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Fair Value Measurement
6 Months Ended
Jun. 30, 2013
Fair Value Disclosures [Abstract]  
Fair Value Disclosures

16.       Fair value measurement

 

Assets and liabilities that are measured at fair value on a recurring basis

 

As at June 30, 2013 and December 31, 2012 the following financial assets and liabilities are measured at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3).

  CarryingFair value
  value    
   TotalLevel 1Level 2Level 3
At June 30, 2013 $'M$'M$'M$'M$'M
  _________________________________________________________
Financial assets:      
Available-for-sale securities(1) 12.312.312.3- -
Contingent consideration receivable (2) 38.638.6- - 38.6
Foreign exchange contracts 3.03.0- 3.0-
       
Financial liabilities:      
Foreign exchange contracts 2.72.7- 2.7-
Contingent consideration payable(3) 585.4585.4- - 585.4
  _________________________________________________________
       
   TotalLevel 1Level 2Level 3
At December 31, 2012 $'M$'M$'M$'M$'M
  _________________________________________________________
Financial assets:      
Available-for-sale securities(1) 14.214.214.2- -
Contingent consideration receivable (2) 38.338.3- - 38.3
Foreign exchange contracts 1.31.3- 1.3-
       
Financial liabilities:      
Foreign exchange contracts 3.03.0- 3.0-
Contingent consideration payable(3)1136.4136.4- - 136.4
  _________________________________________________________

(1)       Available-for-sale securities are included within Investments in the consolidated balance sheet.

(2)       Contingent consideration receivable is included within Prepaid expenses and other current assets and Other non-current assets in the consolidated balance sheet.

(3)       Contingent consideration payable is included within Other current liabilities and Other non-current liabilities in the consolidated balance sheet.

 

Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company's intent or ability to dispose of the financial instrument.

 

The following methods and assumptions were used to estimate the fair value of each material class of financial instrument:

 

  • Available-for-sale securities – the fair values of available-for-sale securities are estimated based on quoted market prices for those investments.
  • Contingent consideration receivable – the fair value of the contingent consideration receivable has been estimated using the income approach (using a probability weighted discounted cash flow method).
  • Foreign exchange contracts – the fair values of the swap and forward foreign exchange contracts have been determined using an income approach based on current market expectations about the future cash flows.
  • Contingent consideration payable – the fair value of the contingent consideration payable has been estimated using the income approach (using a probability weighted discounted cash flow method).

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

 

The change in the fair value of the Company's contingent consideration receivable and payables, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3), are as follows:

 

Contingent consideration receivable  
 20132012
 $'M$'M
 ________________________
   
Balance at January 1,38.337.8
Gain recognized in the income statement (within Gain on sale of product rights) due to change in fair value during the period11.010.8
Reclassification of amounts to Other receivables within Other current assets(9.7)(10.0)
Amounts recorded to other comprehensive income (within foreign currency translation adjustments) (1.0)(0.7)
   
Balance at June 30,38.637.9
   
Contingent consideration payable  
 20132012
 $'M$'M
 ________________________
   
Balance at January 1,136.4-
Initial recognition of contingent consideration payable451.4127.8
Loss recognized in the income statement (within Integration and acquisition costs) due to change in fair value during the period13.72.1
Reclassification of amounts to Other current liabilities(8.4)(2.7)
Change in fair value during the period with corresponding adjustment to the associated intangible asset(7.7)-
   
Balance at June 30,585.4127.2
   

 

Quantitative Information about Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

 

Quantitative information about the Company's recurring Level 3 fair value measurements is included below:

 

 

Financial assets:Fair Value at the Measurement Date
    
At June 30, 2013Fair value Valuation Technique Significant unobservable InputsRange
$'M   
_____________________________________________
Contingent consideration receivable ("CCR")38.6Income approach (probability weighted discounted cash flow)• Probability weightings applied to different sales scenarios • Future forecast royalties receivable at relevant contractual royalty rates • Assumed market participant discount rate • 10 to 40% • $10 million to $171 million • 6.0%
 ________________________________________________
     
Financial liabilities:Fair Value at the Measurement Date
     
At June 30, 2013Fair value Valuation Technique Significant unobservable InputsRange
$'M   
_____________________________________________
Contingent consideration payable585.4Income approach (probability weighted discounted cash flow)• Cumulative probability of milestones being achieved • Assumed market participant discount rate • Periods in which milestones are expected to be achieved • Forecast quarterly royalties payable on net sales of relevant products • 18 to 57% (Weighted average) • 2.1 to 8.8% (Weighted average) • 2014 to 2024 • $1.7 to $7.6 million
 ________________________________________________

The Company re-measures the CCR (relating to contingent consideration due to the Company following divestment of one of the Company's products) at fair value at each balance sheet date, with the fair value measurement based on forecast cash flows, over a number of scenarios which vary depending on the expected performance outcome of the product following divestment. The forecast cash flows under each of these differing outcomes have been included in probability weighted estimates used by the Company in determining the fair value of the CCR.

