Fair Value Measurements

6 Months Ended

Jun. 30, 2020

8.Fair Value Measurements

The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at June 30, 2020 and December 31, 2019:

		June 30, 2020						December 31, 2019
	Input	Carrying			Fair			Carrying			Fair
	Level	Amount			Value			Amount			Value
Financial Assets:
Cash equivalents	Level 1	$	226.8		$	226.8		$	65.3		$	65.3
Financial Liabilities:
Short-term borrowings	Level 2		65.8			65.8			252.9			252.9
Term loan due May 1, 2022	Level 2		300.0			300.0			300.0			300.0
2.45% Senior notes due August 1, 2022	Level 2		299.8			310.4			299.8			302.6
2.875% Senior notes due October 1, 2022	Level 2		399.9			418.5			399.9			408.2
3.15% Senior notes due August 1, 2027	Level 2		424.7			465.8			424.7			438.9
3.95% Senior notes due August 1, 2047	Level 2		397.4			470.1			397.3			427.1
Interest Rate Swap Lock Agreement asset (liability)	Level 2		(67.6	)		(67.6	)		(29.5	)		(29.5	)
Business Acquisition Liabilities	Level 3		171.0			171.0			206.2			206.2

The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the six months ended June 30, 2020.

Refer to Note 2 in the Form 10-K for a description of the methods and assumptions used to estimate the fair value of each class of financial instruments reflected in the condensed consolidated balance sheets.

The business acquisition liabilities represent the estimated fair value of additional future earn-outs payable for acquisitions of businesses that included earn-out clauses. The valuation of the contingent consideration is being evaluated on an ongoing basis and is based on management estimates and entity-specific assumptions which are considered Level 3 inputs. In the six months ended June 30, 2020, the Company decreased the fair value estimate of the contingent consideration liability for the Flawless Acquisition by $21.0 from $192.0 to $171.0 based on the revised valuation due to updated sales forecasts as well as the passage of time. The $21.0 reduction of SG&A expense was recorded within the Consumer Domestic and Consumer International Segments. The business acquisition liabilities for December 31, 2019 also included a $14.2 liability for the Agro Acquisition. The Agro Acquisition earnout was paid in the second quarter of 2020. As of December 31, 2019, the Agro Acquisition liability was recorded within Accounts Payable and Accrued Expenses.

The interest rate swap lock agreements are used to hedge the risk of changes in the interest payments attributable to changes in the benchmark U.S. Dollar LIBOR interest rate associated with anticipated issuances of debt. The liability increased by $38.1 during the first six months of 2020 primarily due to lower current and projected interest rates resulting from the COVID-19 pandemic.

The carrying amounts of accounts receivable, and accounts payable and accrued expenses, approximated estimated fair values as of June 30, 2020 and December 31, 2019.

- 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.

+ References + Details