Doug R. Simpson - Vice President-Investor Relations Joseph R. Swedish - President, Chief Executive Officer & Director Wayne S. DeVeydt - Chief Financial Officer & Executive Vice President.

A.J. Rice - UBS Securities LLC Joshua R. Raskin - Barclays Capital, Inc. Scott J. Fidel - Deutsche Bank Securities, Inc. Chris D. Rigg - Susquehanna Financial Group LLLP Christine M. Arnold - Cowen & Co. LLC David Anthony Styblo - Jefferies LLC Matthew Richard Borsch - Goldman Sachs & Co.

Kevin Mark Fischbeck - Bank of America Merrill Lynch Andy Schenker - Morgan Stanley & Co. LLC Peter Costa - Wells Fargo Securities LLC Ana A. Gupte - Leerink Partners LLC Ralph Giacobbe - Credit Suisse Securities (USA) LLC (Broker).

Ladies and gentlemen, thank you for standing by and welcome to the Anthem Conference Call. At this time, all lines are in a listen-only mode. Later, there will be a question-and-answer session. Instructions will be given at that time. As a reminder, this conference is being recorded. I would now like to turn the conference over to company's management..

Welcome to Anthem's First Quarter 2015 Earnings Call. This is Doug Simpson, Vice President of Investor Relations. With us this morning are Joe Swedish, President and CEO; and Wayne DeVeydt, our CFO. Joe will discuss our first quarter 2015 financial results and the macro backdrop and also provide additional commentary on our 2015 outlook.

Joe and Wayne are then both available for Q&A. During the call, we will reference certain non-GAAP measures. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are available on our website at antheminc.com. We will also be making some forward-looking statements on this call.

Listeners are cautioned that these statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Anthem. These risks and uncertainties can cause actual results to differ materially from our current expectations.

We advise listeners to review the risk factors discussed in today's press release and in our quarterly and annual filings with the SEC. I will now turn the call over to Joe..

Thank you, Doug, and good morning. We're pleased to announce a strong first quarter 2015 adjusted earnings per share of $3.14, with membership and margins tracking well thus far.

We ended the first quarter of 2015 with over 38.5 million members, in excess of 1 million members more than the 37.5 million members we reported on our fourth quarter 2014 earnings call.

Our growth continues to be balanced so far in 2015 as we added 429,000 Medicaid members, 371,000 National members, 102,000 Individual members and 82,000 Local Group members. Notice that this is the first quarter where our results include the impact of Simply Healthcare, which we closed in February and which contributed 205,000 members as of March 31.

Driving our strong first quarter results were solid contributions from both our Commercial and Government segments. Specifically in the first quarter, we reported earnings per share of $3.09 on a GAAP basis and $3.14 per share on an adjusted basis.

Our GAAP earnings per share and adjusted earnings per share increased from the first quarter 2014, driven by revenue growth, an improved medical loss ratio and opportunistic capital deployment. We're pleased with the evolution of our diversified business model and believe it bodes well for future growth opportunities.

In the first quarter, our membership grew to over 38.5 million lives and our quarterly revenue approached $19 billion. This quarter also marked the first time that Government business represented slightly more than half of our consolidated operating revenues.

The diversity of our business model is serving our members and our shareholders well as we leverage capabilities and investments to drive improvements in cost and quality. During the quarter, we closed on the acquisition of Simply Healthcare, a Medicaid, Medicare company in the State of Florida.

The deal is expected to be earnings neutral on a GAAP basis and to be slightly accretive on an adjusted basis in 2015. Simply's local market experience and strong provider relationships augment our position in the important Florida market and improves our ability to serve local communities with Medicare and Medicaid offerings.

Our provider collaboration efforts continue to grow and we now have roughly $50 billion of our aggregate healthcare spending in value-based contract, of which over half flows from shared saving, shared risk or population-based payments with the balance in pay-for-performance arrangements.

Details vary by contract and market, but they're generally characterized by upfront payments for care coordination and an opportunity for shared savings with our Enhanced Personal Health Care program as a good example.

It's about aligning incentives to encourage smarter, collaborative decision-making that fosters healthier outcomes and a better patient experience.

Our position aligns with the goals laid out by HHS earlier this year, calling for 30% of all Medicare fee-for-service provider payments to be in alternative payment models that are tied to how well providers care for their patients by 2016 and increases the goal to 50% by 2018.

In the first quarter of 2015, we have added 18 accountable care organizations, bringing our total number of ACO contracts to 139. To-date, the program includes contracts with over 37,000 primary care physicians through ACOs and patient-centered medical homes who are accountable for the cost and quality of care of 3.8 million Commercial members.

Notable among our new ACOs is an expanded partnership with UC Health, which is Greater Cincinnati's academic medical system covering both our Commercial and Medicare Advantage plans.

Under this new arrangement, UC Health's providers will accept value-based reimbursement tied to the total cost of care for their panel of attributed members and gain the opportunity for shared savings payments for meeting specified quality and cost efficiency targets.

We've finalized a study of the results of the first year of Enhanced Personal Health Care and are encouraged by what we have found. We conducted a rigorous analysis of the results comparing members in our Enhanced Personal Health Care program versus those who are not to determine the program's effect.

