Fair Value Measurements

3 Months Ended

Sep. 03, 2016

The company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, deferred compensation plan, accounts payable, debt, redeemable noncontrolling interests and foreign currency exchange contracts. The company's financial instruments, other than long-term debt, are recorded at fair value. The carrying value and fair value of the company's long-term debt, including current maturities, is as follows for the periods indicated:



(In millions)	September 3, 2016		May 28, 2016
Carrying value	$	233.9	$	221.9
Fair value	$	248.7	$	241.7

The following describes the methods the company uses to estimate the fair value of financial assets and liabilities, which have not significantly changed in the current period:

Available-for-sale securities — The company's available-for-sale marketable securities primarily include equity and fixed income mutual funds and government obligations. These investments are recorded at fair value using quoted prices for similar securities.

Deferred compensation plan — The company's deferred compensation plan primarily includes various domestic and international mutual funds that are recorded at fair value using quoted prices for similar securities.

Foreign currency exchange contracts — The company's foreign currency exchange contracts are valued using an approach based on foreign currency exchange rates obtained from active markets. The estimated fair value of forward currency exchange contracts is based on month-end spot rates as adjusted by market-based current activity. These forward contracts are not designated as hedging instruments.

The following tables set forth financial assets and liabilities measured at fair value in the Condensed Consolidated Balance Sheets and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of September 3, 2016 and May 28, 2016.



(In millions)	Fair Value Measurements
	September 3, 2016				May 28, 2016
Financial Assets	Quoted Prices with Other Observable Inputs (Level 2)		Management Estimate (Level 3)		Quoted Prices with Other Observable Inputs (Level 2)		Management Estimate (Level 3)
Available-for-sale marketable securities:
Government obligations	$	0.4	$	—	$	0.4	$	—
Mutual funds - fixed income	6.6		—		6.4		—
Mutual funds - equity	0.7		—		0.7		—
Foreign currency forward contracts	0.4		—		0.5		—
Deferred compensation plan	8.8		—		7.9		—
Total	$	16.9	$	—	$	15.9	$	—

Financial Liabilities
Foreign currency forward contracts	$	0.5	$	—	$	0.8	$	—
Contingent consideration	—		2.7		—		2.7
Total	$	0.5	$	2.7	$	0.8	$	2.7

The table below presents a reconciliation for liabilities measured at fair value using significant unobservable inputs (Level 3) (in millions).



Contingent Consideration	September 3, 2016		May 28, 2016
Beginning balance	$	2.7	$	2.6
Foreign currency translation adjustments	—		(0.1		)
Settlements	—		(2.5		)
Purchases or additions	—		2.7
Ending balance	$	2.7	$	2.7

The contingent consideration liabilities represent future payment obligations that relate to business and product line acquisitions. These payments are based on the future performance of the acquired businesses. The contingent consideration liabilities are valued using estimates based on discount rates that reflect the risk involved and the projected sales and earnings of the acquired businesses. The estimates are updated and the liabilities are adjusted to fair value on a quarterly basis.

The following is a summary of the carrying and market values of the company's marketable securities as of the respective dates.



	September 3, 2016
(In millions)	Cost		Unrealized Gain		Unrealized Loss		Market Value
Government obligations	0.4		—		—		0.4
Mutual funds - fixed income	6.6		—		—		6.6
Mutual funds - equity	0.6		$	0.1	$	—	$	0.7
Total	$	7.6	$	0.1	$	—	$	7.7

	May 28, 2016
(In millions)	Cost		Unrealized Gain		Unrealized Loss		Market Value
Government obligations	0.4		—		—		0.4
Mutual funds - fixed income	6.4		—		—		6.4
Mutual funds - equity	0.7		—		—		0.7
Total	$	7.5	$	—	$	—	$	7.5

Adjustments to the fair value of available-for-sale securities are recorded as increases or decreases, net of income taxes, within accumulated other comprehensive loss in stockholders’ equity. The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Condensed Consolidated Statements of Comprehensive Income within "Other, net".

The company reviews its investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in earnings. If the cost of an investment exceeds its fair value, the company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than its cost, the company's intent to hold the investment, and whether it is more likely than not that the company will be required to sell the investment before recovery of the cost basis. The company also considers the type of security, related industry and sector performance, and published investment ratings. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. If conditions within individual markets, industry segments, or macro-economic environments deteriorate, the company could incur future impairments.

Maturities of debt securities included in marketable securities as of September 3, 2016, are as follows:



(In millions)	Cost		Fair Value
Due within one year	$	0.4	$	0.4
Total	$	0.4	$	0.4

The company views its available-for-sale portfolio as available for use in its current operations. Accordingly, the investments are recorded within Current Assets within the Condensed Consolidated Balance Sheets.

- 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.

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