Fair Value Measurements

9 Months Ended

Sep. 30, 2014

The tables below present information about our assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques we utilized to determine such fair value:



(In millions)	As of September 30, 2014		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	663.3	$	—	$	663.3	$	—
Marketable debt securities:
Corporate debt securities	774.4		—		774.4		—
Government securities	1,085.0		—		1,085.0		—
Mortgage and other asset backed securities	187.0		—		187.0		—
Marketable equity securities	0.7		0.7		—		—
Venture capital investments	16.7		—		—		16.7
Derivative contracts	42.9		—		42.9		—
Plan assets for deferred compensation	35.2		—		35.2		—
Total	$	2,805.2	$	0.7	$	2,787.8	$	16.7
Liabilities:
Derivative contracts	$	6.8	$	—	$	6.8	$	—
Contingent consideration obligations	213.2		—		—		213.2
Total	$	220.0	$	—	$	6.8	$	213.2



(In millions)	As of December 31, 2013		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	424.7	$	—	$	424.7	$	—
Marketable debt securities:
Corporate debt securities	439.8		—		439.8		—
Government securities	674.7		—		674.7		—
Mortgage and other asset backed securities	131.4		—		131.4		—
Marketable equity securities	11.2		11.2		—		—
Venture capital investments	21.9		—		—		21.9
Derivative contracts	3.8		—		3.8		—
Plan assets for deferred compensation	22.7		—		22.7		—
Total	$	1,730.2	$	11.2	$	1,697.1	$	21.9
Liabilities:
Derivative contracts	$	23.5	$	—	$	23.5	$	—
Contingent consideration obligations	280.9		—		—		280.9
Total	$	304.4	$	—	$	23.5	$	280.9

There have been no impairments of our assets measured and carried at fair value during the three and nine months ended September 30, 2014. In addition, there were no changes in valuation techniques or transfers between fair value measurement levels during the three and nine months ended September 30, 2014. During the three months ended September 30, 2014, we updated the probabilities of success related to the early stage programs acquired through our recent acquisitions. We have adjusted the value of our contingent consideration liabilities to reflect these changes. For additional information, please read Note 5, Intangible Assets and Goodwill to these condensed consolidated financial statements. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities were determined through third party pricing services. For a description of our validation procedures related to prices provided by third party pricing services, refer to Note 1, Summary of Significant Accounting Policies: Fair Value Measurements, to our consolidated financial statements included within our 2013 Form 10-K.

Marketable Equity Securities and Venture Capital Investments

Our marketable equity securities represent investments in publicly traded equity securities. Our venture capital investments, which are all Level 3 measurements, include investments in certain venture capital funds, accounted for at fair value, that primarily invest in small privately-owned, venture-backed biotechnology companies. These venture capital investments represented approximately 0.1% and 0.2% of total assets as of September 30, 2014 and December 31, 2013, respectively.

The following table provides a roll forward of the fair value of our venture capital investments, which includes Level 3 measurements:



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(In millions)	2014			2013		2014			2013
Fair value, beginning of period	$	21.1		$	23.5	$	21.9		$	20.3
Unrealized gains included in earnings	0.3			3.8		5.3			10.5
Unrealized losses included in earnings	(3.8		)	—		(5.1		)	(2.0		)
Purchases	—			0.3		—			0.3
Settlements	(0.9		)	—		(5.4		)	(1.5		)
Fair value, end of period	$	16.7		$	27.6	$	16.7		$	27.6

Debt Instruments

The fair and carrying values of our debt instruments, which are Level 2 liabilities, are summarized as follows:



	As of September 30, 2014				As of December 31, 2013
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Notes payable to Fumedica	$	13.0	$	12.0	$	17.5	$	15.8
6.875% Senior Notes due March 1, 2018	637.9		575.2		647.9		580.1
Total	$	650.9	$	587.2	$	665.4	$	595.9

The fair value of our notes payable to Fumedica was estimated using market observable inputs, including current interest and foreign currency exchange rates. The fair value of our 6.875% Senior Notes was determined through market, observable, and corroborated sources. For additional information related to our debt instruments, please read Note 12, Indebtedness to our consolidated financial statements included within our 2013 Form 10-K.

Contingent Consideration Obligations

The following table provides a roll forward of the fair values of our contingent consideration obligations which includes Level 3 measurements:



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(In millions)	2014			2013			2014			2013
Fair value, beginning of period	$	279.1		$	281.0		$	280.9		$	293.9
Additions	—			—			—			—
Changes in fair value	(49.4		)	(0.1		)	(46.2		)	(3.0		)
Payments	(16.5		)	0.1			(21.5		)	(9.9		)
Fair value, end of period	$	213.2		$	281.0		$	213.2		$	281.0

As of September 30, 2014 and December 31, 2013, approximately $193.9 million and $251.9 million, respectively, of the fair value of our total contingent consideration obligations were reflected as components of other long-term liabilities within our condensed consolidated balance sheets with the remaining balances reflected as a component of accrued expenses and other. For additional information related to the changes in fair value, please read Note 5, Intangible Assets and Goodwill to these condensed consolidated financial statements.

- 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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