3. FAIR VALUE MEASUREMENTS

We determine the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritizes the inputs into three broad levels as follows:


•	Level 1: Quoted prices in active markets for identical instruments


•	Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments)


•	Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments)

Financial assets and liabilities carried at fair value and measured on a recurring basis as of December 31, 2013 are classified in the hierarchy as follows (in millions):



	Level 1		Level 2		Level 3		Total
Financial Assets Carried at Fair Value:
Cash equivalents (a):
Commercial paper	$	—	$	7.0	$	—	$	7.0
Foreign time deposits	11.1		—		—		11.1
U.S. government sponsored agencies	—		1.2		—		1.2
Money market funds	1.2		—		—		1.2
Total cash equivalents	12.3		8.2		—		20.5
Available-for-sale investments (b):
Corporate debt securities	—		132.5		—		132.5
Foreign brokered certificates of deposit	—		8.9		—		8.9
U.S. government sponsored agencies	—		39.1		—		39.1
Foreign government obligations	—		5.6		—		5.6
Municipal obligations	—		11.0		—		11.0
Marketable equity securities	325.2		—		—		325.2
Asset-backed securities	—		48.6		—		48.6
Total available-for-sale investments	325.2		245.7		—		570.9
Forward foreign exchange contracts (c)	—		0.6		—		0.6
Total financial assets carried at fair value	$	337.5	$	254.5	$	—	$	592.0

Financial Liabilities Carried at Fair Value:
Forward foreign exchange contracts (d)	$	—	$	1.1	$	—	$	1.1
Contingent consideration (e)	—		—		20.8		20.8
Total financial liabilities carried at fair value	$	—	$	1.1	$	20.8	$	21.9

Financial assets and liabilities carried at fair value and measured on a recurring basis as of December 31, 2012 are classified in the hierarchy as follows (in millions):



	Level 1		Level 2		Level 3		Total
Financial Assets Carried at Fair Value:
Cash equivalents (a):
Commercial paper	$	—	$	52.8	—		$	52.8
Foreign time deposits	10.1		—		—		10.1
U.S. government sponsored agencies	—		1.3		—		1.3
Money market funds	5.5		—		—		5.5
Total cash equivalents	15.6		54.1		—		69.7
Available-for-sale investments (b):
Corporate debt securities	—		240.6		—		240.6
Foreign brokered certificates of deposit	—		0.4		—		0.4
U.S. government sponsored agencies	—		92.7		—		92.7
Foreign government obligations	—		5.6		—		5.6
Municipal obligations	—		12.1		—		12.1
Marketable equity securities	242.1		—		—		242.1
Asset-backed securities	—		82.2		—		82.2
Total available-for-sale investments	242.1		433.6		—		675.7
Forward foreign exchange contracts (c)	—		1.1		—		1.1
Total financial assets carried at fair value	$	257.7	$	488.8	—		$	746.5

Financial Liabilities Carried at Fair Value:
Forward foreign exchange contracts (d)	$	—	$	0.8	—		$	0.8
Contingent consideration (e)	—		—		52.6		52.6
Total financial liabilities carried at fair value	$	—	$	0.8	$	52.6	$	53.4


(a)	Cash equivalents are included in Cash and cash equivalents in the Consolidated Balance Sheets.


(b)	Available-for-sale investments are included in the following accounts in the Consolidated Balance Sheets (in millions):



	December 31, 2013		December 31, 2012

Short-term investments	$	277.4	$	457.7
Other investments	293.5		218.0
Total	$	570.9	$	675.7


(c)	Forward foreign exchange contracts in an asset position are included in Prepaid expenses, taxes and other current assets in the Consolidated Balance Sheets.


(d)	Forward foreign exchange contracts in a liability position are included in Other current liabilities in the Consolidated Balance Sheets.


