted prior to July 2, 2015 generally will continue to fully vest on the originally scheduled vest date upon retirement from the Company. For stock awards of retirement-eligible employees granted on or after July 2, 2015, awards are generally earned ratably over the service period for each tranche. Accordingly, upon retirement the earned portion of the current tranche will continue to vest on the originally scheduled vest date and any remaining unearned portion of the award will be forfeited. Our equity award program includes a retirement provision that generally treats employees with a combination of age and years of services with the Company totaling 65 or greater, with a minimum required age of 55 and a minimum requirement of 5 years of service, as retirement-eligible. Upon exercise, stock-based compensation awards are settled with authorized but unissued company stock or treasury stock.
The compensation expense that has been charged against income for these plans was as follows for the years ended December 31, 2015, 2014,2018, 2017, and 2013:2016:
2015 2014 20132018 2017 2016
(in millions)(in millions)
Stock-based compensation expense by type:          
Restricted stock$99
 $91
 $84
$124
 $145
 $106
Stock options10
 7
 8
13
 12
 9
Total stock-based compensation expense109
 98
 92
137
 157
 115
Tax benefit recognized(26) (22) (22)(21) (32) (20)
Stock-based compensation expense, net of tax$83
 $76
 $70
$116
 $125
 $95
Stock-based compensation expense for certain restricted stock in 2017 included a $29 million modification expense for certain awards.
The tax benefit recognized in our consolidated financial statements is based on the amount of compensation expense recorded for book purposes, subject to limitations on the deductibility of annual compensation in excess of $500,000 per employee as mandated by the Health Care Reform Law. The actual tax benefit realized in our tax return is based

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

on the intrinsic value, or the excess of the market value over the exercise or purchase price, of stock options exercised and restricted stock vested during the period, subject to limitations on the deductibility of annual compensation in excess of $500,000 per employee as mandated by the Health Care Reform Law. The actual tax benefit realized for the deductions taken on our tax returns from option exercises and restricted stock vesting totaled $34$49 million in 2015, $302018, $68 million in 2014,2017, and $20$53 million in 2013.2016. There was no capitalized stock-based compensation expense during these years.
At December 31, 2015,2018, there were 18.113.1 million shares reserved for stock award plans. These reserved shares included giving effect to, under the 2011 Plan, 8.74.7 million shares of common stock available for future grants assuming all stock options were granted or 3.82.0 million shares available for future grants assuming all restricted stock were granted. Shares may be issued from authorized but unissued company stock or treasury stock.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Restricted Stock
Restricted stock is granted with a fair value equal to the market price of our common stock on the date of grant and generally vests three years from the date of grant. Restricted stock granted on or after July 2, 2015, generally vests in equal annual tranches over a three year period from the date of grant. Certain of our restricted stock unitsgrants also include performance-based conditions generally associated with strategic membership growth and return on invested capital.capital and strategic membership growth. Restricted stock units have forfeitable dividend equivalent rights equal to the dividend paid on common stock. The weighted-average grant date fair value of our restricted stock was $165.26$276.62 in 2015, $103.572018, $222.35 in 2014,2017, and $73.50$168.12 in 2013.2016. Activity for our restricted stock was as follows for the year ended December 31, 2015:2018:
Shares Weighted-
Average
Grant-Date
Fair Value
Shares Weighted-
Average
Grant-Date
Fair Value
(shares in thousands)(shares in thousands)
Nonvested restricted stock at December 31, 20143,635
 $85.52
Nonvested restricted stock at December 31, 20171,653
 $171.68
Granted837
 165.26
576
 276.62
Vested(919) 84.95
(1,045) 185.82
Forfeited(188) 98.92
(220) 180.83
Nonvested restricted stock at December 31, 20153,365
 $104.58
Nonvested restricted stock at December 31, 2018964
 $213.99
Approximately 30%12% of the nonvested restricted stock at December 31, 20152018 included performance-based conditions.
The fair value of shares vested was $153$298 million during 2015, $992018, $306 million during 2014,2017, and $52$253 million during 2013.2016. Total compensation expense not yet recognized related to nonvested restricted stock was $88$156 million at December 31, 2015.2018. We expect to recognize this compensation expense over a weighted-average period of approximately 1.41.8 years. There are no other contractual terms covering restricted stock once vested.
Stock Options
Stock options are granted with an exercise price equal to the fair market value of the underlying common stock on the date of grant. Our stock plans, as approved by the Board of Directors and stockholders, define fair market value as the average of the highest and lowest stock prices reported on the composite tape by the New York Stock Exchange on a given date. Exercise provisions vary, but most options vest in whole or in part 1 to 3 years after grant and expire 7 years after grant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The weighted-average fair value of each option granted during 2015, 2014,2018, 2017, and 20132016 is provided below. The fair value was estimated on the date of grant using the Black-Scholes pricing model with the weighted-average assumptions indicated below:
2015 2014 20132018 2017 2016
Weighted-average fair value at grant date$36.91
 $22.45
 $21.80
$63.67
 $49.81
 $37.12
Expected option life (years)4.2 years
 4.3 years
 4.4 years
4.1 years
 4.1 years
 4.2 years
Expected volatility27.4% 27.6% 38.8%26.1% 27.1% 27.6%
Risk-free interest rate at grant date1.4% 1.3% 0.8%2.5% 2.0% 1.1%
Dividend yield0.7% 1.1% 1.5%0.7% 0.7% 0.7%
When valuing employee stock options, we stratify the employee population into three homogenoushomogeneous groups that historically have exhibited similar exercise behaviors. These groups are executive officers, directors, and all other employees. We value the stock options based on the unique assumptions for each of these employee groups.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We calculate the expected term for our employee stock options based on historical employee exercise behavior and base the risk-free interest rate on a traded zero-coupon U.S. Treasury bond with a term substantially equal to the option’s expected term.
The volatility used to value employee stock options is based on historical volatility. We calculate historical volatility using a simple-average calculation methodology based on daily price intervals as measured over the expected term of the option.
Activity for our option plans was as follows for the year ended December 31, 2015:2018:
Shares  Under
Option
 Weighted-Average
Exercise Price
Shares  Under
Option
 Weighted-Average
Exercise Price
(shares in thousands)(shares in thousands)
Options outstanding at December 31, 2014768
 $82.45
Options outstanding at December 31, 2017863
 $181.44
Granted377
 164.80
143
 276.01
Exercised(304) 76.25
(320) 157.44
Forfeited(6) 83.58
(9) 150.59
Options outstanding at December 31, 2015835
 $121.89
Options exercisable at December 31, 2015203
 $78.30
Options outstanding at December 31, 2018677
 $213.17
Options exercisable at December 31, 2018178
 $180.76
As of December 31, 2015,2018, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of $48 million, and a weighted-average remaining contractual term of 5.05 years. As of December 31, 2015,2018, exercisable stock options had an aggregate intrinsic value of $20$19 million, and a weighted-average remaining contractual term of 3.54.1 years. The total intrinsic value of stock options exercised during 20152018 was $28$43 million, compared with $32$44 million during 20142017 and $39$18 million during 2013.2016. Cash received from stock option exercises totaled $23$50 million in 2015, $522018, $63 million in 2014,2017, and $67$14 million in 2013.2016.
Total compensation expense not yet recognized related to nonvested options was $10$14 million at December 31, 2015.2018. We expect to recognize this compensation expense over a weighted-average period of approximately 1.91.7 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

14. EARNINGS PER COMMON SHARE COMPUTATION
Detail supporting the computation of basic and diluted earnings per common share was as follows for the years ended December 31, 2015, 20142018, 2017 and 2013:2016:
2015 2014 20132018 2017 2016
(dollars in millions, except per
common share results, number of
shares/options in thousands)
(dollars in millions, except per
common share results, number of
shares/options in thousands)
Net income available for common stockholders$1,276
 $1,147
 $1,231
$1,683
 $2,448
 $614
Weighted-average outstanding shares of common stock used to
compute basic earnings per common share
149,455
 154,187
 157,503
137,486
 144,493
 149,375
Dilutive effect of:          
Employee stock options192
 230
 322
194
 172
 219
Restricted stock1,495
 1,457
 1,326
723
 920
 1,323
Shares used to compute diluted earnings per common share151,142
 155,874
 159,151
138,403
 145,585
 150,917
Basic earnings per common share$8.54
 $7.44
 $7.81
$12.24
 $16.94
 $4.11
Diluted earnings per common share$8.44
 $7.36
 $7.73
$12.16
 $16.81
 $4.07
Number of antidilutive stock options and restricted stock awards
excluded from computation
415
 320
 704
223
 539
 748




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

15. STOCKHOLDERS’ EQUITY
Dividends
The following table provides details of dividend payments, excluding dividend equivalent rights, in 2013, 2014,2016, 2017, and 20152018 under our Board approved quarterly cash dividend policy:
Payment
Date
 Amount
per Share
 Total
Amount
    (in millions)
2013 $1.06 $167
2014 $1.10 $170
2015 $1.14 $170
Payment
Date
 Amount
per Share
 Total
Amount
    (in millions)
2016 $1.16 $172
2017 $1.49 $216
2018 $1.90 $262
The Merger Agreement discussed in NoteOn November 2, does not impact our ability and intent to continue quarterly2018, the Board declared a cash dividend payments prior to the closing of the Merger consistent with our historical dividend payments. Under the terms of the Merger Agreement, we have agreed with Aetna that our quarterly dividend will not exceed $0.29$0.50 per share priorthat was paid on January 25, 2019 to the closingstockholders of the Merger.record on December 31, 2018, for an aggregate amount of $68 million. Declaration and payment of future quarterly dividends is at the discretion of our Board and may be adjusted as business needs or market conditions change. In addition, under the terms of the Merger Agreement, we have agreed with Aetna to coordinate the declaration and payment of dividends so that our stockholders do not fail to receive a quarterly dividend around the time of the closing of the Merger.
On October 29, 2015,In February 2019, the Board declared a cash dividend of $0.29$0.55 per share that was paidpayable on January 29, 2016April 26, 2019 to stockholders of record on December 30, 2015, for an aggregate amount of $43 million.March 29, 2019.
Stock Repurchases
In September 2014, ourOur Board of Directors replaced a previous share repurchase authorization of up to $1 billion (of which $816 million remained unused) with a new current authorization for repurchases of up to $2 billionmay authorize the purchase of our common shares exclusive of shares repurchased in connection with employee stock plans, expiring on December 31, 2016.shares. Under theour share repurchase authorization, shares may behave been purchased from time to time at prevailing prices in the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

open market, by block purchases, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or in privately-negotiated transactions (including pursuant to accelerated share repurchase agreements with investment banks), subject to certain regulatory restrictions on volume, pricing, and timing. Pursuant
On February 14, 2017, our Board of Directors authorized the repurchase of up to the Merger Agreement, after July 2, 2015, we are prohibited from repurchasing any of our outstanding securities without the prior written consent of Aetna, other than repurchases of shares$2.25 billion of our common stock in connection with the exerciseshares expiring on December 31, 2017, exclusive of outstanding stock options or the vesting or settlement of outstanding restricted stock awards. Accordingly, as announced on July 3, 2015, we have suspended our share repurchase program. Our remaining repurchase authorization was $1.04 billion as of July 3, 2015.
Excluding shares acquiredrepurchased in connection with employee stock plans as well as 0.36 million shares received in March 2015 upon final settlement of our accelerated share repurchase agreement, or ASR Agreement, described below for which no cash was paid during the period, share repurchases were as follows during the years ended December 31, 2015, 2014 and 2013:plans.
    Year Ended December 31,
    2015 2014 2013
Authorization Date Purchase Not to Exceed Shares Cost Shares Cost Shares Cost
  (in millions)
September 2014 $2,000
 1.85
 $329
 4.10
 $635
(a)
 $
April 2014 1,000
 
 
 1.50
 184
 
 
April 2013 1,000
 
 
 0.10
 11
 4.55
 420
April 2012 1,000
 
 
 
 
 1.22
 82
Total repurchases   1.85
 $329
 5.70
 $830
 5.77
 $502
(a) Includes $100 million held back by Goldman Sachs pending final settlement of the ASR
Agreement in March 2015 at which timeOn February 16, 2017, we received an additional 0.36 million shares which
are excluded from the table above.

On November 7, 2014, we announced that we had entered into an accelerated share repurchase agreement, orthe February 2017 ASR, Agreement, with Goldman, Sachs & Co., LLC, or Goldman Sachs, to repurchase $500 million$1.5 billion of our common stock as part of the $2$2.25 billion share repurchase program authorized in September 2014. Under the ASR Agreement, on November 10, 2014,February 14, 2017. On February 22, 2017, we made a payment of $500 million$1.5 billion to Goldman Sachs from available cash on hand and received an initial delivery of 3.065.83 million shares of our common stock from Goldman Sachs based on the then current market price of Humana common stock. The payment to Goldman Sachs was recorded as a reduction to stockholders’ equity, consisting of a $400 million$1.2 billion increase in treasury stock, which reflected the value of the initial 3.065.83 million shares received upon initial settlement, and a $100$300 million decrease in capital in excess of par value, which reflected the value of stock held back by Goldman Sachs pending final settlement of the February 2017 ASR. Upon settlement of the February 2017 ASR Agreement.on August 28, 2017, we received an additional 0.84 million shares as determined by the average daily volume weighted-average share price of our common stock during the term of the agreement of $224.81, less a discount and subject to adjustments pursuant to the terms and conditions of the February 2017 ASR, bringing the total shares received under this program to 6.67 million. In addition, upon settlement we reclassified the $300 million value of stock initially held back by Goldman Sachs from capital in excess of par value to treasury stock. Subsequent to settlement of the February 2017 ASR, we repurchased an additional 3.04 million shares in the open market, utilizing the remaining $750 million of the $2.25 billion authorization prior to expiration.

On December 14, 2017, our Board of Directors authorized the repurchase of up to $3.0 billion of our common shares expiring on December 31, 2020, exclusive of shares repurchased in connection with employee stock plans.




