Douglas 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 Tom A. Carroll - Stifel, Nicolaus & Co., Inc. Chris Rigg - Susquehanna Financial Group LLLP Joshua R. Raskin - Barclays Capital, Inc. David Howard Windley - Jefferies LLC Kevin Mark Fischbeck - Bank of America Merrill Lynch Christine M. Arnold - Cowen & Co. LLC Andrew Schenker - Morgan Stanley & Co.

LLC Ralph Giacobbe - Citigroup Global Markets, Inc. (Broker) Ana A. Gupte - Leerink Partners LLC Gary P. Taylor - JPMorgan Securities LLC Matthew Richard Borsch - Goldman Sachs & Co. Brian Michael Wright - Sterne Agee CRT.

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 the company's management..

Good morning and welcome to Anthem's Third 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 offer an overview of our third quarter 2015 financial results and Wayne will walk through the financial details and our updated 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 strong third quarter 2015 adjusted earnings per share of $2.73, reflecting solid underlying membership and margin performance. On a GAAP basis, we reported earnings per share of $2.43.

We're pleased with core operating results in the quarter, which came in modestly better than we had expected and is reflected in our updated 2015 outlook. Of special note, the third quarter did benefit from the favorable timing of retro rate activity true-ups in the Medicaid business and company-wide administrative expense.

These were intra-year timing issues that are not expected to impact our full-year results. Performance in our Government business and National, Large Group and Small Group businesses in Commercial are tracking well versus our expectations, while our Individual business continues to lag as a result of lower than expected involvement.

We ended the third quarter of 2015 with 38.7 million members, an increase of 174,000 members during the quarter, bringing year-to-date growth to 1.2 million members or 3.2% since year-end 2014. This reflected membership increases in nearly all lines of business, with the exception of lower Individual membership.

We added 670,000 Medicaid members, 401,000 National members, and 111,000 Local Group members.

Operating revenue was nearly $19.8 billion in the quarter, an increase of approximately $1.4 billion, or 7.6% versus the third quarter of 2014, reflecting enrollment growth in the Government business, additional premium revenue to cover overall cost trends and increasing fees associated with Health Care Reform.

Also contributing was the growth in administrative fee revenue as a result of our strong self-funded membership trends. This was partially offset by fully-insured membership losses including the previously announced decision to discontinue our employer group Medicare offering in the state of Georgia account.

The benefit expense ratio was 83.6% in the third quarter of 2015, an increase of 110 basis points from the prior year quarter. The year-over-year increase reflected the change of our business mix towards the Government business division and the impact of last year's intra-year reserve development related to the exchange business.

As we previously discussed, we expect our benefit expense ratio to increase further in the fourth quarter, consistent with previous expectations. On a year-to-date basis, our MLR has improved by 70 basis points in 2015 versus 2014 to 82% with improvements in both business segments contributing to the change.

For the full year 2015, we continue to expect underlying Local Group medical costs trend to be in the range of 7% plus or minus 50 basis points, with a bias towards the lower half of that range. Our SG&A expense ratio decreased by 60 basis points from the third quarter of 2014 to 15.6% in the third quarter of 2015.

The improvement largely reflected the changing mix of our membership toward Government business as well as the timing of certain expenses, including information technology spend that we now expect to incur in the fourth quarter. I would now like to discuss our Commercial business in greater detail.

Commercial membership has increased by 464,000 since year-end 2014. Operating revenues increased 0.7% sequentially, but have declined by 3.8% since the prior year quarter to $9.4 billion.

This reflects fully insured member declines including the decision we announced last year to discontinue our employer group Medicare offerings in the state of Georgia account.

Self-funded membership trends continue to be encouraging, increasing by another 209,000 during the third quarter and now up 919,000 versus year-end 2014, representing growth of 4%. This was primarily driven by better-than-expected growth in our Large Group business.

Large Group and Small Group insured membership in the Commercial business were down slightly in the quarter, as expected. Small Group ended the quarter with a total membership of 1.33 million lives.

Individual insured business membership continues to lag our expectations this year, and we have seen the volume and related margin pressures weighing on our profit contributions. Individual membership declined by 99,000 during the quarter as we continue to see contraction in exchange lives and some attrition off-exchange.

Our exchange membership declined by an additional 69,000 lives to 824,000 members. Year-to-date, our Individual business has declined by 48,000 lives, meaningfully behind our original growth expectations for this year, as we have discussed previously.

Individual enrollment pressures in 2015 reflect much lower than expected aggregate market growth as well as unsustainable pricing by some of our competitors.

While we are disappointed with the near-term enrollment picture, we believe we have the right medium to long-term strategy with the exchanges and will continue to target sustainable pricing in our markets. Over time, we believe we are well positioned for growth as this market stabilizes to a more sustainable level.

We have a solid pipeline for National Accounts and continue to expect solid growth in this area in 2016 with several large new accounts already closed representing several hundred thousand lives.

For the 3Rs related to 2015 benefit year, we continue to book reinsurance as appropriate, and continue to expect to be in a net payable position for risk adjusters and in a net neutral position for risk-corridors.

