CENTENE CORPORATION
The following discussion of our financial condition and results of operations
should be read in conjunction with our consolidated financial statements and the
related notes included elsewhere in this filing. The discussion contains
forward-looking statements that involve known and unknown risks and
uncertainties.
EXECUTIVE OVERVIEW
General
We are a leading healthcare enterprise that is committed to helping people live
healthier lives. We take a local approach - with local brands and local teams -
to provide fully integrated, high-quality, and cost-effective services to
government-sponsored and commercial healthcare programs, focusing on
under-insured and uninsured individuals.
Results of operations depend on our ability to manage expenses associated with
health benefits (including estimated costs incurred) and selling, general and
administrative (SG&A) costs. We measure operating performance based upon two key
ratios. The health benefits ratio (HBR) represents medical costs as a percentage
of premium revenues, excluding premium tax revenues that are separately billed,
and reflects the direct relationship between the premiums received and the
medical services provided. The SG&A expense ratio represents SG&A costs as a
percentage of premium and service revenues, excluding premium taxes separately
billed. Beginning in 2022, we have included a separate line item for
depreciation expense on the Consolidated Statement of Operations, which was
previously included within SG&A expenses. Prior period information has been
conformed to the current presentation, including the resulting SG&A expense
ratios.
Value Creation Plan
As introduced inJune 2021 , our Value Creation Plan is designed to drive margin expansion by leveraging our scale and generating sustainable profitable growth. In addition to creating shareholder value, this plan is an ongoing effort to modernize and improve how we work in order to propel our organization to new levels of success and elevate the member and provider experiences. The three major pillars of the Value Creation Plan are: SG&A expense savings, gross margin expansion, and strategic capital management. The first pillar, SG&A expense savings, includes initiatives targeting improving productivity, driving efficiencies, and reducing costs throughout the organization, including real estate optimization. The second pillar, gross margin expansion, will be achieved through initiatives including bid discipline, clinical initiatives, quality improvement, and pharmacy cost management. The third pillar, strategic capital management, focuses on value-creating capital deployment activities such as share repurchases, portfolio optimization, and debt and investment management. From an operational perspective, we continue to move forward with our value creation plan, including the centralization of key functions, such as call centers and utilization management, evaluating our real estate footprint and seeking opportunities for platform consolidation. We are assessing our portfolio and are focused on making strategic decisions and investments to create additional value in the short term and to seek opportunities that position the organization for long-term strength, profitability, growth, and innovation. We intend to build cash throughout 2022 so we are positioned to execute on capital deployment activities during the second half of the year, in tandem with the timing of our health plan dividends.
COVID-19 Trends and Uncertainties
The impact of COVID-19 on our business in both the short-term and long-term is uncertain and difficult to predict. The outlook for the remainder of 2022 depends on future developments, including but not limited to: the length and severity of the outbreak (including new variants, which may be more contagious, more severe or less responsive to treatment or vaccines), the effectiveness of containment actions, the timing and effectiveness of vaccinations and achievement of herd immunity, and the timing and rate at which members return to accessing healthcare. The pandemic and these future developments have impacted and will continue to affect our membership and medical utilization. From the onset of the pandemic inMarch 2020 , our Medicaid membership has increased by 2.8 million members (excluding the newNorth Carolina membership). The public health emergency extension for COVID-19 is expected to end inJuly 2022 with redeterminations beginning inAugust 2022 . We will continue to monitor announcements related to the public health emergency and redeterminations and the potential impact on our membership. We continue to watch external trends closely, as COVID-19 costs could increase based upon macro trends. New variants and additional waves of the pandemic could create new dynamics and uncertainties around our expectations. 18 -------------------------------------------------------------------------------- Table of Contents We are confident we have the team, systems, expertise and financial strength to continue to effectively navigate this challenging pandemic landscape.
