XML 33 R16.htm IDEA: XBRL DOCUMENT v3.8.0.1
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
12 Months Ended
Dec. 31, 2017
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:
 
December 31, 2017
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
780,425

 
$

 
$

 
$
780,425

Time deposits

 
60,000

 

 
60,000

Treasury discount notes
100,457

 

 

 
100,457

Commercial paper

 
215,325

 

 
215,325

Certificates of deposit

 
6,195

 

 
6,195

Marketable securities:
 
 
 
 
 
 
 
Commercial paper

 
4,995

 

 
4,995

Total
$
880,882

 
$
286,515

 
$

 
$
1,167,397

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Contingent consideration arrangements
$

 
$

 
$
(2,647
)
 
$
(2,647
)
 
December 31, 2016
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
667,662

 
$

 
$

 
$
667,662

Time deposits

 
79,000

 

 
79,000

Treasury discount notes
24,991

 

 

 
24,991

Commercial paper

 
123,640

 
 

 
123,640

Marketable securities:
 
 
 
 
 
 
 
Commercial paper

 
49,797

 
 

 
49,797

Treasury discount notes
34,974

 

 

 
34,974

Corporate debt securities

 
4,571

 

 
4,571

Total
$
727,627

 
$
257,008

 
$

 
$
984,635

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Contingent consideration arrangements
$

 
$

 
$
(33,871
)
 
$
(33,871
)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
 
For the Year Ended December 31,
 
2017
 
2016
 
Contingent
Consideration
Arrangements
 
Auction Rate
Security
 
Contingent
Consideration
Arrangements
 
(In thousands)
Balance at January 1
$
(33,871
)
 
$
4,050

 
$
(33,873
)
Total net (losses) gains:
 
 
 
 
 
Included in earnings:
 
 
 
 
 
Fair value adjustments
(5,801
)
 

 
(2,555
)
Included in other comprehensive (loss) income
(1,404
)
 
5,950

 
(1,571
)
Fair value at date of acquisition

 

 
(185
)
Settlements
38,429

 

 
2,180

Proceeds from sale

 
(10,000
)
 

Other

 

 
2,133

Balance at December 31
$
(2,647
)
 
$

 
$
(33,871
)

Contingent consideration arrangements
As of December 31, 2017, there are three contingent consideration arrangements related to business acquisitions. Two of the contingent consideration arrangements have limits as to the maximum amount that can be paid. The maximum contingent payments related to these arrangements is $33.0 million and the gross fair value of these arrangements, before the unamortized discount, at December 31, 2017 is $3.0 million. No payment is expected for the one contingent consideration arrangement without a limit on the maximum earnout.
The contingent consideration arrangements are based upon earnings performance and/or operating metrics. The Company generally determined the fair value of the contingent consideration arrangements by using probability-weighted analyses to determine the amounts of the gross liability, and, because the arrangements were initially long-term in nature, applying a discount rate that appropriately captures the risks associated with the obligation to determine the net amount reflected in the consolidated financial statements. The fair values of the contingent consideration arrangements at both December 31, 2017 and 2016 reflect discount rates of 12%.
The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, including the accretion of the discount, if applicable, and changes are recognized in “General and administrative expense” in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at December 31, 2017 and 2016 includes a current portion of $0.6 million and $33.4 million, respectively, and non-current portion of $2.0 million and $0.4 million, respectively, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:
 
December 31, 2017
 
December 31, 2016
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
(In thousands)
Current portion of long-term debt
$
(13,750
)
 
$
(13,802
)
 
$
(20,000
)
 
$
(20,311
)
Long-term debt, net
(1,979,469
)
 
(2,168,108
)
 
(1,582,484
)
 
(1,657,861
)

The fair value of long-term debt, including the current portion, is estimated using market prices or indices for similar liabilities and takes into consideration other factors such as credit quality and maturity, which are Level 3 inputs.