Fair Value Measures |
Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques must maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The determination of the applicable level within the hierarchy of a particular financial asset or liability depends on the lowest level of inputs that are significant to the fair value measurement as of the measurement date as follows: | | • | Level 1: Quoted prices for identical assets or liabilities in active markets. |
| | • | Level 2: Observable inputs other than those described as Level 1. |
| | • | Level 3: Unobservable inputs that are supportable by little or no market activities and are based on significant assumptions and estimates. |
Assets and liabilities measured at fair value on a recurring basis at March 31, 2019 and September 30, 2018 consisted of the following (dollars in thousands): | | | | | | | | | | | | | | | | | | March 31, 2019 | Level 1 | | Level 2 | | Level 3 | | Total | Assets: | | | | | | | | Money market funds(a) | $ | 380,124 |
| | $ | — |
| | $ | — |
| | $ | 380,124 |
| Time deposits(b) | — |
| | 97,225 |
| | — |
| | 97,225 |
| Commercial paper, $37,852 at cost(b) | — |
| | 38,061 |
| | — |
| | 38,061 |
| Corporate notes and bonds, $46,694 at cost(b) | — |
| | 46,686 |
| | — |
| | 46,686 |
| Foreign currency exchange contracts(b) | — |
| | 689 |
| | — |
| | 689 |
| Total assets at fair value | $ | 380,124 |
| | $ | 182,661 |
| | $ | — |
| | $ | 562,785 |
| Liabilities: | | | | | | | | Foreign currency exchange contracts(b) | $ | — |
| | $ | (350 | ) | | $ | — |
| | $ | (350 | ) | Contingent acquisition payments(c) | — |
| | — |
| | (1,450 | ) | | (1,450 | ) | Total liabilities at fair value | $ | — |
| | $ | (350 | ) | | $ | (1,450 | ) | | $ | (1,800 | ) |
| | | | | | | | | | | | | | | | | | September 30, 2018 | Level 1 | | Level 2 | | Level 3 | | Total | Assets: | | | | | | | | Money market funds(a) | $ | 200,004 |
| | $ | — |
| | $ | — |
| | $ | 200,004 |
| Time deposits(b) | — |
| | 88,158 |
| | — |
| | 88,158 |
| Commercial paper, $27,194 at cost(b) | — |
| | 27,363 |
| | — |
| | 27,363 |
| Corporate notes and bonds, $57,563 at cost(b) | — |
| | 57,417 |
| | — |
| | 57,417 |
| Foreign currency exchange contracts(b) | — |
| | 143 |
| | — |
| | 143 |
| Total assets at fair value | $ | 200,004 |
| | $ | 173,081 |
| | $ | — |
| | $ | 373,085 |
| Liabilities: | | | | | | | | Foreign currency exchange contracts(b) | $ | — |
| | $ | (1,192 | ) | | $ | — |
| | $ | (1,192 | ) | Contingent acquisition payments(c) | — |
| | — |
| | (4,000 | ) | | (4,000 | ) | Total liabilities at fair value | $ | — |
| | $ | (1,192 | ) | | $ | (4,000 | ) | | $ | (5,192 | ) |
| | (a) | Money market funds and time deposits with original maturity of 90 days or less are included within cash and cash equivalents in the consolidated balance sheets and are valued at quoted market prices in active markets. |
| | (b) | Time deposits, commercial paper, corporate notes and bonds, and foreign currency exchange contracts are recorded at fair market values, which are determined based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. Time deposits are generally for terms of one year or less. Commercial paper and corporate notes and bonds generally mature within three years and had a weighted average maturity of 0.59 years as of March 31, 2019 and 0.61 years as of September 30, 2018. |
| | (c) | The fair values of our contingent consideration arrangements were determined using either the option pricing model with Monte Carlo simulation or the probability-weighted discounted cash flow method. |
The estimated fair value of our long-term debt was approximately $2,114.3 million (face value $2,137.0 million) as of March 31, 2019 and $2,423.6 million (face value $2,437.0 million) as of September 30, 2018 based on Level 2 measurements. The fair value of each borrowing was estimated using the average of the bid and ask trading quotes at each respective reporting date. There was no balance outstanding under our revolving credit agreement as of March 31, 2019 or September 30, 2018. Additionally, contingent acquisition payments are recorded at fair values upon the acquisition, and remeasured in subsequent reporting periods with the changes in fair values recorded within acquisition-related costs, net. Such payments are contingent upon the achievement of specified performance targets and are valued using the option pricing model with Monte Carlo simulation or the probability-weighted discounted cash flow model. The following table provides a summary of changes in the aggregate fair value of the contingent acquisition payments for all periods presented (dollars in thousands): | | | | | | | | | | | | | | | | | | Three Months Ended March 31, | | Six Months Ended March 31, | 2019 | | 2018 | | 2019 | | 2018 | Balance at beginning of period | $ | 3,979 |
| | $ | 10,431 |
| | $ | 4,000 |
| | $ | 8,648 |
| Earn-out liabilities established at time of acquisition | — |
| | — |
| | — |
| | 500 |
| Payments and foreign currency translation | (2,529 | ) | | (79 | ) | | (2,550 | ) | | (96 | ) | Adjustments to fair value included in acquisition-related costs, net | — |
| | 1,400 |
| | — |
| | 2,700 |
| Balance at end of period | $ | 1,450 |
| | $ | 11,752 |
| | $ | 1,450 |
| | $ | 11,752 |
|
Contingent acquisition payments are to be made in periods through fiscal year 2021. As of March 31, 2019, the maximum amount payable based on the agreements was $9.2 million if the specified performance targets are achieved.
|