We continue to record a valuation allowance against the risk-corridor receivables in certain markets as we do not believe those receivables will ultimately be collected. We believe our estimates are prudent given the dynamic nature of available information.

I would like to now turn to the Government segment and speak to the solid third quarter results. Our Government business segment had another strong quarter, adding 108,000 members, driven by strong organic growth in Medicaid. Revenues are up approximately 20.8% versus the prior year quarter to $10.3 billion.

The Government business' year-to-date membership growth of 738,000 members has exceeded our expectations. This growth includes 670,000 members added in Medicaid, 37,000 in Medicare, and 31,000 in our Federal Employee Program. Please note that these results include membership associated with Simply Healthcare.

The pipeline of opportunity for our Medicaid business remains substantial. We expect $68 billion of new business to be awarded by the end of 2020, split about evenly between traditional Medicaid and new populations in specialized services.

We continue to believe our experience and footprint positions us very well to continue our growth as we help states address the challenges of rising healthcare costs and improving quality for their residents.

We are pleased to have announced, during the quarter, that we were awarded the opportunity to offer Medicaid services for the state of Iowa and Texas STAR Kids as well as successfully retaining our business in Georgia and Kentucky.

In Medicare, we are pleased with our progress on Star Ratings and expect over 25% of our Medicare advantage members in 2016 to be in Four-Star plans, which impacts 2017 revenue. We remain focused on improving affordability for our members as we plan to offer zero premium HMO and PPO products, where possible, in 2016.

We will continue to refine our served markets opportunistically, and we are optimistic that we are getting closer to a positive growth inflection. We know that we must be focused on managing the total cost of care to offer a competitive product, and we will continue to make the necessary investments to improve our capabilities.

Overall, Government operating margins improved 280 basis points quarter-over-quarter to 6.1%, ahead of our expectations.

This reflected continued strong medical cost performance in certain markets in the Medicaid and Medicare businesses as well as the favorable timing of retro rate adjustments recorded during the quarter for certain Medicaid contracts. Next, we want to provide a brief update on our pending acquisition of Cigna.

During the quarter, we filed our S-4, and we are in the process of responding to the second HSR request by the Department of Justice. We also continue to work with our state regulatory representatives to address their questions. Both Anthem and Cigna shareholder meetings to approve the acquisition have been scheduled for December 3.

I have appointed Dennis Matheis, an experienced operator with career experience at both organizations, to lead our integration planning. And we have developed a detailed and comprehensive approach to bringing together the strengths of our two companies.

Together with leadership contributions from both Anthem and CIGNA, our integration planning teams will ensure we capture the full potential of this transaction for our customers. We remain confident in our ability to close this transaction in the second half of 2016.

Turning to our full-year 2015 outlook, we continue to see 2015 as a year of continued growth across our business. We are updating our full year 2015 adjusted earnings per share outlook from a greater than $10 to a range of $10.10 to $10.20.

Our revised outlook reflects the strong performance of the first nine months of the year as well as an expectation for meaningfully lower fourth quarter margins in both business segments.

We had previously indicated that the third quarter would represent about 60% of our second half adjusted earnings and our core results for third quarter came in modestly above that level. Beyond the core outperformance, the third quarter did benefit from favorable timing related to Medicaid retro rate reimbursements and G&A expenditures.

This had the effect of shifting some of the projected earnings from the fourth quarter into the third quarter. Consistent with our prior discussions with you, our outlook expects the Commercial business to generate meaningfully lower margins in the fourth quarter of this year, leading to a full year 2015 margin in the high-single digits by year-end.

Our fourth quarter margin forecast reflects the calendar impact of deductible leverage and continued lower than expected contributions from the Individual business.

We also expect our Government business margins will compress in the fourth quarter from the third quarter levels, partially reflecting the timing of retro rate adjustments that occurred in the third quarter, which were expected in the fourth quarter as well as normal seasonal patterns and the ramp-up in spending to prepare for the launch of the Iowa business and the annual enrollment period for Medicare.

Similar to our discussion one year ago, we also want to highlight a potential timing issue related to the revenue recognition of certain Medicaid contract rate changes in certain markets which could be approximately $50 million. Our 2015 adjusted EPS outlook has previously and continues to assume the revenue will be recognized by year-end 2015.

To be clear, this is simply a timing issue as to whether this amount is able to be booked as revenue in the fourth quarter of 2015 or the first quarter of 2016. In summary, we are now two years into our five-year targeted growth strategy we shared at our last IR day.

And aside from Individual, the remainder of our business has performed well versus expectations during this period. We remain focused on executing against our strategic growth initiatives and are currently in the midst of our annual planning process, including a review of our anticipated headwinds and tailwinds into 2016.

I will now turn the call over to Wayne to discuss some key consolidated financial metrics from the third quarter of 2015. He will also provide some initial thoughts around our headwinds and tailwinds looking into 2016..

Thanks, Joe, and good morning. I'd like to first discuss a few of our key balance sheet metrics. Consistent with our past practice, we've included a roll forward of our medical claims payable balance in this morning's press release.

For the nine months ended September 30, 2015, we experienced favorable prior-year reserve development of $818 million which was moderately better than our expectations.

