Fair Value Measurements (Notes)

3 Months Ended

Mar. 31, 2020

Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value

We use the market and income approaches to estimate the fair value of our financial assets and liabilities, and during the three months ended March 31, 2020, there were no significant changes in valuation techniques or inputs related to the financial assets or liabilities that we have historically recorded at fair value. The tiers in the fair value hierarchy include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as significant unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of March 31, 2020 and December 31, 2019 (in thousands):



	Balance as of March 31, 2020		Fair Value Measurements as of March 31, 2020
	Balance as of March 31, 2020		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	50,724	$	—	$	50,724	$	—
Cross currency swap agreements	4,789		—		4,789		—
Total Assets	$	55,513	$	—	$	55,513	$	—
Liabilities:
Contingent consideration liabilities	$	12,069	$	—	$	—	$	12,069
Interest rate swaps	3,241		—		3,241		—
Deferred compensation liabilities	56,395		—		56,395		—
Cross currency swap agreements	18,292		—		18,292		—
Total Liabilities	$	89,997	$	—	$	77,928	$	12,069



	Balance as of December 31, 2019		Fair Value Measurements as of December 31, 2019
	Balance as of December 31, 2019		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	60,637	$	—	$	60,637	$	—
Interest rate swaps	3,262		—		3,262		—
Cross currency swap agreements	3,156		—		3,156		—
Total Assets	$	67,055	$	—	$	67,055	$	—
Liabilities:
Contingent consideration liabilities	$	11,539	$	—	$	—	$	11,539
Deferred compensation liabilities	63,981		—		63,981		—
Cross currency swap agreements	24,319		—		24,319		—
Total Liabilities	$	99,839	$	—	$	88,300	$	11,539

The cash surrender value of life insurance is included in Other noncurrent assets on our Unaudited Condensed Consolidated Balance Sheets. The current portion of contingent consideration liabilities is included in Other current liabilities on our Unaudited Condensed Consolidated Balance Sheets; the noncurrent portion of these amounts is included in Other noncurrent liabilities on our Unaudited Condensed Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps and cross currency swap agreements is presented in Note 10, "Derivative Instruments and Hedging Activities."

Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources, which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades. We value our other derivative instruments using a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates.

Our contingent consideration liabilities are related to our business acquisitions. Under the terms of the contingent consideration agreements, payments may be made at specified future dates depending on the performance of the acquired

business subsequent to the acquisition. The liabilities for these payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income approach, includes significant inputs not observable in the market.

Financial Assets and Liabilities Not Measured at Fair Value

Our debt is reflected on the Unaudited Condensed Consolidated Balance Sheets at cost. Based on market conditions as of both March 31, 2020 and December 31, 2019, the fair value of our credit agreement borrowings reasonably approximated the carrying values of $1.9 billion and $1.6 billion, respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility approximated the carrying value of $98 million as of March 31, 2020; as of December 31, 2019, there were no outstanding borrowings under the receivables facility. As of December 31, 2019, the fair value of the U.S. Notes (2023) was approximately $609 million compared to a carrying value of $600 million; as of March 31, 2020, there were no outstanding borrowings on the U.S. Notes (2023). As of March 31, 2020 and December 31, 2019, the fair values of the Euro Notes (2024) were approximately $544 million and $632 million compared to carrying values of $552 million and $561 million, respectively. As of March 31, 2020 and December 31, 2019, the fair values of the Euro Notes (2026/28) were $1.0 billion and $1.2 billion compared to a carrying value of $1.1 billion at each date.

The fair value measurements of the borrowings under our credit agreement and receivables facility are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by calculating the upfront cash payment a market participant would require at March 31, 2020 and December 31, 2019 to assume these obligations. The fair value of our U.S. Notes (2023) was classified as Level 1 within the fair value hierarchy since it was determined based upon observable market inputs including quoted market prices in an active market. The fair values of our Euro Notes (2024) and Euro Notes (2026/28) are determined based upon observable market inputs including quoted market prices in markets that are not active, and therefore are classified as Level 2 within the fair value hierarchy.

- 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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