FAIR VALUE

12 Months Ended

Dec. 31, 2021

Financial Assets

The following table summarizes our fair value measurements at December 31, 2021 and 2020, respectively, for financial assets measured at fair value on a recurring basis:


			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
	(in millions)
December 31, 2021
Cash equivalents	$	3,322	$	3,322	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	602		—		602		—
Mortgage-backed securities	3,229		—		3,229		—
Tax-exempt municipal securities	841		—		841		—
Mortgage-backed securities:
Residential	367		—		367		—
Commercial	1,410		—		1,410		—
Asset-backed securities	1,348		—		1,348		—
Corporate debt securities	5,700		—		5,632		68
Total debt securities	13,497		—		13,429		68
Common stock	475		475		—		—
Total invested assets	$	17,294	$	3,797	$	13,429	$	68

December 31, 2020
Cash equivalents	$	4,548	$	4,548	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	616		—		616		—
Mortgage-backed securities	3,254		—		3,254		—
Tax-exempt municipal securities	1,447		—		1,447		—
Mortgage-backed securities:
Residential	17		—		17		—
Commercial	1,318		—		1,318		—
Asset-backed securities	1,372		—		1,372		—
Corporate debt securities	4,927		—		4,927		—
Total debt securities	12,951		—		12,951		—
Common stock	815		815		—		—
Total invested assets	$	18,314	$	5,363	$	12,951	$	—

Our Level 3 assets had a fair value of $68 million at December 31, 2021, or 0.4% of our total invested assets. During the year ended December 31, 2021, the changes in the fair value of the assets measured using significant unobservable inputs (Level 3) were comprised of the following:


	For the year ended December 31, 2021

	Private Placements
	(in millions)
Beginning balance at January 1	$	—
Total gains or losses:
Realized in earnings	—
Unrealized in other comprehensive income	(1)
Purchases	69
Sales	—
Settlements	—
Balance at December 31	$	68

Financial Liabilities

Our debt is recorded at carrying value in our consolidated balance sheets. The carrying value of our senior notes debt outstanding, net of unamortized debt issuance costs, was $9.0 billion at December 31, 2021 and $6.1 billion at December 31, 2020. The fair value of our senior note debt was $10.0 billion at December 31, 2021 and $7.4 billion at December 31, 2020. The fair value of our senior note debt is determined based on Level 2 inputs, including quoted market prices for the same or similar debt, or if no quoted market prices are available, on the current prices estimated to be available to us for debt with similar terms and remaining maturities. Carrying value approximates fair value for our term loans and commercial paper borrowings. The term loan and commercial paper borrowings were $3.5 billion at December 31, 2021. Our commercial paper borrowings were $600 million at December 31, 2020.

Put and Call Options Measured at Fair Value

Our put and call options associated with our equity method investments are measured at fair value each period using a Monte Carlo simulation.

Effective April 27, 2021, with the signing of the definitive agreement to acquire the remaining 60% interest of KAH, the respective put and call options were terminated. As such, the $63 million put and $440 million call fair values as of the first quarter of 2021 were reduced to zero, resulting in $377 million in "Other (income) expense, net" in our consolidated statements of income for the year ended December 31, 2021.

The put and call options were measured at fair value using a Monte Carlo simulation which resulted in fair values of $45 million and $503 million, respectively, at December 31, 2020. The put option was included within other long-term liabilities and the call option included within other long-term assets at December 31, 2020. The change in fair value of the put and call options is reflected as "Other (income) expense, net" in our consolidated statements of income.

The significant unobservable inputs utilized in these Level 3 fair value measurements (and selected values) include the enterprise value of KAH, annualized volatility and secured credit rate. Enterprise value was derived from a discounted cash flow model, which utilized significant unobservable inputs for long-term net operating profit after

tax margin, or NOPAT, to measure underlying cash flows, weighted average cost of capital and long term growth rate. The table below presents the assumptions used for December 31, 2020.


	December 31, 2020
Annualized volatility	29.9	%
Secured credit rate	0.4	%
NOPAT	12.0	%
Weighted average cost of capital	9.5	%
Long term growth rate	3.0	%

The put and call options fair values associated with our Primary Care Organization strategic partnership with WCAS, which are exercisable at a fixed revenue exit multiple and provide a minimum return on WCAS' investment if exercised, are measured at fair value each reporting period using a Monte Carlo simulation. The put and call options fair values, derived from the Monte Carlo simulation, were $202 million and $13 million, respectively, at December 31, 2021. The put and call options fair values, derived from the Monte Carlo simulation, were $64 million and $15 million, respectively, at December 31, 2020.

The significant unobservable inputs utilized in these Level 3 fair value measurements (and selected values) include the enterprise value, annualized volatility and credit spread. Enterprise value was derived from a discounted cash flow model, which utilized significant unobservable inputs for long-term revenue, to measure underlying cash flows, weighted average cost of capital and long term growth rate. The table below presents the assumptions used for December 31, 2021.


	December 31, 2021
Annualized volatility	22.4	%
Credit spread	0.9	%
Revenue exit multiple	1.5x - 2.5x
Weighted average cost of capital	12.5	%
Long term growth rate	3.0	%

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a non-recurring basis subject to fair value adjustment only in certain circumstances. As disclosed in Note 3, “Acquisitions”, we completed our acquisition of KAH during the third quarter of 2021. The net assets acquired and resulting goodwill and other intangible assets were recorded at fair value primarily using Level 3 inputs. The net tangible assets including receivables and accrued liabilities were recorded at their carrying value which approximated their fair value due to their short term nature. The fair value of goodwill and other intangible assets were internally estimated based on the income approach. The income approach estimates fair value based on the present value of cash flow that the assets could be expected to generate in the future. We developed internal estimates for expected cash flows in the present value calculation using inputs and significant assumptions that include historical revenues and earnings, long-term growth rate, discount rate, contributory asset charges and future tax rates, among others. The excess purchase price over the fair value of assets and liabilities acquired is recorded as goodwill.

Other than the assets acquired and liabilities assumed in the KAH and other acquisitions in Note 3, there were no other material assets or liabilities measured at fair value on a recurring or nonrecurring basis during 2021, 2020, or 2019.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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