XML 23 R11.htm IDEA: XBRL DOCUMENT v3.7.0.1
Fair Value Measurements
3 Months Ended
Feb. 28, 2017
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS

Fair value can be measured using valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Our population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows (in millions):
 
 
 
 
February 28, 2017
  
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
125.7

 
$
125.7

 
$

 
$

Insurance contracts
 
111.1

 

 
111.1

 

Bonds and other long-term investments
 
9.0

 
9.0

 

 

Foreign currency derivatives
 
3.5

 

 
3.5

 

Total
 
$
249.3

 
$
134.7

 
$
114.6

 
$

Liabilities
 
 
 
 
 
 
 
 
Foreign currency derivatives
 
$
8.5

 
$

 
$
8.5

 
$

Interest rate derivatives
 
2.1

 

 
2.1

 

Contingent consideration related to D&A acquisition

29.3






29.3

Total
 
$
39.9

 
$

 
$
10.6

 
$
29.3


 
 
 
 
February 29, 2016
  
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
111.8

 
$
111.8

 
$

 
$

Insurance contracts
 
97.7

 

 
97.7

 

Bonds and other long-term investments
 
9.2

 
9.2

 

 

Interest rate derivatives
 
4.5

 

 
4.5

 

Foreign currency derivatives
 
4.4

 

 
4.4

 

Total
 
$
227.6

 
$
121.0

 
$
106.6

 
$

Liabilities
 
 
 
 
 
 
 
 
Foreign currency derivatives
 
$
1.8

 
$

 
$
1.8

 
$

Contingent consideration related to D&A acquisition
 
28.4

 

 

 
28.4

Total
 
$
30.2

 
$

 
$
1.8

 
$
28.4

 
 
 
 
 
November 30, 2016
  
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
118.4

 
$
118.4

 
$

 
$

Insurance contracts
 
106.0

 

 
106.0

 

Bonds and other long-term investments
 
10.2

 
10.2

 

 

Foreign currency derivatives
 
4.9

 

 
4.9

 

Total
 
$
239.5

 
$
128.6

 
$
110.9

 
$

Liabilities
 
 
 
 
 
 
 
 
Foreign currency derivatives
 
$
5.4

 
$

 
$
5.4

 
$

Interest rate derivatives
 
1.2

 

 
1.2

 

Contingent consideration related to D&A acquisition
 
28.9

 

 

 
28.9

Total
 
$
35.5

 
$

 
$
6.6

 
$
28.9


Because of their short-term nature, the amounts reported in the balance sheet for cash and cash equivalents, receivables, short-term borrowings and trade accounts payable approximate fair value. The fair values of insurance contracts are based upon the underlying values of the securities in which they are invested and are from quoted market prices from various stock and bond exchanges for similar type assets. The fair values of bonds and other long-term investments are based on quoted market prices from various stock and bond exchanges. The fair values for interest rate and foreign currency derivatives are based on values for similar instruments using models with market based inputs.
The following table sets forth the carrying amount and fair values of our long-term debt (including the current portion thereof) at February 28, 2017, February 29, 2016 and November 30, 2016 (in millions):
 
February 28, 2017
 
February 29, 2016
 
November 30, 2016
Carrying amount
$
1,054.2

 
$
1,055.6

 
$
1,056.9

Fair value
1,107.4

 
1,147.3

 
1,118.3



The acquisition-date fair value of the liability for contingent consideration related to our acquisition of Drogheria & Alimentari (D&A) was approximately $27.7 million as of the acquisition date in May 2015. The fair value of the liability as of February 28, 2017 was $29.3 million and was included in other long-term liabilities in our consolidated balance sheet. The fair value of the liability both at acquisition and as of each reporting period is estimated using a discounted cash flow technique applied to the expected payout with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in the FASB's Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures. The significant inputs in the Level 3 measurement not supported by market activity included our probability assessments of expected future cash flows related to our acquisition of D&A during the calendar 2017 earn-out period, adjusted for expectations of the amounts and ultimate resolution of likely disputes to be raised by the seller and by us as provided in the purchase agreement, discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the purchase agreement. Changes in the fair value of the liability for contingent consideration, excluding the impact of foreign currency, will be recognized in income on a quarterly basis until settlement in fiscal 2018.
The change in fair value of our Level 3 liabilities, which relates solely to the contingent consideration related to our acquisition of D&A, for the three months ended February 28, 2017 and February 29, 2016 is summarized as follows (in millions):
 
Beginning of year
 
Settlements
 
Changes in fair value including accretion
 
Impact of foreign currency
 
Balance as of end of period
First quarter 2017
$
28.9

 
$

 
$
0.3

 
$
0.1

 
$
29.3

First quarter 2016
$
27.1

 
$

 
$
0.4

 
$
0.9

 
$
28.4