While the favorable development was higher than what was recognized in the first nine months of 2014, it resulted in offsetting adjustments for the risk stabilization programs from Health Care Reform.

We continue to maintain our upper-single digit margin for adverse deviation and believe our reserve balance remains consistent and strong as of September 30, 2015. Our days in claims payable was 42.3 days as of September 30, down 0.7 days from the 43.0 days as of June 30, 2015.

The expected decrease is primarily due to changes in the timing of claims payments between periods. As previously discussed, we expect days in claims payable to come back down closer to 40 days over time.

Our debt-to-capital ratio was 41.2% at September 30, 2015, down 70 basis points from 41.9% as of June 30, which reflects the impact of repaying approximately $625 million of long-term debt due in the quarter, consistent with our capital management strategies.

We ended the third quarter with approximately $1.6 billion of cash and investments at the parent company and our investment portfolio was in an unrealized gain position of approximately $463 million as of September 30.

Moving to cash flow, we generated strong operating cash flow of approximately $3.2 billion during the first nine months of 2015 or 1.3 times net income with cash flow in the third quarter of $343 million.

As a reminder, cash flow in the third quarter was impacted by the payment of the 2015 health insurer fee, partially offset by the receipt of the 2014 reinsurance reimbursement from the federal government.

Cash flow trends thus far in 2015 continue to be encouraging and we remain comfortable on our outlook of greater than $3.5 billion for the full year.

Due to the impact of capital management strategies put into place prior to the announcement of our acquisition Cigna, we repurchased 0.7 million shares during the quarter for approximately $105 million, representing a weighted average price of $143.89.

As of September 30, we had approximately $4.2 billion of share repurchase authorization remaining, which is intended to utilized over a multi-year period subject to market conditions. As a reminder, we do not expect to repurchase shares for the remainder of 2015 following the recent agreement with Cigna.

We used $163 million during the quarter for cash dividend and yesterday, the Audit Committee declared our fourth quarter 2015 dividend of $0.625 per share to shareholders. Turning to 2016, we are currently working through our planning process and analyzing the impact of various expected headwinds and tailwinds into 2016.

The tailwinds include continued enrollment growth across the Government, Commercial National accounts, and Large Group self-funded markets; the continued opportunity to expand margins in Medicare Advantage; and the benefit from capital deployment in 2016 albeit at a lower level than in recent years as we prepare for the Cigna transaction to close.

For headwinds, we expect 2016 will be another challenging year for Individual enrollment and margins as result of the continued competitive pressures in various markets and the associated negative operating leverage of that pressure.

We remain confident in our strategy and market position, but unsustainable pricing by some of the market participants is persisting longer than we had expected and the overall market growth is lagging expectations.

There are potential Medicaid margin pressure reflecting startup losses from large new contract awards as well as an initial view that recent outperformance in certain markets may not repeat in 2016 with a more challenging rate environment.

And finally, we plan to make certain technology investments to advance our efforts to improve the cost of care, enhance our provider collaboration initiatives, and improve the consumer engagement. Taken together, these items represent a challenge to our targeted growth strategy in the near-term.

As part of our planning process, we are focused on identifying steps to mitigate the impact of these headwinds to our earnings outlook in 2016. We expect to provide more details around our 2016 outlook on our fourth quarter conference call in January, as usual. With that, operator, please open the queue for questions..

Okay. Due to the limited time and in fairness to other listeners, we ask that you please limit yourself to one question and one related follow-up per turn. Your first question comes from of A.J. Rice from UBS. Please go ahead..

Hello, everybody. Thanks for the question.

Just maybe to drill down on the comments around the Individual business and the higher MLR you're seeing there, is that primarily on the public exchanges or is it off-exchange as well? And how much of it relates to just lower prior period development than what you saw a year ago in the segment?.

Good morning, A.J., and thanks for the question. Let me first just discuss what I see as a competitive but very rational pricing backdrop outside of Individuals.

I want to make sure that the market understands what we're seeing outside of the Individual market, and that cost trend is tracking well with a bias towards the lower half of our stated range. So when you think about what we're highlighting here, we really want to make sure we focus on the Individual book both on-exchange and off-exchange.

To give you a little bit more background here, we do continue to believe that our strategy is the right long-term strategy, and our profitable growth over the past two years – that's not just last year, we continued to have profitable growth this year.

But the market is, however, very dynamic, and we continue to see lower overall enrollment growth on a national basis. And as you know, that creates a deleverage of G&A, which does impact our margins. And there continues to be pockets of industry pricing that we just don't believe is sustainable.

And we are going to need to be patient until this works itself out, which we hope will be by 2017 and 2018. So due to these dynamics, our position right now is what we thought would be a tailwind going into 2016 is probably going to be a headwind at this point, but as Joe mentioned, we're work through mitigation strategies right now around G&A..

Okay. And if I just might follow up on that, obviously, we've had the announcements of a number of co-ops that are closing and some of those are in big states.

So in terms of looking ahead in 2016 and headwinds, tailwinds, how do you think about that impacting your thinking – I mean it seems like given your share position in those markets that you might be a primary beneficiary of some of those exits, and that may ease some of the pressure.

