Fair Value Measurements

6 Months Ended

Jun. 30, 2021

FAIR VALUE MEASUREMENTS

We measure certain assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. In addition, it establishes a framework for measuring fair value according to the following three-tier fair value hierarchy:

•Level 1 - Quoted prices for identical assets or liabilities in active markets accessible as of the measurement date;

•Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Financial Instruments

Our financial instruments include Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, Warehouse receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, Short-term borrowings, contract liabilities, Warehouse facilities, Credit facility, Long-term debt, and foreign currency forward contracts. The carrying amounts of Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, contract liabilities, and the Warehouse facilities approximate their estimated fair values due to the short-term nature of these instruments. The carrying values of our Credit facility and Short-term borrowings approximate their estimated fair values given the variable interest rate terms and market spreads.

We estimated the fair value of our Long-term debt as $706.0 million and $723.7 million as of June 30, 2021 and December 31, 2020, respectively, using dealer quotes that are Level 2 inputs in the fair value hierarchy. The carrying value of our Long-term debt was $687.9 million and $702.0 million as of June 30, 2021 and December 31, 2020, respectively, and included debt issuance costs of $2.1 million and $2.5 million, respectively.

Investments in Real Estate Ventures at Fair Value - Net Asset Value ("NAV")

We report a significant portion of our investments in real estate ventures at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in our Condensed Consolidated Statements of Comprehensive Income within Equity earnings.

For the majority of our investments reported at fair value, we estimate the fair value using the NAV per share (or its equivalent) our investees provide. Critical inputs to NAV estimates included valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates. In instances where the reported NAV per share did not fully incorporate the COVID-19 pandemic’s impact on the fair value of underlying investments, we recognized an adjustment to decrease the reported NAV. As of June 30, 2021, there were no such adjustments compared with adjustments of $22.8 million as of December 31, 2020. We did not consider any adjustments to NAV estimates provided by investees, including adjustments for any restrictions to the transferability of ownership interests embedded within investment agreements to which we are a party, to be necessary based upon (i) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investee level, (ii) consideration of market demand for the specific types of real estate assets held by each venture and (iii) contemplation of real estate and capital markets conditions in the localities in which these ventures operate. As of June 30, 2021 and December 31, 2020, investments in real estate ventures at fair value using NAV were $234.8 million and $203.8 million, respectively. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the following table.

Recurring Fair Value Measurements

The following table categorizes by level in the fair value hierarchy the estimated fair value of our assets and liabilities measured at fair value on a recurring basis.


	June 30, 2021				December 31, 2020
(in millions)	Level 1		Level 2	Level 3	Level 1	Level 2	Level 3
Assets
Investments in real estate ventures - fair value	$	88.6	—	181.6	77.2	—	59.3
Foreign currency forward contracts receivable	—		8.7	—	—	13.1	—
Warehouse receivables	—		741.7	—	—	1,529.2	—
Deferred compensation plan assets	—		503.5	—	—	446.3	—
Mortgage banking derivative assets	—		—	57.6	—	—	87.1
Total assets at fair value	$	88.6	1,253.9	239.2	77.2	1,988.6	146.4
Liabilities
Foreign currency forward contracts payable	$	—	17.3	—	—	3.4	—
Deferred compensation plan liabilities	—		475.4	—	—	427.6	—
Earn-out liabilities	—		—	18.0	—	—	85.7
Mortgage banking derivative liabilities	—		—	45.0	—	—	73.4
Total liabilities at fair value	$	—	492.7	63.0	—	431.0	159.1

Investments in Real Estate Ventures

We classify two investments as Level 1 in the fair value hierarchy as quoted prices are readily available. We increase or decrease our investment each reporting period by the change in the fair value of the investment. We report these fair value adjustments in our Condensed Consolidated Statements of Comprehensive Income within Equity earnings.

Investments classified as Level 3 in the fair value hierarchy represent investments in early-stage non-public entities where we elected the fair value option. The carrying value was deemed to approximate fair value for the majority of these investments due to the proximity of the investment date or date of most recent financing raise to the balance sheet date as well as consideration of investee-level performance updates. To the extent there are changes in fair value, a result of pricing in subsequent funding rounds or changes in business strategy, for example, we recognize such changes through Equity earnings.

Foreign Currency Forward Contracts

We regularly use foreign currency forward contracts to manage our currency exchange rate risk related to intercompany lending and cash management practices. We determine the fair values of these contracts based on current market rates. The inputs for these valuations are Level 2 inputs in the fair value hierarchy. As of June 30, 2021 and December 31, 2020, these contracts had a gross notional value of $2.15 billion ($1.17 billion on a net basis) and $2.34 billion ($1.42 billion on a net basis), respectively.

