Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20182019
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.
HUMANA INC.
(Exact name of registrant as specified in its charter)
 
Delaware 61-0647538
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
No.)
500 West Main Street
Louisville, Kentucky40202
(Address of principal executive offices, including zip code)
(502) (502) 580-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.16 2/3 par valueHUMNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by checkmarkcheck mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerý Accelerated 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 Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Class of Common StockOutstanding at
June 30, 20182019
$0.16 2/3 par value137,763,407135,089,290 shares



Table of Contents


Humana Inc.
FORM 10-Q
JUNE 30, 20182019
INDEX
  Page
Part I: Financial Information 
Item 1.Financial Statements (Unaudited) 
   
 
   
 
   
 
   
 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
   
 
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
   
Item 6.
   
 
   
 Certifications 









Humana Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30,
2018
 December 31,
2017
June 30,
2019
 December 31,
2018
(in millions, except share amounts)(in millions, except share amounts)
ASSETS
      
Current assets:      
Cash and cash equivalents$8,052
 $4,042
$4,778
 $2,343
Investment securities9,464
 9,557
9,991
 10,026
Receivables, less allowance for doubtful accounts of $80 in 2018
and $96 in 2017
1,471
 854
Receivables, less allowance for doubtful accounts of $73 in 2019
and $79 in 2018
904
 1,015
Other current assets4,410
 2,949
4,487
 3,564
Assets held-for-sale3,467
 
Total current assets26,864
 17,402
20,160
 16,948
Property and equipment, net1,626
 1,584
1,796
 1,735
Long-term investment securities379
 2,745
411
 411
Equity method investment in Kindred at Home1,056
 1,047
Goodwill3,895
 3,281
3,922
 3,897
Other long-term assets1,506
 2,166
1,568
 1,375
Total assets$34,270
 $27,178
$28,913
 $25,413
LIABILITIES AND STOCKHOLDERS’ EQUITY
      
Current liabilities:      
Benefits payable$5,020
 $4,668
$5,842
 $4,862
Trade accounts payable and accrued expenses6,952
 4,069
3,832
 3,067
Book overdraft74
 141
204
 171
Unearned revenues3,630
 378
312
 283
Short-term debt398
 150
1,349
 1,694
Liabilities held-for-sale2,694
 
Total current liabilities18,768
 9,406
11,539
 10,077
Long-term debt4,773
 4,770
4,377
 4,375
Future policy benefits payable197
 2,923
214
 219
Other long-term liabilities321
 237
911
 581
Total liabilities24,059
 17,336
17,041
 15,252
Commitments and contingencies (Note 14)
 

 

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;
198,591,361 shares issued at June 30, 2018 and 198,572,458 shares
issued at December 31, 2017
33
 33
Common stock, $0.16 2/3 par; 300,000,000 shares authorized;
198,627,992 shares issued at June 30, 2019 and 198,594,841 shares
issued at December 31, 2018
33
 33
Capital in excess of par value2,672
 2,445
2,763
 2,535
Retained earnings14,211
 13,670
16,429
 15,072
Accumulated other comprehensive (loss) income(176) 19
Treasury stock, at cost, 60,827,954 shares at June 30, 2018 and
60,893,762 shares at December 31, 2017
(6,529) (6,325)
Accumulated other comprehensive income (loss)112
 (159)
Treasury stock, at cost, 63,538,702 shares at June 30, 2019 and
63,028,169 shares at December 31, 2018
(7,465) (7,320)
Total stockholders’ equity10,211
 9,842
11,872
 10,161
Total liabilities and stockholders’ equity$34,270
 $27,178
$28,913
 $25,413
See accompanying notes to condensed consolidated financial statements.


Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three months ended
June 30,
 Six months ended
June 30,
Three months ended
June 30,
 Six months ended
June 30,
2018 2017 2018 20172019 2018 2019 2018
(in millions, except per share results)(in millions, except per share results)
Revenues:              
Premiums$13,713
 $13,203
 $27,524
 $26,601
$15,776
 $13,713
 $31,427
 $27,524
Services382
 230
 709
 483
355
 382
 710
 709
Investment income164
 101
 305
 212
114
 164
 215
 305
Total revenues14,259
 13,534
 28,538
 27,296
16,245
 14,259
 32,352
 28,538
Operating expenses:              
Benefits11,536
 10,889
 23,206
 22,215
13,318
 11,536
 26,811
 23,206
Operating costs1,761
 1,453
 3,510
 3,006
1,703
 1,761
 3,363
 3,510
Merger termination fee and related costs, net
 
 
 (947)
Depreciation and amortization100
 92
 200
 184
109
 100
 216
 200
Total operating expenses13,397
 12,434
 26,916
 24,458
15,130
 13,397
 30,390
 26,916
Income from operations862
 1,100
 1,622
 2,838
1,115
 862
 1,962
 1,622
Loss on business held-for-sale(790) 
 (790) 
Loss on sale of business
 790
 
 790
Interest expense53
 58
 106
 107
60
 53
 122
 106
Income before income taxes19
 1,042
 726
 2,731
(Benefit) provision for income taxes(174) 392
 42
 966
Other income, net(174) 
 (135) 
Income before income taxes and equity in net earnings1,229
 19
 1,975
 726
Provision (benefit) for income taxes301
 (174) 484
 42
Equity in net earnings of Kindred at Home12
 
 15
 
Net income$193
 $650
 $684
 $1,765
$940
 $193
 $1,506
 $684
Basic earnings per common share$1.40
 $4.49
 $4.96
 $12.07
$6.96
 $1.40
 $11.14
 $4.96
Diluted earnings per common share$1.39
 $4.46
 $4.93
 $11.98
$6.94
 $1.39
 $11.10
 $4.93
Dividends declared per common share$0.50
 $0.40
 $1.00
 $0.80
See accompanying notes to condensed consolidated financial statements.


Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 Three months ended
June 30,
 Six months ended
June 30,
 2019 2018 2019 2018
 (in millions)
Net income$940
 $193
 $1,506
 $684
Other comprehensive income:       
Change in gross unrealized investment
gains/losses
169
 (9) 365
 (212)
Effect of income taxes(40) 2
 (85) 54
Total change in unrealized
investment gains/losses, net of tax
129
 (7) 280
 (158)
Reclassification adjustment for net
realized gains
(6) (23) (6) (52)
Effect of income taxes2
 8
 2
 15
Total reclassification adjustment, net
of tax
(4) (15) (4) (37)
Other comprehensive income (loss), net
of tax
125
 (22) 276
 (195)
Comprehensive loss attributable to equity method investment in Kindred at Home(3) 
 (5) 
Comprehensive income$1,062
 $171
 $1,777
 $489

 Three months ended
June 30,
 Six months ended
June 30,
 2018 2017 2018 2017
 (in millions)
Net income$193
 $650
 $684
 $1,765
Other comprehensive (loss) income:       
Change in gross unrealized investment
gains/losses
(9) 88
 (212) 126
Effect of income taxes2
 (33) 54
 (47)
Total change in unrealized
investment gains/losses, net of tax
(7) 55
 (158) 79
Reclassification adjustment for net
realized gains
(23) (2) (52) (28)
Effect of income taxes8
 
 15
 10
Total reclassification adjustment, net
of tax
(15) (2) (37) (18)
Other comprehensive (loss) income, net
of tax
(22) 53
 (195) 61
Comprehensive income$171
 $703
 $489
 $1,826


See accompanying notes to condensed consolidated financial statements.



Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
 Common Stock
Capital In
Excess of
Par Value

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Total
Stockholders’
Equity
 Issued
Shares

Amount

(dollars in millions, share amounts in thousands)
Three months ended June 30, 2019
Balances, March 31, 2019198,595

$33

$2,722

$15,563

$(10)
$(7,467)
$10,841
Net income





940





940
Other comprehensive income











122




122
Common stock repurchases













Dividends and dividend
equivalents






(74)





(74)
Stock-based compensation



43








43
Restricted stock unit vesting32



(3)





2

(1)
Stock option exercises1



1







1
Balances, June 30, 2019198,628

$33

$2,763

$16,429

$112

$(7,465)
$11,872
              
Three months ended June 30, 2018
Balances, March 31, 2018198,585

$33

$2,626

$14,086

$(154)
$(6,510)
$10,081
Net income





193





193
Other comprehensive loss











(22)



(22)
Common stock repurchases










(42)
(42)
Dividends and dividend
equivalents






(68)





(68)
Stock-based compensation



34








34
Restricted stock unit vesting



(1)





23

22
Stock option exercises6



13







13
Balances, June 30, 2018198,591

$33

$2,672

$14,211

$(176)
$(6,529)
$10,211
See accompanying notes to condensed consolidated financial statements.



















Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)

 Common Stock Capital In
Excess of
Par Value
 Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss)
 Treasury
Stock
 Total
Stockholders’
Equity
 Issued
Shares
 Amount 
 (dollars in millions, share amounts in thousands)
Six months ended June 30, 2019
Balances, December 31, 2018198,595
 $33
 $2,535
 $15,072
 $(159) $(7,320) $10,161
Net income
 
 
 1,506
 
 
 1,506
Other comprehensive income

 

 

 

 271
 

 271
Common stock repurchases
 
 150
 

 
 (160) (10)
Dividends and dividend
equivalents

 
 
 (149) 

 
 (149)
Stock-based compensation
 
 76
 
 
 

 76
Restricted stock unit vesting32
 
 (3) 

 
 3
 
Stock option exercises1
 
 5
 
 
 12
 17
Balances, June 30, 2019198,628
 $33
 $2,763
 $16,429
 $112
 $(7,465) $11,872
Six months ended June 30, 2018
Balances, December 31, 2017198,572
 $33
 $2,445
 $13,670
 $19
 $(6,325) $9,842
Net income
 
 
 684
 
 
 684
Other comprehensive loss

 

 

 (4) (195) 

 (199)
Common stock repurchases
 
 200
 

 
 (293) (93)
Dividends and dividend
equivalents

 
 
 (139) 

 
 (139)
Stock-based compensation
 
 69
 
 
 

 69
Restricted stock unit vesting
 
 (60) 

 
 60
 
Stock option exercises19
 
 18
 
 
 29
 47
Balances, June 30, 2018198,591
 $33
 $2,672
 $14,211
 $(176) $(6,529) $10,211
See accompanying notes to condensed consolidated financial statements.



Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the six months ended
June 30,
 2019 2018
 (in millions)
Cash flows from operating activities   
Net income$1,506
 $684
Adjustments to reconcile net income to net cash provided by
operating activities:
   
Loss on sale of business
 790
Net realized capital gains(5) (82)
Equity in net earnings of Kindred at Home(15) 
Stock-based compensation76
 69
Depreciation240
 218
Amortization36
 51
Benefit for deferred income taxes(21) (304)
Changes in operating assets and liabilities, net of effect of
businesses acquired and dispositions:
   
Receivables123
 (619)
Other assets(548) (1,658)
Benefits payable980
 410
Other liabilities(116) 680
Unearned revenues29
 3,252
Other45
 70
Net cash provided by operating activities2,330
 3,561
Cash flows from investing activities   
Acquisitions, net of cash acquired
 (354)
Purchases of property and equipment(296) (272)
Purchases of investment securities(3,135) (2,624)
Maturities of investment securities894
 555
Proceeds from sales of investment securities2,626
 2,408
Net cash provided by (used in) investing activities89
 (287)
Cash flows from financing activities   
Receipts from contract deposits, net473
 1,515
(Repayments) proceeds from issuance of commercial paper, net(356) 243
Change in book overdraft33
 (67)
Common stock repurchases(10) (93)
Dividends paid(142) (126)
Proceeds from stock option exercises and other, net18
 43
Net cash provided by financing activities16
 1,515
Increase in cash and cash equivalents2,435
 4,789
Cash and cash equivalents at beginning of period2,343
 4,042
Cash and cash equivalents at end of period$4,778
 $8,831
Supplemental cash flow disclosures:   
Interest payments$110
 $98
Income tax payments, net$346
 $405
 For the six months ended
June 30,
 2018 2017
 (in millions)
Cash flows from operating activities   
Net income$684
 $1,765
Adjustments to reconcile net income to net cash provided by
operating activities:
   
Loss on business held-for-sale790
 
Net realized capital gains(82) (28)
Stock-based compensation69
 83
Depreciation218
 201
Other intangible amortization51
 36
(Benefit) provision for deferred income taxes(304) 2
Changes in operating assets and liabilities, net of effect of
businesses acquired and dispositions:
   
Receivables(619) (1,150)
Other assets(1,658) (545)
Benefits payable410
 275
Other liabilities680
 317
Unearned revenues3,252
 3,076
Other, net70
 67
Net cash provided by operating activities3,561
 4,099
Cash flows from investing activities   
Acquisitions, net of cash acquired(354) (9)
Purchases of property and equipment, net(272) (233)
Purchases of investment securities(2,624) (3,208)
Maturities of investment securities555
 649
Proceeds from sales of investment securities2,408
 1,723
Net cash used in investing activities(287) (1,078)
Cash flows from financing activities   
Receipts from contract deposits, net1,515
 2,081
Proceeds from issuance of senior notes, net
 985
Proceeds (repayment) from issuance of commercial paper, net243
 (102)
Change in book overdraft(67) (95)
Common stock repurchases(93) (1,578)
Dividends paid(126) (104)
Proceeds from stock option exercises and other43
 54
Net cash provided by financing activities1,515
 1,241
Increase in cash and cash equivalents4,789
 4,262
Cash and cash equivalents at beginning of period4,042
 3,877
Cash and cash equivalents at end of period (1)
$8,831
 $8,139
Supplemental cash flow disclosures:   
Interest payments$98
 $92
Income tax payments, net$405
 $694
(1) - Includes $779 million of cash and cash equivalents classified as held-for-sale at June 30, 2018.
See accompanying notes to condensed consolidated financial statements.




Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




1. BASIS OF PRESENTATION AND SIGNIFICANT EVENTS
The accompanying condensed consolidated financial statements are presented in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America, or GAAP, or those normally made in an Annual Report on Form 10-K. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. For further information, the reader of this Form 10-Q should refer to our Form 10-K for the year ended December 31, 2017,2018, that was filed with the Securities and Exchange Commission, or the SEC, on February 16, 2018.21, 2019. We refer to the Form 10-K as the “2017“2018 Form 10-K” in this document. References throughout this document to “we,” “us,” “our,” “Company,” and “Humana” mean Humana Inc. and its subsidiaries.
The preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed 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. Refer to Note 2 to the consolidated financial statements included in our 20172018 Form 10-K for information on accounting policies that we consider in preparing our consolidated financial statements.
The financial information has been prepared in accordance with our customary accounting practices and has not been audited. In our opinion, the information presented reflects all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature.
Acquisition of a 40% Minority Interest in Kindred’s Homecare Business and Curo Health Services

On July 2, 2018 we completed the acquisition of a 40% minority interest in the Kindred at Home Division, or Kindred at Home, of Kindred Healthcare, Inc., or Kindred, for cash consideration of approximately $850 million, including our share of transaction and related expenses. TPG Capital, or TPG, and Welsh, Carson, Anderson & Stowe, or WCAS, collectively, the Sponsors, along with us jointly created a consortium to purchase all of the outstanding and issued securities of Kindred. Immediately following the closing of that transaction, Kindred at Home and the Specialty Hospital company were separated, with the result being that the Long Term Acute Care and Rehabilitation businesses (the Specialty Hospital Company) is 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, along with the same Kindred at Home Sponsors, TPG and WCAS, collectively referred to as the "Consortium," completed the acquisition of privately-held Curo Health Services, or Curo, one of the nation'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 cash consideration of approximately $250 million.
We have entered into a shareholders agreement with the Sponsors that will provide 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 year four and ending at the end of year five following the closing.

Workforce 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 in 2017. As


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

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 liability, included in our condensed 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 June 30, 2018 was $52 million and is expected to be paid in 2018.
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."
Revenue Recognition
Our revenues include premium and service revenues. Service revenues include administrative service fees that are recorded based upon established per member per month rates and the number of members for the month and are recognized as services are provided for the month. Additionally, service revenues include net patient service revenues that are recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. For more information about our revenues, refer to Note 2 to the consolidated financial statements included in our 20172018 Form 10-K for information on accounting policies that we consider in preparing our consolidated financial statements. See Note 15 for disaggregation of revenue by segment and type.
At June 30, 2018,2019, accounts receivable related to services were $152$135 million. For the three and six months ended June 30, 2018,2019, we had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the condensed consolidated balance sheet at June 30, 2018.2019.
For the three and six months ended June 30, 2018,2019, services revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price), was not material. Further, services revenue expected to be recognized in any future year related to remaining performance obligations was not material.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSEquity Method Investment in Kindred at Home
In May 2014, the Financial Accounting Standards Board,third quarter of 2018, we, along with TPG Capital, or FASB, issued new guidanceTPG, and Welsh, Carson, Anderson & Stowe, or WCAS, completed the acquisitions of Kindred Healthcare, Inc., or Kindred, and privately-held Curo Health Services, or Curo, respectively, merging Curo with the hospice business of the Kindred at Home Division, or Kindred at Home. As part of these transactions, we acquired a 40% minority interest in Kindred at Home, a leading home health and hospice company, for total cash consideration of approximately $1.1 billion.



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

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 condensed consolidated balance sheets, with our share of income or loss reported as "Equity in net earnings of Kindred at Home" in our condensed consolidated statements of income.

We entered into a shareholders agreement with TPG and WCAS, the Sponsors, that amendsprovides for certain rights and obligations of each party. The shareholders agreement with the accounting for revenue recognition.Sponsors includes a put option under which they have the right to require us to purchase their interest in the joint venture beginning on July 2, 2021 and ending on July 1, 2022. 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 on July 2, 2022 and ending on July 1, 2023. The amendmentsput and call options, which are intended toexercisable at a fixed EBITDA multiple and provide a more robust frameworkminimum 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 $128 million and $285 million, respectively, at June 30, 2019. 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 income, net" in our condensed consolidated statements of income.
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. The Continuing Resolution bill, H.R. 195, enacted on January 22, 2018, included a one year suspension in 2019 of the health insurance industry fee, but under current law, the fee is scheduled to resume in calendar year 2020. In October 2018, we paid the federal government $1.04 billion for addressing revenue issues, improve comparabilitythe annual health insurance industry fee attributed to calendar year 2018. This fee, fixed in amount by law and apportioned to insurance carriers based on market share, was not deductible for tax purposes. Each year on January 1, except when suspended, we record a liability for this fee in trade accounts payable and accrued expenses which we carry until the fee is paid. We record a corresponding deferred cost in other current assets in our condensed consolidated financial statements which is amortized ratably to expense over the calendar year. Amortization of revenue recognition practices,the deferred cost was recorded in operating cost expense of approximately $257 million 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 98% of our consolidated external revenues$520 million for the three and six months ended June 30, 2018, are not included inrespectively, resulting from the scopeamortization 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.annual health insurance industry fee.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued new guidance related to accounting 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). TheWe adopted the new standard effective January 1, 2019, as allowed, using the modified retrospective approach. We elected the practical expedients of not reassessing whether any expired or existing contracts are or contain leases, not reassessing the lease classification for any expired or existing leases and not reassessing any initial direct costs for existing leases. In addition, we elected the practical expedient to not separate lease and nonlease components for all of our asset classes. We made a permitted accounting policy election to not apply the new guidance is effective for us beginningto leases with annual and interim periods in 2019, with earlier adoption permitted.an initial term of 12 months or less. We arerecognize those lease payments in the processcondensed consolidated statement of implementingincome on a newstraight-line basis over the lease accounting systemterm. As of January 1, 2019, the adoption of the standard resulted in recognition of right-of-use, or ROU, liabilities of approximately $470 million and expect to record significant leasedROU assets of $436 million, which equals the ROU liabilities net of accrued rent and corresponding lease obligations based on our existing population of individual leases. We doincentives. The standard does not expect a material impact onmaterially affect our results of operations, or cash flows.flows and liquidity. See Note 8 for further information.