Any thoughts?.

Yeah. A.J., good morning. This is Joe. Good question. First of all, just to put a number to it, as of last night, there are 10 co-ops that have initiated closure. And as you well know, our pricing for 2016 products are already baked and in market.

So, obviously, we are observing the effect closures will have in 2016 in terms of market movement, i.e., membership from plan to plan. Our sense is that, to Wayne's point, the rationality that we've been expecting certainly will begin to take root into 2017 with pricing relative to product going out to market in 2016.

In that regard, I think it's kind of got a so-called, a longer gestation period than moving from one year in 2015 to the next in 2016. So we're extremely prudent. We've said this repeatedly, that we will not chase price to buy membership and we've been adamant about that.

We've been very clear with respect to our expectation that, to the degree that there is irrationality in pricing, product design, et cetera, that we will ultimately see a stabilization.

So again, our sense is that it's more of a multi-year outlook, A.J., and that 2016 will probably give us some key indicators, but it's not going to be so-called the final solution in the states where we reside with these products and pricing..

Your next question comes from the line of Tom Carroll from Stifel. Please go ahead..

Hey, guys. Good morning. A follow-up question on the Medicaid retro rate true-ups that you commented on.

If you exclude those payments for this quarter, would Government margins be up, flat, or down from the third quarter of last year?.

Thanks, Tom. First of all, our Medicaid margins are actually still – we're performing quite well on the Medicaid side of the shop in many of our markets, and overall I'm really pleased, quite honestly, with the execution of the team across not only existing markets but new markets.

I do want to emphasize though that, while we're not quantifying what the favorable timing was on either that or the G&A that got deferred to Q4, I can say that the core of our performance excluding those items, is reflected in our updated outlook..

So I think, on second quarter, you said that you expected Government margins to come down a bit for the second half of the year.

Has that changed a bit in your mind?.

I think fourth quarter will be a heavy period in which it comes down. It's important to recognize that we get a lot of our new rates at least first pass as we look into next year begin to come to us in the September, October timeframe.

So we're getting a better view now into the rating environments as we move into next year, and some of that will start to impact fourth quarter..

Great. Thanks..

Your next question comes from the line of Chris Rigg from Susquehanna. Please go ahead..

Good morning. Just wanted to come back to the Individual issues, and it's sort of more of a qualitative question. You guys talk about seeing unsustainable pricing from certain competitors, but clearly it's persisted for at least three years.

So when you guys say unsustainable, is there anything structurally that might give some non-profits the ability to sustain what you guys believe is somewhat irrational for a longer period of time like a tax issue or something? Or is it just – I guess, I'm just looking for some better understanding for why you believe it's unsustainable, but yet it's been able to persist for so long.

Thanks..

Hey, Chris. Appreciate the question. I think one thing to keep in mind though is that the 3Rs were put in place and essentially created sustainability.

And as those are making their way out of the system and as you know, two of the 3Rs would dissipate by next year for lack of a better phrase, the training wheels come off, and the business is going to have to be self-sustaining at that point.

We're obviously all aware that on the risk-corridors that the government is now indicated that we'll only be paying $0.12 on the dollar regarding the corridors at this point in time. And so we think these dynamics have to work their way through the system. And as that happens – and we think evidence is starting to come through.

As Joe said, we've seen 10 co-ops now indicated they will no longer be in business beginning next year. So we have to see this work itself through the system, but we believe that going into 2017, the 3Rs will have substantially worked their-selves through and we think the backdrop will change..

Okay. And then just a quick follow-up here. When you guys talk about higher favorable PPD last year, was that only in the Individual business? Or is that a general comment on the Commercial side? Thanks..

Thanks, Chris. It is heavily weighted to the Individual business, but in general, all of Commercial had favorable PPD. The point we want to emphasize, though, is last year versus this year, is you really need to look at a nine month versus nine month, versus a quarter versus a quarter.

There was so much uncertainty in the first six months of last year that we maintained very solid reserves. And then as we got better certainty, we began to bring this down intra-year in the third quarter and fourth quarter. We now have, what I would call, much more stable MLR outlook now that we've got a second year under our belts.

So it's more about timing between quarters than it is comparing year-over-year..

Your next question comes from the line of Josh Raskin from Barclays. Please go ahead..

Thanks. Good morning. Wayne, just want to follow up on the comments that you made. I understand you will be giving guidance later for 2016, but it sounded like – I just want to make sure I get this right that the headwinds – you sort of emphasized headwinds – I'm sorry, tailwinds – headwinds, I'm sorry, instead of tailwinds.

Last year, at this time, you spoke about a comfort for guidance – for consensus. It's $11.17 for next year.

So I was wondering, if you can put your comments in the context of where the consensus is? And then, I know I am cheating a little bit with the second question, but even within that, I'm still struggling with the sustainability of your Government margins.

You're running at 6.1%, and still over 5.2% year-to-date, and you're talking about margin opportunity on Medicare which would imply Medicaid north of that, so I'm just trying to figure out what you guys think a sustainable Government margin is and maybe how that plays into 2016 relative to where the Street is thinking?.