Earlier results show improved acute care admissions, inpatient days and lower ER utilization, and these improvements led to gross savings per attributed member per month of $9.51. Additionally, our focus on cost of care management is advancing, generating incremental improvements of over $150 million for 2014 and 2015.

We have improved analytics to identify actionable trend drivers and we have increased the sharing of best practices across our Commercial and Government segments. We're conducting deep dives on cost of care across our markets and identifying local leadership to drive further improvements in cost outcomes.

Finally, our focus on an improved customer experience is aimed at delivering intuitive and easy experiences to our customers through the channel of their choice. Our consumer culture team is dedicated to systematically modifying the mindsets and behaviors of our associates.

Our consumer work is concentrated on improving the experience associated with key areas such as shopping, post enrollment, and transparency and payment. Our research confirms that customers don't want to exert too much time or effort on their health insurance.

Consequently, we are focused on optimizing our capabilities to deliver exceptional services that more closely mirror those experiences that consumers enjoy in the other aspects of their lives. We have a partnership with American Well whereby our consumers can have a virtual physician visit 24/7, 365 days per year in 44 states.

We also offer convenient care options through LiveHealth Online, which lowers costs and reduces unnecessary ER and urgent care visits. Tools such as Anthem Health Guides help navigate the healthcare system, and our relationship with (9:02) helps our members better understand their healthcare options and choices.

We believe the ability to reduce complexity and frustration will be differentiating factors for us. I'd like to now turn to discuss our Commercial business and execution of our strategies. Commercial membership rose 555,000 in the first quarter, to 29.9 million members.

However, revenues declined in the first quarter by 3.4% to $9.4 billion, primarily due to the previously announced decision to discontinue our Employer Group Medicare offering in the state of Georgia account.

Self-funded membership trends in the Commercial business during the quarter were encouraging, increasing by nearly 800,000 versus year-end 2014. This was primarily driven by better-than-expected growth in our large group business. Private exchange has remained a smaller part of the story, but they're growing off that smaller base.

We currently serve 280,000 Commercial members through active group private exchanges, up from approximately 127,000 at year-end 2014.

Roughly two-thirds of these lives are on a self-funded basis, and most of this growth is flowing from our National Accounts segment, with membership coming through exchanges operated by major consulting firms, with the balance generated either through Anthem Health marketplace or broker-led exchanges.

The majority of this volume is from existing business, but approximately 35% represent new members to Anthem. While still a small piece of the overall book, we expect private exchange enrollment will continue to grow within our mix over time.

We're optimistic about the outlook for the 2016 National Accounts selling season, having already closed on two large new accounts with a combined membership opportunity of several hundred thousand lives. We have a solid pipeline for National Accounts, and expect solid growth in this area in 2016.

Insured membership in the Commercial business declined, as expected, in our large group and small group businesses. The large group business decline reflected the decision to exit the Employer Group Medicare Advantage market in the State of Georgia account, which was reflected in our Local Group membership, as it was with the Commercial customer.

Small group membership declined by 96,000 in the quarter, with total membership ending at 1.36 million. Individual membership grew by 102,000 during the quarter, due to growth in public exchange lives, partially offset by expected contraction in non-metal products.

The amount of contraction was less than anticipated, as retention rates in these non-metal products were better than expected. We believe our exchange strategy is playing out well overall, and our early read is that the demographics of exchange lives appear slightly younger than last year's population.

In the first quarter, we grew exchange membership by 191,000 lives, to 898,000. Overall in the first quarter, Individual exchange enrollment growth was light of our expectations due to lower aggregate growth in exchange lives in our served market and continued pricing pressure in certain markets, including New York, Kentucky and Colorado.

We believe that we will continue to grow share as the market pricing backdrop stabilizes toward a more sustainable level, and co-ops and other new entrants gain more experience. For Three Rs, we continue to book reinsurance as appropriate.

For risk adjusters, we have slightly increased the net payable position for the 2014 benefit year and have established a net payable position in the 2015 benefit year as well. For risk quarters, we are now in a slight net payable position for the 2014 benefit year, and are in a net neutral position for the 2015 benefit year.

We believe our estimates are prudent given the dynamic nature of available information, and we expect to continue to refine our estimates in these areas, as the relative risk profile of our various competitors become clearer within our markets. I'd now like to turn to the Government segment and to speak to the solid first quarter results.

Our Government business segment is having another strong growth year, adding 483,000 members in the first quarter, driven by strong organic growth in Medicaid and the addition of Simply Healthcare, while generating revenues of $9.5 billion, up approximately 19.4% quarter-over-quarter.

Medicaid enrollment was up an additional 429,000 members in the first quarter. We are very pleased, as both organic membership growth and enrollment coming online from recent contract awards exceeded our expectations. The pipeline of opportunity for our Government business remains substantial.

We currently estimate $65 billion of new business could be awarded by the end of 2018, split about evenly between traditional Medicaid, and new populations and specialized services.

We believe our experience and footprint positions us very well to continue our growth as we help states address the challenges of lowering healthcare cost and improving quality for their residents. Our Medicare enrollment grew slightly in the first quarter, largely due to the acquisition of Simply Healthcare.

