Fair Value
Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs, as defined by FASB guidance for fair value measurements and disclosures, are as follows: |
| | |
Level Input: | | Input Definition: |
Level I | | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
Level II | | Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. |
Level III | | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
The following methods, assumptions and inputs were used to determine the fair value of each class of the following assets and liabilities recorded at fair value in the consolidated balance sheets:
Cash equivalents: Cash equivalents primarily consist of highly rated money market funds with maturities of three months or less, and are purchased daily at par value with specified yield rates. Due to the high ratings and short-term nature of the funds, we designate all cash equivalents as Level I.
Fixed maturity securities, available-for-sale: Fair values of available-for-sale fixed maturity securities are based on quoted market prices, where available. These fair values are obtained primarily from third party pricing services, which generally use Level I or Level II inputs for the determination of fair value to facilitate fair value measurements and disclosures. United States Government securities represent Level I securities, while Level II securities primarily include corporate securities, securities from states, municipalities and political subdivisions and mortgage-backed securities. For securities not actively traded, the third party pricing services may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. We have controls in place to review the third party pricing services’ qualifications and procedures used to determine fair values. In addition, we periodically review the third party pricing services’ pricing methodologies, data sources and pricing inputs to ensure the fair values obtained are reasonable. Inputs that are often used in the valuation methodologies include, but are not limited to, broker quotes, benchmark yields, credit spreads, default rates and prepayment speeds. We also have certain fixed maturity securities, primarily corporate debt securities, that are designated Level III securities. For these securities, the valuation methodologies may incorporate broker quotes or discounted cash flow analyses using assumptions for inputs such as expected cash flows, benchmark yields, credit spreads, default rates and prepayment speeds that are not observable in the markets.
Equity securities, available-for-sale: Fair values of equity securities are generally designated as Level I and are based on quoted market prices. For certain equity securities, quoted market prices for the identical security are not always available and the fair value is estimated by reference to similar securities for which quoted prices are available. These securities are designated Level II. We also have certain equity securities, including private equity securities, for which the fair value is estimated based on each security’s current condition and future cash flow projections. Such securities are designated Level III. The fair values of these private equity securities are generally based on either broker quotes or discounted cash flow projections using assumptions for inputs such as the weighted-average cost of capital, long-term revenue growth rates and earnings before interest, taxes, depreciation and amortization, or EBITDA, and/or revenue multiples that are not observable in the markets.
Other invested assets, current: Other invested assets, current include securities held in rabbi trusts that are classified as trading. Fair values are based on quoted market prices.
Securities lending collateral: Fair values of securities lending collateral are based on quoted market prices, where available. These fair values are obtained primarily from third party pricing services, which generally use Level I or Level II inputs for the determination of fair value, to facilitate fair value measurements and disclosures.
Derivatives: Fair values are based on the quoted market prices by the financial institution that is the counterparty to the derivative transaction. We independently verify prices provided by the counterparties using valuation models that incorporate market observable inputs for similar derivative transactions.
In addition, the following methods and assumptions were used to determine the fair value of each class of pension benefit plan assets and other benefit plan assets not defined above (see Note 11, “Retirement Benefits,” for fair values of benefit plan assets):
Mutual funds: Fair values are based on quoted market prices, which represent the net asset value, or NAV, of shares held.
Common and collective trusts: Fair values of common/collective trusts that replicate traded money market funds are based on cost, which approximates fair value. Fair values of common/collective trusts that invest in securities are valued at the NAV of the shares held, where the trust applies fair value measurements to the underlying investments to determine the NAV.
Partnership interests: Fair values are estimated based on the plan’s proportionate share of the undistributed partners’ capital as reported in audited financial statements of the partnership.
Contract with insurance company: Fair value of the contract in the insurance company general investment account is determined by the insurance company based on the fair value of the underlying investments of the account.
Investment in DOL 103-12 trust: Fair value is based on the plan’s proportionate share of the fair value of investments held by the trust, qualified as a Department of Labor Regulation 2520.103-12 entity, or DOL 103-12 trust, as reported in audited financial statements of the trust, where the trustee applies fair value measurements to the underlying investments of the trust.
Life insurance contracts: Fair value is based on the cash surrender value of the policies as reported by the insurer.