Thanks, Josh. A number of questions there, so let me first hit your first one about more growth going into next year. Let me start by saying, since Joe joined this company, he's laid out a growth agenda and we remain committed to capitalizing on those opportunities across all of our businesses.

So the short answer is it is our intention to grow adjusted EPS in 2016, but we did highlight some headwinds that we're working on and hopefully will mitigate. And we believe we have opportunities to mitigate. Those headwinds, though, really fall into two primary buckets.

One is what we just highlighted on the Individual, and the second one is, Josh, what you've indicated, which is the Medicaid margins in certain markets are running higher than what we would have as a long-term sustainable margin and we think it's prudent, at least at this point, to maintain an outlook that those margins will get compressed in some of our markets going into 2016.

And the other thing I would simply highlight is we still have opportunity though for margin expansion in MA, although it's improved quite a bit this year, we're pleased with that and we expect growth next year.

And we have many new markets that we are still expanding it on Medicaid though that are not at our optimal margin levels, so – but I think you have to expect in those markets that are above our high-end margins that those are going to contract next year and that's what we're going to plan for..

And within the context of the consensus, sort of, how you made comments last year?.

Again, at this point, I don't want to give guidance relative to the consensus, but we are comfortable in saying that we have a growth agenda, and as we build out our plans over the next 90 days to mitigate some of these headwinds we'll give more guidance in January..

Your next question comes from the line of Dave Windley with Jefferies. Please go ahead..

Hi. Thanks for taking the question. Good morning. I wanted to focus on Commercial margin. I caught – Joe, I joined a little late, but I caught you saying that kind of reiterating the target for high-single digits for the year. It looks to me if fourth quarter stacks up like third quarter, that would basically get you there.

But I also thought I understood you to say that margins would drop a little bit sequentially from third quarter to fourth quarter.

So I just want to make sure I understand, however you might add some color there, either more precision around what high-single digits means or what the sequential progression would be from third quarter to fourth quarter? Thank you..

Yeah. Thank you for the question. Let me just underscore that, consistent with our prior discussions, we continue to expect Commercial business to generate meaningful lower margins in the fourth quarter. And then, of course, leading to full year 2015 margins, we're obviously stating that we believe it will be in the high-single digit by year-end.

Our fourth quarter margin forecast does reflect calendar year impact of deductible leverage and continued lower than expected contributions from the Individual business. I think we kind of covered all those nuances or aspects in the commentary. I'm hopeful that, kind of, is responsive to your question..

And just to put maybe a finer point on that, those are – you expect those to be incremental additional pressures from the third quarter, which has already dropped 300 basis points or so?.

Yes, Dave, this is Wayne. Yeah, absolutely.

Again, I want to emphasize, though, you really should be cautious on using Q3 of this year versus Q3 of last year because of how we built up reserves on the Individual book and how we release those intra-year last year versus this year, you have a much more of what I would call seasonality alignment of that reserve development and buildup.

This is nothing new that we've discussed in the past. So I think what you have to look at is margins are going to be more similar to what you saw in Q3, more in that 5%, 6% range going into Q4, but you'll still blend to an all-in margin.

In fact, if you look at, on a year-to-date basis, our Commercial margins are actually up 70 basis points over where they were at a year from last year, and we expect those to migrate closer to that level..

Okay. Thank you..

Your next question comes from the line of Kevin Fischbeck from Bank of America Merrill Lynch. Please go ahead..

Okay. Great. Thanks. I want to ask about the Medicare Advantage book. You guys – if I interpret your comments correctly, you're basically saying that 2016 is probably not going to be a year of membership growth, but that will probably be the last year some of the changes you need to make.

So we should think about 2016 as about little membership growth but significant margin improvement, is that the way to think about that?.

Yeah, I think we're building success year-over-year, and to your point, going into 2016, we are continuing to, call it, refine our served markets, really focusing on the opportunistic aspects of being engaged in those markets, calibrating our presence in a way that we can continue to grow margin and ultimately grow little more membership as a springboard opportunity.

We're certainly optimistic that we're getting closer to that so-called positive growth inflection that we keep referencing and that we are truly expecting continued growth in those core geographies that we have served, and we're going to probably still experience some offset by further market exits and 2016.

So it's still, call it, a dynamic equation that we're managing, but a productive kind of a movement nonetheless. We know that we've got to be focused on managing the total cost of care in MA. And that's been our sort of shoulder to the wheel over the last couple of years.

We're seeing really a marked improvement in our profitability in that space, and as we then move forward into 2016 in terms of capturing that so-called inflection point, we're going to be offering competitive products and we'll continue to make those necessary investments to improve not only the capabilities but the execution to capture the growth objectives that we've established for ourselves..

And then you made a comment that you're pleased with the progress on Stars, but you're still lagging the peers on the Stars. One of your competitors talked about their investments in Stars creating a drag in the near-term.

I mean, how do you think about the ability to move margins up while still having to make some improvement on the Star Ratings going forward?.

Yeah, well, we did achieve improvement in Stars, and according to plan. And we've always had an outlook in terms of a target for 2015 going into 2016 and 2017, and we did meet those targets in terms of our internal expectations.