Excluding Simply, membership remained stable, as our retention was slightly better than expected. Government operating margins improved 40 basis points quarter-over-quarter to 3.4%. This primarily reflected improved medical cost performance in certain markets in our Medicaid business.

I now want to turn to discuss the key consolidated financial highlights from the first quarter of 2015. I'll also provide updated commentary on our 2015 outlook. As I stated previously, on a GAAP basis, we reported earnings per share of $3.09 for the first quarter of 2015.

These results included net investment gains of $0.08 per share, $0.01 per share of expenses for the early retirement of debt, and $0.12 per share of expenses for deal-related amortization. Excluding these items, our adjusted earnings per share totaled $3.14 for the quarter.

Medical enrollment increased by over 1 million members, or 2.8%, during the quarter to approximately 38.5 million medical members as of March 31. This reflected membership increases in virtually all lines of business.

Operating revenue was nearly $18.9 billion in the quarter, an increase of approximately $1.2 billion or 6.8% versus the first quarter of 2014, reflecting robust enrollment in the Government business and additional premium revenue to cover overall cost trends and new fees associated with healthcare reform.

For the first time in our company's history, the Government business accounted for more than 50% of our quarterly revenue. The growing diversity of our business aligns with our long-term strategy as we believe we are well-positioned to continue capitalizing on future growth opportunities.

The benefit expense ratio was 80.2% in the first quarter of 2015, a decrease of 250 basis points from the prior-year quarter.

The decline reflected a lower medical cost ratio in the Local Group and Individual businesses due to the timing of medical cost experience, improved medical cost performance in the Medicaid business, and the impact of an increase in the health insurer fee for 2015.

For the full year 2015, we continue to expect underlying Local Group medical cost trends to be in the range of 7% plus or minus 50 basis points.

Our SG&A expense ratio increased by 50 basis points from the first quarter of 2014, 16.7% in the first quarter of 2015, as expected, largely due to higher healthcare reform fees in 2015 and higher administrative costs as a result of the strong membership growth during the first quarter.

Moving to the balance sheet, days in claims payable was 45.7 days as of March 31, up 3.2 days from the 42.5 days as of December 31, 2014. The increase was primarily due to higher reserves associated with new membership coming online throughout the quarter.

As previously discussed, we expect delays (18:48) in claims payable to come back down to closer to 40 days over time. Our debt-to-capital ratio was 39.4% as of March 31, 2015, up 90 basis points from 38.5% as of December 31.

We ended the first quarter with approximately $2.8 billion of cash and investments at the parent company and our investment portfolio was in an unrealized gain position of approximately $1.1 billion as of March 31. Moving to cash flow, we generated strong operating cash flow of nearly $1.7 billion in the first quarter or 1.9 times net income.

As a reminder, our first quarter cash flows are historically higher than the average quarter as we pay our first and second estimated federal income tax payment in the second quarter. That said, cash flow trends in the first quarter are encouraging and we remain comfortable in our outlook of greater than $3.5 billion for the full year.

In addition to closing the Simply acquisition during the quarter, we repurchased nearly 5.7 million shares during the quarter for approximately $774 million, representing a weighted average price of $136.88.

As of March 31, we had approximately $4.9 billion of share repurchase authorization remaining, which we intend to utilize over a multi-year period, subject to market conditions. We used $167 million during the quarter for our cash dividend, and yesterday the Audit Committee cleared our second quarter 2015 dividend of $0.625 per share to shareholders.

Turning to our full 2015 outlook, we continue to see 2015 as a year of continued growth across our business. We're updating our outlook for full year 2015 adjusted EPS from greater than $9.70 to greater than $9.90, which reflects the solid core trends and run rates seen in the first quarter.

First quarter results and underlying medical cost performance tracked well versus our expectation and bode well for the remainder of 2015. As we said last quarter, the first quarter was expected to represent our highest quarterly earnings level this year.

While we do not offer quarterly EPS guidance, we expect the second quarter to be the strongest of the remaining three quarters, with the first half of the year approaching 60% of our full year EPS.

We expect the fourth quarter to be the lowest quarterly EPS figure for the year as a result of the diminishing impact of the Three Rs, the timing of member months, and our overall business mix. We continue to expect operating cash flow in 2015 to be greater than $3.5 billion and this will be another active year of capital deployment.

In that regard, we remain focused on maintaining an appropriate balance between returning capital to our shareholders and ensuring financial flexibility for investments in the future growth opportunities and potential M&A.

While we are encouraged by the underlying trends in the first quarter, it remains early in the year, and we believe our full year outlook is reasonable and prudent. Wayne and I will now be available for questions.

Operator, can you open the queue?.

Thank you. And ladies and gentlemen, we will now begin the question-and-answer session. And our first question is from A.J. Rice from UBS. Please go ahead..

Thanks. Hi, everybody. Maybe just asking on the cost trend. I know you highlighted the experience with the new members being part of the dynamic, but you did outperform us by quite a wide margin, I think, consensus on the MLR trend.

Can you drill down a little bit more what you're seeing? I know some of the others have talked about the updated hep C contracting being a factor.

And are you just being conservative at this point and not signaling maybe that you're toward the low end of your medical cost trend outlook for the rest of the year, or is there something that we should keep in mind on that?.

