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FAIR VALUE MEASUREMENT
9 Months Ended
Sep. 30, 2021
FAIR VALUE MEASUREMENT  
FAIR VALUE MEASUREMENT

13.  FAIR VALUE MEASUREMENT

Fair value is the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

The Company applied FASB Accounting Standards Codification (“ASC”) 820— Fair Value Measurement, which provides guidance for using fair value to measure assets and liabilities by defining fair value and establishing the framework for measuring fair value. ASC 820 applies to financial and nonfinancial instruments that are measured and reported on a fair value basis. The three-level hierarchy of fair value measurements is based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The fair value hierarchy requires the use of observable market data when available and consists of the following levels:

Level 1—Unadjusted inputs based on quoted markets for identical assets or liabilities.
Level 2—Observable inputs, either direct or indirect, not including Level 1 measurements, corroborated by market data or based upon quoted prices in non-active markets.
Level 3—Unobservable inputs that reflect management’s best assumptions of what market participants would use in valuing the asset or liability.

The Company has included a tabular disclosure for financial assets and liabilities that are measured at fair value on a recurring basis in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 (in millions):

September 30, 2021

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets:

U.S. Treasury securities

$

0.5

$

0.5

$

$

Marketable securities:

Mutual funds

16.7

16.7

Money market funds

 

9.5

 

9.5

 

 

Total assets

$

26.7

$

26.7

$

$

Liabilities:

Contingent consideration liabilities

$

75.2

$

$

$

75.2

Total liabilities

$

75.2

$

$

$

75.2

December 31, 2020

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets:

U.S. Treasury securities

$

67.9

$

67.9

$

$

Marketable securities:

Mutual funds

15.9

15.9

Money market funds

8.6

8.6

Total assets

$

92.4

$

92.4

$

$

Liabilities:

Contingent consideration liabilities

$

32.7

$

$

$

32.7

Total liabilities

$

32.7

$

$

$

32.7

The following is a description of the Company’s valuation methodologies used for instruments measured at fair value on a recurring basis:

Financial Investments

Financial investments consist of highly liquid U.S. Treasury securities and marketable securities held in a trust for the Company’s non-qualified retirement and benefit plans, also referred to as deferred compensation plan assets. The deferred compensation plan assets have an equal and offsetting deferred compensation plan liability based on the value of the deferred compensation plan assets. These securities are valued by obtaining feeds from a number of live data sources, including active market makers and inter dealer brokers and therefore categorized as Level 1. No material adjustments were made to the carrying value of financial investments for the period ended September 30, 2021. See Note 15 (“Employee Benefit Plans”) for more information.

Contingent Consideration Liabilities

In connection with the acquisitions of Hanweck, MATCHNow, and Chi-X Asia Pacific, as well as the acquisition of assets of FT Options and Trade Alert, the Company entered into contingent consideration arrangements with the former owners. The total fair value of the liabilities at September 30, 2021 was $75.2 million. That value is based on the Company’s estimate of the likelihood that certain performance targets in the respective acquisition agreements are expected to be accomplished. In connection with the contingent consideration arrangements, the Company paid a total of $0.6 million in contingent consideration to Chi-X Asia Pacific during the third quarter of 2021. Because the fair value measurements relating to the contingent consideration liabilities are subject to management judgment, measurement uncertainty is inherent in the valuation of the contingent consideration liabilities as of the reporting date. Based on the recorded balance of the liabilities, any measurement uncertainty related to this Level 3 measurement is immaterial as of September 30, 2021.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets, such as goodwill and intangible assets, are measured at fair value on a non-recurring basis. For goodwill, the process involves using a market approach and income approach (using discounted estimated cash flows) to determine the fair value of each reporting unit on a stand-alone basis. That fair value is compared to the carrying amount of the reporting unit, including its recorded goodwill. In connection with the annual impairment evaluation of goodwill and indefinite life intangibles, impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying amount of the reporting unit. For the intangible assets, the process also involves using a discounted cash flow method to determine the fair value of each intangible asset. Impairment is considered to have occurred if the fair value of the intangible asset is lower than its carrying amount. The Company did not perform an impairment test during the three months ended September 30, 2021, as there were no market events that would indicate it was more likely than not that these assets were impaired. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to be impaired.

Equity investments without readily determinable fair values that are valued using the measurement alternative are measured at fair value on a non-recurring basis. During the nine months ended September 30, 2021, no observable transactions or impairments materially impacted the measurements of the investments accounted for as other equity investments.

Fair Value of Assets and Liabilities

The following tables present the Company’s fair value hierarchy for certain assets and liabilities held by the Company, with the exception of debt which is presented at its carrying value, as of September 30, 2021 and December 31, 2020 (in millions):

September 30, 2021

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets:

U.S. Treasury securities

$

0.5

$

0.5

$

$

Deferred compensation plan assets

26.2

26.2

Total assets

$

26.7

$

26.7

$

$

Liabilities:

Contingent consideration liabilities

$

75.2

$

$

$

75.2

Deferred compensation plan liabilities

26.2

26.2

Debt

 

1,298.9

 

 

1,298.9

 

Total liabilities

$

1,400.3

$

26.2

$

1,298.9

$

75.2

December 31, 2020

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets:

U.S. Treasury securities

$

67.9

$

67.9

$

$

Deferred compensation plan assets

24.5

24.5

Total assets

$

92.4

$

92.4

$

$

Liabilities:

Contingent consideration liabilities

$

32.7

$

$

$

32.7

Deferred compensation plan liabilities

24.5

24.5

Debt

 

1,319.1

 

 

1,319.1

 

Total liabilities

$

1,376.3

$

24.5

$

1,319.1

$

32.7

Certain financial assets and liabilities, including cash and cash equivalents, accounts receivable, income tax receivable, accounts payable and Section 31 fees payable, are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature.

Debt

The debt balance consists of fixed rate, Senior Notes and a floating rate, Term Loan Agreement. The fair values of the Senior Notes are classified as Level 2 under the fair value hierarchy and are estimated using prevailing market quotes. The fair value of the Term Loan Agreement was determined by utilizing a discounted cash flow analysis and is considered a Level 2 measurement.

At September 30, 2021 and December 31, 2020, the fair values of the Company’s debt obligations were as follows (in millions):

Fair Value

September 30, 2021

December 31, 2020

Term Loan Agreement

$

160.1

$

70.0

3.650% Senior Notes

 

717.0

744.0

1.625% Senior Notes

480.5

505.1

Information on Level 3 Financial Liabilities

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities during the three and nine months ended September 30, 2021 (in millions):

Level 3 Financial Liabilities for the Three Months Ended September 30, 2021

Balance at

Realized (gains)

Foreign

Beginning of

losses during

Currency

Balance at

    

Period

    

period

    

Additions

    

Settlements

Translation

    

End of Period

Liabilities

Contingent consideration liabilities

 

$

26.6

$

$

49.6

 

$

(0.6)

$

(0.4)

 

$

75.2

Total liabilities

$

26.6

$

$

49.6

$

(0.6)

$

(0.4)

$

75.2

Level 3 Financial Liabilities for the Nine Months Ended September 30, 2021

Balance at

Realized (gains)

Foreign

Beginning of

losses during

Currency

Balance at

    

Period

    

period

    

Additions

    

Settlements

Translation

    

End of Period

Liabilities

Contingent consideration liabilities

 

$

32.7

$

$

49.6

 

$

(7.1)

$

 

$

75.2

Total liabilities

$

32.7

$

$

49.6

$

(7.1)

$

$

75.2