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 January




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


1, 2020. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies 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 securitized financial assets. The
new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses
on available-for-saleavailable 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-saleavailable for sale debt securities. We are in the process of identifying and analyzing financial assets measured at amortized cost balances that are in scope of the new CECL model. 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. We do not expect adoption of thisThis guidance will have a material impact on our results of operations, financial condition and 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
Sale of Closed Block of Commercial Long-Term Care Insurance Business

In the third quarter of 2018, we expect to completecompleted 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, includesincluded our closed block of non-strategic commercial long-term care policies. Upon closing, we expect to fundfunded the transaction with approximately $200$190 million of parent company cash contributed into KMG, subject to customary adjustments, in addition to the transfer of approximately $150$160 million of statutory capital with the sale.
In connection with the expected sale of KMG, we recognized a pretax loss, including transaction costs, of $790$786 million which is reported as loss on business held-for-saleand a corresponding $452 million income tax benefit.  
Also, in the accompanying condensed consolidated statementsthird quarter of income for the three and six months ended June 30, 2018. We recorded a deferred tax benefit of $430 million from the loss which is included in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2018.
During the three months ended June 30, 2018, 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 $230$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.
As of June 30, 2018, we classified KMG as held-for-sale and aggregated KMG's assets and liabilities separately on the balance sheet. With the carrying value of KMG’s net assets exceeding the fair value less cost to sell, the resulting net loss of $360 million was recognized during the second quarter of 2018, reflecting considerations for costs to sell, changes in the carrying value of net assets and the related tax effect.
KMG revenues for the three and six months ended June 30, 2018 were $93 million and $172 million, respectively. KMG pretax income for the three and six months ended June 30, 2018 were $35 million and $53 million, respectively.









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


The assets
Other Acquisitions and liabilitiesDivestitures
In the first quarter of KMG that were classified as held-for-sale are as follows:
 June 30, 2018
Assets(in millions)
Cash and cash equivalents$779
Receivables, net2
Investment securities1,574
Other assets1,112
Total assets held-for-sale$3,467
Liabilities 
Benefits payable58
Trade accounts payable and accrued expenses69
Future policy benefits payable2,567
Total liabilities held-for-sale$2,694
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. This resulted in a preliminary purchase price allocation to goodwill of $479$483 million, other intangible assets of $80 million, and net tangible assets of $27$24 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 8 years. Goodwill and other intangible assets are amortizable as deductible expenses for tax purposes.
On April 10,In the second quarter of 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 servingserves 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 $135$133 million, other intangible assets of $38 million and net tangible assets of $17$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 4.9 years. The purchase price allocations for MCCI and FPG are preliminary, subject to completion of valuation analysis, including for example, refining assumptions used to calculate the fair value of intangible assets.final.
During 2019 and 2018, and 2017, we also acquired other health and wellness related businesses which, individually or in the aggregate, have not had a material impact on our results of operations, financial condition, or cash flows. The results of operations and financial condition of these businesses 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 20182019 and 20172018 were not material to our results of operations. The pro forma financial information assuming the acquisitions had occurred as of the beginning of the calendar year prior to the year of acquisition, as well as the revenues and earnings generated during the year of acquisition, were not material for disclosure purposes.




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


4. INVESTMENT SECURITIES
Investment securities classified as current and long-term were as follows at June 30, 20182019 and December 31, 2017,2018, respectively:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 (in millions)
June 30, 2019       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations$370
 $2
 $
 $372
Mortgage-backed securities3,459
 69
 (8) 3,520
Tax-exempt municipal securities1,632
 28
 (1) 1,659
Mortgage-backed securities:       
Residential1
 
 
 1
Commercial621
 17
 
 638
Asset-backed securities1,037
 2
 (3) 1,036
Corporate debt securities3,125
 56
 (5) 3,176
Total debt securities$10,245
 $174
 $(17) $10,402
        
December 31, 2018       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations$419
 $1
 $(3) $417
Mortgage-backed securities2,595
 3
 (54) 2,544
Tax-exempt municipal securities2,805
 3
 (37) 2,771
Mortgage-backed securities:       
Residential55
 
 
 55
Commercial537
 
 (14) 523
Asset-backed securities991
 1
 (7) 985
Corporate debt securities3,239
 1
 (98) 3,142
Total debt securities$10,641
 $9
 $(213) $10,437

 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 (in millions)
June 30, 2018       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations$631
 $
 $(4) $627
Mortgage-backed securities2,327
 
 (69) 2,258
Tax-exempt municipal securities3,045
 3
 (49) 2,999
Mortgage-backed securities:       
Residential17
 
 
 17
Commercial533
 
 (16) 517
Asset-backed securities574
 1
 (2) 573
Corporate debt securities2,946
 2
 (96) 2,852
Total debt securities$10,073
 $6
 $(236) $9,843
        
December 31, 2017       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations$532
 $1
 $(2) $531
Mortgage-backed securities1,625
 4
 (19) 1,610
Tax-exempt municipal securities3,884
 33
 (28) 3,889
Mortgage-backed securities:       
Residential26
 
 
 26
Commercial455
 3
 (2) 456
Asset-backed securities407
 1
 
 408
Corporate debt securities5,175
 244
 (37) 5,382
Total debt securities$12,104
 $286
 $(88) $12,302




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


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 June 30, 20182019 and December 31, 2017,2018, 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)
June 30, 2019           
U.S. Treasury and other U.S.
government corporations
and agencies:
           
U.S. Treasury and agency
obligations
$34
 $
 $71
 $
 $105
 $
Mortgage-backed
securities
38
 
 546
 (8) 584
 (8)
Tax-exempt municipal
securities

 
 294
 (1) 294
 (1)
Mortgage-backed securities:           
Residential
 
 1
 
 1
 
Commercial
 
 70
 
 70
 
Asset-backed securities308
 (1) 452
 (2) 760
 (3)
Corporate debt securities9
 (1) 552
 (4) 561
 (5)
Total debt securities$389
 $(2) $1,986
 $(15) $2,375
 $(17)
            
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
securities
956
 (16) 1,019
 (38) 1,975
 (54)
Tax-exempt municipal
securities
809
 (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)
 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)
June 30, 2018           
U.S. Treasury and other U.S.
government corporations
and agencies:
           
U.S. Treasury and agency
obligations
$437
 $(2) $114
 $(2) $551
 $(4)
Mortgage-backed
securities
1,596
 (40) 583
 (29) 2,179
 (69)
Tax-exempt municipal
securities
2,245
 (34) 456
 (15) 2,701
 (49)
Mortgage-backed securities:           
Residential16
 
 1
 
 17
 
Commercial457
 (14) 27
 (2) 484
 (16)
Asset-backed securities334
 (2) 4
 
 338
 (2)
Corporate debt securities2,037
 (62) 533
 (34) 2,570
 (96)
Total debt securities$7,122
 $(154) $1,718
 $(82) $8,840
 $(236)
            
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
securities
581
 (2) 672
 (17) 1,253
 (19)
Tax-exempt municipal
securities
1,590
 (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%96% of our debt securities were investment-grade quality, with a weighted average credit rating of AA+AA by Standard & Poor's Rating Service, or S&P, at June 30, 2018.2019. Most of the debt securities that were below investment-grade were rated BB, the higher end of the below investment-grade rating scale. Tax-exempt municipal securities were diversified among general obligation bonds of states and local municipalities in the United States as well as special revenue bonds issued by municipalities to finance specific public works projects such as utilities, water and sewer, transportation, or education. Our general obligation bonds are diversified across the United States with no individual state exceeding 9%. In addition, 2% of our tax-exempt securities were insured by bond insurers and had an




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


equivalent weighted average S&P credit rating of AA exclusive of the bond insurers’ guarantee.individual state exceeding 16%. Our investment policy limits investments in a single issuer and requires diversification among various asset types.
Our unrealized losses from all securities were generated from approximately 1,180330 positions out of a total of approximately 1,4801,460 positions at June 30, 2018.2019. All issuers of securities we own that were trading at an unrealized loss at June 30, 20182019 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 since the time the securities were purchased. At June 30, 2018,2019, 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 June 30, 2018.2019.
The detail of realized gains (losses) related to investment securities and included within investment income was as follows for the three and six months ended June 30, 20182019 and 2017:2018:
 Three months ended
June 30,
Six months ended
June 30,
 2019 20182019 2018
 (in millions)
Gross realized gains$8
 $63
$18
 $94
Gross realized losses(1) (10)(13) (12)
Net realized capital (losses) gains$7
 $53
$5

$82
 Three months ended
June 30,
 Six months ended
June 30,
 2018 2017 2018 2017
 (in millions)
Gross realized gains$63
 $4
 $94
 $31
Gross realized losses(10) (2) (12) (3)
Net realized capital gains$53
 $2

$82

$28

There were no material other-than-temporary impairments for the three and six months ended June 30, 20182019 or 2017.2018.
The contractual maturities of debt securities available for sale at June 30, 2018,2019, regardless of their balance sheet classification, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 Amortized
Cost
 Fair
Value
 (in millions)
Due within one year$628
 $628
Due after one year through five years2,332
 2,357
Due after five years through ten years1,694
 1,734
Due after ten years473
 488
Mortgage and asset-backed securities5,118
 5,195
Total debt securities$10,245
 $10,402

 Amortized
Cost
 Fair
Value
 (in millions)
Due within one year$722
 $720
Due after one year through five years3,016
 2,964
Due after five years through ten years2,100
 2,022
Due after ten years784
 772
Mortgage and asset-backed securities3,451
 3,365
Total debt securities$10,073
 $9,843




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


5. FAIR VALUE
Financial Assets
The following table summarizes our fair value measurements at June 30, 20182019 and December 31, 2017,2018, respectively, for financial assets measured at fair value on a recurring basis:
 Fair Value Measurements Using
 Fair
Value
 Quoted Prices
in Active
Markets
(Level 1)
 Other
Observable
Inputs
(Level 2)
 Unobservable
Inputs
(Level 3)
 (in millions)
June 30, 2019       
Cash equivalents$4,553
 $4,553
 $
 $
Debt securities:       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations372
 
 372
 
Mortgage-backed securities3,520
 
 3,520
 
Tax-exempt municipal securities1,659
 
 1,659
 
Mortgage-backed securities:       
Residential1
 
 1
 
Commercial638
 
 638
 
Asset-backed securities1,036
 
 1,036
 
Corporate debt securities3,176
 
 3,176
 
Total debt securities10,402
 
 10,402
 
Total invested assets$14,955
 $4,553
 $10,402
 $
        
December 31, 2018       
Cash equivalents$2,024
 $2,024
 $
 $
Debt securities:       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations417
 
 417
 
Mortgage-backed securities2,544
 
 2,544
 
Tax-exempt municipal securities2,771
 
 2,771
 
Mortgage-backed securities:       
Residential55
 
 55
 
Commercial523
 
 523
 
Asset-backed securities985
 
 985
 
Corporate debt securities3,142
 
 3,142
 
Total debt securities10,437
 
 10,437
 
Total invested assets$12,461
 $2,024
 $10,437
 $

 Fair Value Measurements Using
 Fair
Value
 Quoted Prices
in Active
Markets
(Level 1)
 Other
Observable
Inputs
(Level 2)
 Unobservable
Inputs
(Level 3)
 (in millions)
June 30, 2018       
Cash equivalents$6,279
 $6,279
 $
 $
Debt securities:       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations627
 
 627
 
Mortgage-backed securities2,258
 
 2,258
 
Tax-exempt municipal securities2,999
 
 2,999
 
Mortgage-backed securities:       
Residential17
 
 17
 
Commercial517
 
 517
 
Asset-backed securities573
 
 573
 
Corporate debt securities2,852
 
 2,852
 
Total debt securities9,843
 
 9,843
 
Total invested assets$16,122
 $6,279
 $9,843
 $
        
December 31, 2017       
Cash equivalents$4,564
 $4,564
 $
 $
Debt securities:       
U.S. Treasury and other U.S. government
corporations and agencies:
       
U.S. Treasury and agency obligations531
 
 531
 
Mortgage-backed securities1,610
 
 1,610
 
Tax-exempt municipal securities3,889
 
 3,889
 
Mortgage-backed securities:       
Residential26
 
 26
 
Commercial456
 
 456
 
Asset-backed securities408
 
 408
 
Corporate debt securities5,382
 
 5,381
 1
Total debt securities12,302
 
 12,301
 1
Total invested assets$16,866
 $4,564
 $12,301
 $1





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

There were no material transfers between Level 1 and Level 2 during the three and six months ended June 30, 2018 or 2017. The table above excludes both assets held-for-sale and liabilities held-for-sale, which have been adjusted to fair value, less cost to sell, as a disposal group. See Note 3 for additional disclosures about assets and liabilities held-for-sale at June 30, 2018.
Financial Liabilities
Our debt is recorded at carrying value in our consolidated balance sheets. The carrying value of our senior notes debt outstanding, net of unamortized debt issuance costs, was $4,773$4,776 million at June 30, 20182019 and $4,770$4,774 million at December 31, 2017.2018. The fair value of our senior notes debt was $4,909$5,115 million at June 30, 20182019 and $5,191 million at December 31, 2017.2018. The fair value of our long-term 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. There wereThe term loan outstanding and commercial paper borrowings of $398were $950 million as of June 30, 20182019 and $150$1,295 million as of December 31, 2017.2018.

Other Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
As disclosed in Note 3, we acquired MCCI and FPG and other health and wellness related businesses during 2018 and 2017.2018. 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 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, and the put option liability and call option asset associated with our investment in Kindred at Home as detailed in Note 1, there were no other material assets or liabilities measured at fair value on a recurring or nonrecurring basis during 20182019 or 2017.2018.


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

6. MEDICARE PART D
We cover prescription drug benefits in accordance with Medicare Part D under multiple contracts with the Centers for Medicare and Medicaid Services, or CMS, as described further in Note 2 to the consolidated financial statements included in our 20172018 Form 10-K. The accompanying condensed consolidated balance sheets include the following amounts associated with Medicare Part D at June 30, 20182019 and December 31, 2017.2018. 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.
 June 30, 2019 December 31, 2018
Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 (in millions)
Other current assets$11
 $388
 $15
 $172
Trade accounts payable and accrued expenses(48) (1,259) (103) (503)
Net current liability(37) (871) (88) (331)
Other long-term assets26
 
 7
 
Other long-term liabilities(137) 
 (89) 
Net long-term liability(111) 
 (82) 
Total net liability$(148) $(871) $(170) $(331)

 June 30, 2018 December 31, 2017
Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 Risk
Corridor
Settlement
 CMS
Subsidies/
Discounts
 (in millions)
Other current assets$6
 $42
 $4
 $101
Trade accounts payable and accrued expenses(232) (2,588) (255) (1,085)
Net current liability(226) (2,546) (251) (984)
Other long-term assets64
 
 
 
Other long-term liabilities(87) 
 (28) 
Net long-term liability(23) 
 (28) 
Total net liability$(249) $(2,546) $(279) $(984)

7. 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) established risk spreading premium stabilization programs effective January 1, 2014, including a permanent risk adjustment program and temporary risk corridor and reinsurance programs, which we collectively refer to as the 3Rs. The 3Rs, applicable to certain of our commercial medical insurance products, are further discussed in Note 2 to our 2017 Form 10-K. The temporary programs were only applicable for years 2014 through 2016. As a result of our exit from our individual commercial medical business effective January 1, 2018, the permanent risk adjustment program is currently only applicable to our commercial small group health insurance 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 federal government of approximately $611 million in payments under the risk corridor premium stabilization program established under the Health Care Reform Law, for years 2014, 2015 and 2016. Our case has been stayed by the Court, pending resolution of similar cases filed by other insurers.



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


The accompanying condensed consolidated balance sheets include the following amounts associated with the 3Rs at June 30, 2018 and December 31, 2017.
 June 30, 2018 December 31, 2017
 Risk Adjustment
Settlement
 Reinsurance
Recoverables
 Risk Adjustment
Settlement
 Reinsurance
Recoverables
 (in millions)
Premiums receivable$65  $
 $62  $
Other current assets  
   44
Trade accounts payable and
accrued expenses
(103) 
 (80) 
Other long-term assets1  
 5  
Other long-term liabilities(27) 
   
Total net (liability) asset$(64) $
 $(13) $44
Net collections under the 3Rs were $46 million during the six months ended June 30, 2018 and were $64 million during the six months ended June 30, 2017.
In September 2018, we expect to pay the federal government approximately $1.04 billion for our portion of the annual health insurance industry fee attributed to calendar year 2018 in accordance with the Health Care Reform Law. This fee, fixed in amount by law and apportioned to insurance carriers based on market share, is not deductible for tax purposes. Each year on January 1, except for 2017 when the fee was suspended, we record a liability for this fee in trade accounts payable and accrued expenses which we carry until the fee is paid. We record a corresponding deferred cost in other current assets in our condensed consolidated financial statements which is amortized ratably to expense over the calendar year. Amortization of the deferred cost was recorded in operating cost expense of approximately $257 million and $520 million for the three and six months ended June 30, 2018, resulting from the amortization of the 2018 annual health insurance industry fee. The annual health insurance industry fee was suspended for calendar year 2017, and is also, under current law, suspended for calendar year 2019.
8.7. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill for our reportable segments for the six months ended June 30, 20182019 were as follows:
 Retail Group and Specialty Healthcare
Services
 Total
 (in millions)
Balance at January 1, 2019$1,535
 $261
 $2,101
 $3,897
Acquisitions
 
 25
 25
Balance at June 30, 2019$1,535
 $261
 $2,126
 $3,922
 Retail Group and Specialty Healthcare
Services
 Total
 (in millions)
Balance at January 1, 2018$1,059
 $261
 $1,961
 $3,281
Acquisitions476
 
 138
 614
Balance at June 30, 2018$1,535
 $261
 $2,099
 $3,895


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


The following table presents details of our other intangible assets included in other long-term assets in the accompanying condensed consolidated balance sheets at June 30, 20182019 and December 31, 2017.2018.
   June 30, 2019 December 31, 2018
 Weighted
Average
Life
 Cost Accumulated
Amortization
 Net Cost Accumulated
Amortization
 Net
   ($ in millions)
Other intangible assets:             
Customer contracts/
relationships
8.7 years $647
 $465
 $182
 $646
 $434
 $212
Trade names and
technology
6.4 years 84
 84
 
 84
 83
 1
Provider contracts11.8 years 69
 41
 28
 68
 37
 31
Noncompetes and
other
7.3 years 29
 28
 1
 29
 28
 1
Total other intangible
assets
8.7 years $829
 $618
 $211
 $827
 $582
 $245
   June 30, 2018 December 31, 2017
 Weighted
Average
Life
 Cost Accumulated
Amortization
 Net Cost Accumulated
Amortization
 Net
   ($ in millions)
Other intangible assets:             
Customer contracts/
relationships
8.7 years $646
 $404
 $242
 $566
 $401
 $165
Trade names and
technology
6.4 years 84
 80
 4
 104
 84
 20
Provider contracts11.9 years 68
 34
 34
 68
 30
 38
Noncompetes and
other
8.1 years 34
 30
 4
 32
 29
 3
Total other intangible
assets
8.7 years $832
 $548
 $284
 $770
 $544
 $226

Amortization expense for other intangible assets was approximately $18 million for the three months ended June 30, 2019 and $21 million for the three months ended June 30, 2018 and $18 million for the three months ended June 30, 2017.2018. For the six months ended June 30, 20182019 and 2017,2018, amortization expense for other intangible assets was approximately $51$36 million and $36$51 million, respectively. Amortization expense for the six months ended June 30, 2018 included $12 million associated with the write-off of a trade name value reflecting the re-branding of certain provider assets. The following table presents our estimate of amortization expense remaining for 20182019 and each of the five next succeeding years:
 (in millions)
For the years ending December 31, 
2019$34
202067
202134
202231
202318
202411

 (in millions)
For the years ending December 31, 
2018$91
201972
202069
202136
202226
202316




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


8. LEASES
2019
We determine if a contract contains a lease by evaluating the nature and substance of the agreement. We lease facilities, computer hardware, and other furniture and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For new lease agreements, we combine lease and nonlease components for all of our asset classes. See Note 2 for further information.