Hi, A.J. Good morning. Appreciate the question. Let me start by saying that we're only 90 days, really one quarter into the year, and I think from our perspective it was just prudent to wait till we saw the second quarter settle itself out.

That being said, if the trends we had seen in the first quarter were to continue, we clearly would have a bias towards the lower end of our current guidance range at this point in time and really around the things you've highlighted.

We are expecting a lower hep C cost for the year and a lower utilization than we had anticipated at this point in time. And overall, we think trend is playing well in all lines of business and in all segments..

Okay, great. And then just maybe quickly on my follow-up, I think there was an expectation that there might be some Three R data available from CMS in the spring. That seems to have gotten pushed back. I know there's a hope that we get some final data out in the fall.

Can you just maybe walk us through what you're expecting, if you've gotten any preliminary information from them, and how that might affect the back half or rest of the year cash flows and your thinking about these days claims payable you're running?.

Yeah, so relative to the Three Rs, we really don't think that we'll get, as an industry, real quality data till early third quarter, most likely in the July timeframe. The question will be, will we get it prior to 2Q earnings, where we'll have an opportunity to reflect that.

That being said, we are using the Wakely data and other information that we can find available and we continue, we believe, to reserve towards the more conservative end of a range of outcomes. We hope that that proves to be the case, which is a reflection of why our DCP has also continued to be an elevated level and the impact of those.

It's important to recognize, though, that there's a combination of DCP being impacted by just strong reserves. The Three Rs in and of themselves do not necessarily reflect in DCP. So, we think we have conservatism beyond what's in the DCP at this point in time.

Relative to cash flow, our outlook does assume a payout relative to the expectations we've booked at so far. So again, to the extent that that proves to be conservative, we would have upside both in our outlook and our cash flow.

But I do want to reiterate, there are a lot of moving parts on the Three Rs and a lot of data that is not in our current custody (26:04), and we're going to need to get the actual data from CMS to be able to finalize any estimates..

Okay, great. Thanks a lot..

Thank you. Our next question is from the line of Josh Raskin from Barclays. Please go ahead..

Thanks. Good morning. Just want to talk a little bit about the membership trends.

I'm curious, the additional 200,000 lives on the ASO front, maybe just some color as to where that's coming from; is that in-group growth or is that better sales? And then, it looks like you're expecting membership to actually trend down the rest of the year, and I don't know if that's exchanges or if there's something there.

And then I guess part C of my one question is just any expected impact from the Assurant sale and what you see in the market from those guys?.

Good morning, Josh. Relative to the ASO, it's a combination of mostly in Local Group. So, we are winning new accounts in Local Group. We obviously had already assumed the significant membership growth in our guidance regarding National Accounts, but we're being successful in the markets.

There is some in-group change, but I would say it's a much smaller impact of the membership beat than it is actual new membership wins. So, we're definitely encouraged by that. We have the membership trailing down though in the back half of the year primarily due to the exchanges.

We saw last year that a lot of the enrollees after Q1 actually migrated down throughout the year. We took a conservative posture in our guidance last year, assuming that would be the case, and that in fact played out to be the case.

So we're going to assume a similar trend this year, which is a lot of the membership comes in heavy in Q1 and then as the year progresses it slowly ratchets down.

Relative to the Assurant, which I know many of you probably saw last night, I would just say this, Josh, that this is the trend that we thought would be occurring regarding public exchanges.

And I think we've been fairly vocal that we think that companies have to not only be local to get the cost of goods sold advantages they need, but they have to have significant depth, and you need to have national G&A leverage to be able to comply with the MLR rules.

So, I think these opportunities are going to become more and more as this environment has the Three Rs go away. And from our perspective, we plan to be a participant in that membership as it becomes available..

And then, just a quick one, Wayne....

Hey, Josh....

Yeah..

...Josh, this is Joe..

Hi 28:21)..

Yeah. Good morning. I just want to add on to the nice commentary Wayne provided. A very small wrinkle is the small group, which we're going to continue to see declines in membership, as we expected, something north of 100,000 lives.

So I just wanted to bring that in, because last year, we had a decline that escalated a little bit more than we had originally forecast, and I think this year, we're expecting continued decline, albeit maybe not as aggressive..

Okay. And then Wayne, I think you said in the release that PPRD was a little bit higher than expected.

Was there a P&L impact that didn't get replenished?.

No. Regarding prior period, while it was slightly better than we expected, we believe we've re-established all of it within the balance sheet as of March 31 and we think the DCP would be a good idea to point to, in terms of that strength. So, it did come in better.

That generally bodes well then as well, Josh, as you know for underlying trend then, because our pricing is assuming a higher level than what we actually saw come through, but we do believe we've re-established it at March 31..

Okay, thanks..

Thank you. Our next question is from Scott Fidel from Deutsche Bank. Please go ahead..

Thanks. Just questions on the Medicaid side.

First, maybe if you can just flag some of the markets that you referenced where you're seeing the particularly favorable medical cost trends, and how that's playing out maybe with some of the floor requirements in those markets? Then just unrelated follow-up, would just be interested in, I know it's a small market for Anthem overall, but your thoughts on the Kentucky Medicaid reprocurement and how much rebasement in the rates you think could occur as a result of that? Thanks..