(e)	The contingent consideration liability is included in the following accounts in the Consolidated Balance Sheet (in millions):



	December 31, 2013		December 31, 2012

Other current liabilities	$	6.1	$	27.3
Other long-term liabilities	14.7		25.3
Total	$	20.8	$	52.6

During the fourth quarter of 2011, we recognized a contingent consideration liability upon our acquisition of QuantaLife related to potential future payments due upon the achievement of certain sales and development milestones. The contingent consideration was initially recognized at its estimated fair value of $24.1 million, based on a probability-weighted income approach. As of the acquisition date of October 4, 2011, total contingent consideration could have originally reached a maximum of $48 million upon the achievement of all sales milestones and a development milestone. The development milestone was met as of December 31, 2012, resulting in a payment of $6.0 million in January 2013. During 2012, the first three short-term sales milestones were not met and therefore the fair value of the contingent consideration was lowered by $16.1 million and credited to Selling, general and administrative expense. During 2013, we did not expect that any of the remaining sales milestones would be met and therefore $2.0 million of the remaining contingent consideration liability was credited to Selling, general and administrative expense.

During the third quarter of 2012, we recognized a contingent consideration liability upon our acquisition of a new cell sorting system from Propel Labs, Inc. The fair value of the contingent consideration was based on a probability-weighted income approach related to the achievement of certain development and sales milestones and was recorded at $44.6 million in 2012. The development milestones have been achieved and payments totaling $20.0 million were made in 2013. Based on the most recent valuation, the sales milestones could potentially range from $0 to a maximum of 60.0%, 51.32% and 50.38% of annual cell sorting system purchase orders, with payment to occur upon the anniversary of the completion of a certain number of cell sorting systems for three consecutive years, respectively. These maximum payout ratios begin at annual cell sorting system purchase orders in excess of $20 million, $30 million and $45 million for the three consecutive years, respectively. The contingent consideration was revalued by a net reduction of $3.8 million in 2013 to Selling, general and administrative expense to its estimated fair value of $20.8 million as of December 31, 2013.

The following table provides a reconciliation of the Level 3 contingent consideration liabilities measured at estimated fair value based on original valuations and updated quarterly for the year ended December 31, 2013 (in millions):



	2013
January 1	$	52.6
Payment of development milestone - QuantaLife	(6.0		)
Payment of development milestone - Cell sorting system	(20.0		)
Decrease in fair value of contingent consideration included in Selling, general and administrative expense - QuantaLife	(2.0		)
Net decrease in estimated fair value of contingent consideration included in Selling, general and administrative expense - Cell sorting system	(3.8		)
December 31	$	20.8

The following table provides quantitative information about Level 3 inputs for fair value measurement of our contingent consideration liabilities as of December 31, 2013. Significant increases or decreases in these inputs in isolation could result in a significantly lower or higher fair value measurement.



			Range
	Valuation Technique	Unobservable Input	From	To
Cell sorting system	Probability-weighted income approach	Sales milestone:
		Credit adjusted discount rates	0.97%	1.93%
		Projected volatility of growth rates	13.0%	15.0%
		Market price of risk	1.0%	N/A

To estimate the fair value of Level 2 debt securities as of December 31, 2013, our primary pricing provider simplified its process during the first quarter of 2013 by eliminating certain pricing sources and established S&P Capital IQ as the primary pricing source. The new pricing process allows us to select a hierarchy of pricing sources for securities held. The chosen pricing hierarchy for our Level 2 securities, other than certificates of deposit and commercial paper, is S&P Capital IQ as the primary pricing source and then our custodian as the secondary pricing source. If S&P Capital IQ does not price a Level 2 security that we hold, then the pricing provider will utilize our custodian supplied pricing.

For commercial paper as of December 31, 2013, pricing is determined by a straight-line calculation, starting with the purchase price on the date of purchase and increasing to par at maturity. Interest bearing certificates of deposit and commercial paper are priced at par.

In addition to the above, our primary pricing provider performed daily reasonableness testing of S&P Capital IQ prices to custodian reported prices. Prices outside a tolerable variance of approximately 1% are investigated and resolved.