When portions of the lease payments are not fixed or depend on an index or rate, we consider those payments to be variable in nature. These include, but are not limited to, common area maintenance, taxes and insurance. Variable lease payments are recorded in the period in which the obligation for the payment is incurred.

Most leases include options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

At June 30, 2019, $406 million of operating ROU assets are included within other long-term assets in our condensed consolidated balance sheet. Additionally, at June 30, 2019, $121 million and $324 million of operating ROU lease liabilities are included within trade accounts payable and accrued expenses and other long-term liabilities, respectively, in our condensed consolidated balance sheet based on the remaining lease term.

For the three and six months ended June 30, 2019, total fixed operating lease costs, excluding short-term lease costs, were $39 million and $78 million, respectively, and are included within operating costs in our condensed consolidated statement of income. Short-term lease costs were not material. In addition, for the three and six months ended June 30, 2019, total variable operating lease costs were $19 million and $35 million, respectively and are included within operating costs in our condensed consolidated statement of income. We sublease facilities or partial facilities to third party tenants for space not used in our operations. For the three and six months ended June 30, 2019, sublease rental income was $10 million and $19 million, respectively, and is included within operating costs in our condensed consolidated statement of income.

The weighted average remaining lease term is 4.8 years with a weighted average discount rate of 4.3% at June 30, 2019. For the six months ended June 30, 2019, cash paid for amounts included in the measurement of lease liabilities included within our operating cash flows was $75 million.

Maturity of Lease Liabilities June 30, 2019
  (in millions)
2019 (excluding the six months ended June 30, 2019) $72
2020 122
2021 103
2022 84
2023 39
After 2023 74
Total lease payments 494
Less: Interest 49
Present value of ROU lease liabilities $445




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

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, as adjusted for collateralized borrowings, based on the information available at date of adoption or commencement date in determining the present value of lease payments.
For the year ended 2018, under prior lease disclosure requirements
We lease facilities, computer hardware, and other furniture and equipment under long-term operating leases that are non-cancelable and expire on various dates through 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, 2018, 2017 and 2016:

 2018 2017 2016
 (in millions)
Rent expense$167
 $204
 $179
Sublease rental income(32) (33) (26)
Net rent expense$135
 $171
 $153



Future annual minimum payments due subsequent to December 31, 2018 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
 (in millions)
For the years ending December 31,:     
2019$147
 $(13) $134
2020113
 (12) 101
202196
 (10) 86
202279
 (9) 70
202334
 (9) 25
Thereafter50
 (23) 27
Total$519
 $(76) $443




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

9. BENEFITS PAYABLE
On a consolidated basis, activity in benefits payable, excluding military services, was as follows for the six months ended June 30, 20182019 and 2017:2018:
  For the six months ended June 30,
  2019 2018
  (in millions)
Balances, beginning of period $4,862
 $4,668
Less: Reinsurance recoverables (95) (70)
Balances, beginning of period, net 4,767
 4,598
Incurred related to:    
Current year 27,086
 23,543
Prior years (275) (338)
Total incurred 26,811
 23,205
Paid related to:    
Current year (21,700) (18,914)
Prior years (4,108) (3,897)
Total paid (25,808) (22,811)
Reinsurance recoverable 72
 86
Less: Held-for-sale 
 (58)
Balances, end of period $5,842
 $5,020
  For the six months ended June 30,
  2018 2017
  (in millions)
Balances, beginning of period $4,668
 $4,563
Less: Reinsurance recoverables (70) (76)
Balances, beginning of period, net 4,598
 4,487
Incurred related to:    
Current year 23,543
 22,576
Prior years (338) (345)
Total incurred 23,205
 22,231
Paid related to:    
Current year (18,914) (18,332)
Prior years (3,897) (3,626)
Total paid (22,811) (21,958)
Reinsurance recoverable 86
 78
Less: Held-for-sale (58) 
Balances, end of period $5,020
 $4,838

Amounts incurred related to prior periods vary from previously estimated liabilities as the claims ultimately are settled. Negative amounts reported for incurred related to prior years result from claims being ultimately settled for amounts less than originally estimated (favorable development).
Our reserving practice is to consistently recognize the actuarial best estimate of our ultimate liability for claims. Actuarial standards require the use of assumptions based on moderately adverse experience, which generally results in favorable reserve development, or reserves that are considered redundant.
Benefits expense excluded from the previous table related to our long duration policies was as follows for the six months ended June 30, 20182019 and 2017.2018. The Other Businesses category was related to our closed-block of commercial long-term care insurance policies, which were sold in 2018. We also exited our Individual Commercial business beginning January 1, 2018.
 For the six months ended June 30, For the six months ended June 30,
 2018 2017 2019 2018
 (in millions) (in millions)
Future policy benefits:        
Individual Commercial $(14) $(36) $
 $(14)
Other Businesses 15
 20
 
 15
Total future policy benefits $1
 $(16) $
 $1









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



Incurred and Paid Claims Development
The following discussion provides information about incurred and paid claims development for our Retail and Group and Specialty and Individual Commercial segments as of June 30, 20182019 and 2017,2018, net of reinsurance, and the total estimate of benefits payable for claims incurred but not reported, or IBNR, included within the net incurred claims amounts. Our Individual Commercial segment incurred claims development was favorable by $55 million for the six months ended June 30, 2018.
Retail Segment
Activity in benefits payable for our Retail segment was as follows for the six months ended June 30, 20182019 and 2017:2018:
  For the six months ended June 30,
  2019 2018
  (in millions)
Balances, beginning of period $4,338
 $3,963
Less: Reinsurance recoverables (95) (70)
Balances, beginning of period, net 4,243
 3,893
Incurred related to:    
Current year 24,657
 21,069
Prior years (311) (247)
Total incurred 24,346
 20,822
Paid related to:    
Current year (19,826) (17,061)
Prior years (3,592) (3,327)
Total paid (23,418) (20,388)
Reinsurance recoverable 72
 86
Balances, end of period $5,243
 $4,413
  For the six months ended June 30,
  2018 2017
  (in millions)
Balances, beginning of period $3,963
 $3,507
Less: Reinsurance recoverables (70) (76)
Balances, beginning of period, net 3,893
 3,431
Incurred related to:    
Current year 21,069
 20,010
Prior years (247) (287)
Total incurred 20,822
 19,723
Paid related to:    
Current year (17,061) (16,385)
Prior years (3,327) (2,707)
Total paid (20,388) (19,092)
Reinsurance recoverable 86
 78
Balances, end of period $4,413
 $4,140

At June 30, 2018,2019, benefits payable for our Retail segment included IBNR of approximately $2.9$3.2 billion, primarily associated with claims incurred in 2018.2019.
























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



Group and Specialty Segment
Activity in benefits payable for our Group and Specialty segment, excluding military services, was as follows for the six months ended June 30, 20182019 and 2017:2018:
  For the six months ended June 30,
  2019 2018
  (in millions)
Balances, beginning of period $517
 $568
Incurred related to:    
Current year 2,693
 2,665
Prior years 36
 (34)
Total incurred 2,729
 2,631
Paid related to:    
Current year (2,131) (2,094)
Prior years (516) (496)
Total paid (2,647) (2,590)
Balances, end of period $599
 $609
  For the six months ended June 30,
  2018 2017
  (in millions)
Balances, beginning of period $568
 $578
Incurred related to:    
Current year 2,665
 2,629
Prior years (34) (31)
Total incurred 2,631
 2,598
Paid related to:    
Current year (2,094) (2,117)
Prior years (496) (518)
Total paid (2,590) (2,635)
Balances, end of period $609
 $541

At June 30, 2018,2019, benefits payable for our Group and Specialty segment included IBNR of approximately $530$505 million, primarily associated with claims incurred in 2018.2019.

Individual Commercial Segment
Activity in benefits payable for our Individual Commercial segment was as follows for the six months ended June 30, 2018 and 2017:
  For the six months ended June 30,
  2018 2017
  (in millions)
Balances, beginning of period $101
 $454
Incurred related to:    
Current year 
 304
Prior years (55) (26)
Total incurred (55) 278
Paid related to:    
Current year 
 (223)
Prior years (31) (378)
Total paid (31) (601)
Balance, end of period $15
 $131

At June 30, 2018, benefits payable for our Individual Commercial segment included IBNR of approximately $6 million, associated with claims incurred in 2017 and prior.



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




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:
 Reconciliation of the Disclosure of Incurred and Paid Claims Development to Benefits Payable, net of reinsurance
 
  June 30,
  2019
 Net outstanding liabilities(in millions)
 Retail$5,171
 Group and Specialty599
     Benefits payable, net of reinsurance5,770
   
 Reinsurance recoverable on unpaid claims 
 Retail72
      Total benefits payable, gross$5,842



Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
 Reconciliation of the Disclosure of Incurred and Paid Claims Development to Benefits Payable, net of reinsurance
 
  June 30,
  2018
 Net outstanding liabilities 
 Retail$4,327
 Group and Specialty609
 Individual Commercial15
 Other Businesses41
     Benefits payable, net of reinsurance4,992
   
 Reinsurance recoverable on unpaid claims 
 Retail86
      Total reinsurance recoverable on unpaid claims86
 Held-for-sale(58)
      Total benefits payable, gross$5,020

10. EARNINGS PER COMMON SHARE COMPUTATION
Detail supporting the computation of basic and diluted earnings per common share was as follows for the three and six months ended June 30, 20182019 and 2017:2018:
 Three months ended June 30, Six months ended June 30,
 2019 2018 2019 2018
 (dollars in millions, except per common share results; number of shares in thousands)
Net income available for common stockholders$940
 $193
 $1,506
 $684
Weighted average outstanding shares of common stock
used to compute basic earnings per common share
135,063
 137,763
 135,223
 137,833
Dilutive effect of:       
Employee stock options67
 197
 98
 205
Restricted stock449
 616
 449
 665
Shares used to compute diluted earnings per common share135,579
 138,576
 135,770
 138,703
Basic earnings per common share$6.96
 $1.40
 $11.14
 $4.96
Diluted earnings per common share$6.94
 $1.39
 $11.10
 $4.93
Number of antidilutive stock options and restricted stock
excluded from computation
761
 171
 732
 408

 Three months ended June 30, Six months ended June 30,
 2018 2017 2018 2017
 (dollars in millions, except per common share results; number of shares in thousands)
Net income available for common stockholders$193
 $650
 $684
 $1,765
Weighted average outstanding shares of common stock
used to compute basic earnings per common share
137,763
 144,600
 137,833
 146,212
Dilutive effect of:       
Employee stock options197
 158
 205
 179
Restricted stock616
 876
 665
 862
Shares used to compute diluted earnings per common share138,576
 145,634
 138,703
 147,253
Basic earnings per common share$1.40
 $4.49
 $4.96
 $12.07
Diluted earnings per common share$1.39
 $4.46
 $4.93
 $11.98
Number of antidilutive stock options and restricted stock
excluded from computation
171
 449
 408
 693


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

11. STOCKHOLDERS’ EQUITY
Dividends
The following table provides details of dividend payments, excluding dividend equivalent rights for unvested stock awards, in 20172018 and 20182019 under our Board approved quarterly cash dividend policy:
Record
Date
 Payment
Date
 Amount
per Share
 Total
Amount
      (in millions)
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
2019 payments      
12/31/2018 1/25/2019 $0.50
 $68
3/29/2019 4/26/2019 $0.55
 $74
6/28/2019 7/26/2019 $0.55
 $74

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

Stock Repurchases
On December 14, 2017, ourOur Board of Directors authorizedmay authorize the repurchase of up to $3.0 billionpurchase of our common shares expiring on December 31, 2020, exclusive of shares repurchased in connection with employee stock plans.shares. Under the share repurchase authorization, shares may be purchased from time to time at prevailing prices in the open market, by block purchases, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or in


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

privately-negotiated transactions, including pursuant to accelerated share repurchase agreements with investment banks, subject to certain regulatory restrictions on volume, pricing, and timing.
On December 21,14, 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.
On November 28, 2018, we entered into an accelerated stock repurchase agreement, or ASR, the December 2017November 2018 ASR, with Bank of America, N.A., or BofA,Goldman Sachs to repurchase $1.0 billion$750 million of our common stock as part of the $3.0 billion share repurchase authorization from ourprogram authorized by the Board of Directors.Directors on December 14, 2017. On December 22, 2017,November 29, 2018, we made a payment of $1.0 billion$750 million to BofAGoldman Sachs from available cash on hand and received an initial delivery of 3.281.94 million shares of our common stock from BofA based on the then current market price of Humana common stock.Goldman Sachs. The payment to BofAGoldman Sachs was recorded as a reduction to stockholders’ equity, consisting of an $800a $600 million increase in treasury stock, which reflects the value of the initial 3.281.94 million shares received upon initial settlement, and a $200$150 million decrease in capital in excess of par value, which reflected the value of stock held back by BofAGoldman Sachs pending final settlement of the December 2017November 2018 ASR. Upon final settlement of the November 2018 ASR on March 26, 2018,February 28, 2019, we received an additional 0.460.6 million shares as determined by the average daily volume weighted-averageweighted-averages share price of our common stock during the term of the ASR Agreementagreement of $267.55,$295.15, bringing the total shares received under this program to 3.742.54 million. In addition, upon settlement we reclassified the $200$150 million value of stock initially held back by BofAGoldman Sachs from capital in excess of par value to treasury stock.


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ExcludingOn July 30, 2019, the 0.46 million shares received in March 2018 upon final settlementBoard of Directors replaced a previous share repurchase authorization of up to $3 billion (of which approximately $1.03 billion remained unused) with a new authorization for repurchases of up to $3 billion of our ASR Agreement for which no cash was paid during the period, as well as any prior year ASR activity, share repurchases were as follows during the six months endedcommon shares exclusive of shares repurchased in connection with employee stock plans, expiring on June 30, 2018 and 2017:
    Six months ended June 30,
    2018 2017
Authorization Date Purchase Not to Exceed Shares Cost Shares Cost
  (in millions)
February 2017 $2,250
 
 $
 
 $
December 2017 $3,000
 0.08
 24
 
 
Total repurchases   0.08
 $24
 
 $
Our remaining repurchase authorization was approximately $2 billion as of August 1, 2018.2022.
In connection with employee stock plans, we acquired 0.2534 thousand common shares for $10 million and 0.3 million common shares for $69 million and 0.37 million common shares for $78 million during the six months ended June 30, 20182019 and 2017,2018, respectively.
Treasury Stock Reissuance
We reissued 0.850.13 million shares of treasury stock during the six months ended June 30, 20182019 at a cost of $89$15 million associated with restricted stock unit vestings and option exercises.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income included net unrealized gains, net of tax, on our investment securities of $112 million at June 30, 2019 and net unrealized losses, net of tax, on our investment securities of $176 million at June 30, 2018 and net unrealized gains, net of tax, on our investment securities of $125$159 million at December 31, 2017. In addition, accumulated other comprehensive income included $106 million, net of tax, at December 31, 2017 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. Refer to Note 18 to the consolidated financial statements in our 2017 Form 10-K for further discussion of our long-term care insurance policies.2018.
12. INCOME TAXES
The effective income tax rate was 24.3% for the six months ended June 30, 2019 compared to 5.8% for the six months ended June 30, 2018, primarily due to the impact of the suspension of the non-deductible health insurance industry fee in 2019 as well as the deferred tax benefit recognized in 2018 from the loss on sale of KMG. The effective income tax rate was 24.2% for the three months ended June 30, 2019. The effective income tax rate for the three months ended June 30, 2018 reflects a $430 million deferred tax benefit recorded during the three months ended June 30, 2018, resulting from the loss on the expected sale of KMG attributable to its original tax basis and subsequent capital contributions to fund accumulated losses. See Note 3 for information on the expected sale of KMG. The effective income tax rate was 5.8% for the six months ended June 30, 2018, compared to 35.4% for the six months ended June 30, 2017, primarily due to the deferred tax benefit recognized from the loss on the expected sale of KMG and tax reform law enacted on December 22, 2017 (the "Tax Reform Law"), which was partially offset by the impact of the reinstatement of the non-deductible health insurance industry fee in 2018. The income tax rate for the six months ended June 30, 2017 included previously non-deductible transaction costs that, as a result of the termination of the Merger Agreement, became deductible for tax purposes. The Tax Reform Law reduced the statutory federal corporate income tax rate to 21 percent from 35 percent, beginning in 2018. The accounting for certain income tax effects of the Tax Reform Law is provisional. Revisions to prior estimates are recorded as additional analysis is completed using information available at each measurement date during 2018, with adjustments to the income tax provision recorded as new information becomes known. Revisions to our prior estimates for the income tax effects of the Tax Reform Law decreased our tax expense for the six months ended June 30, 2018 by $12.7 million.




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13.  DEBT
The carrying value of long-term debt outstanding, net of unamortized debt issuance costs, was as follows at June 30, 20182019 and December 31, 20172018:
 June 30, 2019 December 31, 2018
 (in millions)
Short-term debt:   
Commercial paper$300
 $645
Term note650
 650
Senior note:
  
$400 million, 2.625% due October 1, 2019399
 399
Total short-term debt$1,349
 $1,694
    
Long-term debt:   
Senior notes:   
  $400 million, 2.50% due December 15, 2020$399
 $398
  $400 million, 2.90% due December 15, 2022397
 396
  $600 million, 3.15% due December 1, 2022597
 596
  $600 million, 3.85% due October 1, 2024597
 597
  $600 million, 3.95% due March 15, 2027595
 594
  $250 million, 8.15% due June 15, 2038262
 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, 2047395
 396
     Total long-term debt$4,377
 $4,375

 June 30, 2018 December 31, 2017
 (in millions)
Senior notes:   
  $400 million, 2.625% due October 1, 2019$399
 $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, 2024596
 595
  $600 million, 3.95% due March 15, 2027595
 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, 2047395
 396
     Total long-term debt$4,773
 $4,770
Senior Notes

In March 2017, we issued $600 million of 3.95% senior notes due March 15, 2027 and $400 million of 4.80% senior notes due March 15, 2047. Our net proceeds, reduced for the underwriters' discount and commission and offering expenses paid as of March 31, 2017, were $991 million.
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 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 contain a change of control provision that may require us to purchase the notes under certain circumstances.
Credit Agreement
Our 5-year, $2.0 billion unsecured revolving credit agreement expires 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 110.0 basis points, varies depending on our credit ratings ranging from 91.0 to 150.0 basis points. We also pay an annual facility fee regardless of utilization. This facility fee, currently 15.0 basis points, may fluctuate between 9.0 and 25.0 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 which could limit our ability to borrow additional funds. In addition, the credit agreement contains customary restrictive covenants and a financial covenant regarding maximum debt to capitalization of 50%, as well as customary events of default. We are in compliance with this financial covenant, with actual debt to capitalization of 33.6%32.5% as measured in accordance with the credit agreement as of June 30, 2018.2019. Upon our agreement with one or more financial institutions, we may expand


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the aggregate commitments under the credit agreement to a maximum of $2.5 billion, through a $500.0$500 million incremental loan facility.


