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SCHEDULE I-PARENT COMPANY FINANCIAL INFORMATION
12 Months Ended
Dec. 31, 2017
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
SCHEDULE I-PARENT COMPANY FINANCIAL INFORMATION
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
 
December 31,
 
2017
 
2016
 
(in millions, except share
amounts)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
383

 
$
1,710

Investment securities
305

 
300

Receivable from operating subsidiaries
1,042

 
1,136

Other current assets
245

 
122

Total current assets
1,975

 
3,268

Property and equipment, net
1,091

 
1,086

Investments in subsidiaries
16,810

 
15,276

Other long-term assets
426

 
374

Total assets
$
20,302

 
$
20,004

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Payable to operating subsidiaries
$
4,311

 
$
4,107

Current portion of notes payable to operating subsidiaries
28

 
28

Book overdraft
41

 
38

Short-term borrowings
150

 
300

Other current liabilities
896

 
708

Total current liabilities
5,426

 
5,181

Long-term debt
4,770

 
3,792

Notes payable to operating subsidiaries
9

 
9

Other long-term liabilities
255

 
337

Total liabilities
10,460

 
9,319

Commitments and contingencies

 

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

 

Common stock, $0.16 2/3 par; 300,000,000 shares authorized;
198,572,458 shares issued at December 31, 2017 and 198,495,007
shares issued at December 31, 2016
33

 
33

Capital in excess of par value
2,445

 
2,562

Retained earnings
13,670

 
11,454

Accumulated other comprehensive income (loss)
19

 
(66
)
Treasury stock, at cost, 60,893,762 shares at December 31, 2017
and 49,189,811 shares at December 31, 2016
(6,325
)
 
(3,298
)
Total stockholders’ equity
9,842

 
10,685

Total liabilities and stockholders’ equity
$
20,302

 
$
20,004


See accompanying notes to the parent company financial statements.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF INCOME
 

 
For the year ended December 31,
 
2017
 
2016
 
2015
 
(in millions)
Revenues:
 
 
 
 
 
Management fees charged to operating subsidiaries
$
1,864

 
$
1,683

 
$
1,469

Investment and other income, net
57

 
42

 
5

 
1,921

 
1,725

 
1,474

Expenses:
 
 
 
 
 
Operating costs
1,801

 
1,519

 
1,347

Merger termination fee and related costs, net
(936
)
 
104

 
23

Depreciation
332

 
302

 
252

Interest
243

 
189

 
186

 
1,440

 
2,114

 
1,808

Income (loss) before gain on sale of business, income taxes and equity in net earnings of subsidiaries
481

 
(389
)
 
(334
)
Gain on sale of business

 

 
270

Income (loss) before income taxes and equity in net earnings of subsidiaries
481

 
(389
)
 
(64
)
Provision (benefit) for income taxes
61

 
(107
)
 
(70
)
Income (loss) before equity in net earnings of subsidiaries
420

 
(282
)
 
6

Equity in net earnings of subsidiaries
2,028

 
896

 
1,270

Net income
$
2,448

 
$
614

 
$
1,276


See accompanying notes to the parent company financial statements.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
 
For the year ended December 31,
 
2017
 
2016
 
2015
 
(in millions)
Net income
$
2,448

 
$
614

 
$
1,276

Other comprehensive income (loss):
 
 
 
 
 
Change in gross unrealized investment gains/losses
149

 
(101
)
 
(114
)
Effect of income taxes
(55
)
 
38

 
42

Total change in unrealized investment
gains/losses, net of tax
94

 
(63
)
 
(72
)
Reclassification adjustment for net realized
gains included in investment income
(14
)
 
(96
)
 
(146
)
Effect of income taxes
5

 
35

 
53

Total reclassification adjustment, net of tax
(9
)
 
(61
)
 
(93
)
Other comprehensive income (loss), net of tax
85

 
(124
)
 
(165
)
Comprehensive income
$
2,533

 
$
490

 
$
1,111

See accompanying notes to the parent company financial statements.
SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF CASH FLOWS
 
For the year ended December 31,
 
2017
 
2016
 
2015
 
(in millions)
Net cash provided by operating activities
$
2,423

 
$
1,848

 
$
953

Cash flows from investing activities:
 
 
 
 
 
Proceeds from sale of business

 

 
1,055

Capital contributions to operating subsidiaries
(695
)
 
(895
)
 
(833
)
Purchases of investment securities
(53
)
 
(151
)
 
(507
)
Proceeds from sale of investment securities

 
25

 
18

Maturities of investment securities
51

 
143

 
108

Purchases of property and equipment, net
(359
)
 
(382
)
 
(378
)
Net cash used in investing activities
(1,056
)
 
(1,260
)
 
(537
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of senior notes, net
1,779

 

 

(Repayments) proceeds from issuance of commercial paper, net
(153
)
 
(2
)
 
298

Repayment of long-term debt
(800
)
 

 

Change in book overdraft
3

 
5

 
(16
)
Common stock repurchases
(3,365
)
 
(104
)
 
(385
)
Dividends paid
(220
)
 