Good morning, Scott. Let me first talk about the Medicaid and where we're seeing the positive trends. To be candid, I would say that we're generally seeing it across the board. This appears to be a muted (30:18) trend versus expectations. All markets are performing well relative to our expectations.

We continue to have states, such as the State of Florida, where we assume, with the expansion, that we would have a much higher MLR. That proved to be the case.

We are looking for continued improvement in that market versus the pricing environment, but we are expecting rates that will be much more commensurate with what we're seeing in the actual underlying trends in the State of Florida. And the last thing I would just say is, regarding Kentucky Medicaid, at this point, we're happy with the reprocurement.

We think it will give us an opportunity for a bigger piece of the pie than what we initially got with our entry into the market last year. As you know, the rates are an evolving process, so more to come on that, is what I would say.

But generally speaking, we're very encouraged, not only at the reprocurements that are out there, because we think we have a chance, not only of retaining but growing, but the significant pipeline that Joe highlighted earlier on in the dialogue today..

Okay, thanks..

Thank you. Our next question will come from the line of Chris Rigg from Susquehanna Financial Group. Please go ahead..

Hi, good morning. Thanks for taking my questions.

Just wanted to see if you guys could provide any color with regard to public exchange enrollment and how, or if, utilization has changed amongst those members sort of year-to-year, people that you've had enrolled for 15 months or so, whether there's been any material difference between how they've used the system, versus people that are more traditional to the healthcare system.

Thanks..

Chris, let me first start by saying that generally speaking, the demographics this year on employment base (32:02) versus a year ago are just slightly younger. So I would say, all things being equal, things are playing out relatively similar to what we had expected in the prior year. I would say the volume, though, is not what we had expected.

So if we were to point to one area where we were anticipating more volume than we actually got, it was in the public exchange arena. And we think that's going to result in an interesting dynamic, as the year progresses, on what lives shifted to where, in terms of the new lives that came in, and what implications that may have on the Three Rs.

That being said, I would say that it's still early, 90 days in. Remember, a lot of these members last year, because of the exchanges not operating effectively in Q4, really didn't come on until late Q1, early Q2. And so, they started to burn through their deductibles early on in that period, more in the Q2 timeframe versus this year, it's in the Q1.

So it's too early to really make a declaration if the trends on that previous membership are improving this year, and it's part of the reason for us maintaining our current trend outlook..

Okay, great. Thanks a lot..

Thank you. Our next question is from Christine Arnold from Cowen. Please go ahead..

Hey, there.

I know you're not giving guidance for 2016, but could you give us, broad strokes, how you see things playing out? Is there still opportunity to improve the public exchange margin from here? Is Medicare Advantage going to improve? How do we think about the duals versus Medicaid and small group? How do we think about kind of pluses and minuses for next year?.

Maybe I'll take a run briefly, and then let Wayne jump in. But just to underscore what we said last year, we're continuing into this year, our margin expectation in that space is about 3% to 5%. We see no reason that that would change through the balance of the year, even going into next year.

I think the driver going into next year is the fact that we're going to see this marketplace stabilize, in the sense that other players are going to gain more experience.

We have said repeatedly that we believe that pricing will probably gravitate toward a tighter band as more plans become – getting better experience at the membership they're pricing.

So our sense is that this market will evolve by way of maturity, and we think stabilization will certainly play to our benefit in terms of membership capture going into 2016..

And to add to Joe's, Christine, I agree with everything Joe highlighted. I think it's just important to recognize what makes 2016 so unique is that it's the first year with no meaningful headwind. We don't have an increase in the health insurer fee in 2016.

Our small group attrition will have meaningfully run its course by the end of this year in terms of the op gain impact. So as we move into next year, we don't have a meaningful headwind to point to but we do expect a tailwind from public exchange growth with stability in margins. We do expect growth in National Accounts.

In fact, we've already logged and locked into significant accounts that will be north of $100,000 in growth already, and we're still in the midst early in the selling season for National for next year. We expect large Local Group growth as well.

Medicaid, not only the expansion of margins in those states that are not at our targeted margin levels, but at the same time we expect more membership to continue to come in with all the RFP procurement. We do expect meaningful EBITDA improvement in Medicare starting in 2016 as the first year of the meaningful improvement in a multi-year.

And then finally, we expect capital deployment to still play a factor in our EPS growth, not as meaningful maybe as it has in the past but to really start seeing our investments paying off on the top line and the operating earnings growth..

Great. Thanks..

Thank you. And our next question is from Dave Windley from Jefferies. Please go ahead..

Hi, good morning. It's Dave Styblo in for Windley. Thanks for the questions. Want to come back to A.J.'s original question about the cost trend and actually take it a step further and translate that to EPS.

With you guys beating (36:03) by $0.45, $0.50 at least relative to the Street, how did that compare to what you were expecting? And then, I also know you mentioned there was some benefit of timing related to the Local and Individual medical cost experience.

Can you quantify how much that was? And at the end of the day, I'm just trying to get a better sense of why the guidance increase was only $0.20 versus something that perhaps might have been better than the 1Q outperformance?.