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On December 21, 2017, we entered into an accelerated stock repurchase agreement, the December 2017 ASR, with Bank of America, N.A., or BofA, to repurchase $1.0 billion of our common stock as part of the $3.0 billion share repurchase program authorized on December 14, 2017. On December 22, 2017, we made a payment of $1.0 billion to BofA from available cash on hand and received an initial delivery of 3.28 million shares of our common stock from BofA based on the then current market price of Humana common stock. The payment to BofA was recorded as a reduction to stockholders’ equity, consisting of an $800 million increase in treasury stock, which reflected the value of the initial 3.28 million shares received upon initial settlement, and a $200 million decrease in capital in excess of par value, which reflected the value of stock held back by BofA pending final settlement of the December 2017 ASR. Upon settlement of the ASR on March 13, 2015,26, 2018, we received an additional 0.360.46 million shares as determined by the average daily volume weighted-average share price of our common stock during the term of the ASR Agreement of $146.21,$267.55, bringing the total shares received under this program to3.42 3.74 million. In addition, upon settlement we reclassified the $100$200 million value of stock initially held back by Goldman SachsBofA from capital in excess of par value to treasury stock.
On November 28, 2018, we entered into an accelerated stock repurchase agreement, the November 2018 ASR, with Goldman Sachs to repurchase $750 million of our common stock as part of the $3.0 billion share repurchase program authorized by the Board of Directors on December 14, 2017. On November 29, 2018, we made a payment of $750 million to Goldman Sachs from available cash on hand and received an initial delivery of 1.94 million shares of our common stock from Goldman Sachs. The payment to Goldman Sachs was recorded as a reduction to stockholders’ equity, consisting of a $600 million increase in treasury stock, which reflects the value of the initial 1.94 million shares received upon initial settlement, and a $150 million decrease in capital in excess of par value, which reflected the value of stock held back by Goldman Sachs pending final settlement of the November 2018 ASR. The final number of shares that we may receive, or be required to remit, under the agreement will be determined based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the agreement. Final settlement under the November 2018 ASR is expected to occur by the end of the first quarter of 2019. The agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms upon certain specified events, the circumstances generally under which final settlement may be accelerated or extended or the agreement may be terminated early by Goldman Sachs or Humana, and various acknowledgments and representations made by the parties to each other. At final settlement, under certain circumstances, we may be entitled to receive additional shares of our common stock from Goldman Sachs or we may be required to make a payment. If we are obligated to make payment, we may elect to satisfy such obligation in cash or shares of our common stock.
Our remaining repurchase authorization was approximately $1,176 million as of February 21, 2019, excluding the $150 million pending final settlement of our November 28, 2018 ASR.

Excluding shares acquired in connection with employee stock plans, share repurchases were as follows during the years ended December 31, 2018, 2017 and 2016.
     
    2018 2017 2016 
Authorization Date Purchase Not to Exceed Shares Cost Shares Cost Shares Cost 
  (in millions) 
February 2017 2,250
 
 
 9.71
 2,250
 
 
 
December 2017 3,000
 3.07
 1,024
 3.28
 800
 
 
 
Total repurchases   3.07
 $1,024
 12.99
 $3,050
 
 $
 

In connection with employee stock plans, we acquired 0.3 million common shares for $56 million in 2015, 0.4 million common shares for $42$116 million in 2014, and 0.32018, 0.5 million common shares for $29$115 million in 2013.2017, and 0.6 million common shares for $104 million in 2016.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Regulatory Requirements
Certain of our subsidiaries operate in states that regulate the payment of dividends, loans, or other cash transfers to Humana Inc., our parent company, and require minimum levels of equity as well as limit investments to approved securities. The amount of dividends that may be paid to Humana Inc. by these subsidiaries, without prior approval by state regulatory authorities, or ordinary dividends, is limited based on the entity’s level of statutory income and statutory capital and surplus. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an extraordinary dividend requiring prior regulatory approval. In most states, prior notification is provided before paying a dividend even if approval is not required.
Although minimum required levels of equity are largely based on premium volume, product mix, and the quality of assets held, minimum requirements vary significantly at the state level. Our state regulated insurances subsidiaries had aggregate statutory capital and surplus of approximately $6.6$7.6 billion and $6.0$8.0 billion as of December 31, 20152018 and 2014,2017, respectively, which exceeded aggregate minimum regulatory requirements of $4.6$5.2 billion and $4.1$4.8 billion, respectively. Subsidiary dividends are subject to state regulatory approval, the amount and timing of which could be reduced or delayed. Excluding Puerto Rico subsidiaries, theThe amount of ordinary dividends that may be paid to our parent company in 20162019 is approximately $900 million$1 billion in the aggregate. This compares to dividends that were paid to our parent company in 2015The amount, timing and mix of approximately $493 million. Actual dividends paid mayordinary and extraordinary dividend payments will vary due to considerationstate regulatory requirements, the level of excess statutory capital and surplus and expected future surplus requirements related to, for example, premium volume and product mix. Actual dividends that were paid to our parent company were approximately $2.3 billion in 2018, $1.4 billion in 2017, and $0.8 billion in 2016.
16. COMMITMENTS, GUARANTEES AND CONTINGENCIES
Leases
We lease facilities, computer hardware, and other furniture and equipment under long-term operating leases that are noncancelable and expire on various dates through 2026.2046. We sublease facilities or partial facilities to third party tenants for space not used in our operations. Rent with scheduled escalation terms are accounted for on a straight-line basis over the lease term. Rent expense and sublease rental income, which are recorded net as an operating cost, for all operating leases were as follows for the years ended December 31, 2015, 20142018, 2017 and 2013:2016:
2015 2014 20132018 2017 2016
(in millions)(in millions)
Rent expense$201
 $226
 $227
$167
 $204
 $179
Sublease rental income(25) (14) (11)(32) (33) (26)
Net rent expense$176
 $212
 $216
$135
 $171
 $153
Future annual minimum payments due subsequent to December 31, 20152018 under all of our noncancelable operating leases with initial terms in excess of one year are as follows:
Minimum
Lease
Payments
 Sublease
Rental
Receipts
 Net  Lease
Commitments
Minimum
Lease
Payments
 Sublease
Rental
Receipts
 Net  Lease
Commitments
(in millions)(in millions)
For the years ending December 31,:          
2016$173
 $(16) $157
2017159
 (16) 143
2018127
 (14) 113
201994
 (11) 83
$147
 $(13) $134
202054
 (7) 47
113
 (12) 101
202196
 (10) 86
202279
 (9) 70
202334
 (9) 25
Thereafter90
 (45) 45
50
 (23) 27
Total$697
 $(109) $588
$519
 $(76) $443

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Purchase Obligations
We have agreements to purchase services, primarily information technology related services, or to make improvements to real estate, in each case that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum levels of service to be purchased; fixed, minimum or variable price provisions; and the appropriate timing of the transaction. We have purchase obligation commitments of $74 million in 2016, $44 million in 2017, $30 million in 2018, $1$240 million in 2019, $201 million in 2020, $136 million in 2021, $98 million in 2022, and $1$61 million thereafter.in 2023. Purchase obligations exclude agreements that are cancelable without penalty.
Off-Balance Sheet Arrangements
As part of our ongoing business, we do not participate or knowingly seek to participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, 2015,2018, we were not involved in any SPE transactions.
Guarantees and Indemnifications
Through indemnity agreements approved by the state regulatory authorities, certain of our regulated subsidiaries generally are guaranteed by Humana Inc., our parent company, in the event of insolvency for (1) member coverage for which premium payment has been made prior to insolvency; (2) benefits for members then hospitalized until discharged; and (3) payment to providers for services rendered prior to insolvency. Our parent also has guaranteed the obligations of our military services subsidiaries and funding to maintain required statutory capital levels of certain regulated subsidiaries.
In the ordinary course of business, we enter into contractual arrangements under which we may agree to indemnify a third party to such arrangement from any losses incurred relating to the services they perform on behalf of us, or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.
Government Contracts
Our Medicare products, which accounted for approximately 72%80% of our total premiums and services revenue for the year ended December 31, 2015,2018, primarily consisted of products covered under the Medicare Advantage and Medicare Part D Prescription Drug Plan contracts with the federal government. These contracts are renewed generally for a calendar year term unless CMS notifies us of its decision not to renew by May 1 of the calendar year in which the contract would end, or we notify CMS of our decision not to renew by the first Monday in June of the calendar year in which the contract would end. All material contracts between Humana and CMS relating to our Medicare products have been renewed for 2016,2019, and all of our product offerings filed with CMS for 20162019 have been approved.
CMS uses a risk-adjustment model which apportionsadjusts premiums paid to Medicare Advantage, or MA, plans according to health severitystatus of covered members. The risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act of 1997 (BBA) and the Benefits Improvement and Protection Act of 2000 (BIPA), generally pays more for enrollees with predictablywhere a plan's membership has higher expected costs. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby our prospective payments are based on our estimated cost of providing standard Medicare-covered benefits to an enrollee with a comparison"national average risk profile." That baseline payment amount is adjusted to reflect the health status of our beneficiaries’ risk scores, derived from medical diagnoses, to those enrolled in the government’s traditional fee-for-service Medicare program (referred to as "Medicare FFS").membership. Under the risk-adjustment methodology, all MA plans must collect and submit the necessary diagnosis code information from hospital inpatient, hospital outpatient, and physician providers to CMS within prescribed deadlines. The CMS risk-adjustment model uses the diagnosis data to calculate the risk-adjusted premium payment to MA plans, which CMS adjusts for coding pattern differences between the health plans and the government fee-for-service program. We generally rely on providers, including certain providers in our network who are our employees, to code their claim submissions with appropriate diagnoses, which we send to CMS as the basis for our payment received from CMS under the actuarial risk-adjustment model. We also rely on these




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

providers to document appropriately all medical data, including the diagnosis data submitted with claims. In addition, we conduct medical record reviews as part of our data

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and payment accuracy compliance efforts, to more accurately reflect diagnosis conditions under the risk adjustment model. These compliance efforts include the internal contract level audits described in more detail below.below, as well as ordinary course reviews of our internal business processes.
CMS is phasing-in the process of calculating risk scores using diagnoses data from the Risk Adjustment Processing System, or RAPS, to diagnoses data from the Encounter Data System, or EDS. The RAPS process requires MA plans to apply a filter logic based on CMS guidelines and only submit diagnoses that satisfy those guidelines. For submissions through EDS, CMS requires MA plans to submit all the encounter data and CMS will apply the risk adjustment filtering logic to determine the risk scores. For 2018, 15% of the risk score was calculated from claims data submitted through EDS. In 2019 and 2020 CMS will increase that percentage to 25% and 50%, respectively. The phase-in from RAPS to EDS could result in different risk scores from each dataset as a result of plan processing issues, CMS processing issues, or filtering logic differences between RAPS and EDS, and could have a material adverse effect on our results of operations, financial position, or cash flows.
CMS and the Office of the Inspector General of Health and Human Services, or HHS-OIG, are continuing to perform audits of various companies’ selected MA contracts related to this risk adjustment diagnosis data. We refer to these audits as Risk-Adjustment Data Validation Audits, or RADV audits. RADV audits review medical records in an attempt to validate provider medical record documentation and coding practices which influence the calculation of premium payments to MA plans.
In 2012, CMS released a “Notice of Final Payment Error Calculation Methodology for Part C Medicare Advantage Risk Adjustment Data Validation (RADV) Contract-Level Audits.” The payment error calculation methodology providesprovided that, in calculating the economic impact of audit results for an MA contract, if any, the results of the RADV audit sample willwould be extrapolated to the entire MA contract based uponafter a comparison of the audit results to “benchmark”a similar audit data inof Medicare FFS (which we(we refer to the process of accounting for errors in FFS claims as the "FFS Adjuster"). This comparison of RADV audit results to the FFS Adjustererror rate is necessary to determine the economic impact, if any, of RADV audit results because the government used the Medicare FFS program data set, including any attendant errors that are present in that data set, providesto estimate the basis forcosts of various health status conditions and to set the resulting adjustments to MA plans’ risk adjustmentpayment rates in order to establish actuarial equivalence in payment rates.rates as required under the Medicare statute. CMS already makes other adjustments to payment rates based on a comparison of coding pattern differences between MA plans and Medicare FFS data (such as for frequency of coding for certain diagnoses in MA plan data versus the governmentMedicare FFS program data set)dataset).
The final RADV extrapolation methodology, including the first application of extrapolated audit results to determine audit settlements, is expected to be applied to CMS RADV contract level audits currently being conducted for contract year 2011 in which twoand subsequent years. CMS is currently conducting RADV contract level audits for certain of our Medicare Advantage plans are being audited. Per CMS guidance, selected MA contracts will be notified of an audit at some point after the close of the final reconciliation for the payment year being audited. The final reconciliation occurs in August of the calendar year following the payment year. We were notified on September 15, 2015, that five of our Medicare Advantage contracts have been selected for audit for contract year 2012.plans.
Estimated audit settlements are recorded as a reduction of premiums revenue in our consolidated statements of income, based upon available information. We perform internal contract level audits based on the RADV audit methodology prescribed by CMS. Included in these internal contract level audits is an audit of our Private Fee-For-ServiceFee-For Service business which we used to represent a proxy of the FFS Adjuster which has not yet been released.finalized. We based our accrual of estimated audit settlements for each contract year on the results of these internal contract level audits and update our estimates as each audit is completed. Estimates derived from these results were not material to our results of operations, financial position, or cash flows. However,We report the results of these internal contract level audits to CMS, including identified overpayments, if any.

On October 26, 2018, CMS issued a proposed rule and accompanying materials (which we refer to as indicated, we are awaiting additional guidance from CMS regarding the FFS Adjuster. Accordingly, we cannot determine whether such“Proposed Rule”) related to, among other things, the RADV audit methodology described above. If implemented, the Proposed Rule would use extrapolation in RADV audits willapplicable to payment year 2011 contract-level audits and all subsequent audits, without the application of a FFS Adjuster to audit findings. We are studying the Proposed Rule and CMS’ underlying analysis contained therein. We believe, however, that the Proposed Rule fails to address adequately the statutory requirement of actuarial equivalence, and we expect to provide substantive comments to CMS on the Proposed




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Rule as part of the notice-and-comment rulemaking process. We are also evaluating the potential impact of the Proposed Rule, and any related regulatory, industry or company reactions, all or any of which could have a material adverse effect on our results of operations, financial position, or cash flows.

