Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

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 March 31, 2024 and December 31, 2023.

	March 31, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Trading securities held in deferred compensation plan(1)	$	18.4	$	—	$	—	$	18.4
Interest rate swaps(2)	—		10.9		—		10.9
Cross-currency interest rate swaps(3)	—		16.7		—		16.7
Total	$	18.4	$	27.6	$	—	$	46.0
Financial Liabilities
Deferred compensation plans(1)	$	25.7	$	—	$	—	$	25.7
Cross-currency interest rate swaps(3)	—		39.7		—		39.7
Contingent consideration(4)	—		—		48.4		48.4
Total	$	25.7	$	39.7	$	48.4	$	113.8

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Trading securities held in deferred compensation plan(1)	$	16.8	$	—	$	—	$	16.8
Interest rate swaps(2)	—		9.4		—		9.4
Cross-currency interest rate swaps(3)	—		15.7		—		15.7
Total	$	16.8	$	25.1	$	—	$	41.9
Financial Liabilities
Deferred compensation plan(1)	$	24.7	$	—	$	—	$	24.7
Cross-currency interest rate swaps(3)	—		63.1		—		63.1
Contingent consideration(4)	—		—		42.2		42.2
Total	$	24.7	$	63.1	$	42.2	$	130.0

(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 March 31, 2024. 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 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.

(4)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 month periods ended March 31, 2024 and 2023.

	For the Three Month Period Ended March 31,
	2024		2023
Balance at beginning of the period	$	42.2	$	43.9
Acquisitions	6.5		—
Changes in fair value	0.2		4.3
Foreign currency translation	(0.5)		0.2
Balance at end of the period	$	48.4	$	48.4

As of March 31, 2024, the contingent consideration included in “Accrued liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheets were $10.3 million and $38.1 million, respectively.