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At June 30, 20182019, we had no borrowings and no letters of credit outstanding under the credit agreement. Accordingly, as of June 30, 20182019, we had $2.0 billion of remaining borrowing capacity (which excludes the uncommitted $500 million incremental loan facility 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
Under our commercial paper program we may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker dealers at any time not to exceed $2 billion. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. The maximum principal amount outstanding at any one time during the six months ended June 30, 20182019 was $442 million. There were$670 million, with $300 million outstanding borrowings of $398 million at June 30, 2018 and $1502019 compared to $645 million outstanding at December 31, 2017. 2018. The outstanding commercial paper at June 30, 2019 had a weighted average annual interest rate of 2.85%.
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 June 30, 2019 was 3.55%. The note is prepayable without penalty. 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.
14. COMMITMENTS, GUARANTEES AND CONTINGENCIES
Government Contracts
Our Medicare products, which accounted for approximately 80%82% of our total premiums and services revenue for the six months ended June 30, 2018,2019, 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 2019. However, our2020. Our product offerings of products under those contracts are subject to approval by CMS which we expect to receive in the fallthird quarter of 2018.2019.
CMS uses a risk-adjustment model which adjusts premiums paid to Medicare Advantage, or MA, plans according to health status of covered members. The risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act of 1997 (BBA) and the Benefits Improvement and Protection Act of 2000 (BIPA), generally pays more where a plan's membership has higher expected costs. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby our prospective payments are based on our estimated cost of providing standard Medicare-covered benefits to an enrollee with a "national average risk profile." That baseline payment amount is adjusted to reflect the health status of our enrolled 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


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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-adjustmentrisk adjustment model. These compliance efforts include the internal contract level audits described in more detail 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 2017, 25%2018, 15% of the risk score was calculated from claims data submitted through EDS. In 2019 and 2020 CMS has revised the pace of the phase-inwill increase that percentage to 25% and for 2018 and 2019, 15% and 25%50%, respectively, of the risk score will be calculated from claims data submitted through EDS.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


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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 after a comparison of the audit results to a similar audit of the government’s traditional fee-for-service Medicare FFS (weprogram, or Medicare FFS. We refer to the process of accounting for errors in FFS claims as the "FFS Adjuster").Adjuster." This comparison of RADV audit results to the FFS error 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, to estimate the costs of various health status conditions and to set the resulting adjustments to MA plans’ payment rates.rates in order to establish actuarial equivalence in payment 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 Medicare FFS program 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 conducted for contract year 2011 and subsequent years. CMS is currently conducting RADV contract level audits for contract years 2011, 2012, and 2013 in which two, five and fivecertain of our Medicare Advantage plans are being audited, respectively. 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.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 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. We report the results of these internal contract level audits to CMS, including identified overpayments, if any. However,
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


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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.
In addition,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.


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At June 30, 2018,2019, our military services business, which accounted for approximately 1% of our total premiums and services revenue for the six months ended June 30, 2018,2019, primarily consisted of the TRICARE T2017 East Region contract. The T2017 East Region contract is a consolidation of the former T3 North and South Regions, comprising thirty-two states and approximately 5.96 million TRICARE beneficiaries, under which delivery 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, 2022 and is subject to renewals on January 1 of each year during its term at the government's option.
Our state-based Medicaid business accounted for approximately 4% of our total premiums and services revenue for the six months ended June 30, 2018.2019. In addition to our state-based Temporary Assistance for Needy Families, or TANF, Medicaid contracts in Florida and Kentucky, we have contracts in Florida for Long Term Support Services (LTSS), and in 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.
The loss of any of the contracts above or significant changes in these programs as a result of legislative or regulatory action, including reductions in premium payments to us, regulatory restrictions on profitability, including reviews by regulatory bodies that may compare our Medicare Advantage profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and require that they remain within certain ranges of each other, or increases in member benefits or member eligibility criteria without corresponding increases in premium payments to us, may have a material adverse effect on our results of operations, financial position, and cash flows.




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Legal Proceedings and Certain Regulatory Matters
As previously disclosed, the Civil Division of the United States Department of Justice provided us with an information request in December 2014, concerning our Medicare Part C risk adjustment practices. The request relates to our oversight and submission of risk adjustment data generated by providers in our Medicare Advantage network, as well as to our business and compliance practices related to risk adjustment data generated by our providers and by us, including medical record reviews conducted as part of our data and payment accuracy compliance efforts, the use of health and well-being assessments, and our fraud detection efforts. We believe that this request for information is in connection with a wider review of Medicare Risk Adjustment generally that includes a number of Medicare Advantage plans, providers and vendors. We continue to cooperate with and voluntarily respond to the information requests from the Department of Justice. These matters are expected to result in additional qui tam litigation.
As previously disclosed, on January 19, 2016, an individual filed a qui tam suit captioned United States of America ex rel. Steven Scott v. Humana, Inc., in United States District Court, Central District of California, Western Division. The complaint alleges certain civil violations by us in connection with the actuarial equivalence of the plan benefits under Humana’s Basic PDP plan, a prescription drug plan offered by us under Medicare Part D. The action seeks damages and penalties on behalf of the United States under the False Claims Act. The court ordered the qui tam action unsealed on September 13, 2017, so that the relator could proceed, following notice from the U.S. Government that it was not intervening at that time. On January 29, 2018, the suit was transferred to the United States District Court, Western District of Kentucky, Louisville Division. We take seriously our obligations to comply with applicable CMS requirements and actuarial standards of practice, and we arecontinue to vigorously defendingdefend against these allegations.allegations since the transfer to the Western District of Kentucky. We have engaged in active discovery with the relator who has pursued the matter on behalf of the United States following its unsealing, 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 Court, pending resolution of 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 June 30, 2018.2019.  We have fully recognized all liabilities due to the federal government that we have incurred under the risk corridor program, and have paid all amounts due to the federal government as required. There is no assurance that we will prevail in the 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, 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 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.




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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 individual may continue to prosecute the action on his or her own, on behalf of the government. We also are subject to other allegations of 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 extra contractual damages, care delivery malpractice, and claims arising from medical benefit denials are covered by insurance from our wholly owned captive insurance subsidiary and excess carriers, except to the extent that claimants seek punitive damages, which may not be covered by insurance in certain states in which insurance coverage for punitive damages is not permitted. In addition, insurance coverage for all or certain forms of liability has become increasingly costly and may become unavailable or prohibitively expensive in the future.
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.
15. SEGMENT INFORMATION
We manage our business with fourthree reportable segments: Retail, Group and Specialty, and Healthcare ServicesServices. Beginning January 1, 2018, we exited the individual commercial fully-insured medical health insurance business, as well as certain other business, and therefore no longer report separately the Individual Commercial. In addition,Commercial segment and the Other BusinessesBusiness category includesin the current year. Previously, the Other Business category included businesses that arewere not individually reportable because they dodid not meet the quantitative thresholds required by generally accepted accounting principles.principles, primarily our closed-block of commercial long-term care insurance policies which were sold in 2018. 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, the Chief Operating Decision Maker, to assess performance and allocate resources.
The Retail segment consists of Medicare benefits, marketed to individuals or directly via group 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, and financial protection products, as well as administrative services only, or ASO products. In addition, our Group and Specialty segment includes military services business, primarily our TRICARE T2017 East Region contract. The Healthcare Services segment includes our services


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offered to our health plan members as well as to third parties, including pharmacy solutions, provider services, and clinical care service, such as home health and other services and capabilities to promote wellness and advance population health. The Individual Commercial segment consisted ofhealth, including our individual commercial fully-insured medical health insurance benefits.minority investment in Kindred at Home. We report


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(Unaudited)

reported under the category of Other Businesses those businesses that dodid 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 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-based managed care agreements with our health plans. Under risk basedrisk-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 revenue is recognized in the period in which the assigned members are entitled to receive healthcare services. Provider services revenues associated with non-risk-based agreements are presented net of associated healthcare costs.
We present our condensed consolidated results of operations from the perspective of the health plans. As a result, the cost of providing benefits to our members, whether provided via a third party provider or internally through a stand-alone subsidiary, is classified as benefits expense and excludes the portion of the cost for which the health plans do not bear responsibility, including member co-share amounts and government subsidies of $3.3$3.6 billion and $3.2$3.3 billion for the three months ended June 30, 20182019 and 2017,2018, respectively. For the six months ended June 30, 20182019 and 20172018 these amounts were both$6.7 billion and $6.2 billion.billion, respectively. 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 $30$31 million and $27$30 million for the three months ended June 30, 20182019 and 2017,2018, respectively. For the six months ended June 30, 20182019 and 2017,2018, the amount of this expense was $69$60 million and $53$69 million, respectively.
Other than those described previously, the accounting policies of each segment are the same and are described in Note 2 to the consolidated financial statements included in our 20172018 Form 10-K. Transactions between reportable segments primarily consist of sales of services rendered by our Healthcare Services segment, primarily pharmacy, provider, and clinical care services, to our Retail and Group and Specialty and Individual Commercial segment customers. Intersegment sales and expenses are recorded at fair value and eliminated in consolidation. Members served by our segments often use the same provider networks, enabling us in some instances to obtain more favorable contract terms with providers. Our segments also share indirect costs and assets. As a result, the profitability of each segment is interdependent. We allocate most operating expenses to our segments. Assets and certain corporate income and expenses are not allocated to the segments, including the portion of investment income not supporting segment operations, interest expense on corporate debt, and certain other corporate expenses. These items are managed at a corporate level. These corporate amounts are reported separately from our reportable segments and are included with intersegment eliminations in the tables presenting segment results below.







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



Our segment results were as follows for the three and six months ended June 30, 20182019 and 2017:2018:
             Retail Group and Specialty Healthcare
Services
 Eliminations/
Corporate
 Consolidated
             (in millions)
Retail Group and Specialty Healthcare
Services
 Individual Commercial Other
Businesses
 Eliminations/
Corporate
 Consolidated
(in millions)
Three months ended June 30, 2018          
Revenues - external customers             
Three months ended June 30, 2019Three months ended June 30, 2019      
External revenuesExternal revenues        
Premiums:                      
Individual Medicare Advantage$8,908
 $
 $
 $
 $
 $
 $8,908
$10,793
 $
 $
 $
 $10,793
Group Medicare Advantage1,509
 
 
 
 
 
 1,509
1,626
 
 
 
 1,626
Medicare stand-alone PDP914
 
 
 
 
 
 914
818
 
 
 
 818
Total Medicare11,331
 
 
 
 
 
 11,331
13,237
 
 
 
 13,237
Fully-insured125
 1,346
 
 10
 
 
 1,481
144
 1,284
 
 
 1,428
Specialty
 342
 
 
 
 
 342

 387
 
 
 387
Medicaid and other550
 
 
 
 9
 
 559
724
 
 
 
 724
Total premiums12,006
 1,688
 
 10
 9
 
 13,713
14,105
 1,671
 
 
 15,776
Services revenue:                      
Provider
 
 112
 
 
 
 112

 
 111
 
 111
ASO and other3
 208
 
 
 2
 
 213
5
 193
 
 
 198
Pharmacy
 
 57
 
 
 
 57

 
 46
 
 46
Total services revenue3
 208
 169
 
 2
 
 382
5
 193
 157
 
 355
Total revenues - external customers12,009
 1,896
 169
 10
 11
 
 14,095
Total external revenues14,110
 1,864
 157
 
 16,131
Intersegment revenues                      
Services
 4
 4,194
 
 
 (4,198) 

 5
 4,496
 (4,501) 
Products
 
 1,611
 
 
 (1,611) 

 
 1,733
 (1,733) 
Total intersegment revenues
 4
 5,805
 
 
 (5,809) 

 5
 6,229
 (6,234) 
Investment income30
 6
 17
 
 65
 46
 164
48
 5
 1
 60
 114
Total revenues12,039
 1,906
 5,991
 10
 76
 (5,763) 14,259
14,158
 1,874
 6,387
 (6,174) 16,245
Operating expenses:                      
Benefits10,270
 1,357
 
 (9) 39
 (121) 11,536
12,019
 1,442
 
 (143) 13,318
Operating costs1,210
 447
 5,749
 1
 2
 (5,648) 1,761
1,206
 406
 6,135
 (6,044) 1,703
Depreciation and amortization66
 22
 36
 
 
 (24) 100
77
 21
 40
 (29) 109
Total operating expenses11,546
 1,826
 5,785
 (8) 41
 (5,793) 13,397
13,302
 1,869
 6,175
 (6,216) 15,130
Income from operations493
 80
 206
 18
 35
 30
 862
856
 5
 212
 42
 1,115
Loss on business held-for-sale
 
 
 
 
 (790) (790)
Interest expense
 
 
 
 
 53
 53

 
 
 60
 60
Income (loss) before income taxes$493
 $80
 $206
 $18
 $35
 $(813) $19
Other income, net
 
 
 (174) (174)
Income before income taxes and equity in net earnings856
 5
 212
 156
 1,229
Equity in net earnings of Kindred at Home
 
 12
 
 12
Segment earnings$856
 $5
 $224
 $156
 $1,241




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


                          
             Retail Group and Specialty Healthcare
Services
 Individual Commercial Other
Businesses
 Eliminations/
Corporate
 Consolidated
Retail Group and Specialty Healthcare
Services
 Individual Commercial Other
Businesses
 Eliminations/
Corporate
 Consolidated(in millions)
(in millions)
Three months ended June 30, 2017          
Revenues - external customers             
Three months ended June 30, 2018Three months ended June 30, 2018          
External revenuesExternal revenues            
Premiums:                          
Individual Medicare Advantage$8,282
 $
 $
 $
 $
 $
 $8,282
$8,908
 $
 $
 $
 $
 $
 $8,908
Group Medicare Advantage1,277
 
 
 
 
 
 1,277
1,509
 
 
 
 
 
 1,509
Medicare stand-alone PDP925
 
 
 
 
 
 925
914
 
 
 
 
 
 914
Total Medicare10,484
 
 
 
 
 
 10,484
11,331
 
 
 
 
 
 11,331
Fully-insured118
 1,350
 
 247
 
 
 1,715
125
 1,346
 
 10
 
 
 1,481
Specialty
 323
 
 
 
 
 323

 342
 
 
 
 
 342
Medicaid and other671
 
 
 
 10
 
 681
550
 
 
 
 9
 
 559
Total premiums11,273
 1,673
 
 247
 10
 
 13,203
12,006
 1,688
 
 10
 9
 
 13,713
Services revenue:                          
Provider
 
 63
 
 
 
 63

 
 112
 
 
 
 112
ASO and other2
 143
 
 
 2
 
 147
3
 208
 
 
 2
 
 213
Pharmacy
 
 20
 
 
 
 20

 
 57
 
 
 
 57
Total services revenue2
 143
 83
 
 2
 
 230
3
 208
 169
 
 2
 
 382
Total revenues - external customers11,275
 1,816
 83
 247
 12
 
 13,433
Total external revenues12,009
 1,896
 169
 10
 11
 
 14,095
Intersegment revenues                          
Services
 5
 4,309
 
 
 (4,314) 

 4
 4,194
 
 
 (4,198) 
Products
 
 1,582
 
 
 (1,582) 

 
 1,611
 
 
 (1,611) 
Total intersegment revenues
 5
 5,891
 
 
 (5,896) 

 4
 5,805
 
 
 (5,809) 
Investment income24
 7
 8
 1
 21
 40
 101
30
 6
 17
 
 65
 46
 164
Total revenues11,299
 1,828
 5,982
 248
 33
 (5,856) 13,534
12,039
 1,906
 5,991
 10
 76
 (5,763) 14,259
Operating expenses:                          
Benefits9,672
 1,312
 
 86
 32
 (213) 10,889
10,270
 1,357
 
 (9) 39
 (121) 11,536
Operating costs963
 394
 5,677
 40
 2
 (5,623) 1,453
1,210
 447
 5,749
 1
 2
 (5,648) 1,761
Depreciation and amortization57
 21
 35
 4
 
 (25) 92
66
 22
 36
 
 
 (24) 100
Total operating expenses10,692
 1,727
 5,712
 130
 34
 (5,861) 12,434
11,546
 1,826
 5,785
 (8) 41
 (5,793) 13,397
Income (loss) from operations607
 101
 270
 118
 (1) 5
 1,100
Income from operations493
 80
 206
 18
 35
 30
 862
Loss on sale of business
 
 
 
 
 790
 790
Interest expense
 
 
 
 
 58
 58

 
 
 
 
 53
 53
Income (loss) before income taxes$607
 $101
 $270
 $118
 $(1) $(53) $1,042
Income (loss) before income taxes and equity in net earnings493
 80
 206
 18
 35
 (813) 19
Equity in net earnings of Kindred at Home
 
 
 
 
 
 
Segment earnings (loss)$493
 $80
 $206
 $18
 $35
 $(813) $19




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


                      
Retail Group and Specialty Healthcare
Services
 Individual Commercial Other
Businesses
 Eliminations/
Corporate
 ConsolidatedRetail Group and Specialty Healthcare
Services
 Eliminations/
Corporate
 Consolidated
(in millions)(in millions)
Six months ended June 30, 2018            
Revenues - external customers            
Six months ended June 30, 2019Six months ended June 30, 2019        
External revenuesExternal revenues        
Premiums:                      
Individual Medicare Advantage$17,878
 $
 $
 $
 $
 $
 $17,878
$21,502
 $
 $
 $
 $21,502
Group Medicare Advantage3,033
 
 
 
 
 
 3,033
3,258
 
 
 
 3,258
Medicare stand-alone PDP1,810
 
 
 
 
 
 1,810
1,627
 
 
 
 1,627
Total Medicare22,721
 
 
 
 
 
 22,721
26,387
 
 
 
 26,387
Fully-insured250
 2,738
 
 5
 
 
 2,993
284
 2,595
 
 
 2,879
Specialty
 689
 
 
 
 
 689

 760
 
 
 760
Medicaid and other1,103
 
 
 
 18
 
 1,121
1,401
 
 
 
 1,401
Total premiums24,074
 3,427
 
 5
 18
 
 27,524
28,072
 3,355
 
 
 31,427
Services revenue:                      
Provider
 
 177
 
 
 
 177

 
 231
 
 231
ASO and other5
 427
 
 
 4
 
 436
10
 387
 
 
 397
Pharmacy
 
 96
 
 
 
 96

 
 82
 
 82
Total services revenue5
 427
 273
 
 4
 
 709
10
 387
 313
 
 710
Total revenues - external customers24,079
 3,854
 273
 5
 22
 
 28,233
Total external revenues28,082
 3,742
 313
 
 32,137
Intersegment revenues                      
Services
 9
 8,212
 
 
 (8,221) 

 9
 8,802
 (8,811) 
Products
 
 3,146
 
 
 (3,146) 

 
 3,369
 (3,369) 
Total intersegment revenues
 9
 11,358
 
 
 (11,367) 

 9
 12,171
 (12,180) 
Investment income67
 13
 23
 
 100
 102
 305
89
 10
 1
 115
 215
Total revenues24,146
 3,876
 11,654
 5
 122
 (11,265) 28,538
28,171
 3,761
 12,485
 (12,065) 32,352
Operating expenses:                      
Benefits20,822
 2,630
 
