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Fair Value Measurements

9 Months Ended

Sep. 30, 2023

A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, acquisition related contingent consideration obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.

Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022.


	September 30, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Trading securities held in deferred compensation plan(1)	$	15.0	$	—	$	—	$	15.0
Interest rate swaps(2)	—		16.9		—		16.9

Cross-currency interest rate swaps(4)	—		16.7		—		16.7
Foreign currency forwards(5)	—		—		—		—
Total	$	15.0	$	33.6	$	—	$	48.6
Financial Liabilities
Deferred compensation plans(1)	$	21.5	$	—	$	—	$	21.5

Cross-currency interest rate swaps(4)	—		19.5		—		19.5
Contingent consideration(6)	—		—		42.3		42.3

Total	$	21.5	$	19.5	$	42.3	$	83.3


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Trading securities held in deferred compensation plan(1)	$	12.3	$	—	$	—	$	12.3
Interest rate swaps(2)	—		14.1		—		14.1
Interest rate caps(3)	—		18.1		—		18.1
Cross-currency interest rate swaps(4)	—		17.7		—		17.7
Foreign currency forwards(5)	—		—		—		—
Total	$	12.3	$	49.9	$	—	$	62.2
Financial Liabilities
Deferred compensation plan(1)	$	19.6	$	—	$	—	$	19.6

Cross-currency interest rate swaps(4)	—		28.7		—		28.7
Contingent consideration(6)	—		—		43.9		43.9
Foreign currency forwards(5)	—		—		—		—
Total	$	19.6	$	28.7	$	43.9	$	92.2

(1)Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method.

(2)Measured as the present value of all expected future cash flows based on the SOFR-based swap yield curves as of September 30, 2023. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

(3)Measured as the present value of all expected future cash flows that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market volatilities and interest rate curves.

(4)Measured as the present value of all expected future cash flows on each leg of the contracts. The model utilizes inputs of observable market data including interest yield curves and foreign currency exchange rates. The present value calculation uses cross-currency basis-adjusted discount factors that have been adjusted to reflect the credit quality of the Company and its counterparties.

(5)Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.

(6)Measured as the present value of expected consideration payable for completed acquisitions, generally derived using probability-weighted analysis of achieving projected revenue or EBITDA targets.

Contingent Consideration

Certain of the Company’s acquisitions may result in payments of consideration in future periods that are contingent upon the achievement of certain targets, generally measures of revenue and EBITDA. As part of the initial accounting for the acquisition, a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. This fair value measurement of contingent consideration is categorized within Level 3 of the fair value hierarchy, as the measurement amount is based primarily on significant inputs that are not observable in the market.

The following table provides a reconciliation of the activity for contingent consideration for the three and nine month period ended September 30, 2023.




	For the Three Month Period Ended September 30, 2023		For the Nine Month Period Ended September 30, 2023
Balance at beginning of the period	$	62.5	$	43.9
Acquisitions	0.7		13.5
Changes in fair value	0.1		8.5
Payments	(20.1)		(23.2)
Foreign currency translation	(0.9)		(0.4)
Balance at end of the period	$	42.3	$	42.3

As of September 30, 2023, the contingent consideration included in “Accrued liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheets were $0.6 million and $41.7 million, respectively.

- 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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