7. Fair Value of Financial Instruments

GAAP establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

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Level 1—Quoted prices in active markets for identical assets or liabilities.

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Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes liabilities measured at fair value on a recurring basis at June 30, 2014:

	Level 1		Level 2			Level 3

Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(2,306	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(4,797	)
Non-current:
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(31,125	)

The following table summarizes liabilities measured at fair value on a recurring basis at September 30, 2013:

	Level 1		Level 2			Level 3

Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(5,268	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(3,855	)
Non-current:
Interest rate swaps (included in other liabilities)	$	—	$	(1,066	)	$	—
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(18,399	)

The Company's swap contracts are measured at fair value based on a market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Although non-performance risk of the Company and the counterparty is present in all swap contracts and is a component of the estimated fair values, we do not view non-performance risk to be a significant input to the fair value for the interest rate swap contracts. However, with respect to our cross currency swap contracts, we believe that non-performance risk is higher; therefore, the Company classifies these swap contracts as "Level 3" in the fair value hierarchy and, accordingly, records estimated fair value adjustments based on internal projections and views of those contracts. The performance risk for the cross currency swap contracts as a percentage of the unadjusted liabilities ranged from 7.6% to 7.7% (7.7% weighted average) as of June 30, 2014 and 9.5% to 10.3% (9.8% weighted average) as of September 30, 2013.

The following table shows the Level 3 activity related to our cross currency swaps for the three and nine months ended June 30, 2014 and 2013:

	Three Months Ended						Nine Months Ended

	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Beginning balance:	$	(29,221	)	$	(6,127	)	$	(22,254	)	$	(24,862	)
Unrealized (loss) gain on cross currency swaps		(6,701	)		3,492			(13,668	)		22,227


Ending balance:	$	(35,922	)	$	(2,635	)	$	(35,922	)	$	(2,635	)

Interest Rate Swaps

To manage the potential risk arising from changing interest rates and their impact on long-term debt, our policy is to maintain a combination of available fixed and variable rate financial instruments. During March 2011, we entered into three interest rate swap contracts to fix the LIBOR indexed interest rates on a portion of our senior secured credit facilities until the indicated expiration dates of these swap contracts. Each swap contract has an initial notional amount of $333,333 (for a total of one billion dollars), with a fixed interest rate of 1.92% for a four-year term. The notional amount of each swap decreased to $266,666 in December 2012, decreased to $166,666 in December 2013 and has a maturity date of December 2014. Under the terms of the swap contracts, variable interest payments for a portion of our senior secured credit facilities are swapped for fixed interest payments. These interest rate swap contracts were designated as a cash flow hedge of the variable interest payments on a portion of our term loan debt. Hedge effectiveness is being assessed based on the overall changes in the fair value of the interest rate swap contracts. Any potential ineffectiveness is measured using the hypothetical derivative method. Any ineffectiveness is recognized in current earnings. Hedge ineffectiveness from inception to June 30, 2014 was $0.

Cross Currency Swaps

To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound, arising from our net investment in British pound denominated operations, we entered into three cross currency swap contracts in December 2010, to hedge a portion of the net investment in our British pound denominated foreign operations. The aggregate notional amount of the swap contracts is £194,200 British pounds (approximately $300,000 U.S. dollars), with a forward rate of 1.565, and a termination date of September 30, 2017.

These cross currency contracts were designated as a net investment hedge to the net investment in our British pound denominated operations. Hedge effectiveness is assessed based on the overall changes in the fair value of the cross currency swap contracts. Any potential hedge ineffectiveness is measured using the hypothetical derivative method and is recognized in current earnings. Hedge ineffectiveness gains for the three months ended June 30, 2014 and 2013 was $1,463and $2,065, respectively, and is recorded in Miscellaneous, net. Hedge ineffectiveness gains for the nine months ended June 30, 2014 and 2013 was $2,415 and $1,345, respectively.

The following table shows the effect, net of tax impact, of the Company's derivative instruments designated as cash flow and net investment hedging instruments:

	Three Months Ended June 30,

	2014						2013
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	(460	)	$	(1,159	)	$	(695	)	$	(1,855	)
Net Investment Hedges:
Cross currency swaps		(5,591	)		—			877			—


Total	$	(6,051	)	$	(1,159	)	$	182		$	(1,855	)

	Nine Months Ended June 30,

	2014						2013
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	(1,705	)	$	(4,173	)	$	(2,607	)	$	(6,029	)
Net Investment Hedges:
Cross currency swaps		(10,835	)		—			12,822			—


Total	$	(12,540	)	$	(4,173	)	$	10,215		$	(6,029	)

Term loan B-2

The face amount of the term loan B-2 is $1,507,500, which approximates fair value based on Level 2 inputs, as this loan accrues interest at a variable interest rate.

Notes

The fair value of the Notes based on quoted market prices (Level 2), was approximately $688,000 as of June 30, 2014.