In addition, as part of our internal compliance efforts, we routinely perform ordinary course reviews of our internal business processes related to, among other things, our risk coding and data submissions in connection with the risk- adjustment model. These reviews may also result in the identification of errors and the submission of corrections to CMS, that may, either individually or in the aggregate, be material. As such, the result of these reviews may have a material adverse effect on our results of operations, financial position, or cash flows.
We believe that CMS' comments in formalized guidancestatements and policies regarding “overpayments”the requirement to report and return identified overpayments received by MA plans appear to beare inconsistent with CMS' prior2012 RADV audit guidance.methodology, and the Medicare statute's requirements. These statements and policies, such as certain statements contained in the preamble to CMS’ final rule release regarding Medicare Advantage and Part D prescription drug benefit program regulations for Contract Year 2015 (which we refer to as the "Overpayment Rule"), and the Proposed Rule, appear to equate each Medicare Advantage risk adjustment data error with an “overpayment” without reconciliation toaddressing the principles underlying the FFS Adjuster referenced above. On September 7, 2018, the Federal District Court for the District of Columbia vacated CMS's Overpayment Rule, concluding that it violated the Medicare statute, including the requirement for actuarial equivalence, and that the Overpayment Rule was also arbitrary and capricious in departing from CMS's RADV methodology without adequate explanation (among other reasons). CMS has filed a motion for reconsideration related to certain aspects of the Federal District Court's opinion and has simultaneously filed a notice to appeal the decision to the Circuit Court of Appeals.
We will continue to work with CMS to ensure that MA plans are paid accurately and that payment model principles are in accordance with the requirements of the Social Security Act, which, if not implemented correctly could have a material adverse effect on our results of operations, financial position, or cash flows.
At December 31, 2015,2018, our military services business, which accounted for approximately 1% of our total premiums and services revenue for the year ended December 31, 2015,2018, primarily consisted of the TRICARE SouthT2017 East Region contract. The currentcontract replacing the 5-year T3 South Region contract that expired on December 31, 2017. The T2017 East Region contract is a consolidation of the former T3 North and South Regions, comprising thirty-two states and approximately 6 million TRICARE beneficiaries, under which expires Marchdelivery of health care services commenced on January 1, 2018. The T2017 East Region contract is a 5-year contract set to expire on December 31, 2017,2022 and is subject to annual renewals on AprilJanuary 1 of each year during its term at the government’sgovernment's option. On January 22, 2016, we received notice from the Defense Health Agency, or DHA, of its intent to exercise its option to extend the TRICARE South Region contract through March 31, 2017. On April 24, 2015, a request for proposal was issued for the next generation of TRICARE contracts for the period beginning April 1, 2017. The request for proposal provides for the consolidation of three regions into two - East and West. The current North Region and South Region are to be combined to form the East Region. We responded to the request for proposal on July 22, 2015. On January 15, 2016, we received a request for Final Proposal Revisions that we responded to on February 16, 2016.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our state-based Medicaid business accounted for approximately 4% of our total premiums and services revenue for the year ended December 31, 2015.2018. In addition to our state-based Temporary Assistance for Needy Families, or TANF, Medicaid contracts in Florida and Kentucky, we have contracts in IllinoisFlorida for Long Term Support Services (LTSS), and Virginiain Illinois for stand-alone dual eligible demonstration programs serving individuals dually eligible for both the federal Medicare program and the applicable state-based Medicaid program as well as an Integrated Care Program, or ICP, Medicaid contract in Illinois. We began serving members in Illinois in the first quarter of 2014 and in Virginia in the second quarter of 2014. In addition, we began serving members in Long-Term Support Services (LTSS) regions in Florida at various effective dates ranging from the second half of 2013 through the first quarter of 2014. program.
The loss of any of the contracts above or significant changes in these programs as a result of legislative or regulatory action, including reductions in premium payments to us, regulatory restrictions on profitability, including reviews by comparison ofregulatory bodies that may compare our Medicare Advantage profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and a requirementrequire that they remain within certain ranges of each other, or increases in member benefits without corresponding increases in premium payments to us, may have a material adverse effect on our results of operations, financial position, and cash flows.
Legal Proceedings and Certain Regulatory Matters
Florida Matters
On January 6, 2012, the Civil Division of the United States Attorney’s Office for the Southern District of Florida advised us that it is seeking documents and information from us and several of our affiliates relating to several matters including the coding of medical claims by one or more South Florida medical providers, and loans to physician practices. On May 1, 2014, the U.S. Attorney's Office filed a Notice of Non-Intervention in connection with a civil qui tam suit related to one of these matters captioned United States of America ex rel. Olivia Graves v. Plaza Medical Centers, et al., and the Court ordered the complaint unsealed. Subsequently, the individual plaintiff amended the complaint and served the Company, opting to continue to pursue the action. The individual plaintiff has filed a third amended complaint which we answered on October 16, 2015. The Court has ordered trial to commence on October 3, 2016 if the matter is not resolved prior to trial. We continue to cooperate with and respond to information requests from the U.S. Attorney’s office. These matters could result in additional qui tam litigation.
As previously disclosed, the Civil Division of the United States Department of Justice had provided us with an information request separate from but related to the Plaza Medical matter,in December 2014, concerning our Medicare Part C risk adjustment practices. The request relates to our oversight and submission of risk adjustment data generated by providers in our Medicare Advantage network, including the providers identified in the Plaza Medical matter, as well as to our business and compliance practices related to risk adjustment data generated by our providers and by




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

us, including medical record reviews conducted as part of our data and payment accuracy compliance efforts, the use of health and well-being assessments, and our fraud detection efforts. We believe that this request for information is in connection with a wider review of Medicare Risk Adjustment generally that includes a number of Medicare Advantage plans, providers and vendors. We continue to cooperate with and voluntarily respond to the information requests from the Department of Justice and the U.S. Attorney’s Office.Justice. These matters are expected to result in additional qui tam litigation.
On June 16, 2015, the U.S. Attorney’s OfficeAs previously disclosed, on January 19, 2016, an individual filed a Declination Notice, indicating its intent not to intervene, in connection with a civil qui tam suit captioned U.S.United States of America ex rel. Ramsey-Ledesma v. Censeo, et al., and the Court ordered the complaint unsealed. Subsequently, the individual plaintiff filed a second amended complaint and served the Company, opting to continue to pursue the action. The plaintiff’s second amended complaint names several other defendants, including CenseoHealth. On January 8, 2016, we and the other defendants each filed a motion to dismiss the second amended complaint.
Litigation Related to the Merger

In connection with the Merger, three putative class action complaints were filed by purported Humana stockholders challenging the Merger, two in the Circuit Court of Jefferson County, Kentucky and one in the Court of Chancery of the State of Delaware. The complaints are captioned Solak v. Broussard et al., Civ. Act. No. 15CI03374 (Kentucky

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state court), Litwin v. Broussard et al., Civ. Act. No. 15CI04054 (Kentucky state court) andSteven Scott v. Humana, Inc. et al., C.A. No. 11323-VCL (Delaware state court). in United States District Court, Central District of California, Western Division. The complaints name as defendants each member of Humana’s board of directors, Aetna, and, in the case of the Delaware complaint Humana. The complaints generally allege, among other things, that the individual members of our board of directors breached their fiduciary duties owed to our stockholdersalleges certain civil violations by entering into the Merger Agreement, approving the mergers as contemplated by the Merger Agreement, and failing to take steps to maximize the value of Humana to our stockholders, and that Aetna, and, in the case of the Delaware complaint, Humana aided and abetted such breaches of fiduciary duties. In addition, the complaints allege that the merger undervalues Humana, that the process leading up to the execution of the Merger Agreement was flawed, that the members of our board of directors improperly placed their own financial interests ahead of those of our stockholders, and that certain provisions of the Merger Agreement improperly favor Aetna and impede a potential alternative transaction. Among other remedies, the complaints seek equitable relief rescinding the Merger Agreement and enjoining the defendants from completing the mergers as well as costs and attorneys’ fees. We refer to all these cases collectively in this report as the Merger Litigation. On August 20, 2015, the parties in the Kentucky state cases filed a stipulation and proposed order with the court to consolidate these cases into a single action captioned In re Humana Inc. Shareholder Litigation, Civ. Act. No. 15CI03374.

On October 9, 2015, solely to avoid the costs, risks, and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, we and the other named defendants in the Merger Litigation signed a memorandum of understanding, which we refer to as the MOU, to settle the Merger Litigation. Subject to court approval and further definitive documentation in a stipulation of settlement that will be subject to customary conditions, the MOU resolved the claims brought in the Merger Litigation and provided that we would make certain additional disclosures related to the proposed mergers. The MOU further provided for, among other things, dismissal of the Merger Litigation with prejudice and a release and settlement by the purported class of our stockholders of all claims against the defendants and their affiliates and agentsus in connection with the Merger Agreementactuarial equivalence of the plan benefits under Humana’s Basic PDP plan, a prescription drug plan offered by us under Medicare Part D. The action seeks damages and transactions and disclosures relatedpenalties on behalf of the United States under the False Claims Act. The court ordered the qui tam action unsealed on September 13, 2017, so that the relator could proceed, following notice from the U.S. Government that it was not intervening at that time. On January 29, 2018, the suit was transferred to the Merger Agreement. The asserted claims will not be released until such stipulationUnited States District Court, Western District of settlement receives court approval. The foregoing termsKentucky, Louisville Division. We take seriously our obligations to comply with applicable CMS requirements and conditions will be definedactuarial standards of practice, and continue to vigorously defend against these allegations since the transfer to the Western District of Kentucky. We have engaged in active discovery with the relator who has pursed the matter on behalf of the United States for the past year, and expect that discovery process to conclude in the near future and for the Court to consider our motion for summary judgment.
On November 2, 2017, we filed suit against the United States of America in the United States Court of Federal Claims, on behalf of our health plans seeking recovery from the federal government of approximately $611 million in payments under the risk corridor premium stabilization program established under Health Care Reform , for years 2014, 2015 and 2016. Our case has been stayed by the stipulationCourt, pending resolution of settlement,similar cases filed by other insurers. We have not recognized revenue, nor have we recorded a receivable, for any amount due from the federal government for unpaid risk corridor payments as of December 31, 2018. We have fully recognized all liabilities due to the federal government that we have incurred under the risk corridor program, and class members will receive a separate notice describinghave paid all amounts due to the settlement terms and their rights in connection with the approval of the settlement. In connection with the settlement, the parties contemplate that plaintiffs’ counsel will file a petition for an award of attorneys’ fees and expenses. We will pay or cause to be paid any court awarded attorneys’ fees and expenses.federal government as required. There can beis no assurance that we will prevail in the parties will ultimately enter into a stipulation of settlement or that a court will approve such settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the MOU may be terminated. Because the MOU contemplates that the Kentucky court will be asked to approve the settlement, the plaintiffs have already withdrawn the Delaware case.lawsuit.
Other Lawsuits and Regulatory Matters
Our current and past business practices are subject to review or other investigations by various state insurance and health care regulatory authorities and other state and federal regulatory authorities. These authorities regularly scrutinize the business practices of health insurance, health care delivery and benefits companies. These reviews focus on numerous facets of our business, including claims payment practices, statutory capital requirements, provider contracting, risk adjustment, competitive practices, commission payments, privacy issues, utilization management practices, pharmacy benefits, access to care, and sales practices, among others. Some of these reviews have historically resulted in fines imposed on us and some have required changes to some of our practices. We continue to be subject to these reviews, which could result in additional fines or other sanctions being imposed on us or additional changes in some of our practices.
We also are involved in various other lawsuits that arise, for the most part, in the ordinary course of our business
operations, certain of which may be styled as class-action lawsuits. Among other matters, this litigation may include employment matters, claims of medical malpractice, bad faith, nonacceptance or termination of providers, anticompetitive practices, improper rate setting, provider contract rate and payment disputes, failure to disclose network discounts and various other provider arrangements,including disputes over reimbursement rates required by statute, general contractual matters, intellectual property matters, and challenges to subrogation practices. For example, a number of hospitals and other providers have asserted that, under their network provider contracts, we are not entitled to reduce Medicare Advantage payments to these providers in connection with changes in Medicare payment systems and in accordance with the Balanced Budget and Emergency Deficit Control

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Act of 1985, as amended (commonly referred to as “sequestration”). Those challenges have led and could lead to arbitration demands or other litigation. Also, underUnder state guaranty assessment laws, including those related to state cooperative failures in the industry, we may be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of insolvent insurance companies that write the same line or lines of business as we do.

As a government contractor, we may also be subject to qui tam litigation brought by individuals who seek to sue on behalf of the government, alleging that the government contractor submitted false claims to the government including, among other allegations, those resulting from coding and review practices under the Medicare risk adjustment model. Qui tam litigation is filed under seal to allow the government an opportunity to investigate and to decide if it wishes to intervene and assume control of the litigation. If the government does not intervene, the lawsuit is unsealed, and the individual may continue to




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

prosecute the action on his or her own, on behalf of the government. We also are subject to other allegations of non-performance of contractual obligations to providers, members, and others, including failure to properly pay claims, improper policy terminations, challenges to our implementation of the Medicare Part D prescription drug program and other litigation.

A limited number of the claims asserted against us are subject to insurance coverage. Personal injury claims, claims for extracontractualextra contractual damages, care delivery malpractice, and claims arising from medical benefit denials are covered by insurance from our wholly owned captive insurance subsidiary and excess carriers, except to the extent that claimants seek punitive damages, which may not be covered by insurance in certain states in which insurance coverage for punitive damages is not permitted. In addition, insurance coverage for all or certain forms of liability has become increasingly costly and may become unavailable or prohibitively expensive in the future.
We record accruals for the contingencies discussed in the sections above to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made at this time regarding the matters specifically described above because of the inherently unpredictable nature of legal proceedings, which also may be exacerbated by various factors, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) there is a wide range of potential outcomes.
The outcome of any current or future litigation or governmental or internal investigations, including the matters described above, cannot be accurately predicted, nor can we predict any resulting judgments, penalties, fines or other sanctions that may be imposed at the discretion of federal or state regulatory authorities or as a result of actions by third parties. Nevertheless, it is reasonably possible that any such outcome of litigation, judgments, penalties, fines or other sanctions could be substantial, and the outcome of these matters may have a material adverse effect on our results of operations, financial position, and cash flows, and may also affect our reputation.