To estimate the fair value of Level 2 debt securities as of December 31, 2012, our primary pricing service relied on inputs from multiple industry-recognized pricing sources to determine the price for each investment. In addition, our pricing service performed reasonableness testing of their prices on a daily basis by comparing them to the prices reported by our custodians as well as prior day prices. If the price difference fell outside of predetermined tolerable levels, they investigated the cause and resolved the pricing issue. Based on a review of the results of this analysis, we utilized our primary pricing service for all Level 2 debt securities as none of these securities tested outside of the tolerable levels.

As of December 31, 2012, our primary pricing service inputs for Level 2 U.S. government sponsored agencies, municipal obligations, corporate and foreign government bonds, asset-backed securities and related cash equivalents consisted of market prices from a variety of industry standard data providers, security master files from large financial institutions and other third-party sources. These multiple market prices were used by our primary pricing service as inputs into a distribution-curve based algorithm to determine the daily market value.

As of December 31, 2012, our primary pricing service inputs for Level 2 corporate debt securities (commercial paper), bank deposits and related cash equivalents consisted of dynamic and static security characteristics information obtained from several independent sources of security data. The dynamic inputs such as credit rating, factor and variable-rate, were updated daily. The static characteristics included inputs such as day count and first coupon upon initial security creation. These securities were typically priced utilizing mathematical calculations reliant on these observable inputs. Other available-for-sale foreign government obligations were based on indicative bids from market participants.

Available-for-sale investments consist of the following (in millions):



	December 31, 2013
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term investments:
Corporate debt securities	$	132.6	$	0.3	$	(0.4	)	$	132.5
Foreign brokered certificates of deposit	8.9		—		—			8.9
Municipal obligations	11.1		—		(0.1		)	11.0
Asset-backed securities	48.4		0.1		(0.2		)	48.3
U.S. government sponsored agencies	39.1		0.1		(0.1		)	39.1
Foreign government obligations	5.6		—		—			5.6
Marketable equity securities	26.6		5.4		—			32.0
	272.3		5.9		(0.8		)	277.4
Long-term investments:
Marketable equity securities	54.5		238.7		—			293.2
Asset-backed securities	0.4		—		(0.1		)	0.3
	54.9		238.7		(0.1		)	293.5
Total	$	327.2	$	244.6	$	(0.9	)	$	570.9



	December 31, 2012
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term investments:
Corporate debt securities	$	239.3	$	1.4	$	(0.1	)	$	240.6
Foreign brokered certificates of deposit	0.4		—		—			0.4
Municipal obligations	12.0		0.1		—			12.1
Asset-backed securities	81.6		0.4		(0.1		)	81.9
U.S. government sponsored agencies	92.5		0.3		(0.1		)	92.7
Foreign government obligations	5.4		—		—			5.4
Marketable equity securities	24.1		0.7		(0.2		)	24.6
	455.3		2.9		(0.5		)	457.7
Long-term investments:
Marketable equity securities	54.5		163.0		—			217.5
Asset-backed securities	0.4		—		(0.1		)	0.3
Foreign government obligations	0.2		—		—			0.2
	55.1		163.0		(0.1		)	218.0
Total	$	510.4	$	165.9	$	(0.6	)	$	675.7

The following is a summary of investments with gross unrealized losses and the associated fair value (in millions):



	December 31, 2013		December 31, 2012

Fair value of investments in a loss position 12 months or more	$	2.3	$	0.3
Fair value of investments in a loss position less than 12 months	$	73.9	$	99.0
Gross unrealized losses for investments in a loss position 12 months or more	$	0.1	$	0.1
Gross unrealized losses for investments in a loss position less than 12 months	$	0.8	$	0.5

The unrealized losses on these securities are due to a number of factors, including changes in interest rates, changes in economic conditions and changes in market outlook for various industries, among others. Because Bio-Rad has the ability and intent to hold these investments with unrealized losses until a recovery of fair value, or for a reasonable period of time sufficient for a forecasted recovery of fair value, which may be maturity, we do not consider these investments to be other-than-temporarily impaired at December 31, 2013 or at December 31, 2012.

