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Fair Value Measurements

3 Months Ended

Mar. 31, 2023

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:


	Fair Value Measurements on a Recurring Basis
	As of March 31, 2023
(In millions)	Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	2,406.6	$	—	$	2,406.6	$	—
Marketable debt securities:
Corporate debt securities	1,704.2		—		1,704.2		—
Government securities	1,285.0		—		1,285.0		—
Mortgage and other asset backed securities	132.1		—		132.1		—
Marketable equity securities	678.1		678.1		—		—
Other current assets:
Receivable from Samsung BioLogics(1)	809.9		—		—		809.9
Derivative contracts	35.1		—		35.1		—
Other assets:
Plan assets for deferred compensation	34.1		—		34.1		—
Receivable from Samsung BioLogics(1)	411.6		—		—		411.6
Total	$	7,496.7	$	678.1	$	5,597.1	$	1,221.5
Liabilities:
Derivative contracts	$	39.8	$	—	$	39.8	$	—

Total	$	39.8	$	—	$	39.8	$	—

(1) Represents the fair value of the current and non-current payments due from Samsung BioLogics as a result of the sale of our 49.9% equity interest in Samsung Bioepis to Samsung BioLogics during the second quarter of 2022, for which we elected the fair value option. For additional information on the sale of our equity interest in Samsung Bioepis, please read Note 2, Dispositions, to these condensed consolidated financial statements.


	Fair Value Measurements on a Recurring Basis
	As of December 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	$	2,847.6	$	—	$	2,847.6	$	—
Marketable debt securities:
Corporate debt securities	1,231.6		—		1,231.6		—
Government securities	810.3		—		810.3		—
Mortgage and other asset backed securities	137.3		—		137.3		—
Marketable equity securities	791.1		791.1		—		—
Other current assets:
Receivable from Samsung BioLogics(1)	798.8		—		—		798.8
Other assets:
Derivative contracts	63.0		—		63.0		—
Plan assets for deferred compensation	32.8		—		32.8		—
Receivable from Samsung BioLogics(1)	405.4		—		—		405.4
Total	$	7,117.9	$	791.1	$	5,122.6	$	1,204.2
Liabilities:
Derivative contracts	$	26.0	$	—	$	26.0	$	—

Total	$	26.0	$	—	$	26.0	$	—

The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities was determined through third-party pricing services. During the third quarter of 2022 we elected to early adopt ASU 2022-03 on a prospective basis, which resulted in removing the impact of contractual sale restrictions from the fair value measurement of our remaining Sage common stock subject to certain holding period restrictions. As of December 31, 2022, our entire investment in the common stock of Sage was classified as a Level 1 measurement. Prior to the adoption of this standard, the fair value of Level 2 instruments classified as marketable equity securities represented a portion of our investment in the common stock of Sage and was valued using an option pricing valuation model.

Our investments in the common stock of Sangamo and Denali had holding period restrictions that expired during 2022. As of December 31, 2022, the fair values of our investments in Sangamo and Denali common stock were classified as Level 1 measurements.

Although the contractual holding period restrictions on our investments in Denali, Sage and Sangamo have expired, our ability to liquidate these investments may be limited by the size of our interest, the volume of market related activity, our concentrated level of ownership and potential restrictions resulting from our status as a collaborator. Therefore, we may realize significantly less than the current value of such investments.

For additional information on our investments in Denali, Sangamo and Sage common stock, please read Note 19, Collaborative and Other Relationships, to our consolidated financial statements included in our 2022 Form 10-K.

There have been no material impairments of our assets measured and carried at fair value as of March 31, 2023 and December 31, 2022. In addition, there have been no changes to our valuation techniques as of March 31, 2023 and December 31, 2022.

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 2022 Form 10-K.

Level 3 Assets and Liabilities Held at Fair Value

There were no transfers of assets or liabilities into or out of Level 3 as of March 31, 2023 and December 31, 2022.

Contingent Consideration Obligations

In connection with our acquisition of Convergence, we agreed to make additional payments based upon the achievement of certain milestone events. The following table provides a roll forward of the fair value of our contingent consideration obligations, which were classified as Level 3 measurements:


(In millions)	For the three months ended March 31, 2022
Fair value, beginning of period	$	209.1
Changes in fair value	(7.1)

Fair value, end of period	$	202.0

Changes in the fair value of our contingent consideration obligations are recorded in (gain) loss on fair value remeasurement of contingent consideration in our condensed consolidated statements of income.

During the fourth quarter of 2022 we discontinued further development efforts related to vixotrigine for the potential treatment of TGN and DPN, resulting in a reduction of our contingent consideration obligations of approximately $195.4 million, reducing the fair value of vixotrigine to zero.

For the three months ended March 31, 2022, the changes in 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.

Financial Instruments Not Carried at Fair Value

Other Financial Instruments

Due to the short-term nature of certain financial instruments, the carrying value reflected in our condensed consolidated balance sheets for current accounts receivable, due from anti-CD20 therapeutic programs, other current assets, accounts payable and accrued expense and other, approximates fair value.

Debt Instruments

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


	As of March 31, 2023				As of December 31, 2022
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value

4.050% Senior Notes due September 15, 2025	$	1,711.6	$	1,745.2	$	1,699.9	$	1,744.7
2.250% Senior Notes due May 1, 2030	1,262.2		1,493.1		1,219.0		1,492.9
5.200% Senior Notes due September 15, 2045	1,130.2		1,100.4		1,033.2		1,100.3
3.150% Senior Notes due May 1, 2050	1,043.7		1,473.9		989.0		1,473.8
3.250% Senior Notes due February 15, 2051	493.2		470.1		469.1		469.3
Total	$	5,640.9	$	6,282.7	$	5,410.2	$	6,281.0

The fair values of each of our series of Senior Notes were determined through market, observable and corroborated sources. The changes in the fair values of our Senior Notes as of March 31, 2023, compared to December 31, 2022, are primarily related to decreases in U.S. treasury yields used to value our Senior Notes since December 31, 2022. For additional information related to our Senior Notes, please read Note 13, Indebtedness, to our consolidated financial statements included in our 2022 Form 10-K.

- 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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