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17. SEGMENT INFORMATION
On January 1, 2015, we realigned certain of our businesses among our reportable segments to correspond with internal management reporting changes and renamed our Employer Group segment to the Group segment. Our three reportable segments remain Retail, Group, and Healthcare Services. The more significant realignments included reclassifying Medicare benefits offered to groups to the Retail segment from the Group segment, bringing all of our Medicare offerings, which are now managed collectively, together in one segment, recognizing that in some instances we market directly to individuals that are part of a group Medicare account. In addition, we realigned our military services business, primarily consisting of our TRICARE South Region contract previously included in the Other Businesses category, to our Group segment as we consider this contract with the government to be a group account. Prior period segment financial information has been recast to conform to the 2015 presentation.
We manage our business with threefour reportable segments: Retail, Group and Specialty, Healthcare Services.Services, and Individual Commercial. In addition, the Other Businesses category includes businesses that are not individually reportable because they do not meet the quantitative thresholds required by generally accepted accounting principles. These segments are based on a combination of the type of health plan customer and adjacent businesses centered on well-being solutions for our health plans and other customers, as described below. These segment groupings are consistent with information used by our Chief Executive Officer to assess performance and allocate resources.
The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts, as well as individual commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and financial protection products.Medicare accounts. In addition, the Retail segment also includes our contract with CMS to administer the Limited Income Newly Eligible Transition, or LI-NET, prescription drug plan program and contracts with various states to provide Medicaid, dual eligible, and Long-Term Support Services benefits, which we refer to collectively as our state-based contracts. The Group and Specialty segment consists of employer group commercial fully-insured medical and specialty health insurance benefits marketed to individuals and employer groups, including dental, vision, and other supplemental health and voluntary insurance benefits, as well as administrative services only, or ASO products. In addition, our Group and Specialty segment includes our health and wellness products (primarily marketed to employer groups) and military services business, primarily our TRICARE SouthT2017 East Region contract. The Healthcare Services segment includes our services offered to our health plan members as well as to third parties, including pharmacy solutions, provider services, home based services, and clinical programs,care service, such as well ashome health and other services and capabilities to promote wellness and advance population health.health, including our investment in Kindred at Home. The Individual Commercial segment consisted of our individual commercial fully-insured medical health insurance business, which we exited beginning January 1, 2018. We will continue to report under the category of Other Businesses those businesses whichthat do not align with the reportable segments described above, primarily our closed-block long-term care insurance policies.policies, which were sold in 2018.
Our Healthcare Services intersegment revenues primarily relate to managing prescription drug coverage for members of our other segments through Humana Pharmacy Solutions®Solutions®, or HPS, and includes the operations of Humana




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pharmacy, Inc., our mail order pharmacy business. These revenues consist of the prescription price (ingredient cost plus dispensing fee), including the portion to be settled with the member (co-share) or with the government (subsidies), plus any associated administrative fees. Services revenues related to the distribution of prescriptions by third party retail pharmacies in our networks are recognized when the claim is processed and product revenues from dispensing prescriptions from our mail order pharmacies are recorded when the prescription or product is shipped. Our pharmacy operations, which are responsible for designing pharmacy benefits, including defining member co-share responsibilities, determining formulary listings, contracting with retail pharmacies, confirming member eligibility, reviewing drug utilization, and processing claims, act as a principal in the arrangement on behalf of members in our other segments. As principal, our Healthcare Services segment reports revenues on a gross basis, including co-share amounts from members collected by third party retail pharmacies at the point of service.
In addition, our Healthcare Services intersegment revenues include revenues earned by certain owned providers derived from risk-based and non risk-basednon-risk-based managed care agreements with our health plans. Under risk based agreements, the provider receives a monthly capitated fee that varies depending on the demographics and health status of the member, for each member assigned to these owned providers by our health plans. The owned provider assumes the economic risk of funding the assigned members’ healthcare services. Under non risk-based agreements, our health plans retain the economic risk of funding the assigned members' healthcare services. Our Healthcare Services segment reports provider services revenues associated with risk-based agreements on a gross basis, whereby capitation fee

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revenue is recognized in the period in which the assigned members are entitled to receive healthcare services. Provider services revenues associated with non risk-basednon-risk-based agreements are presented net of associated healthcare costs.
We present our consolidated results of operations from the perspective of the health plans. As a result, the cost of providing benefits to our members, whether provided via a third party provider or internally through a stand-alone subsidiary, is classified as benefits expense and excludes the portion of the cost for which the health plans do not bear responsibility, including member co-share amounts and government subsidies of $12.3$13.4 billion in 2015, $9.72018, $13.5 billion in 2014,2017, and $7.3$13.4 billion in 2013.2016. In addition, depreciation and amortization expense associated with certain businesses in our Healthcare Services segment delivering benefits to our members, primarily associated with our provider services and pharmacy operations, are included with benefits expense. The amount of this expense was $92$129 million in 2015, $1162018, $107 million in 2014,2017, and $93$111 million in 2013.2016.
Other than those described previously, the accounting policies of each segment are the same and are described in Note 2. Transactions between reportable segments primarily consist of sales of services rendered by our Healthcare Services segment, primarily pharmacy, provider, and home basedclinical care services, as well as clinical programs, to our Retail and Group and Specialty segment customers. Intersegment sales and expenses are recorded at fair value and eliminated in consolidation. Members served by our segments often use the same provider networks, enabling us in some instances to obtain more favorable contract terms with providers. Our segments also share indirect costs and assets. As a result, the profitability of each segment is interdependent. We allocate most operating expenses to our segments. Assets and certain corporate income and expenses are not allocated to the segments, including the portion of investment income not supporting segment operations, interest expense on corporate debt, and certain other corporate expenses. These items are managed at a corporate level. These corporate amounts are reported separately from our reportable segments and are included with intersegment eliminations in the tables presenting segment results below.

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Our segment results were as follows for the years ended December 31, 2015, 2014, and 2013:
Retail Group Healthcare Services Other Businesses Eliminations/
Corporate
 ConsolidatedRetail Group and Specialty Healthcare Services Individual Commercial Other Businesses Eliminations/
Corporate
 Consolidated
(in millions)(in millions)
2015           
Revenues—external customers           
2018             
External revenuesExternal revenues
Premiums:                        
Individual Medicare Advantage$29,526
 $
 $
 $
 $
 $29,526
$35,656
 $
 $
 $
 $
 $
 $35,656
Group Medicare Advantage5,588
 
 
 
 
 5,588
6,103
 
 
 
 
 
 6,103
Medicare stand-alone PDP3,846
 
 
 
 
 3,846
3,584
 
 
 
 
 
 3,584
Total Medicare38,960
 
 
 
 
 38,960
45,343
 
 
 
 
 
 45,343
Fully-insured4,243
 5,493
 
 
 
 9,736
510
 5,444
 
 8
 
 
 5,962
Specialty261
 1,055
 
 
 
 1,316

 1,359
 
 
 
 
 1,359
Medicaid and other2,341
 21
 
 35
 
 2,397
2,255
 
 
 
 22
 
 2,277
Total premiums45,805
 6,569
 
 35
 
 52,409
48,108
 6,803
 
 8
 22
 
 54,941
Services revenue:              
Provider
 40
 655
 
 
 695

 
 404
 
 
 
 404
ASO and other9
 658
 
 14
 
 681
11
 835
 
 
 4
 
 850
Pharmacy
 
 30
 
 
 30

 
 203
 
 
 
 203
Total services revenue9
 698
 685
 14
 
 1,406
11
 835
 607
 
 4
 
 1,457
Total revenues—external customers45,814
 7,267
 685
 49
 
 53,815
Total external revenues48,119
 7,638
 607
 8
 26
 
 56,398
Intersegment revenues                        
Services
 93
 17,997
 
 (18,090) 

 18
 16,840
 
 
 (16,858) 
Products
 
 4,923
 
 (4,923) 

 
 6,330
 
 
 (6,330) 
Total intersegment revenues
 93
 22,920
 
 (23,013) 

 18
 23,170
 
 
 (23,188) 
Investment income134
 26
 
 76
 238
 474
136
 23
 34
 
 110
 211
 514
Total revenues45,948
 7,386
 23,605
 125
 (22,775) 54,289
48,255
 7,679
 23,811
 8
 136
 (22,977) 56,912
Operating expenses:              
Benefits39,708
 5,266
 
 87
 (792) 44,269
40,925
 5,420
 
 (70) 77
 (470) 45,882
Operating costs5,118
 1,769
 22,481
 14
 (22,064) 7,318
5,327
 1,810
 22,905
 4
 6
 (22,527) 7,525
Depreciation and amortization192
 93
 143
 
 (73) 355
270
 88
 163
 
 
 (116) 405
Total operating expenses45,018
 7,128
 22,624
 101
 (22,929) 51,942
46,522
 7,318
 23,068
 (66) 83
 (23,113) 53,812
Income from operations930
 258
 981
 24
 154
 2,347
1,733
 361
 743
 74
 53
 136
 3,100
Gain on sale of business
 
 
 
 270
 270
Loss on sale of business
 
 
 
 
 786
 786
Interest expense
 
 
 
 186
 186

 
 
 
 
 218
 218
Income before income taxes$930
 $258
 $981
 $24
 $238
 $2,431
Other expense, net
 
 
 
 
 33
 33
Income (loss) before income taxes and equity in earnings1,733
 361
 743
 74
 53
 (901) 2,063
Equity in net earnings of Kindred at Home
 
 11
 
 
 
 11
Segment earnings (losses)$1,733
 $361
 $754
 $74
 $53
 $(901) $2,074
Premium and services revenues derived from our contracts with the federal government, as a percentage of our total premium and services revenues, was approximately 73%81% for 2015,2018, compared to 73%79% for 2014,2017, and 75% for 2013.2016.
Benefits expense for the Retail segment for 2015 includes $176 million for a provision for probable future losses (premium deficiency) for individual commercial medical business compliant with the Health Care Reform Law for the 2016 coverage year as discussed more fully in Note 7.

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Retail Group Healthcare Services Other Businesses Eliminations/
Corporate
 ConsolidatedRetail Group and Specialty Healthcare Services Individual Commercial Other Businesses Eliminations/
Corporate
 Consolidated
(in millions)(in millions)
2014           
2017             
Revenues—external customers           Revenues—external customers
Premiums:                        
Individual Medicare Advantage$25,782
 $
 $
 $
 $
 $25,782
$32,720
 $
 $
 $
 $
 $
 $32,720
Group Medicare Advantage5,490
 
 
 
 
 5,490
5,155
 
 
 
 
 
 5,155
Medicare stand-alone PDP3,404
 
 
 
 
 3,404
3,702
 
 
 
 
 
 3,702
Total Medicare34,676
 
 
 
 
 34,676
41,577
 
 
 
 
 
 41,577
Fully-insured3,265
 5,339
 
 
 
 8,604
478
 5,462
 
 947
 
 
 6,887
Specialty256
 1,098
 
 
 
 1,354

 1,310
 
 
 
 
 1,310
Medicaid and other1,255
 19
 
 51
 
 1,325
2,571
 
 
 
 35
 
 2,606
Total premiums39,452
 6,456
 
 51
 
 45,959
44,626
 6,772
 
 947
 35
 
 52,380
Services revenue:                        
Provider
 23
 1,254
 
 
 1,277

 
 258
 
 
 
 258
ASO and other39
 740
 
 9
 
 788
10
 626
 
 
 8
 
 644
Pharmacy
 
 99
 
 
 99

 
 80
 
 
 
 80
Total services revenue39
 763
 1,353
 9
 
 2,164
10
 626
 338
 
 8
 
 982
Total revenues—external customers39,491
 7,219
 1,353
 60
 
 48,123
44,636
 7,398
 338
 947
 43
 
 53,362
Intersegment revenues                        
Services
 78
 15,098
 
 (15,176) 

 20
 17,293
 
 
 (17,313) 
Products
 
 3,749
 
 (3,749) 

 
 6,292
 
 
 (6,292) 
Total intersegment revenues
 78
 18,847
 
 (18,925) 

 20
 23,585
 
 
 (23,605) 
Investment income97
 23
 
 60
 197
 377
90
 31
 35
 4
 87
 158
 405
Total revenues39,588
 7,320
 20,200
 120
 (18,728) 48,500
44,726
 7,449
 23,958
 951
 130
 (23,447) 53,767
Operating expenses:                        
Benefits33,508
 5,130
 
 102
 (574) 38,166
38,218
 5,363
 
 544
 131
 (760) 43,496
Operating costs4,576
 1,936
 19,307
 17
 (18,197) 7,639
4,292
 1,590
 22,848
 201
 12
 (22,376) 6,567
Merger termination fee and related costs, net
 
 
 
 
 (936) (936)
Depreciation and amortization165
 103
 155
 
 (90) 333
238
 84
 143
 13
 
 (100) 378
Total operating expenses38,249
 7,169
 19,462
 119
 (18,861) 46,138
42,748
 7,037
 22,991
 758
 143
 (24,172) 49,505
Income from operations1,339
 151
 738
 1
 133
 2,362
Income (loss) from operations1,978
 412
 967
 193
 (13) 725
 4,262
Interest expense
 
 
 
 192
 192

 
 
 
 
 242
 242
Income (loss) before income taxes$1,339
 $151
 $738
 $1
 $(59) $2,170
Income (loss) before income taxes and equity in earnings1,978
 412
 967
 193
 (13) 483
 4,020
Equity in net earnings of Kindred at Home
 
 
 
 
 
 
Segment earnings (losses)$1,978
 $412
 $967
 $193
 $(13) $483
 $4,020




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Retail Group Healthcare Services Other Businesses Eliminations/
Corporate
 ConsolidatedRetail Group and Specialty Healthcare Services Individual Commercial Other Businesses Eliminations/
Corporate
 Consolidated
(in millions)(in millions)
2013           
2016             
Revenues—external customers           Revenues—external customers
Premiums:                        
Individual Medicare Advantage$22,481
 $
 $
 $
 $
 $22,481
$31,863
 $
 $
 $
 $
 $
 $31,863
Group Medicare Advantage4,710
 
 
 
 
 4,710
4,283
 
 
 
 
 
 4,283
Medicare stand-alone PDP3,033
 
 
 
 
 3,033
4,009
 
 
 
 
 
 4,009
Total Medicare30,224
 
 
 
 
 30,224
40,155
 
 
 
 
 
 40,155
Fully-insured1,160
 5,117
 
 
 
 6,277
428
 5,405
 
 3,064
 
 
 8,897
Specialty210
 1,095
 
 
 
 1,305

 1,279
 
 
 
 
 1,279
Medicaid and other328
 25
 
 670
 
 1,023
2,640
 12
 
 
 38
 
 2,690
Total premiums31,922
 6,237
 
 670
 
 38,829
43,223
 6,696
 
 3,064
 38
 
 53,021
Services revenue:                        
Provider
 21
 1,291
 
 
 1,312

 
 278
 
 
 
 278
ASO and other18
 714
 
 6
 
 738
6
 643
 1
 
 10
 
 660
Pharmacy
 
 59
 
 
 59

 
 31
 
 
 
 31
Total services revenue18
 735
 1,350
 6
 
 2,109
6
 643
 310
 
 10
 
 969
Total revenues—external customers31,940
 6,972
 1,350
 676
 
 40,938
43,229
 7,339
 310
 3,064
 48
 
 53,990
Intersegment revenues                        
Services
 51
 11,890
 
 (11,941) 

 22
 18,979
 
 
 (19,001) 
Products
 
 2,803
 
 (2,803) 

 
 5,993
 
 
 (5,993) 
Total intersegment revenues
 51
 14,693
 
 (14,744) 

 22
 24,972
 
 
 (24,994) 
Investment income92
 24
 
 59
 200
 375
90
 25
 30
 5
 66
 173
 389
Total revenues32,032
 7,047
 16,043
 735
 (14,544) 41,313
43,319
 7,386
 25,312
 3,069
 114
 (24,821) 54,379
Operating expenses:                        
Benefits27,164
 4,847
 
 962
 (409) 32,564
36,783
 5,233
 
 3,301
 617
 (927) 45,007
Operating costs3,232
 1,860
 15,372
 56
 (14,165) 6,355
4,650
 1,727
 24,073
 601
 16
 (23,894) 7,173
Merger termination fee and related costs, net
 
 
 