(177
)
 
(172
)
Tax benefit from stock-based compensation

 

 
15

Proceeds from stock option exercises and other
62

 
11

 
22

Net cash used in financing activities
(2,694
)
 
(267
)
 
(238
)
(Decrease) increase in cash and cash equivalents
(1,327
)
 
321

 
178

Cash and cash equivalents at beginning of year
1,710

 
1,389

 
1,211

Cash and cash equivalents at end of year
$
383

 
$
1,710

 
$
1,389

See accompanying notes to the parent company financial statements.
BASIS OF PRESENTATION
Parent company financial information has been derived from our consolidated financial statements and excludes the accounts of all operating subsidiaries. This information should be read in conjunction with our consolidated financial statements.
Related Party
Refer to Note 2 of the notes to consolidated financial statements in this Annual Report on Form 10-K for a description of our related party transactions. A related party note receivable is included with other long-term assets in our condensed balance sheet at December 31, 2017 and December 31, 2016 in the amount of $349 million and $314 million, respectively. We have also entered into a revolving note agreement providing a line of credit up to $55 million under which $18 million was outstanding at December 31, 2017, and we had no balance outstanding at December 31, 2016. The related interest income of $35 million and $30 million for 2017 and 2016, respectively, is included in investment and other income in our condensed statements of income.
TRANSACTIONS WITH SUBSIDIARIES
Management Fee
Through intercompany service agreements approved, if required, by state regulatory authorities, Humana Inc., our parent company, charges a management fee for reimbursement of certain centralized services provided to its subsidiaries including information systems, disbursement, investment and cash administration, marketing, legal, finance, and medical and executive management oversight.
Dividends
Cash dividends received from subsidiaries and included as a component of net cash provided by operating activities were $1.4 billion in 2017, $763 million in 2016, and $493 million in 2015.
Guarantee
Through indemnity agreements approved by state regulatory authorities, certain of our regulated subsidiaries generally are guaranteed by our parent company in the event of insolvency for: (1) member coverage for which premium payment has been made prior to insolvency; (2) benefits for members then hospitalized until discharged; and (3) payment to providers for services rendered prior to insolvency. Our parent has also guaranteed the obligations of our military services subsidiaries.
Notes Receivables from Operating Subsidiaries
We funded certain subsidiaries with surplus note agreements. These notes are generally non-interest bearing and may not be entered into or repaid without the prior approval of the applicable Departments of Insurance or other state regulatory authorities.
Notes Payable to Operating Subsidiaries
We borrowed funds from certain subsidiaries with notes generally collateralized by real estate. These notes, which have various payment and maturity terms, bear interest ranging from 2.14% to 6.65% and are payable in 2018 and 2019. We recorded interest expense of $1 million related to these notes for each of the years ended December 31, 2017, 2016 and 2015.
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. In most states, prior notification is provided before paying a dividend even if approval is not required.
Although minimum required levels of equity are largely based on premium volume, product mix, and the quality of assets held, minimum requirements vary significantly at the state level. Our state regulated insurances subsidiaries had aggregate statutory capital and surplus of approximately $8.0 billion and $7.7 billion as of December 31, 2017 and 2016, respectively, which exceeded aggregate minimum regulatory requirements of $4.8 billion in both years. Subsidiary dividends are subject to state regulatory approval, the amount and timing of which could be reduced or delayed. Excluding Puerto Rico subsidiaries, the amount of ordinary dividends that may be paid to our parent company in 2018 is approximately $1.1 billion in the aggregate. This compares to dividends that were paid to our parent company in 2017 of approximately $1.4 billion. Actual dividends paid may vary due to consideration of excess statutory capital and surplus and expected future surplus requirements related to, for example, premium volume and product mix.
Our parent company funded a subsidiary capital contribution of approximately $535 million in the first quarter of 2017 for reserve strengthening associated with our closed block of long-term care insurance policies discussed further in Note 18 of the notes to consolidated financial statements in this Annual Report on Form 10-K.
Our use of operating cash flows derived from our non-insurance subsidiaries, such as in our Healthcare Services segment, is generally not restricted by state departments of insurance (or comparable state regulators).
ACQUISITIONS AND DIVESTITURES
Refer to Note 3 of the notes to consolidated financial statements in this Annual Report on Form 10-K for a description of certain acquisitions and divestitures. On June 1, 2015, we completed the sale of our wholly owned subsidiary, Concentra Inc. During 2017, 2016 and 2015, we funded certain non-regulated subsidiary acquisitions with contributions from Humana Inc., our parent company, included in capital contributions in the condensed statement of cash flows.
INCOME TAXES
Refer to Note 11 of the notes to consolidated financial statements included in this Annual Report on Form 10-K for a description of income taxes.
DEBT
Refer to Note 12 of the notes to consolidated financial statements included in this Annual Report on Form 10-K for a description of debt.
STOCKHOLDER’S EQUITY
Refer to Note 15 of the notes to consolidated financial statements included in this Annual Report on Form 10-K for a description of stockholders’ equity, including stock repurchases and stockholder dividends.