We made progress throughout 2015, we have substantially increased the percentage of membership and with respect to provider collaboration agreements that we believe represents kind of the bedrock of how we're going to improve our Stars performance, and we're continuing to work toward our short-term goal.

I think this is important enough to recognize our short-term target being having 50% of our membership in four-star plans, which is for the 2018 payment year. So all in, we're very pleased with sort of a migration path that we put ourselves on. Margins are expected to continue to expand in line with our long-term growth objectives in this space.

So all in, again, I think we have some very strong outlook for this space, and we think we're progressing quite nicely with respect to meeting our objectives..

Okay. Thanks..

I don't know, Wayne, do you want to add something?.

Kevin, one thing I want to highlight, though, for our investors is this. I've been with this organization for 10 years and my optimism around the turnaround strategy that started two years ago has never been higher. We have seen the margin improvement, we've now consolidated to a single platform.

We believe even the markets that we're in the last phase of exiting, we believe we'll be able to cover those markets with growth and all the other markets that we're now participating in. And so while there's a lot of kind of sausage making here and you can't see all the details, I can tell you that the optimism is quite high.

In fact, we expect that MA will have a solid growth going into next year within that core line of business on top the growth we had this year. And our original target was that we would have north of 25% of our membership and four-star rated plans this year.

We were realistic about how fast we thought we could move the needle, and the team achieved that goal. And we expect to raise that to more than 50% by the following year. So we've laid out a plan. It was a thoughtful plan, and we're really executing well against it..

Okay. Thanks..

Your next question comes from the line of Christine Arnold from Cowen. Please go ahead..

Hi, there. I'm trying to understand what's going on in the public exchange Individual business.

Was there a meaningful or even – was there a deterioration in the profitability of that book of business second quarter to third quarter that was beyond what you anticipated? And are you sure you captured any issues there in your pricing? I know you exited Wisconsin.

Are there other markets on the block?.

Hi, Christine. No, nothing was unexpected versus what we had anticipated. I think the MLRs are little again misleading because of the excess reserves we put up last year in the first half and started taking down in the second half, but Individual is performing as we expected. We continue to be profitable in that book of business versus our outlook.

But as we look into next year, we just see an environment, a backdrop where we now have the benefit of seeing what competitive pricing is and we know where our pricing is at, and ultimately, it's a top line issue that we're not going to get the volume that we would have expected in light of the price point but we believe our price point is still right and we believe pricing below that has profitability concerns..

And then can you talk about the $50 million....

I'm sorry. Christine, I just want to correct something that you said, which it's very easy to go there and that is you commented that we've exited Wisconsin.

We've not exited Wisconsin, we've exited some counties in Wisconsin and then we've adjusted our presence in certain other counties in terms of the number of available exchanges in 34 other Wisconsin counties.

I just want to calibrate kind of perspective that, again, as we should, we are adjusting and adapting based on the realities of the marketplace in terms of how we think we can best perform in those states..

And then the Medicaid rate changes could be worth $50 million. Is that a this year event? Is that a next year event? Is that in guidance? I assume that's Medicaid rate cut. But I just I'm not sure when to think about that..

Our current guidance is that we have $50 million that we assume we will be getting from a particular state. As you know, the way we recognize revenue is very dependent upon the contract and when that's actually signed. And so ultimately, we still fully expect to get it completed within the quarter along with feedback from the state.

This is not a concern about revenue we believe we're entitled to for the current year. It's just a question of will it end up still being in Q4 or does it get pushed to January of Q1 of next year. Right now, we still anticipate it'll be this year and it's in our guidance..

Right.

And this is a good guide?.

That's correct..

Okay. Thanks..

Your next question comes from the line of Andy Schenker from Morgan Stanley. Please go ahead..

Great. Thanks. Good morning. So maybe just talking a little bit more on cost trend there, any additional color? I mean, you clearly stated the bias remains to lower half.

Were there any changes throughout the year or quarter worth highlighting? And then also, have you thought about cost trend through your entire book like including Individual, et cetera, which I know is not how you report it? Would cost trends still be below what you price to? Thanks..

Hi, Andy. So, yeah, cost trend continues to be within our original guidance range and we still believe based on our nine months as well as our projections for the fourth quarter, that will be in the lower half of that guidance range.

You are correct, while we don't give cost trend by line of business, I would say businesses are generally still playing within our pricing expectations. In fact, if you were to look more broadly, some businesses performing even better, which is why we have some outperformance in certain markets out there around Medicaid and a few other lines.

So again, the broader backdrop is, cost trend is playing fine in really all lines of business. The Individual issue is about volume, it's not about trend..

And then just real quick....

Yeah, let me just underscore, just – I think it's important to note kind of some of the tactical initiatives we have at our disposal.

We are accelerating the benefit that it can bring to us, such as a lot of innovative tools in and around provider collaboration, data analytics, so one of our key pillars as an enterprise is really heavily focused on better managing the total cost of care.

So I think in combination with market as well as what we're capable of administering in terms of the necessary tactics, I think we've got a kind of a nice kind of combination of efforts, and realities in the market that allow us to better manage the cost trend that you're citing..