 
 104
 104
Depreciation and amortization146
 100
 151
 6
 (70) 333
196
 82
 143
 36
 1
 (104) 354
Total operating expenses30,542
 6,807
 15,523
 1,024
 (14,644) 39,252
41,629
 7,042
 24,216
 3,938
 634
 (24,821) 52,638
Income (loss) from operations1,490
 240
 520
 (289) 100
 2,061
1,690
 344
 1,096
 (869) (520) 
 1,741
Gain on sale of business
 
 
 
 
 
 
Interest expense
 
 
 
 140
 140

 
 
 
 
 189
 189
Income (loss) before income taxes$1,490
 $240
 $520
 $(289) $(40) $1,921
Income (loss) before income taxes and equity in earnings1,690
 344
 1,096
 (869) (520) (189) 1,552
Equity in net earnings of Kindred at Home
 
 
 
 
 
 
Segment earnings (losses)$1,690
 $344
 $1,096
 $(869) $(520) $(189) $1,552




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Premiums revenue for our Individual Commercial segment for 2016 includes a reduction of $583 million associated with the write-off of commercial risk corridor receivables.
Benefits expense for Other Businesses for 20132016 includes $243$505 million for reserve strengthening associated with our closed block of long-term care insurance policies as discussed more fully in Note 18.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

18. EXPENSES ASSOCIATED WITH LONG-DURATION INSURANCE PRODUCTS
Premiums associated with our long-duration insurance products accounted for approximatelyless than 1% of our consolidated premiums and services revenue for the year ended December 31, 2015.2018 and 2017. We use long-duration accounting for products such as long-term care, life insurance, annuities, and certain health and other supplemental products and, prior to its sale in 2018, long-term care policies sold to individuals because they are expected to remain in force for an extended period beyond one year and because premium received in the earlier years is intended to pay anticipated benefits to be incurred in future years. As a result, we defer policy acquisition costs, primarily consisting of commissions, and amortize them over the estimated life of the policies in proportion to premiums earned.
In addition, we establish reserves for future policy benefits in recognition of the fact that some of the premium received in the earlier years is intended to pay anticipated benefits to be incurred in future years. At policy issuance, these reserves are recognized on a net level premium method based on premium rate increase, interest rate, mortality, morbidity, persistency (the percentage of policies remaining in-force), and maintenance expense assumptions. The assumptions used to determine the liability for future policy benefits are established and locked in at the time each contract is issued and only change if our expected future experience deteriorates to the point that the level of the liability, together with the present value of future gross premiums, are not adequate to provide for future expected policy benefits and maintenance costs (i.e. the loss recognition date). As discussed in Note 2, beginning in 2014, health policies sold to individuals that conform to the Health Care Reform Law are accounted for under a short-duration model because premiums received in the current year are intended to pay anticipated benefits in that year.
The table below presents deferred acquisition costs and future policy benefits payable associated with our long-duration insurance products for the years ended December 31, 20152018 and 2014.2017.
2015 20142018 2017
Deferred
acquisition
costs
 Future policy
benefits
payable
 Deferred
acquisition
costs
 Future policy
benefits
payable
Deferred
acquisition
costs
 Future policy
benefits
payable
 Deferred
acquisition
costs
 Future policy
benefits
payable
(in millions)(in millions)
Other long-term assets$135
 $
 $167
 $
$36
 $
 $103
 $
Trade accounts payable and accrued expenses
 (64) 
 (68)
 
 
 (56)
Long-term liabilities
 (2,151) 
 (2,349)
 (219) 
 (2,923)
Total asset (liability)$135
 $(2,215) $167
 $(2,417)$36
 $(219) $103
 $(2,979)
The decline in the balances of the deferred acquisition costs and future benefits payable reflects the sale of KMG on August 9, 2018. In addition, future policy benefits payable include amounts of $205$217 million at December 31, 20152018 and $210$199 million at December 31, 20142017 which are subject to 100% coinsurance agreements as more fully described in Note 19.
In 2015, we recordedBenefit expense reflects no net increase in future policy benefit payable in 2018, a net reduction in benefits expense of $80 million associated with future policy benefits primarily due to the release of reserves as individual commercial medical members transitioned to plans compliant with the Health Care Reform Law. Benefits expense associated with future policy benefits payable was $32$22 million in 20142017 and $354a net increase of $439 million in 2013. Benefits expense for 2013 included2016. The 2016 amount reflects the net chargeschange of $243$505 million associated with our closed block of long-term care insurance policies, which were sold in 2018 as discussed further below. Amortization of deferred acquisition costs included in operating costs was $63$48 million in 2015, $392018, $71 million in 2014,2017, and $55$67 million in 2013. The increase in amortization in 2015 primarily reflects2016.
All three years include the effect of the release of reserves and accelerating deferred acquisition amortization costs of existing previously underwritten individual commercial medical members transitioning to policies compliant with the Health Care Reform LawLaw. Deferred acquisition costs included $3 million associated with us and other carriers.our individual commercial




Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

medical policies at December 31, 2017. Future policy benefits payable associated with our individual commercial medical policies were $19 million at December 31, 2017. There were no remaining balances at December 31, 2018. We have exited our individual commercial medical business effective January 1, 2018.
Future policy benefits payable include $1.5included $2.3 billion at December 31, 2015 and 20142017 associated with a non-strategic closed block of long-term care insurance policies acquired in connection with the 2007 acquisition of KMG. As described in Note 3, on August 9, 2018, we completed the sale of KMG. Future policy benefits payable includesincluded amounts charged to accumulated other comprehensive income for an additional liability that would exist on our closed-block of long-term care insurance policies if unrealized gains on the sale of the investments backing such products had been realized and the proceeds reinvested at then current yields. There was no additional liability of $168 million at December 31, 2015 and $123 million of additional liability at December 31, 2014.2017. Amounts charged to accumulated other comprehensive income are net of applicable deferred taxes.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Long-term care insurance policies provideprovided nursing home and home health coverage for which premiums are collected many years in advance of benefits paid, if any. Therefore, our actual claims experience will emerge many years after assumptions have been established. The risk of a deviation of the actual premium rate increase, interest, morbidity, mortality, persistency, and maintenance expense assumptions from those assumed in our reserves arewere particularly significant to our closed block of long-term care insurance policies. We monitormonitored the loss experience of these long-term care insurance policies and, when necessary, applyapplied for premium rate increases through a regulatory filing and approval process in the jurisdictions in which such products were sold. To the extent premium rate increases, interest rates, and/or loss experience varyvaried from our loss recognition date assumptions, material future adjustments to reserves could bewere required.
During 2013,2016, we recorded a loss for a premium deficiency. The premium deficiency was based on current and anticipated experience that had deteriorated from our locked-in assumptions from the previous December 31, 20102013 loss recognition date, particularly as they related to emerging experience due toindicating longer claims duration, a prolonged lower interest rate environment, and an increase in policyholder life expectancies and utilization of home health care services.expectancies. Based on this deterioration, and combined with lower interest rates, we determined that our existing future policy benefits payable, together with the present value of future gross premiums, associated with our closed block of long-term care insurance policies were not adequate to provide for future policy benefits and maintenance costs under these policies; therefore we unlocked and modified our assumptions based on current expectations. Accordingly, during 20132016 we recorded $243$505 million of additional benefits expense, with a corresponding increase in future policy benefits payable of $350$659 million partially offset by a related reinsurance recoverable of $107$154 million included in other long-term assets.
Deferred acquisition costs included $26 million and $59 million associated with During 2017, we performed loss recognition testing comparing our individual commercial medical policies at December 31, 2015 and December 31, 2014, respectively. Future policy benefits payable associated with our individual commercial medical policies were $180 million at December 31, 2015 and $297 million at December 31, 2014. The decline in deferred acquisition costs andexisting future policy benefits payable primarily reflects the effect of existing previously underwritten members transitioning to policies compliant with the Health Care Reform Lawpresent value of future gross premiums associated with usour closed block of long-term care insurance policies and other carriers.determined that no premium deficiency existed at December 31, 2017.
19. REINSURANCE
Certain blocks of insurance assumed in acquisitions, primarily life, long-term care, and annuities in run-off status and, prior to its sale in 2018, long-term care, are subject to reinsurance where some or all of the underwriting risk related to these policies has been ceded to a third party. In addition, a large portion of our reinsurance takes the form of 100% coinsurance agreements where, in addition to all of the underwriting risk, all administrative responsibilities, including premium collections and claim payment, have also been ceded to a third party. We acquired these policies and related reinsurance agreements with the purchase of stock of companies in which the policies were originally written. We acquired these companies for business reasons unrelated to these particular policies, including the companies’ other products and licenses necessary to fulfill strategic plans.
A reinsurance agreement between two entities transfers the underwriting risk of policyholder liabilities to a reinsurer while the primary insurer retains the contractual relationship with the ultimate insured. As such, these reinsurance agreements do not completely relieve us of our potential liability to the ultimate insured. However, given the transfer of underwriting risk, our potential liability is limited to the credit exposure which exists should the reinsurer be unable to meet its obligations assumed under these reinsurance agreements.
Reinsurance recoverables represent the portion of future policy benefits payable and benefits payable that are covered by reinsurance. Amounts recoverable from reinsurers are estimated in a manner consistent with the methods used to determine future policy benefits payable as detailed in Note 2. Excluding reinsurance associated with the Health Care Reform Law discussed in Note 2, reinsurance recoverables, included in other current and long-term assets, were $668 million at December 31, 2015 and $646 million at December 31, 2014. The percentage of these reinsurance recoverables resulting from 100% coinsurance agreements was approximately 43% at December 31, 2015 and approximately 45% at December 31, 2014. Premiums ceded were $821 million in 2015, $357 million in 2014 and $33 million in 2013. Benefits ceded were $666 million in 2015, $272 million in 2014, and $70 million in 2013. Ceded premium and benefits reflect a July 1, 2014 amendment ceding all risk under a Medicaid contract to a third party reinsurer.

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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

used to determine future policy benefits payable as detailed in Note 2. Reinsurance recoverables, included in other current and long-term assets, were $314 million at December 31, 2018 and $824 million at December 31, 2017. The decline in the balances reflects the sale of KMG on August 9, 2018. The percentage of these reinsurance recoverables resulting from 100% coinsurance agreements was approximately 99% at December 31, 2018 and approximately 33% at December 31, 2017. Premiums ceded were $976 million in 2018, $969 million in 2017 and $842 million in 2016. Benefits ceded were $980 million in 2018, $844 million in 2017, and $767 million in 2016. Ceded premium and benefits reflect the activity associated with ceding all risk under a Medicaid contract to a third party reinsurer.
We evaluate the financial condition of theseour reinsurers on a regular basis. These reinsurers areProtective Life Insurance Company with $177 million in reinsurance recoverables is well-known and well-established as evidenced by the strong financial ratingswith a AM Best rating of A+ (superior) at December 31, 2015 presented below:
Reinsurer Total
Recoverable
 A.M. Best Rating
at December 31, 2015
  (in millions)  
Protective Life Insurance Company $184
 A+ (superior)
Munich American Reassurance Company 155
 A+ (superior
Employers Reassurance Corporation 91
 A- (excellent)
General Re Life Corporation 90
 A++ (superior)
All others 148
 A+ to B++ (superior to good)
  $668
  
2018 . The allremaining reinsurance recoverables of $137 million are divided between 10 other category represents 18 reinsurers, with individual balances less than $85 million. Three of these reinsurers with recoverables of $104$110 million are subject to trust or funds withheld accounts requiring amounts at least equal toor other financial guarantees supporting the total recoverable from eachrepayment of these reinsurers.amounts.

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Report of Independent Registered Public Accounting Firm

To the the Board of Directors and Stockholders of Humana Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Humana Inc.and its subsidiaries(the “Company”) as of December 31, 2018and 2017,and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flowsfor each of the three years in the period ended December 31,2018, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated balance sheets and the related consolidatedfinancial statements of income, of comprehensive income, of stockholders’ equity and of cash flowsreferred to above present fairly, in all material respects, the financial position of Humana Inc. and its subsidiariesatthe Company as of December 31, 2015 2018and 2014, 2017, and the results of their itsoperations and their itscash flows for each of the three years in the period ended December 31, 20152018 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2)present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidatedfinancial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015,2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reportingappearing under Item 9A. Our responsibility is to express opinions on these the Company’s consolidatedfinancial statements on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidatedfinancial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidatedfinancial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in


accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
February 18, 201621, 2019

136


We have served as the Company’s auditor since 1968.






Humana Inc.
QUARTERLY FINANCIAL INFORMATION
(Unaudited)
A summary of our quarterly unaudited results of operations for the years ended December 31, 20152018 and 20142017 follows:
20152018
First Second Third Fourth (2)First Second Third Fourth
(in millions, except per share results)(in millions, except per share results)
Total revenues$13,833
 $13,732
 $13,363
 $13,361
$14,279
 $14,259
 $14,206
 $14,168
Income before income taxes744
 793
 648
 246
Income before income taxes and equity in net earnings707
 19
 901
 436
Net income430
 431
 314
 101
491
 193
 644
 355
Basic earnings per common share$2.86
 $2.88
 $2.11
 $0.68
$3.56
 $1.40
 $4.68
 $2.60
Diluted earnings per common share (1)
$2.82
 $2.85
 $2.09
 $0.67
$3.53
 $1.39
 $4.65
 $2.58
              
20142017
First Second Third FourthFirst Second Third Fourth
(in millions, except per share results)(in millions, except per share results)
Total revenues$11,712
 $12,222
 $12,238
 $12,328
$13,762
 $13,534
 $13,282
 $13,189
Income before income taxes686
 646
 551
 287
1,689
 1,042
 799
 490
Net income368
 344
 290
 145
1,115
 650
 499
 184
Basic earnings per common share$2.37
 $2.22
 $1.87
 $0.96
Basic earnings per common share (1)$7.54
 $4.49
 $3.46
 $1.30
Diluted earnings per common share (1)
$2.35
 $2.19
 $1.85
 $0.94
$7.49
 $4.46
 $3.44
 $1.29
(1)The calculation of diluted earnings per common share is based on the weighted average shares outstanding during each quarter and, accordingly, the sum may not equal the total for the year.
(2)The fourth quarter of 2015 includes an expense of $176 million ($112 million after tax, or $0.74 per diluted common share) for a premium deficiency reserve associated with our individual commercial medical policies compliant with the Health Care Reform Law associated with the 2016 coverage year.


137








ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
Management’s Responsibility for Financial Statements and Other Information
We are responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States and include amounts based on our estimates and judgments. All other financial information in this report has been presented on a basis consistent with the information included in the financial statements.
Our control environment is the foundation for our system of internal control over financial reporting and is embodied in our Code of Ethics and Business Conduct, which we currently refer to as the Humana Inc. Ethics Every Day. It sets the tone of our organization and includes factors such as integrity and ethical values. Our internal control over financial reporting is supported by formal policies and procedures which are reviewed, modified and improved as changes occur in business conditions and operations.
The Audit Committee of the Board of Directors, which is composed solely of independent outside directors, meets periodically with members of management, the internal auditors and our independent registered public accounting firm to review and discuss internal controls over financial reporting and accounting and financial reporting matters. Our independent registered public accounting firm and internal auditors report to the Audit Committee and accordingly have full and free access to the Audit Committee at any time.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to members of senior management and the Board of Directors.
Based on our evaluation as of December 31, 2015,2018, we as the principal executive officer, and the principal financial officer and the principal accounting officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms.
Management’s Report on Internal Control Over Financial Reporting
We are responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate or that the degree of compliance with the policies or procedures may deteriorate.

138








We assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our assessment, we determined that, as of December 31, 2015,2018, the Company’s internal control over financial reporting was effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 20152018 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, who also audited the Company’s consolidated financial statements included in our Annual Report on Form 10-K, as stated in their report which appears on page 136.134.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 20152018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Bruce D. Broussard
President and Chief Executive Officer (Principal Executive Officer)
Brian A. Kane
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Cynthia H. Zipperle
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

ITEM 9B. OTHER INFORMATION
None.


139








PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 201618, 2019 appearing under the caption “Proposal One: Election of Directors” in such Proxy Statement.
Executive Officers of the Registrant
Set forth below are names and ages of all of our current executive officers as of February 1, 2016,2019, their positions, and the date first elected an officer:
Name Age Position 
First
Elected
Officer
   Age Position 
First
Elected
Officer
  
Bruce D. Broussard 53 President and Chief Executive Officer, Director 12/11 (1) 56 President and Chief Executive Officer, Director 12/11 (1)
   
James E. Murray 62 Executive Vice President and Chief Operating Officer 08/90 (2)
Vishal Agrawal, M.D. 44 Chief Strategy and Corporate Development Officer 12/18 (2)
   
Roy A. Beveridge, M.D. 58 Senior Vice President and Chief Medical Officer 06/13 (3) 61 Chief Medical Officer 06/13 (3)
   
Elizabeth D. Bierbower 60 Segment President 03/17 (4)
 
Jody L. Bilney 54 Senior Vice President and Chief Consumer Officer 04/13 (4) 57 Chief Consumer Officer 04/13 (5)
 
Sam M. Deshpande 54 Chief Risk Officer 07/17 (6)
 
William K. Fleming, PharmD 51 Segment President, Healthcare Services 03/17 (7)
   
Christopher H. Hunter 47 Senior Vice President and Chief Strategy Officer 01/14 (5) 50 Segment President, Group Business 01/14 (8)
   
Timothy S. Huval 49 Senior Vice President and Chief Human Resources Officer 12/12 (6) 52 Chief Human Resources Officer 12/12 (9)
   
Brian A. Kane 43 Senior Vice President and Chief Financial Officer 06/14 (7) 46 Chief Financial Officer 06/14 (10)
   
Christopher Kay 50 Senior Vice President and Chief Innovation Officer 03/14 (8)
  
Brian P. LeClaire 55 Senior Vice President and Chief Information Officer 08/11 (9) 58 Chief Information Officer 08/11 (11)
   
Heidi S. Margulis 62 Senior Vice President – Corporate Affairs 12/95 (10)
Joseph C. Ventura 42 Chief Legal Officer and Corporate Secretary 02/19 (12)
   
Christopher M. Todoroff 53 Senior Vice President and General Counsel 08/08 (11)
T. Alan Wheatley 51 Segment President, Retail 03/17 (13)
   
Cynthia H. Zipperle 53 Vice President, Chief Accounting Officer and Controller 12/14 (12) 56 Senior Vice President and Chief Accounting Officer 12/14 (14)
(1)Mr. Broussard currently serves as Director, President and Chief Executive Officer (Principal Executive Officer), having held these positions since January 1, 2013. Mr. Broussard was elected President upon joining the Company in December 2011 and served in that capacity through December 2012. Prior to joining the Company, Mr. Broussard was Chief Executive Officer of McKesson Specialty/US Oncology, Inc. US Oncology was purchased by McKesson in December 2010. At US Oncology, Mr. Broussard served in a number of senior executive roles, including Chief Financial Officer, Chief Executive Officer, and Chairman of the Board.
(2)Mr. Murray currentlyDr. Agrawal serves as Executive ViceChief Strategy and Corporate Development Officer, having joined the company in December 2018.  Prior to joining the company, Dr. Agrawal was Senior Advisor for The Carlyle Group L.P., having held that position from October 2017 to December 2018.  Previously, Dr. Agrawal was President and Chief OperatingGrowth Officer having held this position since December 2011. Mr. Murray has heldof Ciox Health, the positionlargest health information exchange and release of Chief Operating Officer since February 2006, and was the Chief Operating Officer – Market and Business Segment Operations from September 2002 to February 2006. Mr. Murray joined the Company in December 1989.information services


organization in the U.S. from December of 2015 to October 2018.  Prior to joining Ciox Health, Dr. Agrawal served as President of Harris Healthcare Solutions from January 2013 to December 2015.
(3)Dr. Beveridge currently serves as Senior Vice President and Chief Medical Officer, having held this position since joining the Company in June 2013. Prior to joining the Company, Dr. Beveridge served as Chief Medical Officer for McKesson Specialty Health from December 2010 until June 2013. Prior to McKesson’s acquisition of US Oncology, Dr. Beveridge served as the Executive Vice President and Medical Director at US Oncology from September 2009 through December 2010.

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of US Oncology, Dr. Beveridge served as the Executive Vice President and Medical Director at US Oncology from September 2009 through December 2010.
(4)Ms. Bierbower currently serves as Segment President, having held this position since August 2018.  She is responsible for creating a new operating model and member experience that reduces friction in the system and helps members engage in and manage their health. Prior to that, she served as the Segment President, Group Business, and also previously led the Company’s Specialty Benefits area, including dental, vision, life, disability and workplace voluntary benefits.  Ms. Bierbower joined the Company in 2001.
(5)Ms. Bilney currently serves as Senior Vice President and Chief Consumer Officer, having held this position since joining the Company in April 2013. Prior to joining the Company, Ms. Bilney served as Executive Vice President and Chief Brand Officer for Bloomin’ Brands, Inc. from 2006 until April 2013.
(5)(6)Mr. HunterDeshpande currently serves as Senior Vice President and Chief StrategyRisk Officer, having held this position since joining the Company in July 2017. Before joining Humana, Mr. Deshpande spent 17 years at Capital One in key leadership positions, most recently as Business Chief Risk Officer for the U.S. and international card business. He previously served as the Business Chief Risk Officer and Head of Enterprise Services for the Financial Services Division, responsible for Business Risk, Data Science, Data Quality, Process Excellence and Project Management. He also led marketing and analysis for the Home Loans, Auto Finance, and Credit Card businesses, with responsibilities for business strategy, credit, product and marketing.
(7)Mr. Fleming currently serves as Segment President, Healthcare Services, where he is responsible for Humana’s clinical and pharmacy businesses that service all Humana segments, having held this position since March of 2017. Prior to that, he served as President of the Company’s pharmacy business. Mr. Fleming joined the Company in 1994.
(8)Mr. Hunter currently serves as Segment President, Group Business, having held this position since August 2018.  Prior to that, he served as Chief Strategy Officer from joining the company in January 2014.2014 until August 2018.  Prior to joining the Company, Mr. Hunter served as President of Provider Markets at The TriZetto Group, Inc. from July 2012 until December 2013, and as Senior Vice President, Emerging Markets at BlueCross BlueShield of Tennessee from 2009 through July 2012. While at BlueCross BlueShield of Tennessee, Mr. Hunter was simultaneously President and Chief Executive Officer of Onlife Health, a national health and wellness subsidiary of BlueCross BlueShield of Tennessee.
(6)(9)Mr. Huval currently serves as Senior Vice President and Chief Human Resources Officer, having been elected to this position in December 2012. Prior to joining the Company, Mr. Huval spent 10 years at Bank of America in multiple senior-level roles, including Human Resources executive and Chief Information Officer for Global Wealth & Investment Management, as well as Human Resources executive for both Global Treasury Services and Technology & Global Operations.
(7)(10)Mr. Kane currently serves as Senior Vice President and Chief Financial Officer, having been elected to this position in June 2014. Prior to joining the Company, Mr. Kane spent nearly 17 years at Goldman, Sachs & Co. As a managing director, he was responsible for client relationships as well as for leading strategic and financing transactions for a number of companies in multiple industries.
(8)Mr. Kay currently serves of Senior Vice President and Chief Innovation Officer, having been elected to this position in March 2014. Prior to joining the Company, Mr. Kay was most recently Managing Director and CEO of Citi Ventures, Citigroup’s global corporate venturing arm. Prior to joining Citi in 2007, Mr. Kay held several leadership positions at Target over a 12-year period.
(9)(11)Mr. LeClaire currently serves as Senior Vice President and Chief Information Officer, having held this position since January 2014. Prior to that, he served as Senior Vice President and Chief Service and Information Officer from August 2011 to January 2014, and as Chief Technology Officer from 2002 to August 2011. Mr. LeClaire joined the Company in August 1999.


(10)(12)Ms. MargulisMr. Ventura currently serves as Chief Legal Officer and Corporate Secretary. He joined the Company in January 2009 and since then has held various positions of increasing responsibility in the Company's Law Department, including most recently, Senior Vice President, Associate General Counsel & Corporate Secretary from July 2017 until February 2019.
(13)Mr. Wheatley currently serves as Segment President, Retail, having held this position since March 2017. During his 25-year career with the Company, Mr. Wheatley has served in a number of key leadership roles, including Vice President of Medicare Service Operations and President of the East Region, one of the Company’s key Medicare geographies.
(14)Mrs. Zipperle currently serves as Senior Vice President, – Corporate Affairs, having held this position since January 2000. Ms. Margulis joined the Company in November 1985.
(11)Mr. Todoroff currently serves as Senior Vice President and General Counsel, having held this position since August 2008. Prior to joining the Company, Mr. Todoroff served as Vice President, Senior Corporate Counsel and Corporate Secretary for Aetna Inc. from 2006 through July 2008. Mr. Todoroff joined Aetna’s Legal Department in 1995 and held various positions of increasing responsibility.
(12)Mrs. Zipperle currently serves as Vice President, Chief Accounting Officer, and Controller, having held this position since December 2014. Mrs. Zipperle previously served as the Vice President - Finance from January 2013 until her election to her current role, and as the Assistant Controller from January 1998 until January 2013.
Executive officers are elected annually by our Board of Directors and serve until their successors are elected or until resignation or removal. There are no family relationships among any of our executive officers.
Section 16(a) Beneficial Ownership Reporting Compliance
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 201618, 2019 appearing under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” of such Proxy Statement.

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Code of Conduct for Chief Executive Officer and Senior Financial Officers
We have adopted a Code of Conduct for the Chief Executive Officer and Senior Financial Officers, violations of which should be reported to the Audit Committee. The code may be viewed through the Investor Relations section of our web site at www.humana.com. Any amendment to or waiver of the application of the Code of Conduct for the Chief Executive Officer and Senior Financial Officers will be promptly disclosed through the Investor Relations section of our web site at www.humana.com.
Code of Business Conduct and Ethics
Since 1995, we have operated under an omnibus Code of Ethics and Business Conduct, currently known as the Humana Inc. Ethics Every Day. All employees and directors are required to annually affirm in writing their acceptance of the code. The Humana Inc. Ethics Every Day was adopted by our Board of Directors in June 2014, replacing a previous iteration of our Code of Ethics and Business Conduct – the Humana Inc. Principles of Business Ethics – as the document to comply with the New York Stock Exchange Corporate Governance Standard 303A.10. The Humana Inc. Ethics Every Day is available on our web site at www.humana.com. Anywww.humana.com, and any waiver of the application of the Humana Inc. Principles of Business Ethics Every Day with respect to directors or executive officers must be made by the Board of Directors and will be promptly disclosed on our web site at www.humana.com.
Corporate Governance Items
We have made available free of charge on or through the Investor Relations section of our web site at www.humana.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, and all of our other reports, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Also available on our Internet web site is information about our corporate governance, including:
a determination of independence for each member of our Board of Directors;
the name, membership, role, and charter of each of the various committees of our Board of Directors;
the name(s) of the directors designated as a financial expert under rules and regulations promulgated by the SEC;


the responsibility of the Company’s Lead Independent Director, if applicable, to convene, set the agenda for, and lead executive sessions of the non-management directors;
the pre-approval process of non-audit services provided by our independent accountants;
our by-laws and Certificate of Incorporation;
our Majority Vote policy;
our Related Persons Transaction Policy;
the process by which interested parties can communicate with directors;
the process by which stockholders can make director nominations (pursuant to our By-laws);
our Corporate Governance Guidelines;
our Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality;
Stock Ownership Guidelines for directors and for executive officers;
the Humana Inc. Ethics Every Day and any waivers thereto; and
the Code of Conduct for the Chief Executive Officer and Senior Financial Officers and any waivers thereto.
Additional information about these items can be found in, and is incorporated by reference to, our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 2016.18, 2019.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Registrant’s Board of Directors
None.

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Audit Committee Financial Expert
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 201618, 2019 appearing under the caption “Corporate Governance – Audit Committee” of such Proxy Statement.
Audit Committee Composition and Independence
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 201618, 2019 appearing under the caption “Corporate Governance – Committee Membership and Attendance” of such Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION
Additional information required by this Item is incorporated herein by reference from our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 2016 appearing under the captions “Corporate Governance – Organization & Compensation Committee – Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Organization & Compensation Committee Report,” and “Executive Compensation” of such Proxy Statement.18, 2019.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity compensation plan information
We maintain plans under which options to purchase our common stock and awards of restricted stock may be made to officers, directors, key employees, and consultants. Stock options are granted with an exercise price equal to the fair market value of the underlying common stock on the date of grant. Our stock plans, as approved by the Board of Directors and stockholders, define fair market value as the average of the highest and lowest stock prices reported on the composite tape by the New York Stock Exchange on a given date. Exercise provisions vary, but most options vest in whole or in part 1 to 3 years after grant and expire up to 7 years after grant.


Information concerning stock option awards and the number of securities remaining available for future issuance under our equity compensation plans in effect as of December 31, 20152018 follows:
Plan category
(a)
Number of  securities
to be issued upon
exercise of outstanding
options, warrants
and rights
 
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
 (c)
Number of  securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column(a))
  
(a)
Number of  securities
to be issued upon
exercise of outstanding
options, warrants
and rights
 
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
 (c)
Number of  securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column(a))
  
Equity compensation plans approved by
security holders (1)
835,123
 $121.889
 8,734,399
 (2)(3) 677,648
 $213.171
 4,673,360
 (2)(3) 
Equity compensation plans not approved
by security holders

 
 
  
 
 
  
Total835,123
 $121.889
 8,734,399
  677,648
 $213.171
 4,673,360
  
(1)The above table does not include awards of shares of restricted stock or restricted stock units. For information concerning these awards, see Note 13.
(2)The Humana Inc. 2011 Stock Incentive Plan was approved by stockholders at the Annual Meeting held on April 21, 2011. On July 5, 2011, 18.5 million shares were registered with the Securities and Exchange Commission on Form S-8.
(3)Of the number listed above, 3,814,1482,040,768 can be issued as restricted stock at December 31, 20152018 (giving effect to the provision that one restricted share is equivalent to 2.29 stock options in the 2011 Plan).

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The information under the captions “Security Ownership of Certain Beneficial Owners of Company Common Stock” and “Security Ownership of Directors and Executive Officers” in our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 2016,18, 2019, is herein incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 201618, 2019 appearing under the captions “Certain Transactions with Management and Others” and “Corporate Governance – Independent Directors” of such Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 201618, 2019 appearing under the caption “Audit Committee Report” of such Proxy Statement.


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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)  The financial statements, financial statement schedules and exhibits set forth below are filed as part of this report.
  
(1)  Financial Statements – The response to this portion of Item 15 is submitted as Item 8 of Part II of this report.
  
(2)  The following Consolidated Financial Statement Schedules are included herein:
    
   Schedule I  Parent Company Condensed Financial Information at December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016   
    
   Schedule II  Valuation and Qualifying Accounts for the years ended December 31, 2018, 2017 and 2016   
All other schedules have been omitted because they are not applicable.
(3)Exhibits:
2.1Agreement and Plan of Merger, dated as of July 2, 2015 among Aetna Inc., Echo Merger Sub, Inc., Echo Merger Sub, LLC and Humana Inc. (incorporated herein by reference to Exhibit 2.1 to Humana Inc.’s Current Report on Form 8-K filed on July 7, 2015).
3(a)Restated Certificate of Incorporation of Humana Inc. filed with the Secretary of State of Delaware on November 9, 1989, as restated to incorporate the amendment of January 9, 1992, and the correction of March 23, 1992 (incorporated herein by reference to Exhibit 4(i) to Humana Inc.’s Post-Effective Amendment No.1 to the Registration Statement on Form S-8 (Reg. No. 33-49305) filed February 2, 1994).
  
Humana Inc. Amended and Restated By-Laws of Humana Inc., effective as amended on January 4, 2007of December 14, 2017 (incorporated herein by reference to Exhibit 33(b) to Humana Inc.’s AnnualCurrent Report on Form 10-K for the year ended8-K filed on December 31, 2006)14, 2017).
  
Indenture, dateddates as of August 5, 2003, by and between Humana Inc. and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.’s's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)2003, File No. 001-05975).
  
First Supplemental Indenture, dated as of August 5, 2003, by and between Humana Inc. and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)2003, File No. 001-05975).
  
Second Supplemental Indenture, dated as of May 31, 2006, by and between Humana Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.’s Current Report on Form 8-K filed on May 31, 2006)2006, File No.001-05975).
  
Third Supplemental Indenture, dated as of June 5, 2008, by and between Humana Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.’s Current Report on Form 8-K filed on June 5, 2008).
  
Fourth Supplemental Indenture, dated as of June 5, 2008, by and between Humana Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to Humana Inc.’s Current Report on Form 8-K filed on June 5, 2008).
  
Indenture, dated as of March 30, 2006, by and between Humana Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Registration Statement on Form S-3 filed on March 31, 2006)2006, Req. No. 333-132878).
  


(g)There are no instruments defining the rights of holders with respect to long-term debt in excess of 10 percent of the total assets of Humana Inc. on a consolidated basis. Other long-term indebtedness of Humana Inc. is described herein in Note 12 to Consolidated Financial Statements. Humana Inc. agrees to furnish copies of all such instruments defining the rights of the holders of such indebtedness not otherwise filed as an Exhibit to this Annual Report on Form 10-K to the Commission upon request.

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Fifth Supplemental Indenture, dated as of December 10, 2012, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.’s Current Report on Form 8-K filed on December 10, 2012).
  
Sixth Supplemental Indenture, dated as of December 10, 2012, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to Humana Inc.’s Current Report on Form 8-K filed on December 10, 2012).
  
Seventh Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. and The Bank of New York, Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on September 19, 2014).
  
Eighth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on September 19, 2014).
  
Ninth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.6 to Humana Inc.’s Current Report on Form 8-K filed on September 19, 2014).
  
Tenth Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 16, 2017.
Eleventh Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on March 16, 2017.
Twelfth Supplemental Indenture, dated December 21, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on December 21, 2017.
Thirteenth Supplemental Indenture, dated December 21, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on December 21, 2017.
Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10(a) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
  
Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (without retirement provisions) (incorporated herein by reference to Exhibit 10(b) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
  
(c)*Humana Inc. Amended and Restated 2003 Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 27, 2006).
(d)*Humana Inc. Executive Management Incentive Compensation Plan, as amended and restated February 1,21, 2008 (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 24, 2008).
  
(e)*Form of Change of Control Agreement (incorporated herein by reference to Exhibit 10.2 to Humana Inc.’s current report on Form 8-K filed on February 24, 2014).
(f)(d)*Trust under Humana Inc. Deferred Compensation Plans (incorporated herein by reference to Exhibit 10(p) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999)1999, File No. 001-05975).
  
(g)The Humana Inc. Deferred Compensation Plan for Non-Employee Directors (as amended on October 18, 2012) (incorporated herein by reference to Exhibit 10(m) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).


(h)*Severance policy as amended and restated on October 23, 2007 (incorporated herein by reference to Exhibit 10(r) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
  
(i)Humana Inc. Executive Severance Policy, effective as of March 1, 2019.
Humana Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-171616), filed on January 7, 2011).
  
(j)Humana Retirement Equalization Plan, as amended and restated as of January 1, 2011 (incorporated herein by reference to Exhibit 10(p) to Humana Inc.’s Annual Report on Form 10-K filed on February 17,18, 2011).
  
(k)(i)*Letter agreement with Humana Inc. officers concerning health insurance availability (incorporated herein by reference to Exhibit 10(mm) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994)1994, File No. 001-05975).
  
(l)Executive Long-Term Disability Program (incorporated herein by reference to Exhibit 10(a) to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
  

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(m)(k)*Indemnity Agreement (incorporated herein by reference to Appendix B to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on January 8, 1987).
  
(n)Form of Company’s Restricted Stock Unit Agreement with Time/Performance Vesting and Agreement not to Compete or Solicit, under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10(t) to Humana Inc.’s Annual Report on Form 10-K/A filed on January 30, 2014).
(o)*†Form of Company’s Restricted Stock Unit Agreement and Agreement not to Solicit under the 2011 Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10(o) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
  
(p)Summary of the Company’s Financial Planning Program for our executive officers (incorporated herein by reference to Exhibit 10(v) to Humana’s Inc.’s Annual Report on Form 10-K filed on February 22, 2013.
  
(q)Form of Company’s Restricted Stock Unit Agreement and Agreement not to Solicit under the 2011 Stock Incentive Plan (without retirement provisions) (incorporated herein by reference to Exhibit 10(q) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
  
(r)Five-Year $2 Billion Amended and Restated Credit Agreement , dated as of July 9, 2013May 22, 2017, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent and as CAF Loan Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., PNC Bank, National Association, U.S. Bank National Association, and Wells Fargo Bank, National Association, as Documentation Agents, and J.P. Morgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc., PNC Capital Markets LLC, U.S. Bank National Association, and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10 to Humana Inc.’s Current Report on Form 8-K filed on July 10, 2013)May 22, 2017).
  
(s)Form of CMS Coordinated Care Plan Agreement (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)2005, File No. 001-05975).
  
(t)Form of CMS Private Fee for Service Agreement (incorporated herein by reference to Exhibit 10.2 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)2005, File No. 001-05975).
  
(u)Addendum to Agreement Providing for the Operation of a Medicare Voluntary Prescription Drug Plan (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)2005, File No. 001-05975).
  
(v)Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage Prescription Drug Plan (incorporated herein by reference to Exhibit 10.4 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)2005, File No. 001-05975).
  
(w)Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage-Only Plan (incorporated herein by reference to Exhibit 10.5 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)2005, File No. 001-05975).
  
(x)Addendum to Agreement Providing for the Operation of a Medicare Advantage Regional Coordinated Care Plan (incorporated herein by reference to Exhibit 10.6 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)2005, File No. 001-05975).
  


(y)
Explanatory Note regarding Medicare Prescription Drug Plan Contracts between Humana and CMS (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005)2005, File No. 001-05975).
  
(z)(w)*Humana Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 21, 2011).
  
(aa)Form of Company’s Stock Option Agreement under the 2011 Stock Incentive Plan (Non-Qualified Stock Options with Non-Compete/Non-Solicit) (incorporated herein by reference to Exhibit 10(oo) to Humana Inc.’s Annual Report on Form 10-K filed on February 24, 2012).
(bb)*Form of Company’s Stock Option Agreement under the 2011 Stock Incentive Plan (Incentive Stock Options with Non-Compete/Non-Solicit) (incorporated herein by reference to Exhibit 10(pp) to Humana Inc.’s Annual Report on Form 10-K filed on February 24, 2012).
(cc)*Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10(rr) to Humana Inc.’s Annual Report on Form 10-K filed on February 24, 2012).

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(dd)*Amended and Restated Employment Agreement, dated as of February 27, 2014, by and between Humana Inc. and Bruce D. Broussard (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on February 28, 2014).
  
(ee)Amendment to the Amended and Restated Employment Agreement between Humana Inc. and Bruce D. Broussard, dated July 2, 2015 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on July 9, 2015).
  
(ff)Agreement between the United States Department of Defense and Humana Military Healthcare Services, Inc., a wholly owned subsidiary of Humana Inc.,Amendment No. 2, dated as March 3, 2011 (incorporated herein by referenceof August 16, 2018, to Exhibit 10(mm) to Humana Inc.’s Annual Report on Form 10-K filed on February 24, 2012).
(gg)*Form of Amendment to Change of Controlthe Amended and Restated Employment Agreement between Humana Inc. and various executive officersBruce D. Broussard, dated as of February 27, 2014 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current reportInc.s Current Report on Form 8-K, filed on February 24, 2014)August 20, 2018).
  
(hh)Humana Inc. Change in Control Policy, effective March 1, 2019.
Form of Commercial Paper Dealer Agreement between Humana Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on October 6,7, 2014).
  
(ii)Master Confirmation by and between Humana Inc. and Goldman, Sachs & Co., dated November 7, 2014 (incorporated herein by reference to Humana Inc.’s current report on Form 8-K filed on November 10, 2014).
(jj)*†Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Incentive Stock Options) (incorporated herein by reference to Exhibit 10(jj) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
  
(kk)Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Non-Qualified Stock Options with Non-Compete/Non-Solicit) (incorporated herein by reference to Exhibit 10(kk) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
  
12 †Computation
Form of ratio of earningsCompany's Restricted Stock Unit Agreement with Performance Vesting and Agreementnot to fixed charges.Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.’s Annual Report on Form 10-K filed on February 16, 2018).
  

Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (with retirement provisions).

Form of Company's Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan.

Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan.

Form of Company’s Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (Non-Qualified Stock Options).
Humana Inc. Compensation Recoupment Policy, effective February 21, 2019.
Code of Conduct for Chief Executive Officer & Senior Financial Officers (incorporated herein by reference to Exhibit 14 to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
  
List of subsidiaries.
  
Consent of PricewaterhouseCoopers LLP.
  
CEO certification pursuant to Rule 13a-14(a)/15d-14(a).


  
CFO certification pursuant to Rule 13a-14(a)/15d-14(a).
  
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.
101The following materials from Humana Inc.'s Annual Report on Form 10-K formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 20152018 and 2014;2017; (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 20142018, 2017 and 2013;2016; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 20142018, 2017 and 2013;2016; (iv) the Consolidated Statements of Stockholders’ Equity as of December 31, 2015, 2014,2018, 2017, and 2013;2016; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 20142018, 2017 and 2013;2016; and (vi) Notes to Consolidated Financial Statements.
*Exhibits 10(a) through and including 10(q)10(n), and 10(z)Exhibits 10(w) through and including 10(ee),10(gg),10(jj)10(aa), as well as Exhibits 10(cc) through and 10(ii)including Exhibit 10(jj) are compensatory plans or management contracts.
**Pursuant to Rule 24b-2 of the Securities Exchange Act, of 1934, as amended, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
†Submitted electronically with this report.

148








Humana Inc.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
December 31,December 31,
2015 20142018 2017
(in millions, except share
amounts)
(in millions, except share
amounts)
ASSETS      
Current assets:      
Cash and cash equivalents$1,389
 $1,211
$265
 $383
Investment securities256
 201
313
 305
Receivable from operating subsidiaries1,124
 873
1,306
 1,042
Other current assets224
 180
628
 245
Total current assets2,993
 2,465
2,512
 1,975
Property and equipment, net1,011
 885
1,209
 1,091
Investments in subsidiaries14,276
 13,983
16,951
 16,810
Equity method investment in Kindred at Home1,047


Other long-term assets437
 114
359
 426
Total assets$18,717
 $17,447
$22,078
 $20,302
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:      
Payable to operating subsidiaries$3,322
 $3,130
$4,487
 $4,311
Current portion of notes payable to operating subsidiaries28
 28
28
 28
Book overdraft38
 54
38
 41
Short-term borrowings299
 
Short-term debt1,694
 150
Other current liabilities572
 562
791
 896
Total current liabilities4,259
 3,774
7,038
 5,426
Long-term debt3,821
 3,825
4,375
 4,770
Notes payable to operating subsidiaries9
 9
Other long-term liabilities282
 193
504
 264
Total liabilities8,371
 7,801
11,917
 10,460
Commitments and contingencies   
 
Stockholders’ equity:      
Preferred stock, $1 par; 10,000,000 shares authorized; none issued
 

 
Common stock, $0.16 2/3 par; 300,000,000 shares authorized;
198,372,059 shares issued at December 31, 2015 and 197,951,551
shares issued at December 31, 2014
33
 33
Common stock, $0.16 2/3 par; 300,000,000 shares authorized;
198,594,841 shares issued at December 31, 2018 and 198,572,458
shares issued at December 31, 2017
33
 33
Capital in excess of par value2,530
 2,330
2,535
 2,445
Retained earnings11,017
 9,916
15,072
 13,670
Accumulated other comprehensive income58
 223
Treasury stock, at cost, 50,084,043 shares at December 31, 2015
and 48,347,541 shares at December 31, 2014
(3,292) (2,856)
Accumulated other comprehensive income (loss)(159) 19
Treasury stock, at cost, 63,028,169 shares at December 31, 2018
and 60,893,762 shares at December 31, 2017
(7,320) (6,325)
Total stockholders’ equity10,346
 9,646
10,161
 9,842
Total liabilities and stockholders’ equity$18,717
 $17,447
$22,078
 $20,302

See accompanying notes to the parent company financial statements.