A summary of fair value measurements by level for assets and liabilities measured at fair value on a recurring basis at December 31, 2013 and 2012 is as follows:
|
| | | | | | | | | | | | | | | |
| Level I | | Level II | | Level III | | Total |
December 31, 2013 | | | | | | | |
Assets: | | | | | | | |
Cash equivalents | $ | 632.3 |
| | $ | — |
| | $ | — |
| | $ | 632.3 |
|
Investments available-for-sale: | | | | | | | |
Fixed maturity securities: | | | | | | | |
United States Government securities | 299.9 |
| | — |
| | — |
| | 299.9 |
|
Government sponsored securities | — |
| | 173.5 |
| | — |
| | 173.5 |
|
States, municipalities and political subdivisions, tax-exempt | — |
| | 6,002.7 |
| | — |
| | 6,002.7 |
|
Corporate securities | — |
| | 7,593.4 |
| | 115.2 |
| | 7,708.6 |
|
Options embedded in convertible securities | — |
| | 89.2 |
| | — |
| | 89.2 |
|
Residential mortgage-backed securities | — |
| | 2,268.9 |
| | — |
| | 2,268.9 |
|
Commercial mortgage-backed securities | — |
| | 480.1 |
| | 6.5 |
| | 486.6 |
|
Other debt securities | 35.6 |
| | 408.3 |
| | 14.8 |
| | 458.7 |
|
Total fixed maturity securities | 335.5 |
| | 17,016.1 |
| | 136.5 |
| | 17,488.1 |
|
Equity securities | 1,475.7 |
| | 249.7 |
| | 41.4 |
| | 1,766.8 |
|
Other invested assets, current | 16.3 |
| | — |
| | — |
| | 16.3 |
|
Securities lending collateral | 408.5 |
| | 561.3 |
| | — |
| | 969.8 |
|
Derivatives excluding embedded options (reported with other assets) | — |
| | 58.4 |
| | — |
| | 58.4 |
|
Total assets | $ | 2,868.3 |
| | $ | 17,885.5 |
| | $ | 177.9 |
| | $ | 20,931.7 |
|
Liabilities: | | | | | | | |
Derivatives excluding embedded options (reported with other liabilities) | $ | — |
| | $ | (20.7 | ) | | $ | — |
| | $ | (20.7 | ) |
Total liabilities | $ | — |
| | $ | (20.7 | ) | | $ | — |
| | $ | (20.7 | ) |
| | | | | | | |
December 31, 2012: | | | | | | | |
Assets: | | | | | | | |
Cash equivalents | $ | 728.3 |
| | $ | — |
| | $ | — |
| | $ | 728.3 |
|
Investments available-for-sale: | | | | | | | |
Fixed maturity securities: | | | | | | | |
United States Government securities | 343.2 |
| | — |
| | — |
| | 343.2 |
|
Government sponsored securities | — |
| | 156.2 |
| | — |
| | 156.2 |
|
States, municipalities and political subdivisions, tax-exempt | — |
| | 5,882.2 |
| | — |
| | 5,882.2 |
|
Corporate securities | — |
| | 7,882.9 |
| | 121.1 |
| | 8,004.0 |
|
Options embedded in convertible securities | — |
| | 67.2 |
| | — |
| | 67.2 |
|
Residential mortgage-backed securities | — |
| | 2,300.5 |
| | 4.3 |
| | 2,304.8 |
|
Commercial mortgage-backed securities | — |
| | 345.7 |
| | — |
| | 345.7 |
|
Other debt securities | 33.8 |
| | 203.4 |
| | 3.9 |
| | 241.1 |
|
Total fixed maturity securities | 377.0 |
| | 16,838.1 |
| | 129.3 |
| | 17,344.4 |
|
Equity securities | 1,103.1 |
| | 113.2 |
| | 26.2 |
| | 1,242.5 |
|
Other invested assets, current | 14.8 |
| | — |
| | — |
| | 14.8 |
|
Securities lending collateral | 231.7 |
| | 332.9 |
| | — |
| | 564.6 |
|
Derivatives excluding embedded options (reported with other assets) | — |
| | 58.6 |
| | — |
| | 58.6 |
|
Total assets | $ | 2,454.9 |
| | $ | 17,342.8 |
| | $ | 155.5 |
| | $ | 19,953.2 |
|
Liabilities: | | | | | | | |
Derivatives excluding embedded options (reported with other liabilities) | $ | — |
| | $ | (0.1 | ) | | $ | — |
| | $ | (0.1 | ) |
Total liabilities | $ | — |
| | $ | (0.1 | ) | | $ | — |
| | $ | (0.1 | ) |
A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level III inputs for the years ended December 31, 2013, 2012 and 2011 is as follows: |
| | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Securities | | Residential Mortgage- backed Securities | | Commercial Mortgage- backed Securities | | Other Debt Securities | | Equity Securities | | Total |
Year Ended December 31, 2013: | | | | | | | | | | | |
Beginning balance at January 1, 2013 | $ | 121.1 |
| | $ | 4.3 |
| | $ | — |
| | $ | 3.9 |
| | $ | 26.2 |
| | $ | 155.5 |
|
Total gains (losses): | | | | | | | | | | | |
Recognized in net income | (30.3 | ) | | — |
| | — |
| | (0.1 | ) | | (4.8 | ) | | (35.2 | ) |
Recognized in accumulated other comprehensive income | (3.5 | ) | | — |
| | — |
| | 0.6 |
| | 9.5 |
| | 6.6 |
|
Purchases | 51.9 |
| | — |
| | — |
| | 1.6 |
| | 17.6 |
| | 71.1 |
|
Sales | (4.8 | ) | | — |
| | — |
| | — |
| | (7.1 | ) | | (11.9 | ) |
Settlements | (15.5 | ) | | (1.9 | ) | | (6.1 | ) | | (0.7 | ) | | — |
| | (24.2 | ) |
Transfers into Level III | 3.0 |
| | 13.1 |
| | 12.6 |
| | 9.8 |
| | — |
| | 38.5 |
|
Transfers out of Level III | (6.7 | ) | | (15.5 | ) | | — |
| | (0.3 | ) | | — |
| | (22.5 | ) |
Ending balance at December 31, 2013 | $ | 115.2 |
| | $ | — |
| | $ | 6.5 |
| | $ | 14.8 |
| | $ | 41.4 |
| | $ | 177.9 |
|
Change in unrealized losses included in net income related to assets still held for the year ended December 31, 2013 | $ | (30.8 | ) | | $ | — |
| | $ | — |
| | $ | (0.1 | ) | | $ | (6.5 | ) | | $ | (37.4 | ) |
| | | | | | | | | | | |
Year Ended December 31, 2012: | | | | | | | | | | | |
Beginning balance at January 1, 2012 | $ | 195.1 |
| | $ | — |
| | $ | 6.3 |
| | $ | 59.0 |
| | $ | 24.4 |
| | $ | 284.8 |
|
Total gains (losses): | | | | | | | | | | | |
Recognized in net income | 15.2 |
| | — |
| | — |
| | 0.1 |
| | (0.9 | ) | | 14.4 |
|
Recognized in accumulated other comprehensive income | (19.7 | ) | | — |
| | 0.1 |
| | 0.7 |
| | (14.2 | ) | | (33.1 | ) |
Purchases | 77.8 |
| | 3.0 |
| | 3.4 |
| | — |
| | 4.9 |
| | 89.1 |
|
Business combinations | 2.6 |
| | — |
| | — |
| | — |
| | — |
| | 2.6 |
|
Sales | (29.8 | ) | | — |
| | — |
| | (16.6 | ) | | (0.5 | ) | | (46.9 | ) |
Settlements | (67.8 | ) | | (0.1 | ) | | (0.1 | ) | | (1.3 | ) | | — |
| | (69.3 | ) |
Transfers into Level III | 2.9 |
| | 1.4 |
| | 1.9 |
| | 12.0 |
| | 12.5 |
| | 30.7 |
|
Transfers out of Level III | (55.2 | ) | | — |
| | (11.6 | ) | | (50.0 | ) | | — |
| | (116.8 | ) |
Ending balance at December 31, 2012 | $ | 121.1 |
| | $ | 4.3 |
| | $ | — |
| | $ | 3.9 |
| | $ | 26.2 |
| | $ | 155.5 |
|
Change in unrealized losses included in net income related to assets still held for the year ended December 31, 2012 | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | (0.7 | ) | | $ | (0.7 | ) |
| | | | | | | | | | | |
Year Ended December 31, 2011: | | | | | | | | | | | |
Beginning balance at January 1, 2011 | $ | 278.4 |
| | $ | 3.8 |
| | $ | 7.8 |
| | $ | 81.4 |
| | $ | 17.3 |
| | $ | 388.7 |
|
Total gains (losses): | | | | | | | | | | | |
Recognized in net income | 5.2 |
| | — |
| | — |
| | (1.7 | ) | | (7.0 | ) | | (3.5 | ) |
Recognized in accumulated other comprehensive income | (3.0 | ) | | 0.1 |
| | 0.1 |
| | — |
| | 4.1 |
| | 1.3 |
|
Purchases | 31.2 |
| | 2.8 |
| | 2.6 |
| | 12.2 |
| | 10.2 |
| | 59.0 |
|
Sales | (27.6 | ) | | (9.1 | ) | | (8.2 | ) | | (22.9 | ) | | (0.4 | ) | | (68.2 | ) |
Settlements | (130.5 | ) | | (0.8 | ) | | (1.4 | ) | | (17.7 | ) | | — |
| | (150.4 | ) |
Transfers into Level III | 41.4 |
| | 9.7 |
| | 5.4 |
| | 7.8 |
| | 0.2 |
| | 64.5 |
|
Transfers out of Level III | — |
| | (6.5 | ) | | — |
| | (0.1 | ) | | — |
| | (6.6 | ) |
Ending balance at December 31, 2011 | $ | 195.1 |
| | $ | — |
| | $ | 6.3 |
| | $ | 59.0 |
| | $ | 24.4 |
| | $ | 284.8 |
|
Change in unrealized losses included in net income related to assets still held for the year ended December 31, 2011 | $ | (0.6 | ) | | $ | — |