So, let me first point to a few things. We had previously highlighted that we expected first quarter to be the highest quarterly earnings level for us. That being said, we did obviously outperform on a run rate basis our own expectations.

So at the same time, as we saw last year, there was a significant amount of uncertainty around the Three Rs and how the membership mix would come into play. We believe that uncertainty is real and will continue through 2Q. If that plays out to be better than expected, we would consider raising more.

But at this point in time, we felt comfortable and confident in the $0.20 raise with good line of sight. And again, as more time pans out, we'll see where that goes. But as I said early on in the call, if cost trend stays where it was at in Q1, we could have a much more outperformance than we've guided to at this point.

But again, it's 90 days into the year, it's a little early to declare this..

Sure, that's fair. And then just a follow-up on the Medicare margins, you talked about that in 2016 as an opportunity to expand.

What's your overall book of margins and how much or at least how much further margin expansion potential is there to get to your targeted range, call it, over the next two or three years, whatever that might be?.

We believe a more sustainable margin in Medicare is around the 5% range, and we're several points below that on a sustainable basis. So, I would view it as several points to go on a book that's also going to be growing over time.

But I would remind everyone that that's over a multi-year period as we get more of our membership into the four-star rated programs..

I apologize if I misspoke, I was actually referring to Medicaid..

I'm sorry, in the Medicaid. On the Medicaid front, we generally think still 3% is the targeted margin that you would want to be participating in over time. We continue to perform well in many of our markets at our targeted margin levels, but I would tell you we have new entry markets that are performing below that level.

So we have opportunities not only to improve those markets, Florida being one of those, but in addition to that – and Kansas being another one – but I would say in addition to that, the RFP pipeline is meaningful.

And just keep in mind that with the RFPs, Individuals generally bid closer to a break even in year one and then you ratchet up over a multi-year period to your target margin..

Okay, thank you..

Thank you. And our next question is from the line of Matt Borsch with Goldman Sachs. Please go ahead..

Yes, hi. Good morning. I thought maybe we could just go back to the enrollment trends for a minute and maybe talk about what you saw. I think you said 96,000 down in small group.

And given your knowledge of the customer base, what's giving you confidence that we're reaching the point where that's going to stabilize and you won't see more attrition? And to the extent you've had some perspective of time now, where do you see that enrollment going? Is it then covers drops (39:34) to the ACA exchanges, Medicaid or other places?.

Matt, a real good question. And I want to clarify a point here that the stabilization isn't so much in the membership of small group; we may see attrite much more. The stabilization is in that margin fundability between small group and public exchanges.

As you know, our goal was to build the biggest catcher's mitt we can build so that whether a member was in Medicaid, a public exchange, small group, that we would have the ability to pick them up in whatever market.

And so, we are seeing, what I would say, a much bigger headwind in EBIT that's been coming down between last year and this year versus the actual membership.

So you may continue to see membership in small group attrite, but just recognize that we are now getting closer to targeted margins whether they're in the exchange or small group or Medicaid that we would be comfortable with it..

And, sorry, just to follow up on the larger group side, what are you seeing there in terms of is it continued preference particularly in the middle market at least at the margin for self-funding given that the added burden of the ACA fee that's now increased for this year?.

We're still seeing the self-funded be the preference on the larger group side. But I will tell you, as the private exchanges are growing, and still small but more than doubled in the last year, we are starting to see some accounts move from self-funded to fully-insured. Again, not many yet, but the early trend is starting to occur.

So again, I think as we get closer to 2017 and the Cadillac tax, that may potentially be an accelerator..

Great. Thank you..

This is Joe. Just to underscore, you recall last year we're talking about a private exchange membership enrollment of about 100,000 lives. And we've certainly seen that grow this year, not substantially but certainly the pace has picked up.

That gives us some line of sight, to Wayne's point, that we believe that there's probably an escalating interest in private exchanges. So, we're very mindful of that. I mean we're building our platform to adapt to that shift. And as we've consistently stated, we will be ready when that inflection point occurs.

And there's, quite frankly, a very quickened pace toward private exchanges, which we believe will occur in the coming year or two..

Thank you..

Thank you. And our next question is from Kevin Fischbeck with Bank of America. Please go ahead..

Great. Thanks. A question on the public exchanges. So, I guess you're booking a risk corridor for 2014 but not for 2015.

Does that imply that maybe you outperformed your margin target there in 2014 and expect a little bit of pressure in 2015?.

No, I wouldn't necessarily view it as that. We had a very de minimis risk corridor in 2014. We achieved our targeted margins. We had a little bit of a receivable but we booked a valuation allowance on it. We had, obviously, a payable as well. The net of the two is a net payable, but not meaningful.

And I would just say that as we priced for this year, we were trying to price at a level that would be commensurate. We didn't see much value in contributing money into a kitty at the expense of consumers not getting the best price available in the market..

Okay. But it sounds like you may have been at the high end of the range and now you're pricing to normal margin.

Is that the way to think about it?.

Again, I would say the corridor last year was so de minimis that we're still at the high end of the range..

Okay. And then just to clarify a comment you made on the private exchanges, you said, I guess, 35% of the membership that you got was new to you. But did you see net enrollment growth there, because I guess your customers would have contributed some membership into the exchanges as well? So just trying to figure out whether there was a net addition..

