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2. Fair Value Measurements

6 Months Ended

Jun. 30, 2018

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 June 30, 2018 are classified in the hierarchy as follows (in millions):



	Level 1		Level 2		Level 3		Total
Financial Assets Carried at Fair Value:
Cash equivalents:
Commercial paper	$	—	$	68.4	$	—	$	68.4
Time deposits	25.7		10.0		—		35.7
Money market funds	30.2		—		—		30.2
Foreign government obligations	—		1.8		—		1.8
U.S. government sponsored agencies	—		6.0		—		6.0
Total cash equivalents (a)	55.9		86.2		—		142.1
Restricted investment	5.6		—		—		5.6
Equity securities (b)	3,196.6		—		—		3,196.6
Available-for-sale investments:
Corporate debt securities	—		223.6		—		223.6
U.S. government sponsored agencies	—		66.0		—		66.0
Foreign government obligations	—		2.6		—		2.6
Municipal obligations	—		15.6		—		15.6
Asset-backed securities	—		62.9		—		62.9
Total available-for-sale investments (c)	—		370.7		—		370.7
Forward foreign exchange contracts (d)	—		0.6		—		0.6
Total financial assets carried at fair value	$	3,258.1	$	457.5	$	—	$	3,715.6

Financial Liabilities Carried at Fair Value:
Forward foreign exchange contracts (e)	$	—	$	1.0	$	—	$	1.0
Contingent consideration (f)	—		—		13.0		13.0
Total financial liabilities carried at fair value	$	—	$	1.0	$	13.0	$	14.0

As of first quarter 2018, our equity securities are no longer reported as Available-for-sale investments due to the implementation of ASU 2016-01. Changes in fair value of equity securities are now reported on the Condensed Consolidated Statements of Income rather than Other Comprehensive Income (see Note 1).

Financial assets and liabilities carried at fair value and measured on a recurring basis as of December 31, 2017 are classified in the hierarchy as follows (in millions):



	Level 1		Level 2		Level 3		Total
Financial Assets Carried at Fair Value:
Cash equivalents:
Commercial paper	$	—	$	36.0	$	—	$	36.0
Time deposits	43.7		10.0		—		53.7
U.S. government sponsored agencies	—		11.2		—		11.2
Money market funds	3.4		—		—		3.4
Total cash equivalents (a)	47.1		57.2		—		104.3
Restricted investment	5.6		—		—		5.6
Available-for-sale investments:
Corporate debt securities	—		185.7		—		185.7
U.S. government sponsored agencies	—		67.6		—		67.6
Foreign government obligations	—		3.4		—		3.4
Brokered certificates of deposit	—		0.7		—		0.7
Municipal obligations	—		15.0		—		15.0
Marketable equity securities	973.4		—		—		973.4
Asset-backed securities	—		55.6		—		55.6
Total available-for-sale investments (c)	973.4		328.0		—		1,301.4
Forward foreign exchange contracts (d)	—		0.5		—		0.5
Total financial assets carried at fair value	$	1,026.1	$	385.7	$	—	$	1,411.8

Financial Liabilities Carried at Fair Value:
Forward foreign exchange contracts (e)	$	—	$	1.6	$	—	$	1.6
Contingent consideration (f)	—		—		16.7		16.7
Total financial liabilities carried at fair value	$	—	$	1.6	$	16.7	$	18.3


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


(b)	Equity securities are included in the following accounts in the Condensed Consolidated Balance Sheets (in millions):



	June 30, 2018
Short-term investments	$	44.7
Other investments	3,151.9
Total	$	3,196.6

The unrealized gains on our equity securities still held as of June 30, 2018 are $1,102.3 million and are primarily due to our investment in Sartorius AG and is recorded in our Condensed Consolidated Statements of Income due to the adoption of ASU 2016-01 (see Note 1).

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



	June 30, 2018		December 31, 2017
Short-term investments	$	370.5	$	371.2
Other investments	0.2		930.2
Total	$	370.7	$	1,301.4

In accordance with our adoption of ASU 2016-01 January 1, 2018, our investment in Sartorius AG preferred shares, which was reported within marketable equity securities as Available-for-sale as of December 31, 2017, is now reported as an Equity security as of June 30, 2018 (see Note 1 and footnote (b) above).

(d) Forward foreign exchange contracts in an asset position are included in Other current assets in the Condensed Consolidated Balance Sheets.

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

(f) Contingent consideration liability is included in the following accounts in the Condensed Consolidated Balance Sheets (in millions):



	June 30, 2018		December 31, 2017
Other current liabilities	$	2.6	$	2.7
Other long-term liabilities	10.4		14.0
Total	$	13.0	$	16.7

During the first quarter of 2016, we recognized a contingent consideration liability upon our acquisition of a high performance analytical flow cytometer platform from Propel. At the acquisition date, the amount of contingent consideration was determined based on a probability-weighted income approach related to the achievement of sales milestones, ranging from 39% to 20% for the calendar years 2018 through 2020. The sales milestones could potentially range from $0 to an unlimited amount. In the first quarter of 2018, we paid $1.3 million per the purchase agreement. Since 2016 we have decreased the cumulative valuation of the sales milestones by $8.5 million. The contingent consideration was accrued at its estimated fair value of $13.0 million as of June 30, 2018.

The following table provides a reconciliation of the Level 3 analytical flow cytometer platform contingent consideration liabilities measured at estimated fair value (in millions):



January 1, 2018	$	16.7
Analytical flow cytometer platform:
Payment of sales milestone	(1.3		)
Decrease in estimated fair value of contingent consideration included in Selling, general and administrative expense	(2.4		)
June 30, 2018	$	13.0

The following table provides quantitative information about Level 3 inputs for fair value measurement of our analytical flow cytometer platform contingent consideration liability as of June 30, 2018. Significant increases or decreases in these inputs in isolation could result in a significantly lower or higher fair value measurement.




	Valuation Technique	Unobservable Input
Analytical flow cytometer platform	Probability-weighted income approach	Sales milestones:
		Discount rate	11.1	%
		Cost of debt	4.8	%

To estimate the fair value of Level 2 debt securities as of June 30, 2018 and December 31, 2017, our primary pricing provider uses Securities Evaluations as the primary pricing source. Our pricing process allows us to select a hierarchy of pricing sources for securities held. If Securities Evaluations does not price a Level 2 security that we hold, then the pricing provider will utilize our custodian supplied pricing as the secondary pricing source.

For commercial paper as of June 30, 2018 and December 31, 2017, 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 the event that an additional lot of the same commercial paper issue has been purchased within the same account, then the price of all holdings of that issue in that account will be the price of the most recent lot purchased.

Our pricing provider performs daily reasonableness testing of the Securities Evaluations prices. Price changes of 5% or greater are investigated and resolved. In addition, we perform a quarterly comparison of the Securities Evaluations prices to custodian reported prices. Price differences outside a tolerable variance of approximately 1% are investigated and resolved.

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



	June 30, 2018
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term investments:
Corporate debt securities	$	224.9	$	0.1	$	(1.4	)	$	223.6
Municipal obligations	15.7		—		(0.1		)	15.6
Asset-backed securities	63.1		—		(0.4		)	62.7
U.S. government sponsored agencies	67.2		—		(1.2		)	66.0
Foreign government obligations	2.6		—		—			2.6
	373.5		0.1		(3.1		)	370.5
Long-term investments:
Asset-backed securities	0.2		—		—			0.2
	0.2		—		—			0.2
Total	$	373.7	$	0.1	$	(3.1	)	$	370.7

The following is a summary of the amortized cost and estimated fair value of our debt securities at June 30, 2018 by contractual maturity date (in millions):



	Amortized Cost		Estimated Fair Value
Mature in less than one year	$	156.7	$	156.4
Mature in one to five years	170.9		169.3
Mature in more than five years	46.1		45.0
Total	$	373.7	$	370.7

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



	December 31, 2017
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term investments:
Corporate debt securities	$	185.9	$	0.3	$	(0.5	)	$	185.7
Brokered certificates of deposit	0.7		—		—			0.7
Municipal obligations	15.1		—		(0.1		)	15.0
Asset-backed securities	55.6		—		(0.2		)	55.4
U.S. government sponsored agencies	68.3		—		(0.7		)	67.6
Foreign government obligations	3.4		—		—			3.4
Marketable equity securities	34.4		9.0		—			43.4
	363.4		9.3		(1.5		)	371.2
Long-term investments:
Marketable equity securities	54.5		875.5		—			930.0
Asset-backed securities	0.2		—		—			0.2
	54.7		875.5		—			930.2
Total	$	418.1	$	884.8	$	(1.5	)	$	1,301.4

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



	June 30, 2018		December 31, 2017
Fair value of investments in a loss position 12 months or more	$	36.9	$	43.9
Fair value of investments in a loss position less than 12 months	$	199.4	$	168.7
Gross unrealized losses for investments in a loss position 12 months or more	$	0.9	$	0.7
Gross unrealized losses for investments in a loss position less than 12 months	$	2.2	$	0.8

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 June 30, 2018 or at December 31, 2017.

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 June 30, 2018 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 currency exchange losses, net in the Condensed Consolidated Statements of Income.

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



	June 30,
	2018
Contracts maturing in July through September 2018 to sell foreign currency:
Notional value	$	37.8
Unrealized loss	$	0.1
Contracts maturing in July through September 2018 to purchase foreign currency:
Notional value	$	327.6
Unrealized loss	$	0.5

The estimated fair value of financial instruments that are not recognized at fair value in the Condensed 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 have 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):



	June 30, 2018					December 31, 2017
	Carrying Amount		Estimated Fair Value		Fair Value Hierarchy Level	Carrying Amount		Estimated Fair Value		Fair Value Hierarchy Level
Other investments	—		—			$	91.8	$	1,249.4	2
Total long-term debt, excluding leases and current maturities	$	423.4	$	439.4	2	$	423.1	$	449.8	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 37% of the outstanding voting shares (excluding treasury shares) of Sartorius as of June 30, 2018. 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. As of June 30, 2018, due to the adoption of

ASU 2016-01 and ASU 2018-03, we account for this investment at fair market value as determined at period end by a quoted price on an organized exchange (see Note 1).

- 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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