Okay. Great. Thank you..

Your next question comes from the line of Ralph Giacobbe from Citi. Please go ahead..

Thanks. Good morning.

First on the exchanges, is the drop off just related to sort of either losing market share, not gaining as much versus individuals not paying premiums, I guess, at this point? And then if that is having an impact on MLR in terms of not paying sort of premiums seemingly these individuals utilized before dropping – so are you on the hook for that bill and is that, anything driving that down as well?.

Yeah, let me just jump in real quick, kind of a, more of a higher level commentary.

And Wayne can jump in, in terms of some of the technical details, but specifically, volume shortfall got to be put into context, because our 2015 plan was created using the most recent CBO estimates for 2015 exchange marketplace, which at the time was 15 million enrollees nationally.

And so the new kind of, I guess, call it, perspective or estimate from CMS, which updates the marketplace size, is going to be somewhere between 9 million and 9.9 million in 2015.

So putting all that in perspective, if you look at our circumstance with respect to Individual, we've witnessed an exchange enrollment shift of about 30% downward migration, and related to initial expectations for this time of year, which we believe reflects the lower-than-expected overall market growth as well as market share losses due to so-called unsustainable pricing by some of our competitors.

So that's kind of maybe the big story. I don't know, Wayne, do you want to get into the, maybe, the detail as to – that would be great..

To Joe's comment, Ralph, let me just be clear. It's not a non-payment issue..

Yeah..

That's not the issue. We're collecting our revenue. The governments paying the portion of those that are subsidized. There's no concerns at all. It's purely a volume issue. When you have fewer national enrollees and you have price points that we don't believe are sustainable, we've just made a conscious decision we're not going to chase it.

And so, if you think about it, we're down on Individual in the quarter 99,000 lives and that process we don't see slowing down in the Q4. And so, we're trending in, what I'll call, the wrong direction on enrollment, but we believe the right answer then is to be patient and see this through versus racing to the bottom.

And again, we think, as the 3Rs dissipate, you'll start to see that market harden..

Okay. Fair enough.

And then I guess given the lower exchange ramp, I mean, are you still comfortable or do you see that as sort of a headwind to getting to that $14 earnings target that you had put out there for 2018?.

Ralph, really appreciate this question, because this is an important commentary. I want to make sure our shareholders understand. With the exception of the Individual book we're speaking to, our other businesses combined are exceeding our expectations through the first two years and are on-target for our 2018 goals.

So if the Individual environment hardens like we anticipate it will, hopefully beginning in 2017 and 2018, then that $14 still remains intact.

If the environment remains where it's at today, that will put some pressure on that, although at this point, we do have other lines that are ahead of where we thought they would be at, at this point in time, and hopefully that trend will continue.

So, a ways to go, but right now, if the environment stays the way it is on Individual, that would definitely create a headwind to the 2014 outlook..

Okay. Thank you..

Your next question comes from the line of Ana Gupte from Leerink Partners. Please go ahead..

Yeah. Thanks. Good morning. Wanted to follow up again on the exchange question. What I'm hearing you say is, it's market share losses to other plans.

Firstly, does that happen throughout the year? And then secondly, as you are looking at the hospital story, which is showing a pretty marked increase in uncompensated care and they're talking about attrition, any thoughts on what that is about and what subsidy levels that is coming at?.

Hi, Ana. Again, relative to the exchanges, we're expecting continue to have market share losses in the fourth quarter and then expect that will continue on Individual going into next year because of the unsustainable pricing. It's an interesting dynamic. I can't really comment on the hospital industry and what they're seeing.

I can comment as we've said before, though, that on a broader trend basis, overall trend is playing quite well. So it would seem to imply at least some of our dynamics are impacting them regarding trend, but again I really can't speak to any specifics regarding their issues or concerns.

But I do think people are going to have to be patient on this exchange business, and be willing to not participate aggressively until the environment gets better..

So that, again, on Individual again, we talked about sort of attrition which is – or market share losses, which is a headwind, obviously, profitability and you have been one of the leaders on the diversified side of the house.

It seems like your peers are not doing great, but here you've got Centene and Molina and even Health Net, though they're a California story, doing quite well. You have Amerigroup and Commercial.

Are they doing something more about the contracting that's different? Or are they stopping their enrollment at maybe 200% or 250% federal poverty level and that's just a different ballgame in terms of profit? How does that play out for you as an Individual player in the long-term?.

Yeah. Ana, I really appreciate the question. Again, first, let me emphasize that we are still making money in our Individual book and making margins that we think are sustainable margins. So I think it's really important to recognize that we are an outlier, but I think we are an outlier in that we are one of the few lines that is doing quite well.

Again, I can't speak specifically to Centene or Molina or others regarding their strategies and what they're doing, but there is a way to go after this market and be profitable and we are doing that. But we participate in different markets as well than they do in some cases. And so when you've seen one market, you've seen one market.

Based on what we've seen for pricing next year, though, we believe at this point in time we will not be growing market share. In fact, we believe market share for us will deteriorate next year..

Great. Thanks so much..

Your next question comes from the line of Gary Taylor from JPMorgan. Please go ahead..