Forward foreign exchange contracts: As part of distributing our products, we regularly enter into intercompany transactions. We enter into forward foreign exchange contracts to manage foreign exchange risk of future movements in foreign exchange rates that affect foreign currency denominated intercompany receivables and payables. We do not use derivative financial instruments for speculative or trading purposes. We do not seek hedge accounting treatment for these contracts. As a result, these contracts, generally with maturity dates of 90 days or less and denominated primarily in currencies of industrial countries, are recorded at their fair value at each balance sheet date. The notional principal amounts provide one measure of the transaction volume outstanding as of December 31, 2013 and do not represent the amount of Bio-Rad's exposure to loss. The estimated fair value of these contracts was derived using the spot rates from Reuters on the last business day of the quarter and the points provided by counterparties. The resulting gains or losses offset exchange gains or losses on the related receivables and payables, both of which are included in Foreign exchange losses, net in the Consolidated Statements of Income.

The following is a summary of our forward foreign currency exchange contracts (in millions):



	December 31,
	2013
Contracts maturing in January through March 2014 to sell foreign currency:
Notional value	$	83.8
Unrealized loss	$	—
Contracts maturing in January through March 2014 to purchase foreign currency:
Notional value	$	409.4
Unrealized loss	$	0.5

The following is a summary of the amortized cost and estimated fair value of our debt securities at December 31, 2013 by contractual maturity date (in millions):



	Amortized Cost		Estimated Fair Value

Mature in less than one year	$	97.5	$	97.6
Mature in one to five years	109.1		109.2
Mature in more than five years	39.5		38.9
Total	$	246.1	$	245.7

The estimated fair value of financial instruments that are not recognized at fair value in the Consolidated Balance Sheets and are included in Other investments, are presented in the table below. Fair value has been determined using significant observable inputs, including quoted prices in active markets for similar instruments. Estimates are not necessarily indicative of the amounts that could be realized in a current market exchange as considerable judgment is required in interpreting market data used to develop estimates of fair value. The use of different market assumptions or estimation techniques could have a material effect on the estimated fair value. Other investments include financial instruments, the majority of which has fair value based on similar, actively traded stock adjusted for various discounts, including a discount for marketability. Long-term debt, excluding leases and current maturities, has an estimated fair value based on quoted market prices for the same or similar issues.

The estimated fair value of the financial instruments discussed above and the level of the fair value hierarchy within which the fair value measurement is categorized are as follows (in millions):



	December 31, 2013					December 31, 2012
	Carrying Amount		Estimated Fair Value		Fair Value Hierarchy Level	Carrying Amount		Estimated Fair Value		Fair Value Hierarchy Level
Other investments	$	77.5	$	382.9	2	$	68.4	$	272.5	2
Total long-term debt, excluding leases and current maturities	$	423.2	$	433.0	2	$	720.0	$	778.4	2

We own shares of ordinary voting stock of Sartorius AG (Sartorius), of Goettingen, Germany, a process technology supplier to the biotechnology, pharmaceutical, chemical and food and beverage industries. We own over 35% of the outstanding voting shares (excluding treasury shares) of Sartorius as of December 31, 2013. The Sartorius family trust and Sartorius family members hold a controlling interest of the outstanding voting shares. We do not have any representative or designee on Sartorius’ board of directors, nor do we have the ability to exercise significant influence over the operating and financial policies of Sartorius. We account for this investment using the cost method. The carrying value of this investment is included in Other investments in our Consolidated Balance Sheets. Historically, we classified the estimated fair value of Sartorius ordinary voting stock as Level 1 under the fair value hierarchy. However, because the stock is thinly traded and in conjunction with the valuation method discussed above, we believe the classification as Level 1 was inappropriate and have classified the estimated fair value as Level 2 for all periods presented in conjunction with this filing. The Level 2 classification is appropriate given the valuation method employed, which incorporates an observable input of the fair value of the Sartorius’ actively traded preferred stock.