 (69) 65
 (242) 23,206
24,346
 2,729
 
 (264) 26,811
Operating costs2,432
 910
 11,190
 3
 4
 (11,029) 3,510
2,354
 819
 12,023
 (11,833) 3,363
Depreciation and amortization132
 45
 85
 
 
 (62) 200
150
 43
 78
 (55) 216
Total operating expenses23,386
 3,585
 11,275
 (66) 69
 (11,333) 26,916
26,850
 3,591
 12,101
 (12,152) 30,390
Income from operations760
 291
 379
 71
 53
 68
 1,622
1,321
 170
 384
 87
 1,962
Loss on business held-for-sale
 
 
 
 
 (790) (790)
Interest expense
 
 
 
 
 106
 106

 
 
 122
 122
Income (loss) before income taxes$760
 $291
 $379
 $71
 $53
 $(828) $726
Other income, net
 
 
 (135) (135)
Income before income taxes and equity in net earnings1,321
 170
 384
 100
 1,975
Equity in net earnings of Kindred at Home
 
 15
 
 15
Segment earnings$1,321
 $170
 $399
 $100
 $1,990








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


              
 Retail Group and Specialty Healthcare
Services
 Individual Commercial Other
Businesses
 Eliminations/
Corporate
 Consolidated
 (in millions)
Six months ended June 30, 2018          
External Revenues            
Premiums:             
Individual Medicare Advantage$17,878
 $
 $
 $
 $
 $
 $17,878
Group Medicare Advantage3,033
 
 
 
 
 
 3,033
Medicare stand-alone PDP1,810
 
 
 
 
 
 1,810
Total Medicare22,721
 
 
 
 
 
 22,721
Fully-insured250
 2,738
 
 5
 
 
 2,993
Specialty
 689
 
 
 
 
 689
Medicaid and other1,103
 
 
 
 18
 
 1,121
Total premiums24,074
 3,427
 
 5
 18
 
 27,524
Services revenue:             
Provider
 
 177
 
 
 
 177
ASO and other5
 427
 
 
 4
 
 436
Pharmacy
 
 96
 
 
 
 96
Total services revenue5
 427
 273
 
 4
 
 709
Total external revenues24,079
 3,854
 273
 5
 22
 
 28,233
Intersegment revenues             
Services
 9
 8,212
 
 
 (8,221) 
Products
 
 3,146
 
 
 (3,146) 
Total intersegment revenues
 9
 11,358
 
 
 (11,367) 
Investment income67
 13
 23
 
 100
 102
 305
Total revenues24,146
 3,876
 11,654
 5
 122
 (11,265) 28,538
Operating expenses:             
Benefits20,822
 2,630
 
 (69) 65
 (242) 23,206
Operating costs2,432
 910
 11,190
 3
 4
 (11,029) 3,510
Depreciation and amortization132
 45
 85
 
 
 (62) 200
Total operating expenses23,386
 3,585
 11,275
 (66) 69
 (11,333) 26,916
Income from operations760
 291
 379
 71
 53
 68
 1,622
Loss on sale of business
 
 
 
 
 790
 790
Interest expense
 
 
 
 
 106
 106
Income (loss) before income taxes and equity in net earnings760
 291
 379
 71
 53
 (828) 726
Equity in net earnings of Kindred at Home
 
 
 
 
 
 
Segment earnings (loss)$760
 $291
 $379
 $71
 $53
 $(828) $726

 Retail Group and Specialty Healthcare
Services
 Individual Commercial Other
Businesses
 Eliminations/
Corporate
 Consolidated
 (in millions)
Six months ended June 30, 2017          
Revenues - external customers            
Premiums:             
Individual Medicare Advantage$16,658
 $
 $
 $
 $
 $
 $16,658
Group Medicare Advantage2,595
 
 
 
 
 
 2,595
Medicare stand-alone PDP1,866
 
 
 
 
 
 1,866
Total Medicare21,119
 
 
 
 
 
 21,119
Fully-insured236
 2,728
 
 530
 
 
 3,494
Specialty
 645
 
 
 
 
 645
Medicaid and other1,324
 
 
 
 19
 
 1,343
Total premiums22,679
 3,373
 
 530
 19
 
 26,601
Services revenue:             
Provider
 
 133
 
 
 
 133
ASO and other4
 304
 
 
 4
 
 312
Pharmacy
 
 38
 
 
 
 38
Total services revenue4
 304
 171
 
 4
 
 483
Total revenues - external customers22,683
 3,677
 171
 530
 23
 
 27,084
Intersegment revenues             
Services
 10
 8,619
 
 
 (8,629) 
Products
 
 3,134
 
 
 (3,134) 
Total intersegment revenues
 10
 11,753
 
 
 (11,763) 
Investment income49
 18
 16
 2
 42
 85
 212
Total revenues22,732
 3,705
 11,940
 532
 65
 (11,678) 27,296
Operating expenses:             
Benefits19,723
 2,598
 
 242
 61
 (409) 22,215
Operating costs1,917
 793
 11,357
 102
 6
 (11,169) 3,006
Merger termination fee and related costs, net
 
 
 
 
 (947) (947)
Depreciation and amortization115
 42
 69
 7
 
 (49) 184
Total operating expenses21,755
 3,433
 11,426
 351
 67
 (12,574) 24,458
Income (loss) from operations977
 272
 514
 181
 (2) 896
 2,838
Interest expense
 
 
 
 
 107
 107
Income (loss) before income taxes$977
 $272
 $514
 $181
 $(2) $789
 $2,731




Humana Inc.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The condensed consolidated financial statements of Humana Inc. in this document present the Company’s financial position, results of operations and cash flows, and should be read in conjunction with the following discussion and analysis. References to “we,” “us,” “our,” “Company,” and “Humana” mean Humana Inc. and its subsidiaries. This discussion includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in filings with the Securities and Exchange Commission, or SEC, in our press releases, investor presentations, and in oral statements made by or with the approval of one of our executive officers, the words or phrases like “believes,” “expects,” “anticipates,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words and similar expressions are intended to identify such forward–looking statements. These forward–looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, including, among other things, information set forth in Item 1A. – Risk Factors in our 20172018 Form 10-K, as modified by any changes to those risk factors included in this document and in other reports we filed subsequent to February 16, 2018,21, 2019, in each case incorporated by reference herein. In making these statements, we are not undertaking to address or update such forward-looking statements in future filings or communications regarding our business or results. In light of these risks, uncertainties and assumptions, the forward–looking events discussed in this document might not occur. There may also be other risks that we are unable to predict at this time. Any of these risks and uncertainties may cause actual results to differ materially from the results discussed in the forward–looking statements.
Executive Overview
General
Humana Inc., headquartered in Louisville, Kentucky, is a leading health and well-being company committed to
helping our millions of medical and specialty members achieve their best health. Our successful history in care delivery and health plan administration is helping us create a new kind of integrated care with the power to improve health and well being and lower costs. Our efforts are leading to a better quality of life for people with Medicare, families, individuals, military service personnel, and communities at large. To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and tools, such as in home care, behavioral health, pharmacy services, data analytics and wellness solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective.
Our industry relies on two key statistics to measure performance. The benefit ratio, which is computed by taking
total benefits expense as a percentage of premiums revenue, represents a statistic used to measure underwriting profitability. The operating cost ratio, which is computed by taking total operating costs, excluding 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 February 16, 2017, under the terms of the Merger Agreement with 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
In the third quarter of 2018, we expect to completecompleted the sale of our wholly-owned subsidiary KMG to CGIC. KMG's subsidiary, KIC, included our closed block of non-strategic commercial long-term care policies. Upon closing, we expect to fundfunded the transaction with approximately $200$190 million of parent company cash contributed into KMG, subject to customary adjustments, in addition to the transfer of approximately $150$160 million of statutory capital with the sale.
On July 2,Also in the third quarter of 2018, we, along with TPG and July 11, 2018, the ConsortiumWCAS, 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 Kindred at Home, a leading home health and Curohospice company, for total cash consideration of approximately $1.1 billion.
On April 10,In the second quarter of 2018, we acquired 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. The acquisition of FPG advances our strategy of helping physicians and clinicians evolve from treating health episodically to managing health holistically.
On March 1,
In the first quarter of 2018, we acquired the remaining equity interest in 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 1 and Note 3 to the condensed consolidated financial statements.

Workforce Optimization
We have been committed to productivity initiatives designed to promote operational excellence, accelerate our strategy, fund critical initiatives and advance our growth objectives. During the third quarter of 2017, we initiated a voluntary early retirement program and an involuntary workforce reduction program that will allow us to achieve these objectives and position us for the future. These programs impacted approximately 3,600 associates, or 7.8%, of our workforce in 2017. As a result, we recorded charges of $148 million, or $0.64 per diluted common share. At December 31, 2017, $140 million was classified as a current liability, included in our condensed 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 June 30, 2018 was $52 million and is expected to be paid in 2018.
Business Segments
We manage our business with fourthree reportable segments: Retail, Group and Specialty, and Healthcare ServicesServices. Beginning January 1, 2018, we exited the individual commercial fully-insured medical health insurance business, as well as certain other business, and therefore no longer report separately the Individual Commercial. In addition,Commercial segment and the Other BusinessesBusiness category includesin the current year. Previously, the Other Business category included businesses that arewere not individually reportable because they dodid not meet the quantitative thresholds required by generally accepted accounting principles.principles, primarily our closed-block of commercial long-term care insurance policies which were sold in 2018. 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, the Chief Operating Decision Maker, to assess performance and allocate resources.
The Retail segment consists of Medicare benefits, marketed to individuals or directly via group 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, and financial protection products, as well as administrative services only, or ASO products. In addition, our Group and Specialty segment includes military services business, primarily our TRICARE T2017 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, and clinical care service, such as home health and other services and capabilities to promote wellness and advance population health. The Individual Commercial segment consisted ofhealth, including our individual commercial fully-insured medical health insurance benefits.minority investment in Kindred at Home. We reportreported under the category of Other Businesses those businesses that dodid 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.segment earnings, and for our Healthcare Services Segment, also include the equity in net earnings of Kindred at Home. Transactions between reportable segments primarily consist of sales of services rendered by our Healthcare Services segment, primarily pharmacy, provider, and clinical care services, to our Retail and Group and Specialty and Individual Commercial 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.
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.
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 Specialty 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.
20182019 Highlights
Consolidated
Our consolidated pretax results of $726 million for the six months ended June 30, 2018 as compared to $2.7 billion for the six months ended June 30, 2017 were primarily impacted by the loss on the expected sale of KMG recognized during the six months ended June 30, 2018, lower year-over-year pretax earnings in the Retail, Healthcare Services and Individual Commercial segments, and the net gain associated with the terminated Merger Agreement, mainly the break-up fee, that was recorded in the six months ended June 30, 2018. These items were partially offset by higher year-over-year pretax earnings in the Group and Specialty segment in the six months ended June 30, 2017. The year-over-year comparison was further impacted by the guaranty fund assessment expense to support policyholder obligations of Penn Treaty, an unaffiliated long-term care insurance company, recorded in the six months ended June 30, 2017.
In connection with the expected sale of KMG, we recognized a pretax loss, including transaction costs, of $790 million which is reported as loss on business held-for-sale in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2018. We recorded a deferred tax benefit of $430 million from the loss which is included in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2018.
Year-over-year comparisons of diluted earnings per common share are favorably impacted by a lower number of shares used to compute earnings per common share from share repurchases and the impact of a lower tax rate for the six months ended June 30, 2018.
Our 2018 results through June 30, 2018 reflect the continued implementation of our strategy to offeroffers 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 June 30, 2018,2019, approximately 1,978,2002,272,300 members, or 65.4%65%, of our individual Medicare Advantage members were in value-based relationships under our integrated care delivery model, as compared to 1,901,3001,978,200 members, or 66.5%, at December 31, 2017 and 1,840,000 members, or 64.8%65%, at June 30, 2017.
The annual health insurance industry fee was suspended for calendar year 2017, but has resumed in 2018. Operating costs associated with the health insurer fee attributable to the three and six months ended June 30, 2018 was $257 million and $520 million, respectively. This fee is not deductible for tax purposes, which increases our effective income tax rate. The one-year suspension in 2017 of the health insurer fee significantly reduced our operating costs and effective tax rate during the three and six months ended June 30, 2017. The annual health insurance industry fee is also, under current law, suspended for calendar year 2019.
The 2018 quarter includes pretax income from our Individual Commercial business of $18 million, or $0.10 per diluted common share compared to $118 million, or $0.51 per diluted common share, included in the 2017 quarter. The 2018 period includes pretax income from our Individual Commercial business of $71 million, or $0.39 per diluted common share compared to $181 million, or $0.77 per diluted common share, included in the 2017 period.
The 2018 period also includes an adjustment to provisional remeasurement of deferred taxes related to rate change from the tax reform law enacted on December 22, 2017 of $12.7 million, or $0.09 per diluted common share.
We recorded a net gain associated with the terminated Merger Agreement, consisting primarily of the break-up fee, of approximately $947 million, or $4.31 per diluted common share during the six months ended June 30, 2017. Certain costs associated with the Merger were previously not deductible for tax purposes, but became deductible, and were recorded as such in the three months ended March 31, 2017 as a result of the termination of the Merger Agreement.
On March 1, 2017, a court ordered the liquidation of Penn Treaty (an unaffiliated long-term care insurance company), which triggered assessments from state guaranty associations that resulted in our recording a $54 million, or $0.23 per diluted common share, estimate in operating costs in the three months ended March 31, 2017.
Retail
On April 2, 2018, the Centers for Medicare and Medicaid Services (CMS) issued its announcement of 2019 Medicare Advantage Capitation Rates and Medicare Advantage and Part D Payment Policies and Final Call Letter (the Final Rate Notice). We expect the Final Rate Notice to result in a rate increase for our individual Medicare Advantage business that is slightly lower than CMS’ estimate for the sector, on a comparable basis, excluding the impact of Employer Group Waiver Plan (EGWP) funding changes and quality bonus changes.  The difference between our and CMS projections primarily results from the geographic distribution of our members relative to the national average. In addition, the Final Rate Notice clarified that CMS has the authority to permit MA organizations to offer tailored supplemental benefits as recommended by a licensed medical professional. We expect that this additional flexibility will allow us to include supplemental benefits that we believe will improve health outcomes for our members.
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 programs. The new contract will phase in between December 2018 and February 2019.



Group and Specialty Segment
The T2017 East Region contract is a consolidation of the former T3 North and South Regions, comprising thirty-two states and approximately 5.9 million TRICARE beneficiaries, under which delivery 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, 2022 and is subject to renewals on January 1 of each year during its term at the government's option. During 2017, we delivered services under the 5-year T3 South Region contract, which expired on December 31, 2017.
Healthcare Services Segment
Medicare Advantage and dual demonstration program membership enrolled in a Humana chronic care management program was 853,600 at June 30, 2019, an increase of 13.4% from 752,700 at June 30, 2018. These members may not be unique to each program since members have the ability to enroll in multiple programs. The increase is driven by our improved process for identifying and enrolling members in the appropriate program at the right time, coupled with growth in Special Needs Plans, or SNP, membership and the insuring of certain SNP membership to Humana At Home's care management program.
Net income increased $747 million from $193 million in 2018 a decreaseto $940 million in 2019 and earnings per diluted common share increased $5.55 from $1.39 earnings per diluted common share in 2018 to $6.94 earnings per diluted common share in 2019. This comparison was primarily impacted by the loss on the sale of 23.3% from 981,600 atKMG recognized during the three months ended June 30, 2017,2018 as well as the beneficial impact of the suspension of the health industry insurance fee in 2019. The year-over-year comparisons were further impacted by the improvement in our Retail and 5.3%Healthcare Services segment results, partially offset by the lower Group and Specialty segment results as detailed in the discussion that follows, as well as the impact of previously implemented productivity initiatives which have led to significant operating cost efficiencies in our segments. In addition, year-over-year comparisons are favorably impacted by a lower number of shares used to compute dilutive earnings per share, primarily reflecting share repurchases.
Contributing to our Retail segment revenue growth was our individual Medicare Advantage membership, which increased 457,300 members, or 15.1%, from 794,900 at DecemberJune 30, 2018 to June 30, 2019.
Our operating cash flow of $2.3 billion for 2019 improved primarily from the timing of the mid-year Medicare risk adjustment premium revenue collections which were received during the second quarter of 2019 as compared to the third quarter of 2018, higher earnings, the impact of approximately $230 million payment related to reinsuring certain voluntary benefit and financial protection products to a third party in connection with the sale of KMG in 2018, as well as the timing of other working capital changes.
On July 31, 2017.2019, we announced that we intend to enter into an agreement with a third party financial institution to effect a $1 billion accelerated stock repurchase program. We have undergone an optimization process that ensureswill repurchase shares through the appropriate level of member interaction with clinicians, including moving members into a monitoring program as their needs change, and graduating them outpart of the care management program when they no longer benefit from$3 billion authorized on July 30, 2019. The actual number of shares repurchased under the services. This drives quality outcomes, which has resulted in reduced segment earnings but higher returns

agreement will be determined based on investment.a volume-weighted average price of our common stock during the purchase period.

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. The annual health insurance industry fee levied on the insurance industry iswas $14.3 billion in 2018 and iswas not deductible for income tax purposes, which significantly increasesincreased our effective income tax rate. A one year suspension of the health insurerinsurance industry fee, as we experienced in 2017 and under current law, will experience againare 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.
As noted above, the Health Care Reform Law required the establishment of The annual health insurance exchangesindustry fee is scheduled to resume for individuals and small employers to purchase health insurance that became effective January 1, 2014, with an annual open enrollment period. Although 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 federal government of approximately $611 million in paymentscalendar year 2020 under the risk corridor premium stabilization program established under the Health Care Reform Law, for years 2014, 2015 and 2016. Our case has been stayed by the Court, pending resolution of similar cases filed by other insurers.current law.
It is reasonably possible that the Health Care Reform Law and related regulations, as well as future legislative, judicial or regulatory changes, including restrictions on our ability to manage our provider network or otherwise operate our business, or restrictions on profitability, including reviews by regulatory bodies that may compare our Medicare Advantage profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and require that they remain within certain ranges of each other, increases in member benefits or member eligibility criteria without corresponding increases in premium payments to us, or increases in regulation of our prescription drug benefit businesses, 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.

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 clinical care services, to our Retail and Group and Specialty and Individual Commercial segment customers and are described in Note 15 to the condensed consolidated financial statements included in this report.