| | $ | — |
| | $ | (1.2 | ) | | $ | (7.0 | ) | | $ | (8.8 | ) |
Transfers between levels, if any, are recorded as of the beginning of the reporting period. There were no material transfers into or out of Level III during the years ended December 31, 2013 or 2011 and no material transfers into Level III during the year ended December 31, 2012. During the year ended December 31, 2012, the transfers out of Level III of corporate securities were for certain sub-prime securities transferred from Level III to Level II as a result of inputs that were previously unobservable becoming observable due to increased volume and level of trading in active markets. In addition, the transfers out of Level III of other debt securities were for certain inverse floating rate securities transferred from Level III to Level II as a result of those securities’ impending maturity and settlement and recent trading activity of similar securities in observable markets.
During the years ended December 31, 2013, 2012 or 2011, there were no material transfers from Level I to Level II or from Level II to Level I.
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. As disclosed in Note 3, “Business Acquisitions and Divestitures”, we completed our acquisition of Amerigroup on December 24, 2012. The values of net assets acquired in our acquisition of Amerigroup and resulting goodwill and other intangible assets were recorded at fair value primarily using Level III inputs. The majority of Amerigroup's assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in our acquisitions of Amerigroup were internally estimated based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets can be expected to generate in the future. We developed internal estimates for the expected cash flows and discount rate in the present value calculation. Refer to Note 13, “Debt,” for additional disclosure regarding the Amerigroup senior unsecured notes recorded at their acquisition date fair value during 2012 (nonrecurring fair value measurement). Other than the assets acquired and liabilities assumed in our acquisition of Amerigroup described above, there were no material assets or liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2013 and 2012.
Our valuation policy is determined by members of our treasury and accounting departments. Whenever possible, our policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes or other valuation techniques. These techniques are significantly affected by our assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. Our valuation policy is generally to obtain only one quoted price for each security from third party pricing services, which are derived through recently reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information. When broker quotes are used, we generally obtain only one broker quote per security. As we are responsible for the determination of fair value, we perform monthly analysis on the prices received from third parties to determine whether the prices are reasonable estimates of fair value. This analysis is performed by our internal treasury personnel who are familiar with our investment portfolios, the third party pricing services engaged and the valuation techniques and inputs used. Our analysis includes a review of month-to-month price fluctuations. If unusual fluctuations are noted in this review, we may obtain additional information from other pricing services to validate the quoted price. There were no adjustments to quoted market prices obtained from third party pricing services during the years ended December 31, 2013, 2012 or 2011.