On the private exchanges, yes, yes. We saw enrollment move from around just north of 100,000 at the end of 2014 to over 280,000 at the end of the first quarter this year. So about 180,000 member growth almost, both a combination of new membership as well as conversions..

But I guess I'm just wondering if you had customers representing 300,000 members that moved into the exchange, getting 200,000-plus is actually a net loss. So I'm just trying to understand if you have that number, whether overall it was a net win for you..

That was a net win. About 35% represent new members to us in the exchanges..

Okay. All right, thanks..

Thank you. Our next question is from the line of Andy Schenker from Morgan Stanley. Please go ahead..

Hey. Sort of, just first, a housekeeping question following up on the last one there.

So the true-ups on the Three Rs related to 2014, did they actually have an impact in the first quarter here? Was there actually some slight negative impact on the MLRs related to that?.

Very de minimis, very de minimis. We took advantage of some new data and did a slight strengthening on the risk adjusters. But again, very de minimis to us..

Okay, so nothing meaningful going on. And then, sort of no one has asked yet, I guess I will. Given the close of Simply Health in the quarter, if you could just kind of remind us on your outlook here for capital deployment and your thoughts on M&A. Thanks..

Well, as you know, we funded Simply Health with cash on hand, which we were pleased with, and bought back more than 2% of our stock in the quarter. We still expect for the full year to deploy between $2 billion and $2.5 billion in the form of buybacks as well as continue to pay our annualized dividend of $2.50.

And we still believe that will leave us with some flexibility at the parent north of $750 million of excess cash, which we like to maintain to have flexibility for tuck-in M&A along the way..

Okay..

Thank you. Our next question is from the line of Peter Costa from Wells Fargo Securities. Please go ahead..

You mentioned you expected a strong selling season for 2016. I think that was in relation to the Commercial business.

Can you put a little bit more clarity on why you believe that this early in the season, and also how you contrast that with your view of the expanded use of private exchanges by large employers?.

Yeah, Pete, one of the things is we obviously, at this point in time, have line of sight on those large National Accounts that are choosing to take their business out for either renewal or for new opportunities for us.

The reasons for that is at this point in time, if the RFPs have come out, is that they have to make decisions generally by mid-year so that they can implement the new accounts by the end of this year so they have a January 1 effective date. So at this point, we've been very pleased with what we're seeing in the early selling season.

We have already locked in two meaningful accounts that are new to us – net new accounts to us. And again, we'd like to think that we could have a similar close rate as we did last year, which was almost 50% success rate on new business. So again, early but feeling optimistic.

One of the things I would highlight though that we think has lend itself to our success is that over the last several years, for year one, we've had the ability of offering a zero trend guarantee.

And simply put, what we're finding is our customers in year one are actually getting negative trend and continued to get negative trend; that our cost of goods sold advantage on a national basis is so meaningful that anybody that switches to us, that we can generally show them in year one that they will actually have their costs go backwards.

And that continues to be the case. And we have not paid any performance guarantees in three years around that zero cost trend guarantee, and it gives us a real unique advantage as we go after National Accounts..

Yeah, and I think you asked a tag-along question about the exchanges, private exchanges....

Yes..

And we don't really see that having any kind of material impact on shifting, let's say, membership capture like National Accounts, et cetera. As Wayne said earlier, we've seen a net add related to the private exchange uptake, and it's still modest.

Let me just underscore, it is modest, but we're going to be very vigilant going into the year to determine how much more positioning we ought to establish relative to the growth of private exchanges, because we do believe it's coming. But again, it's not having any material impact on our membership capture going into 2016..

This is a tag-along to that. One of the weak points this quarter was the group Medicare Advantage business, which shows up as Commercial business for you guys.

Can you talk about what you're doing to shore up the group Medicare Advantage business, or do you think that's just going to migrate to Individual business going forward?.

Well, keep in mind that, with the State of Georgia procurement that we won last year, as you know, the state was required to make a decision to bring in more competitors. And so, we made a decision to actually leave the group MA business in the State of Georgia.

So I think that is distorting the actual results of our performance, was the exit from the State of Georgia account for the purposes of group MA, but we plan to be a participant in the group business going forward..

Do you view that as still an ongoing strong product for yourselves, going forward and for everybody?.

We do, we do..

Okay, thank you..

To make it clear, I guess we can say that Georgia was an N of one (48:56), we believe..

Yeah..

Thanks..

Thank you. Our next question is from Ana Gupte from Leerink Partners. Please go head..

Yeah, thanks. Good morning. I wanted to follow up on the Commercial question. Your operating margin expanded by 440 bps to quite a remarkable 13.5%. What I'm hearing you say is, you're still seeing continued margin compression in small group. As I had understood last year, your Individual margins on the op exchange had expanded.

You did not allude to much pressure on the public exchange side. In fact, it seemed like it was generally profitable from the get-go. So, it sounds like comps would've been tougher there. So, what is exactly driving so much margin expansion? Is it hep C or weather? It doesn't sound like it's PYD.

So, is that sustainable?.

