Fair Value

The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The tables below set forth by level the Company’s financial assets and liabilities, excluding accrued interest components, that are accounted for at fair value on a recurring basis as of August 2, 2014 and November 2, 2013. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of August 2, 2014 and November 2, 2013, the Company held $157.1 million and $45.6 million, respectively, of cash and held-to-maturity investments that were excluded from the tables below.



	August 2, 2014
	Fair Value measurement at Reporting Date using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets
Cash equivalents:
Available-for-sale:
Institutional money market funds	$	505,052	$	—	$	—	$	505,052
Corporate obligations (1)	—		1,923,333		—		1,923,333
Short - term investments:
Available-for-sale:
Securities with one year or less to maturity:
Corporate obligations (1)	—		2,049,403		—		2,049,403
Floating rate notes, issued at par	—		245,359		—		245,359
Securities with greater than one year to maturity:
Corporate obligations (1)	—		12,009		—		12,009
Floating rate notes, issued at par	—		40,047		—		40,047
Other assets:
Deferred compensation investments	20,645		—		—		20,645
Total assets measured at fair value	$	525,697	$	4,270,151	$	—	$	4,795,848
Liabilities
Forward foreign currency exchange contracts (2)	—		1,434		—		1,434
Contingent consideration	$	—	$	—	$	2,875	$	2,875
Total liabilities measured at fair value	$	—	$	1,434	$	2,875	$	4,309


(1)	The amortized cost of the Company’s investments classified as available-for-sale as of August 2, 2014 was $3.6 billion.


(2)	The Company has a master netting arrangement by counterparty with respect to derivative contracts. See Note 10, Derivatives, for more information related to the Company's master netting arrangements.



	November 2, 2013
	Fair Value measurement at Reporting Date using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets
Cash equivalents:
Available-for-sale:
Institutional money market funds	$	186,896	$	—	$	—	$	186,896
Corporate obligations (1)	—		159,556		—		159,556
Short - term investments:
Available-for-sale:
Securities with one year or less to maturity:
Corporate obligations (1)	—		3,764,213		—		3,764,213
Floating rate notes, issued at par	—		207,521		—		207,521
Floating rate notes (1)	—		113,886		—		113,886
Securities with greater than one year to maturity:
Floating rate notes, issued at par	—		205,203		—		205,203
Other assets:
Forward foreign currency exchange contracts (2)	—		2,267		—		2,267
Deferred compensation investments	17,431		—		—		17,431
Total assets measured at fair value	$	204,327	$	4,452,646	$	—	$	4,656,973
Liabilities
Contingent consideration	—		—		6,479		6,479
Total liabilities measured at fair value	$	—	$	—	$	6,479	$	6,479


(1)	The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2013 was $3.8 billion.


(2)	The Company has a master netting arrangement by counterparty with respect to derivative contracts. See Note 10, Derivatives, for more information related to the Company's master netting arrangements.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash equivalents and short-term investments — These investments are adjusted to fair value based on quoted market prices or are determined using a yield curve model based on current market rates.

Deferred compensation plan investments — The fair value of these mutual fund, money market fund and equity investments are based on quoted market prices.

Forward foreign currency exchange contracts — The estimated fair value of forward foreign currency exchange contracts, which includes derivatives that are accounted for as cash flow hedges and those that are not designated as cash flow hedges, is based on the estimated amount the Company would receive if it sold these agreements at the reporting date taking into consideration current interest rates as well as the creditworthiness of the counterparty for assets and the Company’s creditworthiness for liabilities.

Contingent consideration — The fair value of the contingent consideration was estimated utilizing the income approach and is based upon significant inputs not observable in the market. The income approach is based on two steps. The first step involves a projection of the cash flows that is based on the Company’s estimates of the timing and probability of achieving the defined milestones. The second step involves converting the cash flows into a present value equivalent through discounting. The discount rate reflects the Baa costs of debt plus the relevant risk associated with the asset and the time value of money.

The fair value measurement of the contingent consideration encompasses the following significant unobservable inputs:



Unobservable Inputs	Range
Estimated contingent consideration payments	$3,000
Discount rate	7% - 10%
Timing of cash flows	1 - 14 months
Probability of achievement	100%

Changes in the fair value of the contingent consideration subsequent to the acquisition date that are primarily driven by assumptions pertaining to the achievement of the defined milestones will be recognized in operating income in the period of the estimated fair value change. Significant increases or decreases in any of the inputs in isolation may result in a fluctuation in the fair value measurement.

The following table summarizes the change in the fair value of the contingent consideration measured using significant unobservable inputs (Level 3) for the nine months ended August 2, 2014:



	Contingent Consideration
Balance as of November 2, 2013	$	6,479
Payment made (1)	(4,000		)
Fair value adjustment (2)	396
Balance as of August 2, 2014	$	2,875


(1)	The payment is reflected in the Company's condensed consolidated statements of cash flows as cash used in financing activities related to the liability recognized at fair value as of the acquisition date and as cash provided by operating activities related to the fair value adjustments previously recognized in earnings.


(2)	Recorded in research and development expense in the Company's condensed consolidated statements of income.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

On April 4, 2011, the Company issued $375.0 million aggregate principal amount of 3.0% senior unsecured notes due April 15, 2016 (the 2016 Notes) with semi-annual fixed interest payments due on April 15 and October 15 of each year, commencing October 15, 2011. Based on quotes received from third-party banks, the fair value of the 2016 Notes as of August 2, 2014 and November 2, 2013 was $388.1 million and $392.8 million, respectively, and is classified as a Level 1 measurement according to the fair value hierarchy.

On June 3, 2013, the Company issued $500.0 million aggregate principal amount of 2.875% senior unsecured notes due June 1, 2023 (the 2023 Notes) with semi-annual fixed interest payments due on June 1 and December 1 of each year, commencing December 1, 2013. Based on quotes received from third-party banks, the fair value of the 2023 Notes as of August 2, 2014 and November 2, 2013 was $479.9 million and $466.0 million, respectively, and is classified as a Level 1 measurement according to the fair value hierarchy.

On July 22, 2014, the Company entered into a 90-day term loan facility in an aggregate principal amount of $2 billion with Credit Suisse AG, as Administrative Agent, and each lender from time to time party thereto (the Term Loan Agreement) to finance the Acquisition. Payments of the principal amounts of revolving loans under the Term Loan Agreement are due no later than October 20, 2014. As of August 2, 2014 the $2.0 billion carrying value of the loan approximates the fair value of the loan due to its short term nature. It is classified as a Level 2 measurement according to the fair value hierarchy.