 

Contingent consideration payable represents future milestones the Company may be required to pay in conjunction with various business combinations and future royalties payable as a result of certain business combinations and licenses. The amount ultimately payable by Shire in relation to business combinations is dependent upon the achievement of specified future milestones, such as the achievement of certain future development, regulatory and sales milestones. The Company assesses the probability, and estimated timing, of these milestones being achieved and re-measures the related contingent consideration to fair value each balance sheet date. The amount of contingent consideration which may ultimately be payable by Shire in relation to future royalties is dependent upon future net sales of the relevant products over the life of the royalty term. The Company assesses the present value of forecast future net sales of the relevant products and re-measures the related contingent consideration to fair value each balance sheet date.

 

The fair value of the Company's contingent consideration receivable and payable could significantly increase or decrease due to changes in certain assumptions which underpin the fair value measurements. Each set of assumptions and milestones are specific to the individual contingent consideration receivable or payable. The assumptions include, among other things, the probability and expected timing of certain milestones being achieved, the forecast future net sales of the relevant products and related future royalties payable, the probability weightings applied to different sales scenarios of one of the Company's divested products and forecast future royalties receivable under scenarios developed by the Company, and the discount rates used to determine the present value of contingent future cash flows. The Company regularly reviews these assumptions, and makes adjustments to the fair value measurements as required by facts and circumstances.

 

Assets Measured At Fair Value on a Non-Recurring Basis in the period using Significant Unobservable Inputs (Level 3)

 

In the second quarter of 2013 the Company reviewed certain IPR&D intangible assets acquired through Movetis for impairment and recognized an impairment charge of $19.9 million, recorded within R&D in the consolidated income statement, to write-down these assets to their fair value. The fair value of these assets was determined using the income approach, which used significant unobservable (Level 3) inputs. These unobservable inputs included, among other things, risk-adjusted forecast future cash flows to be generated by these assets and the determination of an appropriate discount rate to be applied in calculating the present value of forecast future cash flows. The fair value of these assets, determined at the time of the impairment review, was $20.3 million.

 

Quantitative information about Non-Recurring Level 3 Fair Value Measurements which occurred in the period is included below:

 

 Fair Value at the Measurement Date
    
At June 30, 2013Fair value Valuation Technique Significant unobservable InputsRate used
$'M   
_____________________________________________
Movetis-related IPR&D intangible assets20.3Income approach (discounted cash flow)• Decline in forecast peak sales since last impairment test • Assumed market participant discount rate • 50% • 8.9%
 ________________________________________________

Financial assets and liabilities that are not measured at fair value on a recurring basis

 

The carrying amounts and estimated fair values as at June 30, 2013 and December 31, 2012 of the Company's financial assets and liabilities which are not measured at fair value on a recurring basis are as follows:

  June 30, 2013 December 31, 2012
  Carrying  Carrying 
  amountFair value amountFair value
  $’M$’M $’M$’M
  ________________________ _______________________
       
Financial liabilities:      
Convertible bonds (Level 1) 1,100.01,211.3 1,100.01,228.2
Building financing obligation (Level 3)  7.810.5 8.010.3
  ________________________ _______________________

Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company's intent or ability to dispose of the financial instrument.

 

The following methods and assumptions were used to estimate the fair value of each material class of financial instrument:

 

  • Convertible bonds – the fair value of Shire's $1,100 million 2.75% convertible bonds due 2014 is determined by reference to the market price of the instrument as the convertible bonds are publicly traded.

     

  • Building finance obligations - the fair value of building finance obligations are estimated based on the present value of future cash flows, and an estimate of the residual value of the underlying property at the end of the lease term, associated with these obligations.

 

The carrying amounts of other financial assets and liabilities materially approximate to their fair value because of the short-term maturity of these amounts.