Comparison of Results of Operations for 20182019 and 20172018
The following discussion primarily deals with our results of operations for the three months ended June 30, 2018,2019, or the 20182019 quarter, the three months ended June 30, 2017,2018, or the 20172018 quarter, the six months ended June 30, 2019, or the 2019 period, and the six months ended June 30, 2018, or the 2018 period, and the six months ended June 30, 2017, or the 2017 period.
Consolidated
       
For the three months ended June 30, ChangeFor the three months ended June 30, Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(dollars in millions, except per common share results)  (dollars in millions, except per common share results)
Revenues:              
Premiums:              
Retail$12,006
 $11,273
 $733
 6.5 %$14,105
 $12,006
 $2,099
 17.5 %
Group and Specialty1,688
 1,673
 15
 0.9 %1,671
 1,688
 (17) (1.0)%
Individual Commercial10
 247
 (237) (96.0)%
 10
 (10) (100.0)%
Other Businesses9
 10
 (1) (10.0)%
 9
 (9) (100.0)%
Total premiums13,713
 13,203
 510
 3.9 %15,776
 13,713
 2,063
 15.0 %
Services:              
Retail3
 2
 1
 50.0 %5
 3
 2
 66.7 %
Group and Specialty208
 143
 65
 45.5 %193
 208
 (15) (7.2)%
Healthcare Services169
 83
 86
 103.6 %157
 169
 (12) (7.1)%
Other Businesses2
 2
 
  %
 2
 (2) (100.0)%
Total services382
 230
 152
 66.1 %355
 382
 (27) (7.1)%
Investment income164
 101
 63
 62.4 %114
 164
 (50) (30.5)%
Total revenues14,259
 13,534
 725
 5.4 %16,245
 14,259
 1,986
 13.9 %
Operating expenses:              
Benefits11,536
 10,889
 647
 5.9 %13,318
 11,536
 1,782
 15.4 %
Operating costs1,761
 1,453
 308
 21.2 %1,703
 1,761
 (58) (3.3)%
Depreciation and amortization100
 92
 8
 8.7 %109
 100
 9
 9.0 %
Total operating expenses13,397
 12,434
 963
 7.7 %15,130
 13,397
 1,733
 12.9 %
Income from operations862
 1,100
 (238) (21.6)%1,115
 862
 253
 29.4 %
Loss on business held-for-sale(790) 
 (790) (100.0)%
Loss on sale of business
 790
 (790) (100.0)%
Interest expense53
 58
 (5) (8.6)%60
 53
 7
 13.2 %
Income before income taxes19
 1,042
 (1,023) (98.2)%
(Benefit) provision for income taxes(174) 392
 (566) (144.4)%
Other income, net(174) 
 (174) 100.0 %
Income before income taxes and equity in net earnings1,229
 19
 1,210
 6,368.4 %
Provision for income taxes301
 (174) 475
 (273.0)%
Equity in net earnings of Kindred at Home12
 
 12
 100.0 %
Net income$193
 $650
 $(457) (70.3)%$940
 $193
 $747
 387.0 %
Diluted earnings per common share$1.39
 $4.46
 $(3.07) (68.8)%$6.94
 $1.39
 $5.55
 399.3 %
Benefit ratio (a)
84.1% 82.5%   1.6 %84.4% 84.1%   0.3 %
Operating cost ratio (b)
12.5% 10.8%   1.7 %10.6% 12.5%   (1.9)%
Effective tax raten/m
 37.6%   n/m
24.2% n/m
   n/m
n/m- not meaningful
n/m - not meaningful
(a)Represents total benefits expense as a percentage of premiums revenue.
(b)Represents total operating costs and depreciation and amortization, as a percentage of total revenues less investment income.



              
For the six months ended
June 30,
 ChangeFor the six months ended
June 30,
 Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(dollars in millions, except per common share results)  (dollars in millions, except per common share results)
Revenues:              
Premiums:              
Retail$24,074
 $22,679
 $1,395
 6.2 %$28,072
 $24,074
 $3,998
 16.6 %
Group and Specialty3,427
 3,373
 54
 1.6 %3,355
 3,427
 (72) (2.1)%
Individual Commercial5
 530
 (525) (99.1)%
 5
 (5) (100.0)%
Other Businesses18
 19
 (1) (5.3)%
 18
 (18) (100.0)%
Total premiums27,524
 26,601
 923
 3.5 %31,427
 27,524
 3,903
 14.2 %
Services:              
Retail5
 4
 1
 25.0 %10
 5
 5
 100.0 %
Group and Specialty427
 304
 123
 40.5 %387
 427
 (40) (9.4)%
Healthcare Services273
 171
 102
 59.6 %313
 273
 40
 14.7 %
Other Businesses4
 4
 
  %
 4
 (4) (100.0)%
Total services709
 483
 226
 46.8 %710
 709
 1
 0.1 %
Investment income305
 212
 93
 43.9 %215
 305
 (90) (29.5)%
Total revenues28,538
 27,296
 1,242
 4.6 %32,352
 28,538
 3,814
 13.4 %
Operating expenses:              
Benefits23,206
 22,215
 991
 4.5 %26,811
 23,206
 3,605
 15.5 %
Operating costs3,510
 3,006
 504
 16.8 %3,363
 3,510
 (147) (4.2)%
Merger termination fee and related costs, net
 (947) 947
 100.0 %
Depreciation and amortization200
 184
 16
 8.7 %216
 200
 16
 8.0 %
Total operating expenses26,916
 24,458
 2,458
 10.0 %30,390
 26,916
 3,474
 12.9 %
Income from operations1,622
 2,838
 (1,216) (42.8)%1,962
 1,622
 340
 21.0 %
Loss on business held-for-sale(790) 
 (790) (100.0)%
Loss on sale of business
 790
 (790) (100.0)%
Interest expense106
 107
 (1) (0.9)%122
 106
 16
 15.1 %
Income before income taxes726
 2,731
 (2,005) (73.4)%
Other income, net(135) 
 (135) 100.0 %
Income before income taxes and equity in net earnings1,975
 726
 1,249
 172.0 %
Provision for income taxes42
 966
 (924) (95.7)%484
 42
 442
 1,052.4 %
Equity in net earnings of Kindred at Home15
 
 15
 100.0 %
Net income$684
 $1,765
 $(1,081) (61.2)%$1,506
 $684
 $822
 120.2 %
Diluted earnings per common share$4.93
 $11.98
 $(7.05) (58.8)%$11.10
 $4.93
 $6.17
 125.2 %
Benefit ratio (a)
84.3% 83.5%   0.8 %85.3% 84.3%   1.0 %
Operating cost ratio (b)
12.4% 11.1%   1.3 %10.5% 12.4%   (1.9)%
Effective tax rate5.8% 35.4%   (29.6)%24.3% 5.8%   18.5 %
(a)Represents total benefits expense as a percentage of premiums revenue.
(b)Represents total operating costs excluding Merger termination fee and related costs, net, and depreciation and amortization, as a percentage of total revenues less investment income.



Summary
Net income was $940 million, or $6.94 per diluted common share, in the 2019 quarter compared to $193 million, or $1.39 per diluted common share, in the 2018 quarter compared to $650 million,quarter. Net income was $1.5 billion, or $4.46$11.10 per diluted common share, in the 2017 quarter. Net income was2019 period compared to $684 million, or $4.93 per diluted common share, in the 2018 period compared to $1.8 billion, or $11.98 per diluted common share, in the 2017 period. This comparison wasThese increases were primarily impacted by the loss on the expected sale of KMG inrecognized during the three months ended June 30, 2018 as well as the Merger Agreement break-up fee in 2017,beneficial impact of the suspension of the health industry insurance industry fee for calendar year 2017,in 2019. The year-over-year comparisons were further impacted by the estimated guaranty fund assessment expense to supportimprovement in our Retail and Healthcare Services segment results, partially offset by the policy holders obligations of Penn Treaty,lower Group and Specialty segment results as detailed in the exit of the Individual Commercial business effective January 1, 2018, and the Tax Reform Lawdiscussion that follows, as previously described. Excludingwell as the impact of the items above, thepreviously implemented productivity initiatives which have led to significant operating cost efficiencies in our segments. In addition, year-over-year comparisoncomparisons are favorably impacted by a lower number of shares used to compute dilutive earnings per share, primarily was due to lower earnings in the Retail, Healthcare Services and Individual Commercial segments.reflecting share repurchases.
Premiums Revenue
Consolidated premiums increased $510 million,$2.1 billion, or 3.9%15.0%, from the 20172018 quarter to $13.7$15.8 billion for the 20182019 quarter and increased $923 million,$3.9 billion, or 3.5%14.2%, from the 20172018 period to $27.5$31.4 billion for the 20182019 period primarily due to higher premiums in the Retail segment, mainly resulting fromdriven by membership growth and higher per member premiums in our Medicare Advantage business, and the Group and Specialty segment.business. These itemsincreases were partially offset by the impact of declining stand-alone PDP membership year-over-year, as well as lower premiums resulting from the exit of the Individual Commercial business.
Services Revenue
Consolidated services revenue increased $152 million, or 66.1%, from the 2017 quarter to $382 million for the 2018 quarter and increased $226 million, or 46.8%, from the 2017 period to $709 million for the 2018 period primarily due to an increase in services revenue in the Group and Specialty segment as discussed in the detailed segment results discussion that follows.
Services Revenue
Consolidated services revenue decreased $27 million, or 7.1%, from the 2018 quarter to $355 million for the 2019 quarter primarily due to a decline in services revenue in the Group and Specialty and Healthcare Services segments as detailed in the segment results discussion that follows. Consolidated services revenue was relatively unchanged at $710 million for the 2019 period increasing $1 million, or 0.1%, from the 2018 period.
Investment Income
Investment income totaled $114 million for the 2019 quarter, decreasing $50 million, or 30.5%, from $164 million for the 2018 quarter, increasing $63 million, or 62.4%, from $101 million for the 2017 quarter. For the 20182019 period, investment income totaled $305$215 million, increasing $93decreasing $90 million, or 43.9%29.5%, from $212$305 million in the 20172018 period. These increasesdecreases primarily reflect higherlower realized capital gains and lower average invested balances, andpartially offset by higher interest rates.
Benefits Expense
Consolidated benefits expense was $11.5$13.3 billion for the 20182019 quarter, an increase of $647 million$1.8 billion from the 20172018 quarter. For the 20182019 period, benefits expense was $23.2$26.8 billion, an increase of $991 million$3.6 billion from the 20172018 period. The consolidated benefit ratio for the 2019 quarter of 84.4% increased 30 basis points from 84.1% in the 2018 quarter. The consolidated benefit ratio for the 2019 period increased 100 basis points to 85.3% from 84.3% in the 2018 period. These increases were primarily due to an increase in the Retail and Group and Specialty segment benefits expense, partially offset by a decrease in the Individual Commercial segment benefits expense. We experienced favorable medical claims reserve development related to prior fiscal years of $71 million in the 2018 quarter as compared to $114 million in the 2017 quarter. In the 2018 period, we experienced favorable medical claims reserve development related to prior years of $338 million as compared to $345 million in the 2017 period as discussed in the detailed segment results discussion that follows.
The consolidated benefit ratio increased 160 basis points to 84.1% for the 2018 quarter compared to 82.5% for the 2017 quarter. The consolidated benefit for the 2018 period was 84.3%, an 80 basis point increase from 83.5% for the 2017 period. The year-over-year comparison for both the 2018 quarter and period was favorably impacted by the exit of the Individual Commercial business effective January 1, 2018. Excluding the impact of the Individual Commercial segment, the year-over-year comparison was unfavorably impacted by the enhanced 2018 Medicare Advantage member benefits resulting from the investment of the better than expected 2017 individual Medicare Advantage pretax earnings, as well as lower favorable prior-period reserve development, and an increase in the Group and Specialty benefit ratio year-over-year for the 2018 quarter. These items were partially offset by the reinstatementsuspension of the health insurance industry fee in 2018,2019, which was contemplated in the pricing and benefit design of our products. The 2018 period was also impactedproducts, lower favorable prior-period claims medical reserve development, including the impact of the exit of the Individual Commercial business, and an increase in the Group and Specialty benefit ratio as discussed in the detailed segment results discussion that follows. These increases were partially offset by a more severe flu season.

engaging our Medicare Advantage members in clinical programs, as well as ensuring they are appropriately documented under the CMS risk-adjustment model, and lower than expected medical costs as compared to the assumptions used in the pricing of our individual Medicare Advantage business for 2019.
The favorable prior-period medical claims reserve development decreased the consolidated benefit ratio by approximately 10 basis points in the 2019 quarter versus approximately 50 basis points in the 2018 quarter versus approximately 90 basis points in the 2017 quarter. FavorableThe favorable prior-period medical claims reserve development decreased the consolidated benefit ratio by approximately 90 basis points to 84.4% for the 2019 period compared to approximately 120 basis points into 84.1% for the 2018 period versus approximately 130 basis points in the 2017 period.


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 $308decreased $58 million, or 21.2%3.3%, during the 20182019 quarter compared to the 2017 quarter. Consolidated operating costs increased $5042018 quarter and decreased $147 million, or 16.8%4.2%, during the 20182019 period compared to the 2017 period2018 period. These decreases were primarily due to an increasea decrease in operating costs in the Retail and the Group and Specialty segments, partially offset by a decrease in operating costs in the Healthcare Services and Individual Commercial segments.
The consolidated operating cost ratio for the 20182019 quarter of 12.5% increased 17010.6% decreased 190 basis points from 12.5% in the 2017 quarter. The consolidated operating cost ratio2018 quarter and for the 20182019 period increased 130decreased 190 basis points to 12.4%10.5% from 11.1%12.4% in the 2017 period2018 period. These decreases were primarily due to the reinstatementsuspension of the health insurance industry fee in 2018,2019 and long-term sustainability investmentsoperating cost efficiencies in the 2018 quarter and period as a result of the Tax Reform Law. Our long-term sustainability investments include 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 delivery model to drive more affordable healthcare and better clinical outcomes. The ratio was further impacted2019 driven 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 TRICARE East Region contract effective January 1, 2018.implemented productivity initiatives. These itemsimprovements were partially offset by the favorable impact of significant operating cost efficienciesstrategic investments in the 2018 quarterour integrated care delivery model and period driven by productivity initiatives implemented in 2017, the favorable year-over-year comparison of the impact of higher compensation expense accruals for the guaranty fund assessment expenseannual incentive program, or AIP, offered to support policy holder obligations of Penn Treaty inemployees across all levels. The higher accruals resulted from the 2017 period, and the exit of the Individual Commercial business, which carried acontinued strong performance, including improved customer satisfaction as measured by our net promoter score, along with higher operating cost ratio than our other products, effective January 1, 2018.anticipated individual Medicare Advantage membership. The non-deductible health insurance industry fee impacted the operating cost ratio by 180 basis points in both the 2018 quarter and 2018 period.
Depreciation and Amortization
Depreciation and amortization for the 20182019 quarter totaled $100$109 million compared to $92$100 million for the 20172018 quarter. For the 20182019 period, depreciation and amortization totaled $200$216 million compared to $184$200 million for the 20172018 period.
Interest Expense
Interest expense for the 20182019 quarter totaled $53of $60 million increased $7 million, compared to $58$53 million for the 2017 quarter, and totaled2018 quarter. Interest expense for the 2019 period of $122 million increased $16 million, compared to $106 million for the 2018 period compared to $107 million for the 2017 period.
Income Taxes
For the 2018 period our effective tax rate was 5.8% compared to the effective tax rate of 35.4% for the 2017 period. These decreases areincreases were primarily due to the deferred tax benefit of $430 million resulting from the expected sale of KMG as well as the Tax Reform Law previously discussed, partially offset byhigher average borrowings outstanding including the impact of the reinstatementborrowings under the November 2018 term loan agreement.
Income Taxes
The effective income tax rate was 24.3% for the six months ended June 30, 2019 compared to 5.8% for the six months ended June 30, 2018, primarily due to the impact of the suspension of the non-deductible health insurance industry fee in 2018.2019 as well as the deferred tax benefit recognized in 2018 from the loss on sale of KMG. The effective income tax rate was 24.2% for the three months ended June 30, 2019. The effective income tax rate for the six months ended June 30, 2017 included previously non-deductible transaction costs that, as a result of the termination of the Merger Agreement, became deductible for tax purposes. The Tax Reform Law reduced the statutory federal corporate income tax rate to 21 percent from 35 percent, beginning in 2018. The accounting for certain income tax effects of the Tax Reform Law is provisional. Revisions to prior estimates are recorded as additional analysis is completed using information available at each measurement date during 2018, with adjustments to the income tax provision recorded as new information becomes known. Revisions to our prior estimates for the income tax effects of the Tax Reform Law decreased our tax expense for the sixthree months ended June 30, 2018 by $12.7 million.reflects a $430 million deferred tax benefit recorded during the three months ended June 30, 2018, resulting from the loss on the sale of KMG attributable to its original tax basis and subsequent capital contributions to fund accumulated losses.











Retail Segment
June 30, ChangeJune 30, Change
2018 2017 Members Percentage2019 2018 Members Percentage
Membership:              
Medical membership:              
Individual Medicare Advantage3,027,200
 2,840,100
 187,100
 6.6 %3,484,500
 3,027,200
 457,300
 15.1 %
Group Medicare Advantage493,100
 433,400
 59,700
 13.8 %519,100
 493,100
 26,000
 5.3 %
Medicare stand-alone PDP5,008,200
 5,236,400
 (228,200) (4.4)%4,400,500
 5,008,200
 (607,700) (12.1)%
Total Retail Medicare8,528,500
 8,509,900
 18,600
 0.2 %8,404,100
 8,528,500
 (124,400) (1.5)%
State-based Medicaid325,200
 374,900
 (49,700) (13.3)%465,200
 325,200
 140,000
 43.1 %
Medicare Supplement241,500
 232,700
 8,800
 3.8 %276,000
 241,500
 34,500
 14.3 %
Total Retail medical members9,095,200
 9,117,500
 (22,300) (0.2)%9,145,300
 9,095,200
 50,100
 0.6 %
       
              
For the three months ended June 30, ChangeFor the three months ended June 30, Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(in millions)  (in millions)  
Premiums and Services Revenue:              
Premiums:              
Individual Medicare Advantage$8,908
 $8,282
 $626
 7.6 %$10,793
 $8,908
 $1,885
 21.2 %
Group Medicare Advantage1,509
 1,277
 232
 18.2 %1,626
 1,509
 117
 7.8 %
Medicare stand-alone PDP914
 925
 (11) (1.2)%818
 914
 (96) (10.5)%
Total Retail Medicare11,331
 10,484
 847
 8.1 %13,237
 11,331
 1,906
 16.8 %
State-based Medicaid550
 671
 (121) (18.0)%724
 550
 174
 31.6 %
Medicare Supplement125
 118
 7
 5.9 %144
 125
 19
 15.2 %
Total premiums12,006
 11,273
 733
 6.5 %14,105
 12,006
 2,099
 17.5 %
Services3
 2
 1
 50.0 %5
 3
 2
 66.7 %
Total premiums and services revenue$12,009
 $11,275
 $734
 6.5 %$14,110
 $12,009
 $2,101
 17.5 %
Income before income taxes$493
 $607
 $(114) (18.8)%
Segment earnings$856
 $493
 $363
 73.6 %
Benefit ratio85.5% 85.8%   (0.3)%85.2% 85.5%   (0.3)%
Operating cost ratio10.1% 8.5%   1.6 %8.5% 10.1%   (1.6)%