We record the asset and liability positions for our foreign currency forward contracts based on the net payable or net receivable position with the financial institutions from which we purchase these contracts. The $8.7 million asset as of June 30, 2021, was composed of gross contracts with receivable positions of $11.1 million and payable positions of $2.4 million. The $17.3 million liability as of June 30, 2021, was composed of gross contracts with receivable positions of $1.0 million and payable positions of $18.3 million. As of December 31, 2020, the $13.1 million asset was composed of gross contracts with receivable positions of $13.5 million and payable positions of $0.4 million. The $3.4 million liability as of December 31, 2020, was composed of gross contracts with receivable positions of $2.7 million and payable positions of $6.1 million.

Warehouse Receivables

As of June 30, 2021 and December 31, 2020, all of our Warehouse receivables were under commitment to be purchased by government-sponsored enterprises ("GSEs") or by a qualifying investor as part of a U.S. government or GSE mortgage-backed security program.

Deferred Compensation Plan

We maintain a deferred compensation plan for certain of our U.S. employees that allows them to defer portions of their compensation. We recorded this plan on our Condensed Consolidated Balance Sheet as of June 30, 2021, as Deferred compensation plan assets of $503.5 million, long-term deferred compensation plan liabilities of $475.4 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of $5.3 million. We recorded this plan on our Condensed Consolidated Balance Sheet as of December 31, 2020, as Deferred compensation plan assets of $446.3 million, long-term deferred compensation plan liabilities of $427.6 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of $5.6 million.

Earn-Out Liabilities

We classify our earn-out liabilities within Level 3 in the fair value hierarchy because the inputs we use to develop the estimated fair value include unobservable inputs. See Note 5, Business Combinations, Goodwill and Other Intangible Assets, for additional discussion of our earn-out liabilities.

Mortgage Banking Derivatives

Both our interest rate lock commitments to prospective borrowers and forward sale contracts with prospective investors are undesignated derivatives and considered Level 3 valuations due to significant unobservable inputs related to counterparty credit risk. An increase in counterparty credit risk assumptions would result in a lower fair value measurement.

The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).


	Balance as of March 31, 2021		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Level transfer out(2)	Balance as of June 30, 2021
Investments in real estate ventures	$	140.1	6.3	—	37.1	—	(1.9)	$	181.6
Mortgage banking derivative assets and liabilities, net	32.9		(7.6)	—	29.6	(42.3)	—	12.6
Earn-out liabilities	68.2		1.1	—	—	(51.3)	—	18.0


	Balance as of March 31, 2020		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Balance as of June 30, 2020
Investments in real estate ventures	$	41.4	2.5	—	0.4	—	$	44.3
Mortgage banking derivative assets and liabilities, net	(64.0)		(15.4)	—	38.4	35.5	(5.5)
Earn-out liabilities	130.0		0.6	1.1	—	(33.9)	97.8


(in millions)	Balance as of December 31, 2020		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Level transfer out(2)	Balance as of June 30, 2021
Investments in real estate ventures	$	59.3	38.1	—	86.2	(0.1)	(1.9)	$	181.6
Mortgage banking derivative assets and liabilities, net	13.7		11.3	—	70.7	(83.1)	—	12.6
Earn-out liabilities	85.7		1.0	(0.3)	3.8	(72.2)	—	18.0


(in millions)	Balance as of December 31, 2019		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Balance as of June 30, 2020
Investments in real estate ventures	$	34.4	2.5	—	7.4	—	$	44.3
Mortgage banking derivative assets and liabilities, net	10.2		(90.6)	—	64.7	10.2	(5.5)
Earn-out liabilities	148.5		(7.6)	(0.9)	—	(42.2)	97.8

(1) CTA: Currency translation adjustments

(2) In May 2021, an investment previously treated as a Level 3 investment became publicly traded on the NYSE and was considered a Level 1 investment immediately.

Net change in fair value, included in the tables above, is reported in Net income as follows.


Category of Assets/Liabilities using Unobservable Inputs			Condensed Consolidated Statements of Comprehensive Income Account Caption
Earn-out liabilities (Short-term and Long-term)			Restructuring and acquisition charges
Investments in real estate ventures			Equity earnings
Other current assets - Mortgage banking derivative assets			Revenue before reimbursements
Other current liabilities - Mortgage banking derivative liabilities			Revenue before reimbursements

Non-Recurring Fair Value Measurements

We review our investments in real estate ventures, except those investments otherwise reported at fair value, on a quarterly basis, or as otherwise deemed necessary, for indications of whether we may be unable to recover the carrying value of our investments and whether such investments are other-than-temporarily impaired. When the carrying amount of the investment is in excess of the estimated future undiscounted cash flows, we use a discounted cash flow approach or other acceptable method to determine the fair value of the investment in computing the amount of the impairment. Our determination of fair value primarily relies on Level 3 inputs. We did not recognize any significant investment-level impairment losses during either of the six months ended June 30, 2021 or 2020. See Note 6, Investments in Real Estate Ventures, for additional information, including information related to impairment charges recorded at the investee level.

- 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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