Regulatory Trends and Uncertainties
The United States government, politicians, and healthcare experts continue to discuss and debate various elements ofthe United States healthcare model. We remain focused on the promise of delivering access to high-quality, affordable healthcare to all of our members and believe we are well positioned to meet the needs of the changing healthcare landscape. In contrast to previous executive and legislative efforts to restrict or limit certain provisions of the Affordable Care Act (ACA), the American Rescue Act, enacted onMarch 11, 2021 , contained provisions aimed at leveraging Medicaid and theHealth Insurance Marketplace to expand health insurance coverage and affordability to consumers. The American Rescue Act authorized an additional$1.9 trillion in federal spending to address the COVID-19 public health emergency, and contained several provisions designed to increase coverage of certain healthcare services, expand eligibility and benefits, incentivize state Medicaid expansion, and adjust federal financing for state Medicaid programs, the ultimate impact of which remain uncertain. The American Rescue Act enhanced eligibility for the advance premium tax credit for certain enrollees in theHealth Insurance Marketplace currently expires onDecember 31, 2022 , and if it is not extended, ourHealth Insurance Marketplace membership may be reduced. We have more than three decades of experience, spanning seven presidents from both sides of the aisle, in delivering high-quality healthcare services on behalf of states and the federal government to under-insured and uninsured families, commercial organizations and military families. This expertise has allowed us to deliver cost effective services to our government sponsors and our members. While healthcare experts maintain focus on personalized healthcare technology, we continue to make strategic decisions to accelerate development of new software platforms and analytical capabilities. We continue to believe we have both the capacity and capability to successfully navigate industry changes to the benefit of our members, customers and shareholders.
First Quarter 2022 Highlights
Our financial performance for the first quarter of 2022 is summarized as follows:
•Managed care membership of 26.2 million, an increase of 1.9 million members, or 8% year-over-year.
•Total revenues of
•Premium and service revenues of
•HBR of 87.3%, compared to 86.8% for the first quarter of 2021.
•SG&A expense ratio of 8.0%, compared to 7.9% for the first quarter of 2021.
•Adjusted SG&A expense ratio of 7.7%, compared to 7.6% for the first quarter of 2021.
•Operating cash flows of
•Diluted earnings per share (EPS) of
•Adjusted Diluted EPS of
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A reconciliation from GAAP diluted earnings per share to Adjusted Diluted EPS is
highlighted below, and additional detail is provided above under the heading
"Non-GAAP Financial Presentation":
Three Months Ended
2022 2021
GAAP diluted EPS attributable to Centene $ 1.44$ 1.19 Amortization of acquired intangible assets 0.26
0.25
Acquisition related expenses 0.13 0.06 Other adjustments (1) - 0.13 Adjusted Diluted EPS $ 1.83$ 1.63
(1) Other adjustments include the following items:
2022:
(a) Legal fees related to the PBM legal settlement reserve established in 2021 of$2 million , or$0.00 per diluted share, net of income tax benefit of$0.00 , for the three months endedMarch 31, 2022 .
2021:
(a) Debt extinguishment costs of
(b) Severance costs due to a restructuring of
The following items contributed to our results of operations in the current year:
•Circle Health. In
•Commercial. In 2022, we introduced Ambetter into five new states, as well as expanded coverage to 274 new counties across 13 existing states. We now serve members in 27 states across the country in 1,480 counties. Additionally, we introduced three new Ambetter product offerings to address growing needs of our members: Ambetter Value, Ambetter Select, and Ambetter Virtual Access. •Eligibility Redeterminations. Revenue growth was driven by organic Medicaid growth partially due to the ongoing suspension of eligibility redeterminations as well as Medicare membership growth during the annual enrollment period. •Hawaii. InJuly 2021 , we began operating under two new statewide contracts inHawaii to continue administering covered services to eligible Medicaid andChildren's Health Insurance Program (CHIP) members for medically necessary medical, behavioral health, and long-term services and support and to continue administering services through the Community Care Services program in partnership with theHawaii Department of Human Services' Med-QUEST Division . •Magellan Health (Magellan). InJanuary 2022 , we acquired all of the issued and outstanding shares of Magellan for approximately$2.6 billion . The Magellan Acquisition enables us to provide whole-health, integrated healthcare solutions to deliver better health outcomes at lower costs for complex, high-cost populations. •Medicare Advantage. We experienced strong Medicare membership growth during the 2022 annual enrollment period. In 2022, we introduced WellCare into three new states, as well as expanded coverage to 327 new counties across existing states. We now serve members in 36 states across the country in 1,575 counties. •North Carolina. InJuly 2021 , WellCare ofNorth Carolina commenced operations under a new statewide contract inNorth Carolina providing Medicaid managed care services. In addition, we also began operating under a new contract to provide Medicaid managed care services in three regions inNorth Carolina through our provider-ledNorth Carolina joint venture,Carolina Complete Health . 20
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In addition, we have been negatively impacted by the previously disclosed carve out ofCalifornia pharmacy services, which occurred in connection with the state's transition of pharmacy services from managed care to fee for service, and the decrease in the number of our Medicare members in a 4.0 star or above plan for the 2022 bonus year.