In addition to the preceding disclosures on assets recorded at fair value in the consolidated balance sheets, FASB guidance also requires the disclosure of fair values for certain other financial instruments for which it is practicable to estimate fair value, whether or not such values are recognized in the consolidated balance sheets.
Non-financial instruments such as real estate, property and equipment, other current assets, deferred income taxes, intangible assets and certain financial instruments, such as policy liabilities, are excluded from the fair value disclosures. Therefore, the fair value amounts cannot be aggregated to determine our underlying economic value.
The carrying amounts reported in the consolidated balance sheets for cash, accrued investment income, premium and self-funded receivables, other receivables, income taxes receivable, unearned income, accounts payable and accrued expenses, security trades pending payable, securities lending payable and certain other current liabilities approximate fair value because of the short term nature of these items. These assets and liabilities are not listed in the table below.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Other invested assets, long-term: Other invested assets, long-term include primarily our investments in limited partnerships, joint ventures and other non-controlled corporations, as well as the cash surrender value of corporate-owned life insurance policies. Investments in limited partnerships, joint ventures and other non-controlled corporations are carried at our share in the entities’ undistributed earnings, which approximates fair value. The carrying value of corporate-owned life insurance policies represents the cash surrender value as reported by the respective insurer, which approximates fair value.
Short-term borrowings: The fair value of our short-term borrowings is based on quoted market prices for the same or similar debt, or, if no quoted market prices were available, on the current market interest rates estimated to be available to us for debt of similar terms and remaining maturities.
Long-term debt - commercial paper: The carrying amount for commercial paper approximates fair value as the underlying instruments have variable interest rates at market value.
Long-term debt - notes: The fair values of our notes are based on quoted market prices in active markets for the same or similar debt, or, if no quoted market prices are available, on the current market observable rates estimated to be available to us for debt of similar terms and remaining maturities.
Long-term debt—convertible debentures: The fair value of our convertible debentures is based on the quoted market price in the active private market in which the convertible debentures trade.
A summary of the carrying value and fair value by level of financial instruments not recorded at fair value on our consolidated balance sheets at December 31, 2013 and 2012 are as follows:
|
| | | | | | | | | | | | | | | | | | | |
| Carrying Value | | Fair Value |
| Level I | | Level II | | Level III | | Total |
December 31, 2013 | | | | | | | | | |
Assets: | | | | | | | | | |
Other invested assets, long-term | $ | 1,542.6 |
| | $ | — |
| | $ | — |
| | $ | 1,542.6 |
| | $ | 1,542.6 |
|
Liabilities: | | | | | | | | | |
Debt: | | | | | | | | | |
Short-term borrowings | 400.0 |
| | — |
| | 400.0 |
| | — |
| | 400.0 |
|
Commercial paper | 379.2 |
| | — |
| | 379.2 |
| | — |
| | 379.2 |
|
Notes | 12,746.4 |
| | — |
| | 13,014.3 |
| | — |
| | 13,014.3 |
|
Convertible debentures | 966.0 |
| | — |
| | 2,030.6 |
| | — |
| | 2,030.6 |
|
| | | | | | | | | |
December 31, 2012 | | | | | | | | | |
Assets: | | | | | | | | | |
Other invested assets, long-term | $ | 1,387.7 |
| | $ | — |
| | $ | — |
| | $ | 1,387.7 |
| | $ | 1,387.7 |
|
Liabilities: | | | | | | | | | |
Debt: | | | | | | | | | |
Short-term borrowings | 250.0 |
| | — |
| | 250.0 |
| | — |
| | 250.0 |
|
Commercial paper | 570.9 |
| | — |
| | 570.9 |
| | — |
| | 570.9 |
|
Notes | 13,198.9 |
| | — |
| | 14,407.1 |
| | — |
| | 14,407.1 |
|
Convertible debentures | 958.1 |
| | — |
| | 1,613.4 |
| | — |
| | 1,613.4 |
|