       
For the six months ended
June 30,
 ChangeFor the six months ended
June 30,
 Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(in millions)  (in millions)  
Premiums and Services Revenue:              
Premiums:              
Individual Medicare Advantage$17,878
 $16,658
 $1,220
 7.3 %$21,502
 $17,878
 $3,624
 20.3 %
Group Medicare Advantage3,033
 2,595
 438
 16.9 %3,258
 3,033
 225
 7.4 %
Medicare stand-alone PDP1,810
 1,866
 (56) (3.0)%1,627
 1,810
 (183) (10.1)%
Total Retail Medicare22,721
 21,119
 1,602
 7.6 %26,387
 22,721
 3,666
 16.1 %
State-based Medicaid1,103
 1,324
 (221) (16.7)%1,401
 1,103
 298
 27.0 %
Medicare Supplement250
 236
 14
 5.9 %284
 250
 34
 13.6 %
Total premiums24,074
 22,679
 1,395
 6.2 %28,072
 24,074
 3,998
 16.6 %
Services5
 4
 1
 25.0 %10
 5
 5
 100.0 %
Total premiums and services revenue$24,079
 $22,683
 $1,396
 6.2 %$28,082
 $24,079
 $4,003
 16.6 %
Income before income taxes$760
 $977
 $(217) (22.2)%
Segment earnings$1,321
 $760
 $561
 73.8 %
Benefit ratio86.5% 87.0%   (0.5)%86.7% 86.5%   0.2 %
Operating cost ratio10.1% 8.5%   1.6 %8.4% 10.1%   (1.7)%
Pretax ResultsSegment Earnings
Retail segment pretax income wasearnings increased $363 million, or 73.6%, from $493 million in the 2018 quarter a decrease of $114 million, or 18.8%, compared to $607$856 million in the 20172019 quarter primarily due the segment's lower benefit and wasoperating cost ratios, as well as increased premiums, primarily associated with significant growth in our individual Medicare Advantage membership as more fully described below. Retail segment earnings increased $561 million, or 73.8%, from $760 million in the 2018 period a decrease of $217 million, or 22.2%, compared to $977 million$1.3 billion in the 2017 period. These decreases2019 period primarily were due toreflecting the result oflower operating cost ratio along with increased premiums associated with the investmentsignificant growth in benefit design for 2018our individual Medicare Advantage offerings further discussed below, investments made in the 2018 quarter as a result of the Tax Reform Law as previously described, and lower favorable prior-period reserve development. These items weremembership, partially offset by the significant operating cost efficiencies further discussedsegment's higher benefit ratio as more fully described below. The 2018 period was also impacted by a more severe flu season.
Enrollment
Individual Medicare Advantage membership increased 187,100457,300 members, or 6.6%15.1%, from June 30, 20172018 to June 30, 2018,2019, primarily due to membership additions associated with the most recent Annual Election Period, or AEP, and Open Election Period (OEP) for Medicare beneficiaries. The OEP sales period, which ran from January 1 to March 31, added approximately 43,700 members . The increase in Individual Medicare Advantage membership includes the addition of approximately 55,200 Dual Eligible Special Need Plan (D-SNP) members from June 30, 2018 to June 30, 2019.
Group Medicare Advantage membership increased 59,700,26,000, or 13.8%5.3%, from June 30, 20172018 to June 30, 2018,2019, primarily due to increased sales to our existing group accounts duringnet membership additions associated with the most recent AEP for Medicare beneficiaries.
Medicare stand-alone PDP membership decreased 228,200607,700 members, or 4.4%12.1%, from June 30, 20172018 to June 30, 20182019 reflecting net declines during the most recent AEP for Medicare beneficiaries. These anticipated declines were primarily resulted from the previously disclosed loss of auto assigned members in Florida and South Carolina due to pricing over 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 historic levels due to the introductioncompetitive nature of additional low-priced competitor offeringsthe industry and the pricing discipline we have employed, which has resulted in many regions.us no longer being the low cost plan in any market for 2019.
State-based Medicaid membership decreased 49,700increased 140,000 members, or 13.3%43.1%, from June 30, 20172018 to June 30, 2018,2019, primarily driven by the previously disclosed decision to not participatestatewide award of a comprehensive contract under the Managed Medical Assistance (MMA) program in Illinois' Integrated Program Medicaid contract, along with lower membership associated with our Florida Medicaid contract due to overall strengthening economic conditions.Florida.





Premiums Revenue
Retail segment premiums increased $733 million,$2.1 billion, or 6.5%17.5%, from the 20172018 quarter to the 20182019 quarter and increased $1.4$4.0 billion, or 6.2%16.6%, from the 20172018 period to the 20182019 period primarily due to individual and group Medicare Advantage membership growth in the most recent AEPand higher per member premiums, as well as increased per-member premiums for certain products within the segment,state-based contracts membership. These favorable items were partially offset by declinesthe decline in the state-based contracts andmembership in our stand-alone PDP revenues resulting from membership declines discussed above. Average group and individual Medicare Advantage membership increased 7.4% for both the 2018 quarter and 2018 period. 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.offerings.
Benefits Expense
The Retail segment benefit ratio decreased 30 basis points from 85.8% in the 2017 quarter to 85.5% in the 2018 quarter and decreased 50 basis points from 87.0%to 85.2% in the 2017 period to 86.5%2019 quarter primarily as a result of engaging our Medicare Advantage members in clinical programs, as well as ensuring that they are appropriately documented under the 2018 period. TheseCMS risk-adjustment model. In addition the decreases were primarily dueimpacted by the lower than expected medical costs as compared to the reinstatementpricing assumptions used in our individual Medicare Advantage business for 2019. This improvement was partially offset by the suspension of the health insurance industry fee in 20182019 which was contemplated in the pricing and benefit design of our products. This was partially offset by the unfavorable impact from the enhanced 2018 Medicare Advantage member benefits resulting from the investment of the better than expected 2017 individual Medicare Advantage pretax earningsproducts, and lower favorable prior-period medical reserve development.development in the 2019 quarter. The Retail segment benefit ratio increased 20 basis points from 86.5% in the 2018 period was also impactedto 86.7% in the 2019 period, primarily reflecting the net-negative impact of the same factors that affected the 2019 quarter described above. These increases were partially offset by higher favorable prior-period reserve development and the impact of a moreless severe flu season.season in the 2019 period.
The Retail segment’ssegment's benefits expense for the 20182019 quarter included $60$28 million in favorable prior-period medical claims reserve development versus $83$60 million in the 20172018 quarter. For the 20182019 period, the Retail segment’s benefit expense includeincludes the beneficial effect of $247$311 million in favorable prior-period reserve development versus $287$247 million in the 20172018 period. Prior-period medical claims reserve development decreased the Retail segment benefit ratio by approximately 20 basis points in the 2019 quarter versus approximately 50 basis points in the 2018 quarter versus approximately 70 basis points in the 2017 quarter. Favorable prior-period reserve development decreased the Retail segment benefit ratio by approximately 110 basis points in the 2019 period versus approximately 100 basis points in the 2018 period versus approximately 130 basis points in the 2017 period.
Operating Costs
The Retail segment operating cost ratio of 8.5% for the 2019 quarter decreased 160 basis points from 10.1% for the 2018 quarter. The Retail segment operating cost ratio of 8.4% for the 2019 period decreased 170 basis points from 10.1% for the 2018 period. The year-over-year comparison was primarily due to the suspension of the health insurance industry fee in 2019, as well as operating costs efficiencies from previously implemented productivity initiatives. These decreases were partially offset by the strategic investments in our integrated care delivery model and the impact of higher compensation expense accruals in 2019 for the AIP as a result of our continued strong performance. The non-deductible health insurance industry fee impacted the operating cost ratio by 190 basis points in the 2018 quarter and period.
The Retail segment operating cost ratio of 10.1% for the 2018 quarter increased 160 basis points from 8.5% for the 2017 quarter. The Retail segment operating cost ratio of 10.1% for the 2018 period increased 160 basis points from 8.5% for the 2017 period. The year-over-year comparison was negatively impacted by the reinstatement of the health insurance industry fee in 2018 and strategic investments made in the 2018 quarter as a result of the Tax Reform Law. These items were partially offset by significant operating cost efficiencies in the 2018 quarter driven by productivity initiatives implemented in 2017. The non-deductible health insurance industry fee impacted the operating cost ratio by 190 basis points in both the 2018 quarter and the 2018 period.







Group and Specialty Segment
June 30, ChangeJune 30, Change
2018 2017 Members Percentage2019 2018 Members Percentage
Membership:              
Medical membership:              
Fully-insured commercial group1,050,900
 1,107,500
 (56,600) (5.1)%942,500
 1,050,900
 (108,400) (10.3)%
ASO458,800
 446,800
 12,000
 2.7 %496,000
 458,800
 37,200
 8.1 %
Military services5,931,500
 3,088,600

2,842,900

92.0 %5,971,400
 5,931,500

39,900

0.7 %
Total group and specialty medical members7,441,200
 4,642,900
 2,798,300
 60.3 %7,409,900
 7,441,200
 (31,300) (0.4)%
Specialty membership (a)6,227,700
 6,917,800
 (690,100) (10.0)%5,860,000
 6,227,700
 (367,700) (5.9)%
(a)Specialty products include dental, vision, voluntary benefit products and other supplemental health and financial protection products.health. Members included in these products may not be unique to each product since members have the ability to enroll in multiple products.
       
              
For the three months ended June 30, ChangeFor the three months ended June 30, Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(in millions)  (in millions)  
Premiums and Services Revenue:              
Premiums:              
Fully-insured commercial group$1,346
 $1,350
 $(4) (0.3)%$1,284
 $1,346
 $(62) (4.6)%
Group specialty342
 323
 19
 5.9 %387
 342
 45
 13.2 %
Total premiums1,688
 1,673
 15
 0.9 %1,671
 1,688
 (17) (1.0)%
Services208
 143
 65
 45.5 %193
 208
 (15) (7.2)%
Total premiums and services revenue$1,896
 $1,816
 $80
 4.4 %$1,864
 $1,896
 $(32) (1.7)%
Income before income taxes$80
 $101
 $(21) (20.8)%
Segment earnings$5
 $80
 $(75) (93.8)%
Benefit ratio80.4% 78.4%   2.0 %86.3% 80.4%   5.9 %
Operating cost ratio23.5% 21.6%   1.9 %21.7% 23.5%   (1.8)%


       
For the six months ended
June 30,
 ChangeFor the six months ended
June 30,
 Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(in millions)  (in millions)  
Premiums and Services Revenue:              
Premiums:              
Fully-insured commercial group$2,738
 $2,728
 $10
 0.4 %$2,595
 $2,738
 $(143) (5.2)%
Group specialty689
 645
 44
 6.8 %760
 689
 71
 10.3 %
Total premiums3,427
 3,373
 54
 1.6 %3,355
 3,427
 (72) (2.1)%
Services427
 304
 123
 40.5 %387
 427
 (40) (9.4)%
Total premiums and services revenue$3,854
 $3,677
 $177
 4.8 %$3,742
 $3,854
 $(112) (2.9)%
Income before income taxes$291
 $272
 $19
 7.0 %
Segment earnings$170
 $291
 $(121) (41.6)%
Benefit ratio76.7% 77.0%   (0.3)%81.3% 76.7%   4.6 %
Operating cost ratio23.6% 21.5%   2.1 %21.8% 23.6%   (1.8)%
Pretax ResultsSegment Earnings
Group and Specialty segment pretax incomeearnings decreased $21$75 million, or 20.8%93.8%, from $101 million in the 2017 quarter to $80 million in the 2018 quarter primarily reflecting the increaseto $5 million in the benefit ratio, partially offset by higher pretax earnings associated with our military services and specialty businesses.2019 quarter. Group and Specialty segment pretax income increased $19earnings decreased $121 million, or 7.0%41.6%, from $272 million in the 2017 period to $291 million in the 2018 period primarily reflecting a decreaseto $170 million in the 2019 period. These decreases were primarily due to a higher benefit ratio, along with higher pretax earnings associated with ourlower military business.services business earnings. Earnings comparisons related to the military services business were unfavorably impacted by the receipt of certain contractual incentives and adjustments in 2018 related to the previous TRICARE contract which did not recur in 2019. These decreases were partially offset by improvement in the operating cost ratio as more fully described below.
Enrollment
Fully-insured commercial group medical membership decreased 56,600108,400 members, or 5.1%10.3%, from June 30, 20172018 to June 30, 20182019 primarily reflecting lower membership in small group accounts due in part to more small group accounts selecting level-funded ASO products in 2019, as well as the loss of certain large group accounts due to the competitive pricing environment. The portion of group fully-insured commercial medical membership in small group accounts was approximately 61% at June 30, 2019 and 62% at June 30, 2018.
Group ASO commercial medical membership increased 12,00037,200 members, or 2.7%8.1%, from June 30, 20172018 to June 30, 20182019 reflecting more small group accounts selecting level-funded ASO products in 2018,2019, 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.
Military services membership increased2,842,900 39,900 members, or 92.0%0.7%, from June 30, 20172018 to June 30, 2018 primarily due to our transition to providing healthcare services to2019. Membership includes military service members, retirees, and their families to whom the company provides healthcare services under the newcurrent T2017 TRICARE East Region contract. The current contract, coveringwhich covers 32 states, which became effective on January 1, 2018.
Specialty membership decreased 690,100367,700 members, or 10.0%5.9%, from June 30, 20172018 to June 30, 20182019 primarily due to reinsuring a portionthe exit of our voluntary benefits and financial protection products membership to a third party in connection with the previously disclosed expected sale of KMG in 2018, as well as the lossesloss 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 $15decreased $17 million, or 0.9%1.0%, from the 20172018 quarter to $1.7$1.67 billion for the 20182019 quarter and increased $54decreased $72 million, or 1.6%2.1%, from the 20172018 period to $3.4$3.36 billion for the 20182019 period. These increasesdecreases were primarily due to a decline in our fully-insured group commercial and specialty membership and the exit of our voluntary benefit and financial protection products in connection with the sale of KMG in 2018. These decreases were partially offset by higher stop-loss premiumsrevenues related to our small group level

fundedlevel-funded ASO accounts andresulting from membership growth in this product. Additionally, the impact of the lower unfavorable commercial risk adjustment, or CRA, payable estimates in 2019 as compared to 2018 resulted in higher per-member premiums across most lines of business in the segment, partially offset by declines in averagesmall group fully-insured commercial medical membership.revenues.
Services Revenue
Group and Specialty segment services revenue increased $65decreased $15 million, or 45.5%7.2%, from the 20172018 quarter to $208$193 million for the 20182019 quarter and increased $123decreased $40 million, or 40.5%9.4%, from the 20172018 period to $427$387 million for the 20182019 period as a result of the transitionprimarily due to the impact of certain contractual incentives and adjustments related to the previous TRICARE T2017 East Region contract on January 1, 2018.received in 2018, which did not recur in 2019.
Benefits Expense
The Group and Specialty segment benefit ratio increased 200590 basis points from 78.4% in the 2017 quarter to 80.4% in the 2018 quarter to 86.3% in the 2019 quarter. The Group and Specialty segment benefit ratio increased 460 basis points from 76.7% in the 2018 period to 81.3% in the 2019 period. These increases were primarily due to the unfavorable impact of seasonality on our fully-insured medical claims, the impact of the unfavorable comparison of the favorable prior-period reserve development in 2019, the impact of lower premiums resulting from the adjustment of our commercial risk adjustment, or CRA, accrual related to the Affordable Care Act, or ACA, compliant business resulting from the release of the Centers for Medicare & Medicaid Services' final 2017 CRA data. Also contributing was a change in membership mix, including the expected migration of healthier groups to ASO level funded products in 2018, which is occurring at an accelerated pace relative to our initial expectations. These factors were partially offset by the reinstatementsuspension of the health insurance industry fee in 20182019 which was contemplated in the pricing of our products. The Group and Specialty segment benefit ratio decreased 30 basis points from 77.0%products, as well as membership mix, including the continued migration of groups to level-funded ASO products in the 2017 period to 76.7% in the 2018 period primarily due to the reinstatement of the health insurance industry fee in 2018,2019. These items were partially offset by the samesmaller unfavorable factorspremium adjustment in 2019 as compared to 2018 related to our CRA accrual associated with the year-over-year quarter comparison, excluding the impactACA-compliant business as a result of the favorable prior-period reserve development.release of CMS's final 2018 CRA data.
The Group and Specialty segment's benefits expense included $11$20 million in favorableunfavorable prior-period medical claims reserve development in the 20172019 quarter versus none in the 2018 quarter. This favorableunfavorable prior-period medical claims reserve development decreasedincreased the Group and Specialty segment benefit ratio by approximately 70120 basis points in the 20172019 quarter and had no impact in the 2018 quarter. The Group and Specialty segment's benefits expense included the beneficial effect of aan unfavorable prior-period medical claims reserve development of $36 million in the 2019 period versus favorable prior-period medical claims reserve development of $34 million in the 2018 period versus $31 million in the 2017 period. This favorableThe unfavorable prior-period medical claims reserve development decreasedfor the 2019 period increased the Group and Specialty segment benefit ratio by approximately 100110 basis points inand the favorable development for the 2018 period decreased the Group and 90Specialty segment benefit ratio 100 basis points in the 2017 period.points.
Operating Costs
The Group and Specialty segment operating cost ratio of 21.7% for the 2019 quarter decreased 180 basis points from 23.5% for the 2018 quarter increased 190 basis points from 21.6% for the 2017 quarter. For the 20182019 period, the Group and Specialty segment operating cost ratio of 23.6% increased 21021.8% decreased 180 basis points from 21.5%23.6% for the 20172018 period. These increasesimprovements primarily were due to the reinstatementsuspension 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,2019, as a result of the transition to the TRICARE T2017 East Region contract, and investments made in the 2018 quarterwell as a result of the Tax Reform Law as previously described. These items were partially offset by significant operating cost efficiencies in the 20182019 quarter driven by previously implemented productivity initiatives implementedinitiatives. The improvement was further impacted by the exit of the voluntary benefits and financial protection products in 2017.connection with the previously disclosed sale of KMG recognized during the second quarter of 2018, which carried a higher operating cost ratio. These improvements were offset by the higher compensation expense accruals in 2019 for the AIP as a result of our continued strong performance. The non-deductible health insurance industry fee impacted the operating cost ratio by 160 basis points in both the 2018 quarter and the 2018 period.