We expect the following items to contribute to our future results of operations:
•InMarch 2022 ,Centene announced its subsidiary,Managed Health Services , was selected by theIndiana Department of Administration to continue serving HoosierHealthwise and Health Indiana Plan members with Medicaid and Medicaid alternative managed care and care coordination services. The new contract is anticipated to beginJanuary 1, 2023 . •InFebruary 2022 , ourLouisiana subsidiary,Louisiana Healthcare Connections , was awarded a Medicaid contract by theLouisiana Department of Health to continue administering quality, integrated healthcare services to members across the state. The contract is expected to commence inJuly 2022 . •InJanuary 2022 , ourNevada subsidiary,SilverSummit Healthplan, Inc. , commenced the contract awarded from theNevada Department of Health and Human Services - Health Care Financing and Policy to continue providing managed care services for its Medicaid Managed Care program in bothClark andWashoe Counties. •InOctober 2021 , CMS published updatedMedicare Star quality ratings for the 2022 rating year. Over 50% of our Medicare members are in a 4.0 star or above plan for the 2023 bonus year, compared to approximately 30% for the 2022 bonus year. This increase in Star quality ratings is primarily due to certain disaster relief provisions, which we do not expect to be applicable in future years. As a result, we expect to experience a meaningful decrease to our Star ratings for the 2023 Star rating year, which impacts the 2024 bonus year, followed by a subsequent increase to our Star ratings for the 2024 Star rating year, which impacts the 2025 bonus year. •InAugust 2021 , we announced that ourNorth Carolina subsidiaries,Carolina Complete Health and WellCare ofNorth Carolina , will coordinate physical and/or other health services with Local Management Entities/Managed Care Organizations under the state's new Tailored Plans. The Tailored Plans, which are expected to launch inDecember 2022 , are integrated health plans designed for individuals with significant behavioral health needs and intellectual/developmental disabilities.
•In
•We expect Medicaid eligibility redeterminations to begin in
•We will be negatively impacted by the anticipated carve out ofOhio pharmacy services in the second half of 2022 in connection with the state's transition of pharmacy services from managed care to a single pharmacy benefit manager.
•We may be negatively impacted by potential Medicaid state rate actions and risk corridor mechanisms as a result of the COVID-19 pandemic.
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MEMBERSHIP
From March 31, 2021 to March 31, 2022 , we increased our managed care membership
by 1.9 million, or 8%. The following table sets forth our membership by line of
business:
March 31, December 31, March 31,
2022 2021 2021
Traditional Medicaid (1) 13,590,100 13,328,400 12,307,400
High Acuity Medicaid (2) 1,682,800 1,686,100 1,529,000
Total Medicaid 15,272,900 15,014,500 13,836,400
Commercial Marketplace 2,031,000 2,140,500 1,900,900
Commercial Group 449,700 462,100 483,400
Total Commercial 2,480,700 2,602,600 2,384,300
Medicare (3) 1,452,500 1,252,200 1,138,500
Medicare PDP 4,169,700 4,070,500 4,109,700
Total at-risk membership (4) 23,375,800 22,939,800 21,468,900
TRICARE eligibles 2,862,400 2,874,700 2,881,400
Total 26,238,200 25,814,500 24,350,300
(1) Membership includes TANF, Medicaid Expansion, CHIP,
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RESULTS OF OPERATIONS
The following discussion and analysis is based on our Consolidated Statements of
Operations, which reflect our results of operations for the three months ended
March 31, 2022 and 2021, prepared in accordance with generally accepted
accounting principles in the United States .
Summarized comparative financial data for the three months ended
Three Months Ended March 31,
2022 2021 % Change
Premium $ 31,889 $ 26,933 18 %
Service 2,343 1,181 98 %
Premium and service revenues 34,232 28,114 22 %
Premium tax 2,953 1,869 58 %
Total revenues 37,185 29,983 24 %
Medical costs 27,838 23,391 19 %
Cost of services 1,988 1,048 90 %
Selling, general and administrative expenses 2,745 2,234 23 %
Depreciation expense 156 133 17 %
Amortization of acquired intangible assets 199 195 2 %
Premium tax expense 3,006 1,928 56 %
Earnings from operations 1,253 1,054 19 %
Investment and other income 52 103 (50) %
Debt extinguishment 3 (46) n.m.
Interest expense (160) (170) (6) %
Earnings before income tax expense 1,148 941 22 %
Income tax expense 296 244 21 %
Net earnings 852 697 22 %
(Earnings) loss attributable to noncontrolling interests (3) 2 n.m.
Net earnings attributable to Centene Corporation $ 849 $ 699 21 %
Diluted earnings per common share attributable to Centene
Corporation $ 1.44 $ 1.19 21 %
n.m.: not meaningful
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Three Months Ended
Total Revenues
The following table sets forth supplemental revenue information for the three
months ended
2022 2021 % Change
Medicaid $ 24,076 $ 20,191 19 %
Commercial 4,132 3,898 6 %
Medicare (1) 5,757 4,339 33 %
Other 3,220 1,555 107 %
Total Revenues $ 37,185 $ 29,983 24 %
(1) Medicare includes Medicare Advantage, Medicare Supplement and Medicare PDP.
Total revenues increased 24% in the three months endedMarch 31, 2022 over the corresponding period in 2021, driven by organic Medicaid growth, partially due to the ongoing suspension of eligibility redeterminations, 28% membership growth in the Medicare business (16% growth sinceDecember 31, 2021 ), our recent acquisitions ofMagellan Health (Magellan) andCircle Health , the commencement of our contracts inNorth Carolina , and$1.9 billion of additional premium tax revenue and retroactive state directed payments.
Operating Expenses
Medical Costs
The HBR for the three months endedMarch 31, 2022 , was 87.3%, compared to 86.8% in the same period in 2021. The HBR for the first quarter of 2022 was negatively impacted primarily by a return to more normalized traditional Medicaid medical utilization as compared to the first quarter of 2021, partially offset by pricing actions and lower traditional utilization in the Marketplace business.
Cost of Services
Cost of services increased by$940 million in the three months endedMarch 31, 2022 , compared to the corresponding period in 2021, primarily attributable to newly acquired businesses, includingMagellan and Circle Health . The cost of service ratio for the three months endedMarch 31, 2022 , was 84.8%, compared to 88.7% in the same period in 2021. The decrease in the cost of service ratio was driven by the acquisition of theCircle Health business, which operates at a lower cost of service ratio.
Selling, General & Administrative Expenses
The SG&A expense ratio was 8.0% for the first quarter of 2022, compared to 7.9% in the first quarter of 2021. The adjusted SG&A expense ratio was 7.7% for the first quarter of 2022, compared to 7.6% in the first quarter of 2021. The increases were due to the additions of theMagellan and Circle Health businesses, which operate at higher SG&A expense ratios due to the nature of the businesses. These impacts were partially offset by the leveraging of expenses over higher revenues as a result of increased membership and retroactive state directed payments. The SG&A expense ratio increased in 2022 due to higher acquisition related costs as a result of the Magellan Acquisition, partially offset by reduced restructuring charges compared to 2021.
Other Income (Expense)
The following table summarizes the components of other income (expense) for the
three months ended
2022 2021
Investment and other income $ 52 $ 103
Debt extinguishment 3 (46)
Interest expense (160) (170)
Other income (expense), net $ (105) $ (113)
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Investment and other income. Investment and other income decreased by
Debt extinguishment. InFebruary 2021 , we tendered or redeemed all of our outstanding$2.2 billion 4.75% Senior Notes, due 2025 and recognized a pre-tax loss on extinguishment of approximately$46 million . The loss includes the call premium, the write-off of unamortized debt issuance costs and expenses related to the redemption. Interest expense. Interest expense decreased by$10 million in the three months endedMarch 31, 2022 compared to the corresponding period in 2021. The decrease was driven by our 2021 refinancing actions.
Income Tax Expense
For the three months endedMarch 31, 2022 , we recorded income tax expense of$296 million on pre-tax earnings of$1.1 billion , or an effective tax rate of 25.8%. For the first quarter of 2022, our effective tax rate on adjusted earnings was 25.1%. For the three months endedMarch 31, 2021 , we recorded income tax expense of$244 million on pre-tax earnings of$941 million , or an effective tax rate of 25.9%. For the first quarter of 2021, our effective tax rate on adjusted earnings was 25.4%.
Segment Results
The following table summarizes our consolidated operating results by segment for
the three months ended
2022 2021 % Change
Total Revenues
Managed Care $ 34,521 $ 28,603 21 %
Specialty Services 6,115 4,267 43 %
Eliminations (3,451) (2,887) (20) %
Consolidated Total $ 37,185 $ 29,983 24 %
Earnings from Operations
Managed Care $ 1,237 $ 956 29 %
Specialty Services 16 98 (84) %
Consolidated Total $ 1,253 $ 1,054 19 %
Managed Care
Total revenues increased 21% in the three months ended March 31, 2022 , compared
to the corresponding period in 2021. The increase was due to organic Medicaid
growth, partially due to the ongoing suspension of eligibility redeterminations,
membership growth in the Medicare business, our recent acquisition of Circle
Health , the commencement of our contracts in North Carolina , and premium tax
revenue and retroactive state directed payments. Earnings from operations
increased $281 million between years primarily as a result of Medicaid and
Medicare membership growth, lower traditional utilization in the Marketplace
business, the recent acquisition of Circle Health , and profitability growth in
the PDP business, partially offset by a return to more normalized traditional
Medicaid utilization.
Specialty Services
Total revenues increased 43% in the three months ended March 31, 2022 , compared
to the corresponding period in 2021, resulting primarily from our recent
acquisition of Magellan and increased services associated with membership growth
in the Managed Care segment. Earnings from operations decreased $82 million in
the three months ended March 31, 2022 , compared to the corresponding period in
2021, primarily due to a non-recurring item in our federal services business in
the prior year. Decreases in operations were partially offset by the Magellan
Acquisition.
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LIQUIDITY AND CAPITAL RESOURCESShown below is a condensed schedule of cash flows used in the discussion of liquidity and capital resources ($ in millions).
Three Months Ended
2022 2021
Net cash provided by operating activities $ 1,151 $ 43
Net cash used in investing activities (2,401) (607)
Net cash used in financing activities (498) (73)
Effect of exchange rate changes on cash and cash equivalents 33 (16)
Net decrease in cash, cash equivalents, and restricted cash and
cash equivalents $ (1,715) $ (653) Cash Flows Provided by Operating Activities
Normal operations are funded primarily through operating cash flows and
borrowings under our revolving credit facility. Operating activities provided
cash of
Cash flows provided by operations in 2021 were due to net earnings, timing of subsidy payments from CMS related to our Medicare PDP business, and an increase in medical claims liabilities, almost entirely offset by a delay in premium payments from one of our state partners of approximately$900 million and an increase in risk adjustment receivable.
Cash Flows Used in Investing Activities
Investing activities used cash of$2.4 billion in the three months endedMarch 31, 2022 , and$607 million in the comparable period in 2021. Cash flows used in investing activities in 2022 primarily consisted of our acquisition of Magellan and net additions to the investment portfolio of our regulated subsidiaries (including transfers from cash and cash equivalents to long-term investments). Cash flows used in investing activities in 2021 primarily consisted of the net additions to the investment portfolio of our regulated subsidiaries (including transfers from cash and cash equivalents to long-term investments) and capital expenditures. We spent$242 million and$187 million in the three months endedMarch 31, 2022 and 2021, respectively, on capital expenditures for system enhancements, market growth, and corporate headquarters expansions. As ofMarch 31, 2022 , our investment portfolio consisted primarily of fixed-income securities with an average duration of 3.6 years. We had unregulated cash and cash equivalents of$637 million atMarch 31, 2022 , including$417 million in our international subsidiaries (a material portion of which is expected to be used to satisfy contractual obligations), compared to$2.7 billion atDecember 31, 2021 , including$430 million in our international subsidiaries. Unregulated cash was substantially reduced inJanuary 2022 upon the closing of the Magellan Acquisition for the purchase price payment and corresponding closing costs. Unregulated cash and investments include private equity investments and company owned life insurance contracts.
Cash Flows Used in Financing Activities
Financing activities used cash of$498 million in the three months endedMarch 31, 2022 , compared to using cash of$73 million in the comparable period in 2021. Financing activities in 2022 were driven by the redemption of Magellan's outstanding debt of$535 million acquired in the transaction using Magellan's cash on hand. In 2021, net financing activities were due to costs associated with our debt refinancing, offset by increased borrowings. 26 -------------------------------------------------------------------------------- Table of Contents Liquidity Metrics The credit agreement underlying our Revolving Credit Facility and Term Loan Facility contains customary covenants as well as financial covenants including a minimum fixed charge coverage ratio and a maximum debt-to-EBITDA ratio. Our maximum debt-to-EBITDA ratio under the credit agreement may not exceed 4.0 to 1.0. As ofMarch 31, 2022 , we had$213 million of borrowings outstanding under our Revolving Credit Facility,$2.2 billion of borrowings under our Term Loan Facility, and we were in compliance with all covenants. As ofMarch 31, 2022 , there were no limitations on the availability of our Revolving Credit Facility as a result of the debt-to-EBITDA ratio. In 2017, we executed a$200 million non-recourse construction loan to fund the expansion of our corporate headquarters. As ofMarch 31, 2022 , we had$182 million in borrowings outstanding under the loan, which is included in the current portion of long-term debt. InApril 2022 , we extended the term of the loan for an additional one year. The extension reduced interest on the loan to SOFR plus 1.85% and matures inApril 2023 . We had outstanding letters of credit of$161 million as ofMarch 31, 2022 , which were not part of our revolving credit facility. The letters of credit bore weighted interest of 0.7% as ofMarch 31, 2022 . In addition, we had outstanding surety bonds of$1.4 billion as ofMarch 31, 2022 .
The indentures governing our various maturities of senior notes contain limited
restrictive covenants. As of
AtMarch 31, 2022 , we had working capital, defined as current assets less current liabilities, of$1.4 billion , compared to$2.7 billion atDecember 31, 2021 . Unregulated cash was substantially reduced inJanuary 2022 upon the closing of the Magellan Acquisition for the purchase price payment and corresponding closing costs. We manage our short-term and long-term investments with the goal of ensuring that a sufficient portion is held in investments that are highly liquid and can be sold to fund short-term requirements as needed. AtMarch 31, 2022 , our debt to capital ratio, defined as total debt divided by the sum of total debt and total equity, was 40.9%, compared to 41.2% atDecember 31, 2021 . Excluding$182 million of non-recourse debt, our debt to capital ratio was 40.7% as ofMarch 31, 2022 , compared to$184 million and 40.9% atDecember 31, 2021 . We utilize the debt to capital ratio as a measure, among others, of our leverage and financial flexibility.
2022 Expectations
During the remainder of 2022, we expect to receive net dividends from our insurance subsidiaries of approximately$900 million and spend approximately$800 million in additional capital expenditures primarily associated with system enhancements and the completion of our office inCharlotte, North Carolina . InFebruary 2021 , our Board of Directors approved an increase in our existing share repurchase program for our common stock. With the increase, we are authorized to repurchase up to$1.0 billion of shares of our common stock, inclusive of the previously approved stock repurchase program. We have$800 million remaining under the program for repurchases as ofMarch 31, 2022 . No duration has been placed on the repurchase program. Based on our operating plan, we expect that our available cash, cash equivalents and investments, cash from our operations and cash available under our Revolving Credit Facility will be sufficient to finance our general operations and capital expenditures for at least 12 months from the date of this filing. While we are currently in a strong liquidity position and believe we have adequate access to capital, we may elect to increase borrowings on our Revolving Credit Facility. From time to time we may elect to raise additional funds for these and other purposes, either through issuance of debt or equity, the sale of investment securities or otherwise, as appropriate. In addition, we may strategically pursue refinancing or redemption opportunities to extend maturities and/or improve terms of our indebtedness if we believe such opportunities are favorable to us. We intend to continue to evaluate strategic actions in connection with our Value Creation Plan, targeting initiatives to improve productivity, efficiencies and reduced organizational costs, as well as capital deployment activities, including share repurchases, portfolio optimization and the evaluation of refinancing opportunities. In addition to creating shareholder value, this plan encompasses a larger organizational mission to enhance our member and provider experience, improve outcomes for our members, and to initiate new ways of doing business that makeCentene a great partner in all aspects of our operations. 27
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REGULATORY CAPITAL AND DIVIDEND RESTRICTIONS
Our operations are conducted through our subsidiaries. As managed care
organizations, most of our subsidiaries are subject to state regulations and
other requirements that, among other things, require the maintenance of minimum
levels of statutory capital, as defined by each state, and restrict the timing,
payment and amount of dividends and other distributions that may be paid to us.
Generally, the amount of dividend distributions that may be paid by a regulated
subsidiary without prior approval by state regulatory authorities is limited
based on the entity's level of statutory net income and statutory capital and
surplus.
Our regulated subsidiaries are required to maintain minimum capital requirements
prescribed by various regulatory authorities in each of the states in which we
operate. During the three months ended March 31, 2022 , we made net capital
contributions of $52 million to our regulated subsidiaries. For our subsidiaries
that file with the National Association of Insurance Commissioners (NAIC), the
aggregate risk-based capital (RBC) level as of December 31, 2021 , which was the
most recent date for which reporting was required, was in excess of 350% of the
Authorized Control Level. We intend to continue to maintain an aggregate RBC
level in excess of 350% of the Authorized Control Level during 2022.
Under the California Knox-Keene Health Care Service Plan Act of 1975, as amended
(Knox -Keene ), certain of our California subsidiaries must comply with tangible
net equity (TNE) requirements. Under these Knox-Keene TNE requirements, actual
net worth less certain unsecured receivables and intangible assets must be more
than the greater of (i) a fixed minimum amount, (ii) a minimum amount based on
premiums or (iii) a minimum amount based on healthcare expenditures, excluding
capitated amounts.
Under the New York State Department of Health Codes, Rules and Regulations Title
10, Part 98, our New York subsidiary must comply with contingent reserve
requirements. Under these requirements, net worth based upon admitted assets
must equal or exceed a minimum amount based on annual net premium income.
The NAIC has adopted rules which set minimum RBC requirements for insurance
companies, managed care organizations and other entities bearing risk for
healthcare coverage. As of
As a result of the above requirements and other regulatory requirements, certain
of our subsidiaries are subject to restrictions on their ability to make
dividend payments, loans or other transfers of cash to their parent companies.
Such restrictions, unless amended or waived or unless regulatory approval is
granted, limit the use of any cash generated by these subsidiaries to pay our
obligations. The maximum amount of dividends that can be paid by our insurance
company subsidiaries without prior approval of the applicable state insurance
departments is subject to restrictions relating to statutory surplus, statutory
income and unassigned surplus.
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