149








Humana Inc.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF INCOME
 

For the year ended December 31,For the year ended December 31,
2015 2014 20132018 2017 2016
(in millions)(in millions)
Revenues:          
Management fees charged to operating subsidiaries$1,469
 $1,509
 $1,370
$1,666
 $1,864
 $1,683
Investment and other income, net5
 4
 3
30
 57
 42
1,474
 1,513
 1,373
1,696
 1,921
 1,725
Expenses:          
Operating costs1,370
 1,434
 1,366
1,468
 1,801
 1,519
Merger termination fee and related costs, net
 (936) 104
Depreciation252
 212
 193
342
 332
 302
Interest186
 192
 141
218
 243
 189
1,808
 1,838
 1,700
2,028
 1,440
 2,114
Loss before gain on sale of business, income taxes and equity in net earnings of subsidiaries(334) (325) (327)
Gain on sale of business270
 
 
Loss before income taxes and equity in net earnings of subsidiaries(64) (325) (327)
Benefit for income taxes(70) (81) (107)
Income (loss) before equity in net earnings of subsidiaries6
 (244) (220)
Other expense, net33




Loss on sale of business782
 
 
(Loss) income before income taxes and equity in net earnings of subsidiaries(1,147) 481
 (389)
(Benefit) provision for income taxes(542) 61
 (107)
(Loss) income before equity in net earnings of subsidiaries(605) 420
 (282)
Equity in net earnings of subsidiaries1,270
 1,391
 1,451
2,277
 2,028
 896
Equity in net earnings of Kindred at Home11




Net income$1,276
 $1,147
 $1,231
$1,683
 $2,448
 $614

See accompanying notes to the parent company financial statements.


150








Humana Inc.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,For the year ended December 31,
2015 2014 20132018 2017 2016
(in millions)(in millions)
Net income$1,276
 $1,147
 $1,231
$1,683
 $2,448
 $614
Other comprehensive (loss) income:     
Change in gross unrealized investment gains/losses(114) 122
 (338)
Other comprehensive income (loss):     
Change in gross unrealized investment losses/gains(189) 149
 (101)
Effect of income taxes42
 (44) 124
51
 (55) 38
Total change in unrealized investment
gains/losses, net of tax
(72) 78
 (214)(138) 94
 (63)
Reclassification adjustment for net realized
gains included in investment income
(146) (20) (22)(53) (14) (96)
Effect of income taxes53
 7
 8
17
 5
 35
Total reclassification adjustment, net of tax(93) (13) (14)(36) (9) (61)
Other comprehensive (loss) income, net of tax(165) 65
 (228)(174) 85
 (124)
Comprehensive income attributable to our equity method
investment in Kindred at Home
(4) 
 
Comprehensive income$1,111
 $1,212
 $1,003
$1,505
 $2,533
 $490
See accompanying notes to the parent company financial statements.


151








Humana Inc.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF CASH FLOWS
For the year ended December 31,For the year ended December 31,
2015 2014 20132018 2017 2016
(in millions)(in millions)
Net cash provided by operating activities$953
 $1,499
 $1,554
$2,719
 $2,423
 $1,848
Cash flows from investing activities:          
Proceeds from sale of business1,055
 
 
Acquisitions
 
 
Acquisitions, net of cash acquired(354)



Acquisitions, equity method investment in Kindred at Home(1,095)



Capital contributions to operating subsidiaries(833) (442) (521)(697) (695) (895)
Purchases of investment securities(507) (629) (320)(145) (53) (151)
Proceeds from sale of investment securities18
 606
 35
35
 
 25
Maturities of investment securities108
 149
 104
59
 51
 143
Purchases of property and equipment, net(378) (380) (223)(465) (359) (382)
Net cash used in investing activities(537) (696) (925)(2,662) (1,056) (1,260)
Cash flows from financing activities:          
Proceeds from issuance of senior notes, net
 1,733
 

 1,779
 
Proceeds from issuance of commercial paper, net298
 
 
Proceeds from issuance (repayments) of commercial paper, net485
 (153) (2)
Proceeds from term loan1,000




Repayment of term loan(350)



Repayment of long-term debt
 (500) 

 (800) 
Change in book overdraft(16) (5) 7
(3) 3
 5
Common stock repurchases(385) (872) (531)(1,090) (3,365) (104)
Dividends paid(172) (172) (168)(265) (220) (177)
Tax benefit from stock-based compensation15
 12
 8
Proceeds from stock option exercises and other22
 51
 65
48
 62
 11
Net cash (used in) provided by financing activities(238) 247
 (619)
Increase in cash and cash equivalents178
 1,050
 10
Net cash used in financing activities(175) (2,694) (267)
(Decrease) increase in cash and cash equivalents(118) (1,327) 321
Cash and cash equivalents at beginning of year1,211
 161
 151
383
 1,710
 1,389
Cash and cash equivalents at end of year$1,389
 $1,211
 $161
$265
 $383
 $1,710
See accompanying notes to the parent company financial statements.


152



Humana Inc.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION
Parent company financial information has been derived from our consolidated financial statements and excludes the accounts of all operating subsidiaries. This information should be read in conjunction with our consolidated financial statements.
Related Party
Refer to Note 2 of the notes to consolidated financial statements in this Annual Report on Form 10-K for a description of our related party transactions. A related party note receivable in the amount of $284 million is included with other long-term assets in our condensed balance sheet at December 31, 2015 and with purchases of investment securities in our condensed statement of cash flows. The related interest income is included in investment income in our consolidated statement of income.
2. TRANSACTIONS WITH SUBSIDIARIES
Management Fee
Through intercompany service agreements approved, if required, by state regulatory authorities, Humana Inc., our parent company, charges a management fee for reimbursement of certain centralized services provided to its subsidiaries including information systems, disbursement, investment and cash administration, marketing, legal, finance, and medical and executive management oversight.
Dividends
Cash dividends received from subsidiaries and included as a component of net cash provided by operating activities were $493 million$2.3 billion in 2015, $927 million2018, $1.4 billion in 2014,2017, and $967 million$0.8 billion in 2013. Subsidiary dividends in 2015 reflect the impact of losses for our individual commercial medical business compliant with the Health Care Reform Law and the November 5, 2015 revised statutory accounting guidance requiring the exclusion of risk corridor receivables from related statutory surplus discussed in Note 3 below.2016.
Guarantee
Through indemnity agreements approved by state regulatory authorities, certain of our regulated subsidiaries generally are guaranteed by our parent company in the event of insolvency for: (1) member coverage for which premium payment has been made prior to insolvency; (2) benefits for members then hospitalized until discharged; and (3) payment to providers for services rendered prior to insolvency. Our parent has also guaranteed the obligations of our military services subsidiaries and funding to maintain required statutory capital levels of certain other regulated subsidiaries.
Notes Receivables from Operating Subsidiaries
We funded certain subsidiaries with surplus note agreements. These notes are generally non-interest bearing and may not be entered into or repaid without the prior approval of the applicable Departments of Insurance or other state regulatory authorities.
Notes Payable to Operating Subsidiaries
We borrowed funds from certain subsidiaries with notes generally collateralized by real estate. These notes, which have various payment and maturity terms, bear interest ranging from 1.51% to 6.65% and are payable in 2016 and 2019. We recorded interest expense of $1 million related to these notes for each of the years ended December 31, 2015, 2014 and 2013.


153



Humana Inc.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)


3. REGULATORY REQUIREMENTS
Certain of our insurance subsidiaries operate in states that regulate the payment of dividends, loans, or other cash transfers to Humana Inc., our parent company, and require minimum levels of equity as well as limit investments to approved securities. The amount of dividends that may be paid to Humana Inc. by these insurance subsidiaries, without prior approval by state regulatory authorities, or ordinary dividends, is limited based on the entity’s level of statutory income and statutory capital and surplus. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an extraordinary dividend requiring prior regulatory approval. In most states, prior notification is provided before paying a dividend even if approval is not required.
Although minimum required levels of equity are largely based on premium volume, product mix, and the quality of assets held, minimum requirements vary significantly at the state level. Our state regulated insurances subsidiaries had aggregate statutory capital and surplus of approximately $6.6$7.6 billion and $6.0$8.0 billion as of December 31, 20152018 and 2014,2017, respectively, which exceeded aggregate minimum regulatory requirements of $4.6$5.2 billion and $4.1$4.8 billion, respectively. Subsidiary dividends are subject to state regulatory approval, the amount and timing of which could be reduced or delayed. Excluding Puerto Rico subsidiaries, theThe amount of ordinary dividends that may be paid to our parent company in 20162019 is approximately $900 million$1 billion in the aggregate. This compares to dividends that were paid to our parent company in 2015The amount, timing and mix of approximately $493 million. Actual dividends paid mayordinary and extraordinary dividend payments will vary due to considerationstate regulatory requirements, the level of excess statutory capital and surplus and expected future surplus requirements related to, for example, premium volume and product mix.
On November 5, 2015, the National Association of Insurance Commissioners, or NAIC, issued statutory accounting guidance for receivables associated with the risk corridor provisions under the Health Care Reform Law, which requires the receivables Actual dividends that were paid to be excluded from subsidiary surplus. This accounting guidance required additional capital contributions into certain subsidiaries during 2015.
Certain regulated subsidiaries recognized premium deficiency reserves for our individual commercial medical policies compliant with the Health Care Reform Law for the 2016 coverage yearparent company were approximately $2.3 billion in the fourth quarter of 2015. Further, the statutory-based premium deficiency excludes the estimated benefit associated with the risk corridor provisions as a reduction2018, $1.4 billion in subsidiary surplus 2017, and $0.8 billionin accordance with the previously discussed November 5, 2015 statutory accounting guidance requiring the exclusion of risk corridor amounts from subsidiary surplus. As a result of the statutory-based premium deficiency, we will fund capital contributions into certain regulated subsidiaries of $450 million during the first quarter of 2016.
Our use of operating cash flows derived from our non-insurance subsidiaries, such as in our Healthcare Services segment, is generally not restricted by state departments of insurance (or comparable state regulators).



4. ACQUISITIONS AND DIVESTITURES
Refer to Note 3 of the notes to consolidated financial statements in this Annual Report on Form 10-K for a description of certain acquisitions and divestitures. On June 1, 2015, we completed the sale of our wholly owned subsidiary, Concentra Inc. During 2015, 20142018, 2017 and 2013,2016, we funded certain non-regulated subsidiary acquisitions including the acquisition of American Eldercare Inc., with contributions from Humana Inc., our parent company, included in capital contributions in the condensed statement of cash flows.
5. INCOME TAXES
Refer to Note 11 of the notes to consolidated financial statements included in this Annual Report on Form 10-K for a description of income taxes.
6. DEBT
Refer to Note 12 of the notes to consolidated financial statements included in this Annual Report on Form 10-K for a description of debt.
7. STOCKHOLDER’S EQUITY
Refer to Note 15 of the notes to consolidated financial statements included in this Annual Report on Form 10-K for a description of stockholders’ equity, including stock repurchases and stockholder dividends.

154








Humana Inc.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2015, 2014,2018, 2017, and 20132016
(in millions)
      Additions    
  Balance  at
Beginning
of Period
 Acquired/(Disposed)
Balances
 Charged
(Credited)  to
Costs and
Expenses
 Charged  to
Other
Accounts (1)
 Deductions
or
Write-offs
 Balance at
End  of
Period
Allowance for loss on receivables:            
2015 $137
 $(39) $61
 $(7) $(51) $101
2014 118
 
 32
 28
 (41) 137
2013 94
 
 37
 18
 (31) 118
Deferred tax asset valuation allowance:            
2015 (48) 
 6
 
 
 (42)
2014 (28) 
 (20) 
 
 (48)
2013 (28) 
 
 
 
 (28)
      Additions    
  Balance  at
Beginning
of Period
 Acquired/(Disposed)
Balances
 Charged
(Credited)  to
Costs and
Expenses
 Charged  to
Other
Accounts (1)
 Deductions
or
Write-offs
 Balance at
End  of
Period
Allowance for loss on receivables:            
2018 $96
 $
 $36
 $(29) $(24) $79
2017 118
 
 20
 (10) (32) 96
2016 101
 
 39
 19
 (41) 118
Deferred tax asset valuation allowance:            
2018 (49) 
 (5) 
 
 (54)
2017 (49) 
 
 
 
 (49)
2016 (42) 
 (7) 
 
 (49)
(1)Represents changes in retroactive membership adjustments to premiums revenue and contractual allowances adjustments to services revenue as more fully described in Note 2 to the consolidated financial statements included in this annual report on Form 10-K.


155




ITEM 16. FORM 10-K SUMMARY
None.




SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
HUMANA INC.
    
 By: /s/    BRIAN A. KANE
   Brian A. Kane
   
Senior Vice President and Chief Financial Officer
 (Principal Financial Officer)
    
 Date: February 18, 201621, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.
Signature  Title Date
     
/s/    BRIAN A. KANE Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 February 18, 201621, 2019
Brian A. Kane   
     
/s/    CYNTHIA H. ZIPPERLE 
Senior Vice President and Chief Accounting Officer
and Controller (Principal Accounting Officer)
 February 18, 201621, 2019
Cynthia H. Zipperle   
     
/s/    BRUCE D. BROUSSARD  
President and Chief Executive Officer,
Director (Principal Executive Officer)
 February 18, 201621, 2019
Bruce D. Broussard    
     
/s/    KURT J. HILZINGER  Chairman of the Board February 18, 201621, 2019
Kurt J. Hilzinger
/s/    FRANK BISIGNANODirectorFebruary 21, 2019
Frank Bisignano
/s/    KAREN DESALVO MD, MPH, MScDirectorFebruary 21, 2019
Karen DeSalvo, MD, MPH, MSc   
     
/s/    FRANK A. D’AMELIO  Director February 18, 201621, 2019
Frank A. D’Amelio    
     
/s/    W. ROY DUNBAR  Director February 18, 201621, 2019
W. Roy Dunbar    
     
/s/    DAVID A. JONES, JR.  Director February 18, 201621, 2019
David A. Jones, Jr.    
     
/s/    WILLIAM J. MCDONALD  Director February 18, 201621, 2019
William J. McDonald    
     
/s/    WILLIAM E. MITCHELL  Director February 18, 201621, 2019
William E. Mitchell    
     
/s/    DAVID B. NASH, M.D.  Director February 18, 201621, 2019
David B. Nash, M.D.    
     
/s/    JAMES J. O’BRIEN  Director February 18, 201621, 2019
James J. O’Brien    
     
/s/    MARISSA T. PETERSON  Director February 18, 201621, 2019
Marissa T. Peterson    

156