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Fair Value Measurements
3 Months Ended
Aug. 31, 2013
Fair Value Measurements

NOTE 13 — FAIR VALUE MEASUREMENTS

Financial instruments recorded on the balance sheet include cash and cash equivalents, trade accounts receivable, marketable securities, notes and accounts payable, and debt.

An allowance for anticipated uncollectible trade receivable amounts is established using a combination of specifically identified accounts to be reserved, and a reserve covering trends in collectibility. These estimates are based on an analysis of trends in collectability and past experience, but are primarily made up of individual account balances identified as doubtful based on specific facts and conditions. Receivable losses are charged against the allowance when we confirm uncollectibility.

All derivative instruments are recognized on our Consolidated Balance Sheet and measured at fair value. Changes in the fair values of derivative instruments that do not qualify as hedges and/or any ineffective portion of hedges are recognized as a gain or (loss) in our Consolidated Statement of Income in the current period. Changes in the fair value of derivative instruments used effectively as cash flow hedges are recognized in other comprehensive income (loss), along with the change in the value of the hedged item. We do not hold or issue derivative instruments for speculative purposes.

The valuation techniques utilized for establishing the fair values of assets and liabilities are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect management’s market assumptions. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value, as follows:

Level 1 Inputs — Quoted prices for identical instruments in active markets.

Level 2 Inputs — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs — Instruments with primarily unobservable value drivers.

 

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

 

(In thousands)

   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Other
Observable
 

Inputs (Level 2)
    Significant
Unobservable
Inputs (Level 3)
    Fair Value at
August 31, 2013
 

U.S. Treasury and other government

   $ —        $ 20,211     $ —       $ 20,211  

Foreign bonds

        40         40  

Mortgage-backed securities

        146         146  

Corporate bonds

        1,905         1,905  

Stocks — foreign

     1,410            1,410  

Stocks — domestic

     35,192            35,192  

Mutual funds — foreign

        28,218         28,218  

Mutual funds — domestic

        26,728         26,728  

Foreign currency forward contract

        1,687          1,687   

Cross-currency swap

        (12,708       (12,708

Contingent consideration

        —         (68,050     (68,050
  

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 36,602      $ 66,227     $ (68,050   $ 34,779  
  

 

 

    

 

 

   

 

 

   

 

 

 

 

(In thousands)

   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Other
Observable
Inputs (Level 2)
    Significant
Unobservable
Inputs (Level 3)
    Fair Value at
May 31, 2013
 

U.S. Treasury and other government

   $ —        $ 20,636     $ —       $ 20,636  

Foreign bonds

        41         41  

Mortgage-backed securities

        156         156  

Corporate bonds

        1,968         1,968  

Stocks — foreign

     1,334            1,334  

Stocks — domestic

     29,365            29,365  

Mutual funds — foreign

        20,222         20,222  

Mutual funds — domestic

        39,371         39,371  

Foreign currency forward contract

        (4,751       (4,751

Cross-currency swap

        (10,048       (10,048

Contingent consideration

          (64,500     (64,500
  

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 30,699      $ 67,595     $ (64,500   $ 33,794  
  

 

 

    

 

 

   

 

 

   

 

 

 

Our marketable securities are composed of mainly available-for-sale securities, and are valued using a market approach. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For most of our financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

Our cross-currency swap is a liability that has a fair value of $12.7 million at August 31, 2013, that was originally designed to fix our interest and principal payments in euros for the life of our unsecured 6.70% senior notes due November 1, 2015, which resulted in an effective euro fixed-rate borrowing of 5.31%. The basis for determining the rates for this swap included three legs at the inception of the agreement: the U.S. dollar (USD) fixed rate to a USD floating rate; the euro floating to euro fixed rate; and the dollar to euro basis fixed rate at inception. Therefore, we essentially exchanged fixed payments denominated in USD for fixed payments denominated in euros, paying fixed euros at 5.31% and receiving fixed USD at 6.70%. The ultimate payments are based on the notional principal amounts of $150 million and approximately 125 million euros. There will be an exchange of the notional amounts at maturity. The rates included in this swap are based upon observable market data, but are not quoted market prices, and therefore, the cross-currency swap is considered a Level 2 liability on the fair value hierarchy. Additionally, this cross-currency swap has been designated as a hedging instrument, and is classified as other long-term liabilities in our Consolidated Balance Sheets.

At August 31, 2013, we had a foreign currency forward contract with a fair value of approximately $1.7 million, which is classified in other current assets in our Consolidated Balance Sheets. At May 31, 2013, we had a foreign currency forward contract with a fair value of $4.8 million, which is classified as other accrued liabilities in our Consolidated Balance Sheets. Our foreign currency forward contract, which has not been designated as a hedge, was designed to reduce our exposure to the changes in the cash flows of intercompany foreign-currency-denominated loans related to changes in foreign currency exchange rates by fixing the functional currency cash flows. The foreign exchange rates included in the forward contract are based upon observable market data, but are not quoted market prices, and therefore, the forward currency forward contract is considered a Level 2 liability on the fair value hierarchy.

The contingent consideration represents the estimated fair value of the additional variable cash consideration payable in connection with recent acquisitions that is contingent upon the achievement of certain performance milestones. We estimated the fair value using expected future cash flows over the period in which the obligation is expected to be settled, and applied a discount rate that appropriately captures a market participant’s view of the risk associated with the obligation.

The carrying value of our current financial instruments, which include cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable and short-term debt approximates fair value because of the short-term maturity of these financial instruments. At August 31, 2013 and May 31, 2013, the fair value of our long-term debt was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which are considered to be Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of our financial instruments and long-term debt as of August 31, 2013 and May 31, 2013 are as follows:

 

     At August 31, 2013  
(In thousands)    Carrying
Value
     Fair Value  

Cash and cash equivalents

   $ 204,903      $ 204,903  

Marketable equity securities

     91,548        91,548  

Marketable debt securities

     22,302        22,302  

Long-term debt, including current portion

     1,424,144        1,504,714  

 

     At May 31, 2013  
(In thousands)    Carrying
Value
     Fair Value  

Cash and cash equivalents

   $ 343,554      $ 343,554  

Marketable equity securities

     90,292        90,292  

Marketable debt securities

     22,801        22,801  

Long-term debt, including current portion

     1,373,697        1,501,850