v3.8.0.1
Health Net (Tables)
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The Company's allocation of the fair value of assets acquired and liabilities assumed as of the acquisition date of March 24, 2016, is as follows ($ in millions):

Assets Acquired and Liabilities Assumed
 
 
Cash and cash equivalents
 
$
956

Premium and trade receivables (a)
 
1,890

Short-term investments
 
74

Other current assets
 
524

Long-term investments
 
2,037

Restricted deposits
 
30

Property, software and equipment, net
 
41

Intangible assets (b)
 
1,530

Other long-term assets
 
136

Total assets acquired
 
7,218

 
 
 
Medical claims liability (c)
 
1,482

Borrowings under revolving credit facility
 
285

Accounts payable and accrued expenses (c) (d)
 
2,297

Return of premium payable
 
435

Unearned revenue
 
130

Long-term deferred tax liabilities (e)
 
311

Long-term debt (f)
 
418

Other long-term liabilities
 
432

Total liabilities assumed
 
5,790

 
 
 
Total identifiable net assets
 
1,428

Goodwill (g)
 
3,859

Total assets acquired and liabilities assumed
 
$
5,287


Significant fair value adjustments are noted as follows:

(a)
The fair value of premium and trade receivables approximated their historical cost, with the exception of the risk corridor receivable associated with the Health Insurance Marketplace. The fair value of the risk corridor receivable was estimated at $9 million.

(b)
The identifiable intangible assets acquired are to be measured at fair value as of the completion of the acquisition. The fair value of intangible assets is determined primarily using variations of the "income approach," which is based on the present value of the future after-tax cash flows attributable to each identified intangible asset. Other valuation methods, including the market approach and cost approach, were also utilized in estimating the fair value of certain intangible assets. The Company determined the fair value of intangibles to be $1,530 million with a weighted average life of 12 years. Intangible assets include purchased contract rights, provider contracts, trade names and developed technologies.

(c)
Medical claims liability and accounts payable and accrued expenses include $160 million of reserves associated with substance abuse rehabilitation claims primarily related to periods prior to the acquisition date.

(d)
Accounts payable and accrued expenses include approximately $253 million related to premium deficiency reserves based on cost trends existing prior to the acquisition date. The premium deficiency reserves are primarily associated with losses in the individual commercial business, largely in California, unfavorable performance in the Arizona commercial business as well as unfavorable performance in the Medicare business primarily in Oregon and Arizona.

(e)
The deferred tax liabilities are presented net of $365 million of deferred tax assets.

(f)
Debt is required to be measured at fair value under the acquisition method of accounting. The fair value of Health Net's $400 million Senior Notes assumed in the acquisition was $418 million. The $18 million increase was initially being amortized as a reduction to interest expense over the remaining life of the debt; however, in November 2016, this debt was redeemed. See further discussion in Note 11, Debt.

(g)
The acquisition resulted in $3,859 million of goodwill related primarily to buyer specific synergies expected from the acquisition and the assembled workforce of Health Net. This goodwill is not deductible for income tax purposes. The Company assigned $3,643 million of goodwill to the Managed Care segment and $216 million of goodwill to the Specialty Services segment.
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]
The fair values and weighted average useful lives for identifiable intangible assets acquired are as follows:
 
 

 Fair Value
 
Weighted Average Useful Life (in years)
Purchased contract rights
 
$
1,095

 
13
Provider contracts
 
181

 
11
Trade names
 
150

 
10
Developed technologies
 
104

 
5
Total intangible assets acquired
 
$
1,530

 
12
Business Acquisition, Pro Forma Information (unaudited)
The following table presents supplemental pro forma information for the year ended December 31, 2015 ($ in millions, except per share data).
 
 
December 31, 2015
Total revenues
 
$
38,826

Net earnings attributable to Centene Corporation
 
$
245

Diluted earnings per share
 
$
1.43

Restructuring and Related Costs
Changes in the restructuring liability for the years ended December 31, 2016 and 2017 were as follows ($ in millions):

 
 
Employee Termination Costs
 
Stock Based Compensation
 
Total
Total accrued restructuring costs as of December 31, 2015
 
$

 
$

 
$

Charges incurred
 
46

 
43

 
89

Paid/settled
 
(28
)
 
(43
)
 
(71
)
Total accrued restructuring costs as of December 31, 2016
 
$
18

 
$

 
$
18

Charges incurred
 
4

 
3

 
7

Paid/Settled
 
(20
)
 
$
(3
)
 
(23
)
Total accrued restructuring costs as of December 31, 2017
 
$
2

 
$

 
$
2