Well, thank you, Ana. The one thing I would remind everyone though is, last year in Q1, we had very little visibility on any public exchange membership. As you know, that membership came in in late February, March timeframe. A lot of it came on in April, because they extended the open enrollment period.

And we maintained very conservative reserves a year ago in Q1 for the unknown. So if you looked at our DCP a year ago, you'll see that it actually ratcheted down as the year went down and we got better visibility. So some of the profitability that we saw last year in Q3 and Q4, with hindsight, really belonged in Q1.

And it's also important to recognize that deductibles are being met in Q1 of this year versus last year, they were being addressed in Q2. So I think you'll see those margins come down as the year progresses. We clearly will not maintain that level of margin.

But when the year is done, I think we'll still have a very strong year-over-year margin of high-single digit to low double-digit range..

It sounds like public exchanges.

So, okay, follow up on that then, on the public exchange membership growth, where did you see the most competition, if you will? Was it more from new membership on uninsured, or was it retention of your existing small group or existing 2014 exchange membership?.

What's interesting is, we found the business to be fairly sticky. So we think the year one strategy was the right strategy, and the existing business remained fairly sticky. We did not garner as much business as we had expected on the new lives coming in. Again, we grew, but not nearly at the level we had anticipated, for a couple reasons.

One is, we still have not seen the co-ops necessarily shore up their pricing at the levels we believe are going to be necessary. And we had anticipated they would shore up a bit more going into this year, but that in fact did not occur.

So there are markets, and I think you can view those markets, like a Kentucky and a Colorado and other areas, where we're impacted by the co-ops. But generally speaking, we'd say the large national players, publicly traded companies, seem to be pricing fairly rationally.

And so, it's more on the co-op side that we saw the pricing that we're willing to wait it out on..

Very helpful color. Thanks, Wayne..

And our next question is from Ralph Giacobbe from Credit Suisse. Please go ahead..

Thanks. Good morning.

I may have missed this; did you talk about the ASO book and what drove the higher enrollment guidance, and how much is being driven by new wins versus conversion of risk? And I guess, is it your sense that more mid and smaller employers are contemplating sort of shifting to self-funding, in part to avoid the industry fee, or do you think we're past that point?.

Hey, Ralph. Yeah, we highlighted briefly at the beginning just the idea that the stronger enrollment was really around new Local Group membership wins. Very little was due to in-group change. So, just new wins in the market, continue to be successful across our many segments. I'd say the ASO trends have stabilized.

As we said earlier, we're starting to see, even in the private exchanges, that people are starting to migrate to fully-insured. Again, it's small, but in general, it seems that the ASO trends have stabilized. And I think the next couple years, with the Cadillac tax, will be an important inflection point, to see how the markets respond..

Okay, that's helpful.

And then, just on that private exchange and the shift, in your opinion I guess going forward, do you see sort of that migration to private ASO exchange or private risk exchange?.

I think it will be a little bit of both. Right now, it's about two-thirds is on a ASO basis and about a third is on a fully insured. The thing I would say is any member that moves from ASO to fully-insured, though while lower margin, is better cash flow. So it's all what you believe is the most valuable input.

But from our perspective, we prefer the cash flow..

And I guess just on that point, if it's sort of ASO to ASO, can you talk about the dynamics of the economics or the profitability of that? Is it fair to assume that given the greater competition, that that would be somewhat lower in terms of shifting to a private exchange?.

So, moving from a ASO to ASO does not necessarily change the economics. So moving from ASO to fully-insured does create a cap for the employer, a more meaningful cap that they can manage over time. At the same time, it does move to a lower margin business which requires risk-based capital associated with it.

But that lower margin generally still generates two to three times more cash flow on a per member per month basis than you would have otherwise generated in ASO.

So it's a little more capital intensive as they switch over, but in the long-term it generates a lot of cash flow, which gives us more flexibility in terms of investing in our business and in M&A..

That's helpful. I guess I was just talking more about ASO to ASO. So, you're saying the profitability on that would be similar. I would have just assumed when you move into private ASO, there could have been more competition in there that maybe would drive the economics of that business lower.

Is that not the right way to think about it?.

I think it's fair to assume that that would be the case. But I would say because of our COGS advantage, we think we can show a value profit that allows us to maintain comparable membership and margins..

Okay, thank you very much..

Thank you. At this time, we have no further questions in queue. Please continue with your closing remarks..

Thank you for your questions. Great having you on the call today. We're pleased with our first quarter performance and our updated outlook for 2015. I want to thank our associates for their efforts in advancing us toward our goals of increased provider collaboration, cost of care, management and consumer centricity.

We believe our efforts will help drive greater affordability and access to quality healthcare for our growing membership base. The rest of our business was at parent this quarter as we added 429,000 Medicaid members, 371,000 National members and 102,000 Individual members and 82,000 Local Group members.

In closing, I'd simply like to say we look forward to speaking with you at upcoming conferences and events. Again, thank you for being on the call today..

Thank you. And, ladies and gentlemen, this conference will be available for replay after 10:30 today through May 13. You may access the AT&T executive replay system at any time by dialing 1 (800) 475-6701 and entering the access code 341162. A international participant can dial (320) 365-3844.

Again, the numbers are 1 (800) 475-6701 and (320) 365-3844 with the access code 341162. That does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect..