Fair Value Measurements

3 Months Ended

Mar. 31, 2022

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:


	As of March 31, 2022
(In millions)	Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,283.7	$	—	$	1,283.7	$	—
Marketable debt securities:
Corporate debt securities	1,579.4		—		1,579.4		—
Government securities	1,252.7		—		1,252.7		—
Mortgage and other asset backed securities	171.9		—		171.9		—
Marketable equity securities	860.3		607.0		253.3		—
Derivative contracts	97.2		—		97.2		—
Plan assets for deferred compensation	35.8		—		35.8		—
Total	$	5,281.0	$	607.0	$	4,674.0	$	—
Liabilities:
Derivative contracts	$	12.5	$	—	$	12.5	$	—
Contingent consideration obligations	202.0		—		—		202.0
Total	$	214.5	$	—	$	12.5	$	202.0


	As of December 31, 2021
(In millions)	Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,632.2	$	—	$	1,632.2	$	—
Marketable debt securities:
Corporate debt securities	1,108.2		—		1,108.2		—
Government securities	1,192.7		—		1,192.7		—
Mortgage and other asset backed securities	132.2		—		132.2		—
Marketable equity securities	1,048.5		181.7		866.8		—
Derivative contracts	80.9		—		80.9		—
Plan assets for deferred compensation	33.4		—		33.4		—
Total	$	5,228.1	$	181.7	$	5,046.4	$	—
Liabilities:
Derivative contracts	$	10.8	$	—	$	10.8	$	—
Contingent consideration obligations	209.1		—		—		209.1
Total	$	219.9	$	—	$	10.8	$	209.1

There have been no material impairments of our assets measured and carried at fair value as of March 31, 2022 and December 31, 2021. In addition, there have been no changes in valuation techniques as of March 31, 2022 and December 31, 2021. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities was determined through third-party pricing services. The fair value of Level 2 instruments classified as marketable equity securities represents our investments in the common stock of Sangamo Therapeutics, Inc. (Sangamo) and Sage Therapeutics, Inc. (Sage) and are valued using an option pricing valuation model as the investments are each subject to certain holding period restrictions. The holding period restrictions for our investment in the common stock of Denali Therapeutics Inc. (Denali) and a portion of our Sangamo investment expired during the first quarter of 2022 and the second quarter of 2021, respectively. The fair value of our Denali investment and this portion of our Sangamo investment were Level 1 measurements as of March 31, 2022. For additional information on our investments in Sangamo, Denali and Sage common stock, please read Note 7, Financial Instruments, to these condensed consolidated financial statements.

For a description of our validation procedures related to prices provided by third-party pricing services and our option pricing valuation model, please read Note 1, Summary of Significant Accounting Policies - Fair Value Measurements, to our consolidated financial statements included in our 2021 Form 10-K.

The following tables summarize the significant unobservable inputs in the fair value measurement of our contingent consideration obligations as of March 31, 2022 and December 31, 2021:

As of March 31, 2022

(In millions)

Fair Value

Valuation Technique

Unobservable Input(s)

Range

Weighted Average

Liabilities:

Contingent consideration obligations

202.0

Discounted cash flow

Discount rate

2.89%

Expected timing of achievement of development milestones

2023 to 2027

—

As of December 31, 2021

(In millions)

Fair Value

Valuation Technique

Unobservable Input(s)

Range

Weighted Average

Liabilities:

Contingent consideration obligations

209.1

Discounted cash flow

Discount rate

1.30%

Expected timing of achievement of development milestones

2023 to 2027

—

The weighted average discount rate was calculated based on the relative fair value of our contingent consideration obligations. In addition, we apply various probabilities of technological and regulatory success, ranging from 10.9% to certain probability as of March 31, 2022, to the valuation models to estimate the fair values of our contingent consideration obligations.

Debt Instruments

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


	As of March 31, 2022				As of December 31, 2021
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value

3.625% Senior Notes due September 15, 2022	$	1,008.7	$	999.5	$	1,020.0	$	999.1
4.050% Senior Notes due September 15, 2025	1,797.6		1,743.4		1,895.2		1,742.9
2.250% Senior Notes due May 1, 2030	1,341.6		1,492.2		1,475.9		1,492.0
5.200% Senior Notes due September 15, 2045	1,240.0		1,100.0		1,463.0		1,099.9
3.150% Senior Notes due May 1, 2050	1,225.3		1,473.3		1,457.7		1,473.2
3.250% Senior Notes due February 15, 2051	581.8		466.8		692.9		466.0
Total	$	7,195.0	$	7,275.2	$	8,004.7	$	7,273.1

The fair values of each of our series of Senior Notes were determined through market, observable and corroborated sources. For additional information related to our Senior Notes, please read Note 12, Indebtedness, to our consolidated financial statements included in our 2021 Form 10-K.

Contingent Consideration Obligations

In connection with our acquisitions of Convergence and Biogen International Neuroscience GmbH, we agreed to make additional payments based upon the achievement of certain milestone events. 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 March 31,
(In millions)	2022		2021
Fair value, beginning of period	$	209.1	$	259.8
Changes in fair value	(7.1)		(33.8)

Fair value, end of period	$	202.0	$	226.0

As of March 31, 2022 and December 31, 2021, approximately $202.0 million and $209.1 million, respectively, of the fair value of our total contingent consideration obligations was reflected as a component of other long-term liabilities in our condensed consolidated balance sheets with any remaining balances reflected as a component of accrued expense and other.

For the three months ended March 31, 2022, changes in the fair value of our contingent consideration obligations were primarily due to an increase in discount rates used to revalue these obligations and delays in the expected timing of the achievement of certain remaining developmental milestones related to our vixotrigine programs.

For the three months ended March 31, 2021, changes in the fair value of our contingent consideration obligations were primarily due to delays in the expected timing of the achievement of certain remaining developmental milestones related to our vixotrigine programs.

- 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.

+ References + Details