Healthcare Services Segment
       
              
For the three months ended June 30, ChangeFor the three months ended June 30, Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(in millions)  (in millions)  
Revenues:              
Services:              
Provider services$82
 $67
 $15
 22.4 %
Pharmacy solutions$57
 $20
 $37
 185.0 %45
 57
 (12) (21.1)%
Clinical care services45
 46
 (1) (2.2)%30
 45
 (15) (33.3)%
Provider services67
 17
 50
 294.1 %
Total services revenues169
 83
 86
 103.6 %157
 169
 (12) (7.1)%
Intersegment revenues:              
Pharmacy solutions5,094
 5,194
 (100) (1.9)%5,465
 5,094
 371
 7.3 %
Provider services541
 397
 144
 36.3 %602
 541
 61
 11.3 %
Clinical care services170

300

(130)
(43.3)%162

170

(8)
(4.7)%
Total intersegment revenues5,805
 5,891
 (86) (1.5)%6,229
 5,805
 424
 7.3 %
Total services and intersegment revenues$5,974
 $5,974
 $
  %$6,386
 $5,974
 $412
 6.9 %
Income before income taxes$206
 $270
 $(64) (23.7)%
Segment earnings$224
 $206
 $18
 8.7 %
Operating cost ratio96.2% 95.0%   1.2 %96.1% 96.2%   (0.1)%
       
For the six months ended
June 30,
 ChangeFor the six months ended
June 30,
 Change
2018 2017 Dollars Percentage2019 2018 Dollars Percentage
(in millions)  (in millions)  
Revenues:              
Services:              
Provider services$161
 $88
 $73
 83.0 %
Pharmacy solutions$96
 $38
 $58
 152.6 %81
 96
 (15) (15.6)%
Clinical care services89
 96
 (7) (7.3)%71
 89
 (18) (20.2)%
Provider services88
 37
 51
 137.8 %
Total services revenues273
 171
 102
 59.6 %313
 273
 40
 14.7 %
Intersegment revenues:  

      

    
Pharmacy solutions10,089
 10,335
 (246) (2.4)%10,662
 10,089
 573
 5.7 %
Provider services919
 815
 104
 12.8 %1,201
 919
 282
 30.7 %
Clinical care services350
 603
 (253) (42.0)%308
 350
 (42) (12.0)%
Total intersegment revenues11,358
 11,753
 (395) (3.4)%12,171
 11,358
 813
 7.2 %
Total services and intersegment revenues$11,631
 $11,924
 $(293) (2.5)%$12,484
 $11,631
 $853
 7.3 %
Income before income taxes$379
 $514
 $(135) (26.3)%
Segment earnings$399
 $379
 $20
 5.3 %
Operating cost ratio96.2% 95.2%   1.0 %96.3% 96.2%   0.1 %
Pretax ResultsSegment Earnings
Healthcare Services segment pretax incomeearnings of $206$224 million for the 20182019 quarter decreased $64increased $18 million, or 23.7%8.7%, from $270$206 million in the 20172018 quarter. For the 20182019 period, the Healthcare Services segment pretax incomeearnings of $379$399 million decreased $135increased $20 million, or 26.3%5.3%, from $514$379 million in the 20172018 period. These decreasesincreases were primarily were due to the impact of Kindred at Home operations, higher earnings from our pharmacy operations, and the

improvement in core operating results from the optimization processprovider services business. These factors were partially offset by additional investments in new clinical assets associated with our chronic care

management programs, as well as the investments made in the 2018 quarter as a result of the Tax Reform Law as previously described.provider services business.
Script Volume
Humana Pharmacy Solutions script volumes on an adjusted 30-day equivalent basis increased to approximately 113 million in the 2019 quarter, up 2.6%, versus scripts of approximately 110 million in the 2018 quarter, up 1.9%, versus scripts of approximately 108 million in the 2017 quarter. For the 20182019 period, script volumes increased to approximately 218223 million, up 1.5%2.2%, versus scripts of approximately 215218 million in the 20172018 period. These increases primarily reflectedreflect growth associated with higher individual Medicare Advantage membership, partially offset by the decline in stand-alone PDP and Individual Commercial membership.
Services Revenues
Services revenues increased $86was relatively unchanged for the 2019 quarter at $157 million, a decrease of $12 million, or 103.6%7.1%, from the 2017 quarter2018 quarter. Services revenues increased $40 million, or 14.7%, from the 2018 period to $169$313 million for the 2018 quarter and increased $102 million, or 59.6%, from the 2017 period to $273 million for the 20182019 period primarily due to service revenue growth from our provider services and pharmacy solutions businesses.services.
Intersegment Revenues
Intersegment revenues decreased $86increased $424 million, or 1.5%7.3%, from the 20172018 quarter to $5.8$6.2 billion for the 20182019 quarter and decreased $395increased $813 million, or 3.4%7.2%, from the 20172018 period to $11.4$12.2 billion for the 20182019 period primarily due to the loss of intersegment revenues associated with our exit from the Individual commercial business, a decline in pharmacy solutions revenue year-over-year primarily due to lower stand-alone PDP membership, the result of improving the effectiveness of our chronic care management programs previously discussed, 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 bystrong Medicare Advantage membership growth in both the 2018 quarter and period, as well higher revenues associated with our provider services business reflecting our previously disclosedthe acquisition of MCCI Holdings, LLC.and FPG. These increases were partially offset by the loss of intersegment revenues associated with the reduction of stand-alone PDP membership.
Operating Costs
The Healthcare Services segment operating cost ratio of 96.2%96.1% and 96.3% for the 2018 quarter increased 120 basis points from 95.0% for the 20172019 quarter and increased 100 basis pointsperiod, respectively, were relatively unchanged from 95.2% for the 2017 period to 96.2% for the 2018 period primarily due to the lag in operating cost reduction associated with improving the effectiveness of our chronic conditions management programs, as compared to the timing of reduction in revenue, and the long-term sustainability investments inboth the 2018 quarter and period as a result of the Tax Reform Law. These items were partially offset by significant operating cost efficiencies in the 2018 quarter and period driven by productivity initiatives implemented in 2017.
Individual Commercial Segment
Individual Commercial segment pretax income of $18 million for the 2018 quarter decreased $100 million from the 2017 quarter and decreased $110 million from the 2017 period. The pretax income in the 2018 quarter and period primarily reflects the impact of favorable prior-period reserve development.
Liquidity
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 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 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).
For additional information on our liquidity risk, please refer to the section entitled “Risk Factors” in our 20172018 Form 10-K.

Cash and cash equivalents including amounts classified as held-for-sale, increased to approximately $8.8$4.8 billion at June 30, 20182019 from $4.0$2.3 billion at December 31, 2017.2018. The change in cash and cash equivalents for the six months ended June 30, 20182019 and 20172018 is summarized as follows:
Six Months EndedSix Months Ended
2018 20172019 2018
(in millions)(in millions)
Net cash provided by operating activities$3,561
 $4,099
$2,330
 $3,561
Net cash used in investing activities(287) (1,078)
Net cash provided by (used in) investing activities89
 (287)
Net cash provided by financing activities1,515
 1,241
16
 1,515
Increase in cash and cash equivalents$4,789
 $4,262
$2,435
 $4,789
Cash Flow from Operating Activities
Our operating cash flows for the 2018 period and 2017 period were each significantly impacted by the early receipt of the Medicare premium remittances of $3.3 billion in June 2018 and $3.1 billion in June 2017 because the payment datesdate of July 1, 2018 and July 2017 fell on a weekend. Generally, when the first day of a month falls on a weekend or holiday, with the exception of January 1 (New Year's Day), we receive this payment at the end of the previous month. This also resulted in an increase to unearned revenues inExcluding the 2018 impact from the early receipt of the Medicare premium remittance, our condensed consolidated balance sheet at June 30, 2018. Our operating cash flowsflow for the 2019 period improved from the 2018 period primarily from the timing of the mid-year Medicare risk adjustment premium revenue collections which were negatively impacted byreceived during the second quarter of 2019 as compared to the third quarter of 2018, higher earnings, the impact of approximately $230 million payment related to reinsuring certain voluntary benefit and financial protection products to a third party in connection with the expected sale of KMG. Our operating cash flows for the 2017 period were also significantly impacted by the receipt of the $1 billion Merger Agreement break-up fee. Excluding the effects of the reinsurance transactions, Merger termination fee andKMG in 2018, as well as the timing of the Medicare premium remittances, our operating cash flows were primarily impacted by the timing ofother working capital items.changes.
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.
The detail of benefits payable was as follows at June 30, 20182019 and December 31, 2017:2018:
June 30, 2018 December 31, 2017 2018
Period
Change
 2017
Period
Change
June 30, 2019 December 31, 2018 2019
Period
Change
 2018
Period
Change
(in millions)(in millions)
IBNR (1)$3,430
 $3,154
 $276
 $(117)$3,688
 $3,361
 $327
 $276
Reported claims in process (2)732
 614
 118
 (73)924
 617
 307
 118
Other benefits payable (3)916
 900
 16
 465
1,230
 884
 346
 16
Total benefits payable (4)$5,078
 $4,668
 $410
 $275
$5,842
 $4,862
 $980
 $410
(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 and processed (i.e. a shorter time span results in a lower IBNR). IBNR includes unprocessed claims inventories.
(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)Other benefits payable primarily include amounts owed to providers under capitated and risk sharing arrangements.
(4)Includes $58 million classified as held-for-sale at June 30, 2018.
The increase in benefits payable from December 31, 2018 to June 30, 2019 and from December 31, 2017 to June 30, 2018 primarily was due to an increase in IBNR primarily as a result of Medicare Advantage membership growth, as

well as an increase in the amount of processed but unpaid claims which fluctuate due to month-end cutoff. The increase in benefits payable from December 31, 20162018 to June 30, 2017 primarily2019 was due toalso impacted by an increase in the amounts owed to providers under the capitated and risk sharing arrangements. This was partially offset by a decrease in IBNR primarily driven by declines in individual commercial medical membership in the 2017 period, partially offset by an increase in group Medicare Advantage membership.
The detail of total net receivables was as follows at June 30, 20182019 and December 31, 2017:2018:
June 30, 2018 December 31, 2017 2018
Period
Change
 2017
Period
Change
June 30, 2019 December 31, 2018 2019
Period
Change
 2018
Period
Change
(in millions)(in millions)
Medicare$1,181
 $511
 $670
 $952
$697
 $836
 $(139) $670
Commercial and other238
 273
 (35) 139
154
 135
 19
 (35)
Military services132
 166
 (34) 33
126
 123
 3
 (34)
Allowance for doubtful accounts(80) (96) 16
 26
(73) (79) 6
 16
Total net receivables$1,471
 $854
 $617
 $1,150
$904
 $1,015
 $(111) $617
Reconciliation to cash flow statement:              
Change in receivables held-for-sale    2
 
Receivables from acquisition of business    (12) 2
Change in receivables per cash flow
statement resulting in cash from operations
    $619
 $1,150
    $(123) $619
The changes in Medicare receivables for both the 20182019 period and the 2017 period reflect the typical pattern caused by the timing of accruals and related collections associated with the CMS risk-adjustment model. Significant collections occur withreflects both the mid-year and final settlements with CMS, inwhereas the second and2018 period reflects just the final settlement with CMS. The 2018 mid-year settlement of approximately $1 billion was collected one quarter later during third quarter.quarter of 2018.
Cash Flow from Investing Activities
Net proceeds from investment securities sales and maturities in the 2019 period and 2018 period were $385 million and $339 million, respectively.
During the 2018 period, of $339 million primarily reflects action to fund the reinsurance transactions associated with the expected sale of KMG described previously. We reinvested a portion of our operating cash flows in investment securities, primarily investment-grade fixed income securities, totaling $836 million in the 2017 period.
On March 1, 2018 we acquired the remaining equity interest in MCCI. The purchase price included, in part,MCCI and acquired FPG for cash consideration of $169 million and $185 million, respectively, as discussed in Note 3 to the condensed consolidated financial statements.

On April 10, 2018, we acquired Family Physicians Group, or FPG, for cash consideration of approximately $185 million.



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 $296 million in the 2019 period and $272 million in the 2018 period and $233 million in the 2017 period.


Cash Flow from Financing Activities
Receipts from CMS associated with Medicare Part D claim subsidies for which we do not assume risk were higher than claims payments by $539 million in the 2019 period and $1.6 billion duringin the 2018 period and higher than claims payments by $2.1 billion during the 2017 period.
Under our administrative services only TRICARE contracts, health care cost payments for which we do not assume risk exceeded reimbursements from the federal government by $66 million in the 2019 period and $33 million in the 2018 period. In
Claim payments to the 2017 period, reimbursements from the federal government exceeded health care cost payments for which we do not assume risk by $6 million.
Claims paymentsDepartment of Health and Human Services, or HHS, associated with cost sharing provisions of the Health Care Reform Law for which we do not assume risk were $13 million higher than reimbursements from HHS during the 2018 period. In the 2017 period, receipts from HHS associated with cost sharing provisions of the Health Care Reform Law for which we do not assume risk were $4 million higher than claims payments.
On March 26, 2018 we completed the final settlement of our accelerated stock repurchase along with 0.08 million additional share repurchases under the current stock repurchase authorization during the 2018 period for $24 million.

We also acquired common shares in connection with employee stock plans for an aggregate cost of $10 million in the 2019 period and $69 million in the 2018 period and $78period.
Net repayments of commercial paper were $356 million in the 2017 period.
In March 2017, we issued $600 million of 3.95% senior notes due March 15, 20272019 period and $400 million of 4.80% senior notes due March 15, 2047. Our net proceeds, reduced for the underwriters' discount and commission and offering expenses paid as of March 31, 2017, were $991 million.
Net proceeds from the issuance of commercial paper were $243 million in the 2018 period. Repayments of commercial paper were $102 million in the 2017 period. The maximum principal amount outstanding at any one time during the 2018 period2019 quarter was $442$670 million.
We paid dividends to stockholders of $142 million during the 2019 period and $126 million during the 2018 period and $104 million during the 2017 period.
Future Sources and Uses of Liquidity
Dividends
For a detailed discussion of dividends to stockholders, please refer to Note 11 to the condensed consolidated financial statements.
Stock Repurchases
On July 31, 2019, we announced that we intend to enter into an agreement with a third party financial institution to effect a $1 billion accelerated stock repurchase program. We will repurchase shares through the program as part of the $3 billion authorized on July 30, 2019. The actual number of shares repurchased under the agreement will be determined based on a volume-weighted average price of our common stock during the purchase period.
For a detailed discussion of stock repurchases, please refer to Note 11 to the condensed consolidated financial statements.
Debt
For a detailed discussion of our debt, including our senior notes, credit agreement and commercial paper program, please refer to Note 13 to the condensed consolidated financial statements.



Acquisitions and Divestitures
In the third quarter of 2018, we expect to complete the sale of our wholly-owned subsidiary KMG to CGIC. Upon closing, we expect to fund the transaction with approximately $200 million of parent company cash contributed into KMG, subject to customary adjustments, in addition to the transfer of approximately $150 million of statutory capital with the sale.
During the 2018 period, we completed the acquisition of MCCI and FPG for total cash consideration of $354 million.
During July 2018 we paid cash consideration of approximately $1.1 billion as part of the Consortium's investment in Kindred, which includes both the Kindred at Home Division and Curo Health Services businesses.


For a detailed discussion of these transactions, please refer to Note 3 to the condensed consolidated financial statements.


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 June 30, 20182019 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 $250 million of our senior notes. Successive one notch downgrades increase the interest rate an additional 25 basis points, or annual interest expense by less than $1 million, up to a maximum 100 basis points, or annual interest expense by $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

were $1.8$1.9 billion at June 30, 20182019 compared to $688$578 million at December 31, 2017.2018. This increase primarily was due to insurance subsidiary dividends in excess of capital contributions from our parent company as well as operating cash derived from our non-insurance subsidiaries during the 2018 period.subsidiary earnings and other working capital changes. These itemsincreases were partially offset by the impactnet repayment of commercial paper borrowings, capital expenditures, subsidiaries capital contributions, into a subsidiaryand cash dividends to fund Medicare growth, as well as the acquisitions of MCCI and FPG, dividends and capital expenditures.shareholders. 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 (or comparable state regulator).
In the third quarter of 2018, we expect to complete the sale of our wholly-owned subsidiary KMG to CGIC, a Texas-based insurance company wholly owned by HC2, which is expected to require approximately $200 million of funding from our parent company. Total cash and cash equivalents, including estimated parent company funding requirements subject to disposal at June 30, 2018, was $779 million. See Note 3 to our condensed consolidated financial statements.
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. Based on the most recently filed statutory financial statements as of March 31, 2018,2019, our state regulated subsidiaries had aggregate statutory capital and surplus of approximately $7.8$8.1 billion, which exceeded aggregate minimum regulatory requirements of $5.2$5.5 billion. Subsidiary dividends are subject to state regulatory approval, the amount and timing of which could be reduced or delayed. The amount of dividends paid to our parent company was approximately $1.2 billion during the six months ended June 30, 2019 compared to $1.9 billion during the six months ended June 30, 2018 compared to $1.4 billion during the six months ended June 30, 2017.2018. Actual dividends paid may vary year over year due to consideration of excess statutory capital and surplus and expected future surplus requirements related to, for example, premium volume and product mix.






Item 3.    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.
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+AA at June 30, 2018.2019. Our net unrealized position decreased $428increased $361 million from a net unrealized loss position of $204 million at December 31, 2018 to a net unrealized gain position of $198 million at December 31, 2017 to a net unrealized loss position of $230$157 million at June 30, 2018.2019. At June 30, 2018,2019, we had gross unrealized losses of $236$17 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 the six months ended June 30, 2018.2019. 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 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 2.22.1 years as of June 30, 20182019 and approximately 4.12.9 years as of December 31, 2017.2018. The decline in the average duration is reflective of the longer duration securities associated with the expected sale of KMG. Based on the duration, including cash equivalents, a 1% increase in interest rates would generally decrease the fair value of our securities by approximately $356$316 million at June 30, 2018.2019.
Item 4.    Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer, or CEO, our Chief Financial Officer, or CFO, and our Principal Accounting Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures for the quarter ended June 30, 2018.2019.
Based on our evaluation, our CEO, CFO, and our Principal Accounting Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information the Company is required to disclose in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, including, without limitation, ensuring that such information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 20182019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.




Part II. Other Information
Item 1.     Legal Proceedings
For a description of the legal proceedings pending against us and certain other pending or threatened litigation, investigations, or other matters, see “Legal Proceedings and Certain Regulatory Matters” in Note 14 to the condensed consolidated financial statements beginning on page 2930 of this Form 10-Q.
Item 1A.    Risk Factors
There have been no changes to the risk factors included in our 20172018 Form 10-K.
Item 2:Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)N/A
(c)The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the three months ended June 30, 2018:2019:
PeriodTotal Number
of Shares
Purchased (1)(2)
 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)
April 2018
 $
 
 $2,000,000,000
May 2018
 
 
 2,000,000,000
June 201878,423
 299.47
 78,423
 1,976,514,548
Total78,423
 $299.47
 78,423
  
PeriodTotal Number
of Shares
Purchased (1)(2)
 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)
April 2019
 $
 
 $1,026,354,011
May 2019
 
 
 1,026,354,011
June 2019
 
 
 1,026,354,011
Total
 $
 
  
(1)On December 14, 2017, ourJuly 30, 2019, the Board of Directors authorized thereplaced a previous share repurchase authorization of up to $3.0$3 billion (of which approximately $1.03 billion remained unused) with a new authorization for repurchases of up to $3 billion of our common shares expiring on December 31, 2020, exclusive of shares repurchased in connection with employee stock plans. Under the current 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 bankers), subject to certain regulatory restrictionsexpiring on volume, pricing, and timing. Our remaining repurchase authorization was approximately $2 billion as of August 1, 2018.June 30, 2022.
(2)Excludes 0.25 million34 thousand shares repurchased in connection with employee stock plans.
Item 3:Defaults Upon Senior Securities
None.
Item 4:Mine Safety Disclosures
Not applicable.
Item 5:Other Information
None.



Item 6:     Exhibits
Item 6:Exhibits
3(i)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).
3(ii)By-Laws of Humana Inc., as amended on December 14, 2017 (incorporated herein by reference to Exhibit 3(b) to Humana Inc.’s Current Report on Form 8-K, filed December 14, 2017).
12Computation of ratio of earnings to fixed charges.
31.1Principal Executive Officer certification pursuant to Section 302 of Sarbanes–Oxley Act of 2002.
31.2Principal Financial Officer certification pursuant to Section 302 of Sarbanes–Oxley Act of 2002.
32By-Laws of Humana Inc., as amended on December 14, 2017 (incorporated herein by reference to Exhibit 3(b) to Humana Inc.’s Current Report on Form 8-K, filed December 14, 2017).Principal Executive Officer certification pursuant to Section 302 of Sarbanes–Oxley Act of 2002.Principal Financial Officer certification pursuant to Section 302 of Sarbanes–Oxley Act of 2002.Principal Executive Officer and Principal Financial Officer 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 Quarterly Report on Form 10-Q formatted in XBRL (ExtensibleiXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at June 30, 20182019 and December 31, 2017;2018; (ii) the Condensed Consolidated Statements of Income for the three and six months ended June 30, 20182019 and 2017;2018; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 20182019 and 2017;2018; (iv) the Consolidated Statements of Equity for the three and six months ended June 30, 2019 and 2019; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 20182019 and 2017;2018; and (v)(vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  HUMANA INC.
  (Registrant)
    
Date:August 1, 2018July 31, 2019By:/s/ CYNTHIA H. ZIPPERLE
   Cynthia H. Zipperle
   Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
    


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