Hey. Good morning. I wonder if you might just comment briefly on what you think the impact that the PACE legislation has on your outlook for Small Group, and then maybe just talk about that outlook a little bit.

I know previously you anticipated some of the Small Group pressures would be not completely gone but certainly diminishing as you moved into 2016.

It seems like PACE would have helped that a little bit and it also sounds like the majority of the concern or the headwind, if you will, is really more around the Individual group business versus Small Group and I just want to make sure that's correct..

Hey, Gary. I would say, broadly speaking, I think your assumptions are reasonable. We're seeing the pace of Small Group actually slow down quite a bit in terms of the attrition.

As you know, earlier this month, the President did sign in the legislation, repealing the federally mandated Small Group expansion under the Affordable Care Act, which sort of changed the definition to include employers of 1 to 100 employees.

So from our perspective, we think that was a positive relative to the Small Group and what we'll see, but generally, we've classified as likely to expand in our Small Group markets, into certain markets next year.

We see actually a market share growth opportunity for us, but nonetheless, we want to take a cautious outlook until we see how the markets play out next year..

Okay. Go ahead. Thank you..

Your next question comes from the line of Matthew Borsch from Goldman Sachs. Please go ahead..

Yeah. Maybe I could ask a question on the group business and the trends you see going into next year. So you think you may get some market share gain on the Small Group side in 2016. So I would infer from that that the aggressive pricing in Individual is not as much an issue there or not an issue there.

What about in the middle market and National Accounts in terms of enrollment trends that are shaping up for January on the risk and on the ASO side?.

Hey, Matt. Good morning. First of all, we're obviously not in a position yet to give guidance regarding how we're seeing certain markets play. As you know in the middle market, fourth quarter is a big re-enrollment period. So we're in the midst of re-enrollment just starting. So we'll know more as that evolves.

But we do have re-enrollment occurring or new wins are in National Accounts, we know that season is now behind us and that is moving forward. So we're very pleased with our results regarding National Accounts, and we expect to be a meaningful market share taker going into next year.

We'll provide more details in January, but it will be in the hundreds of thousands of range, again, it's in that taker for National Accounts. Again, I do want to clarify though we're in a very dynamic market. So we're maintaining a level of margins on Small Group we want to maintain. We think our pricing is rational.

We think there's pockets where we could potentially not only stabilize but potentially grow in Small Group but we want to continue to see how the broader markets play out. But right now, with the exception of Individual, we think it's a very rational pricing for a competitive market..

Thank you..

And your final question today comes from the line of Brian Wright from Sterne Agee. Please go ahead..

Thanks. Good morning. Just a couple real quick. The $50 million Medicaid, I'm just assuming that's California, they seem to have been kind of – continue to be late on the full ACA gross-up.

Is that right?.

Again, Brian, we don't call out specific states, but I would tell you the $50 million is not a concern regarding collectability or revenue recognition. It's just a timing issue..

Okay.

And then – and I apologize, could you help us out with just, kind of, the magnitude of the retro stuff in the third quarter to the fourth quarter, just to help us with the magnitude on the Government segment for modeling that?.

I think again, Brian, as we said, we're not going to break out quarters. We don't give quarterly guidance but I would tell you though that excluding that item and the G&A timing, the outperformance that we've reflected in our new outlook is what the outperformance was in the quarter and so it's in the $0.10 to $0.20 range you can see..

Okay. Great. Thank you. And (53:16) tailwinds and the commentary about the exchanges versus a Small Group. It seems to me, when I put that all together, you have projections out there in the S-4. It doesn't seem like things are materially different than that..

I think at this point, we're still in the midst of building out our plan. And as Joe said, we have a growth agenda. And we just wanted to make sure that our shareholders understood the headwinds that we think are real and we continue to work through mitigation strategies and we'll provide more details in January..

Okay. Thanks..

Thank you. I'd now like to turn the conference back to the company's management for closing comments..

Great. Thank you very much. Thanks for the questions and maybe building on the last question with respect to our modeling for 2016, let me say that, first, we're very pleased with the performance thus far in 2015 as reflected in our updated adjusted earnings per share outlook for the year to a range of $10.10 to $10.20.

Looking ahead to 2016 now, I want to reiterate that we're focused on our long-term strategic targets and are working to identify the steps we need to take to mitigate the headwinds we've discussed this morning.

There are certain key growth drivers over the next several years that I want to highlight before we leave, and that will include continued strong Government enrollment growth, National Account growth, volume and margin improvement in the Individual business, continued Large Group and Small Group execution, improvement in Medicare Advantage margins, and then operating efficiencies in capital deployment.

All in, I'm really proud of the execution of our team for 2015 and what's possible for 2016 given this dynamic environment that we are performing in. Finally, I want to thank all of our associates for their continued effort to help our members access quality affordable healthcare as our markets continue to evolve.

Their contribution has been critical to our success and formed the foundation of our ability to deliver our strategic goals. We look forward to speaking with you at upcoming conferences and events. Again, thank you very much for being with us today..

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Those numbers once again are 1-800-475-6701 or 320-365-3844 with the access code 341164. That does conclude your conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect..