Humana Completes Acquisition of SeniorBridge

Leading care-management and in-home care provider helps seniors stay healthier and stay in their homes

LOUISVILLE, Ky.--()--Humana Inc. (NYSE: HUM) announced today it has completed its acquisition of SeniorBridge, a national chronic-care provider best known for providing in-home care management and caregiving services for seniors. Terms were not disclosed.

Since its founding in 2000, SeniorBridge has been managing complex chronic care for seniors across the United States. SeniorBridge’s care-management teams of nurse practitioners, nurses, social workers and certified caregivers help seniors maintain and improve their health while remaining in their homes. A typical SeniorBridge patient is 65 or older and has multiple chronic conditions.

Eric Rackow, M.D., President and Chief Executive Officer of SeniorBridge, will continue leading the organization. He will report to Bruce Perkins, President of Humana’s Health and Well-being Services segment.

Acquiring SeniorBridge will immediately expand Humana’s existing care management capabilities with the addition of SeniorBridge’s national network of more than 2,000 care managers. Humana intends to fully leverage SeniorBridge’s capabilities managing chronically ill adults.

“Humana and SeniorBridge share a vision of moving care for seniors into the home,” said Humana’s Perkins. “SeniorBridge’s unique model of care management, planning and coordination, and impressive track record improving the health and function of individuals with complex health needs – and keeping them out of the hospital and emergency room – will enable Humana to better serve this growing segment of the population.”

“By joining forces with Humana, SeniorBridge becomes a stronger care-management and home-care company poised to expand services and scale nationally while improving the experiences of our clients, partners and employees,” said Dr. Rackow. “We are excited to create the new SeniorBridge and continue our work improving the well-being of individuals with complex health care needs.”

SeniorBridge and Humana’s care-management division, Humana Cares, will integrate their strong care management programs to provide a full spectrum of telephonic care-management, in-home care management and in-home caregiving to improve the health of seniors living with chronic conditions in the comfort of their homes. Longtime Humana leader Craig Drablos, recently named President of Humana Cares, will report to SeniorBridge CEO Rackow.

Humana’s acquisition of SeniorBridge is not expected to have a material impact on Humana’s financial earnings guidance for the year ending December 31, 2012.

Cautionary Statement

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in investor presentations, press releases, Securities and Exchange Commission (SEC) filings, and in oral statements made by or with the approval of one of Humana’s executive officers, the words or phrases like “expects,” “anticipates,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, including, among other things, information set forth in the “Risk Factors” section of the company’s SEC filings, a summary of which includes but is not limited to the following:

  • If Humana does not design and price its products properly and competitively, if the premiums Humana charges are insufficient to cover the cost of health care services delivered to its members, or if its estimates of benefit expenses are inadequate, Humana’s profitability could be materially adversely affected. Humana estimates the costs of its benefit expense payments, and designs and prices its products accordingly, using actuarial methods and assumptions based upon, among other relevant factors, claim payment patterns, medical cost inflation, and historical developments such as claim inventory levels and claim receipt patterns. These estimates, however, involve extensive judgment, and have considerable inherent variability that is extremely sensitive to payment patterns and medical cost trends.
  • If Humana fails to effectively implement its operational and strategic initiatives, including its Medicare initiatives, the company’s business may be materially adversely affected, which is of particular importance given the concentration of the company’s revenues in the Medicare business.
  • If Humana fails to properly maintain the integrity of its data, to strategically implement new information systems, to protect Humana’s proprietary rights to its systems, or to defend against cyber-security attacks, the company’s business may be materially adversely affected.
  • Humana’s business may be materially adversely impacted by CMS’s adoption of the new coding set for diagnoses.
  • Humana is involved in various legal actions and governmental and internal investigations, including without limitation, an ongoing internal investigation and litigation and government requests for information related to certain aspects of its Florida subsidiary operations, any of which, if resolved unfavorably to the company, could result in substantial monetary damages. Increased litigation and negative publicity could increase the company’s cost of doing business.
  • As a government contractor, Humana is exposed to risks that may materially adversely affect its business or its willingness or ability to participate in government health care programs.
  • Recently enacted health insurance reform, including The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010, could have a material adverse effect on Humana’s results of operations, including restricting revenue, enrollment and premium growth in certain products and market segments, restricting the company’s ability to expand into new markets, increasing the company's medical and operating costs by, among other things, requiring a minimum benefit ratio on insured products (and particularly how the ratio may apply to Medicare plans), lowering the company’s Medicare payment rates and increasing the company’s expenses associated with a non-deductible federal premium tax and other assessments; financial position, including the company's ability to maintain the value of its goodwill; and cash flows. In addition, if the new non-deductible federal premium tax and other assessments, including a three-year commercial reinsurance fee, were imposed as enacted, and if Humana is unable to adjust its business model to address these new taxes and assessments, such as through the reduction of the company’s operating costs, there can be no assurance that the non-deductible federal premium tax and other assessments would not have a material adverse effect on the company’s results of operations, financial position, and cash flows.
  • Humana’s business activities are subject to substantial government regulation. New laws or regulations, or changes in existing laws or regulations or their manner of application could increase the company’s cost of doing business and may adversely affect the company’s business, profitability and cash flows.
  • Any failure to manage administrative costs could hamper Humana’s profitability.
  • Any failure by Humana to manage acquisitions and other significant transactions successfully may have a material adverse effect on its results of operations, financial position, and cash flows.
  • If Humana fails to develop and maintain satisfactory relationships with the providers of care to its members, the company’s business may be adversely affected.
  • Humana’s pharmacy business is highly competitive and subjects it to regulations in addition to those the company faces with its core health benefits businesses.
  • Changes in the prescription drug industry pricing benchmarks may adversely affect Humana’s financial performance.
  • If Humana does not continue to earn and retain purchase discounts and volume rebates from pharmaceutical manufacturers at current levels, Humana’s gross margins may decline.
  • Humana’s ability to obtain funds from its subsidiaries is restricted by state insurance regulations.
  • Downgrades in Humana’s debt ratings, should they occur, may adversely affect its business, results of operations, and financial condition.
  • Changes in economic conditions could adversely affect Humana’s business and results of operations.
  • The securities and credit markets may experience volatility and disruption, which may adversely affect Humana’s business.
  • Given the current economic climate, Humana’s stock and the stock of other companies in the insurance industry may be increasingly subject to stock price and trading volume volatility.

In making forward-looking statements, Humana is not undertaking to address or update them in future filings or communications regarding its business or results. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed herein may or may not occur. There also may be other risks that the company is unable to predict at this time. Any of these risks and uncertainties may cause actual results to differ materially from the results discussed in the forward-looking statements.

Humana advises investors to read the following documents as filed by the company with the SEC for further discussion both of the risks it faces and its historical performance:

  • Form 10-K for the year ended December 31, 2011;
  • Form 10-Q for the period ended March 31, 2012
  • Form 8-Ks filed during 2012.

About SeniorBridge

SeniorBridge is a leading national care management company with a 12-year heritage in helping people cope with the challenges of complex chronic conditions such as congestive heart failure, chronic obstructive pulmonary disease, Parkinson’s disease, and Alzheimer’s disease. The company’s 44 offices and national care management network works with families, physicians, hospitals and health plans to address the total well-being of its clients through a comprehensive process of care assessment, planning, coordination and advocacy. The company is headquartered in New York City and benefits from the support of its advisory board of internationally known experts in geriatrics.

For more information about SeniorBridge, visit www.seniorbridge.com.

About Humana

Humana Inc., headquartered in Louisville, Kentucky, is a leading health care company that offers a wide range of insurance products and health and wellness services that incorporate an integrated approach to lifelong well-being. By leveraging the strengths of its core businesses, Humana believes it can better explore opportunities for existing and emerging adjacencies in health care that can further enhance wellness opportunities for the millions of people across the nation with whom the company has relationships.

More information regarding Humana is available to investors via the Investor Relations page of the company’s website at www.humana.com, including copies of:

  • Annual reports to stockholders
  • Securities and Exchange Commission filings
  • Most recent investor conference presentations
  • Quarterly earnings news releases
  • Replays of most recent earnings release conference calls
  • Calendar of events (including upcoming earnings conference call dates and times, as well as planned interaction with research analysts and institutional investors)
  • Corporate Governance information

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Contacts

Humana Inc.
Investor Relations:
Regina Nethery, 502-580-3644
rnethery@humana.com
or
Corporate Communications:
Jim Turner, 502-580-3221
jturner2@humana.com
or
SeniorBridge Corporate Communications
Shira Loyer, 212-994-6179
sloyer@seniorbridge.com

Release Summary

Humana has completed its acquisition of SeniorBridge, a national chronic-care provider best known for providing in-home care management and caregiving services for seniors.

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Contacts

Humana Inc.
Investor Relations:
Regina Nethery, 502-580-3644
rnethery@humana.com
or
Corporate Communications:
Jim Turner, 502-580-3221
jturner2@humana.com
or
SeniorBridge Corporate Communications
Shira Loyer, 212-994-6179
sloyer@seniorbridge.com