Note 9 - Fair Value Measurements

3 Months Ended

Mar. 31, 2018

9.	FAIR VALUE MEASUREMENTS

three

-level hierarchy is established by GAAP for disclosure of fair value measurements, based on the reliability of inputs used in the valuation of an instrument as of the measurement date, as follows:

●	Level 1 – inputs to the valuation methodology are quoted prices for identical instruments in active markets.

●

Level

– inputs to the valuation methodology include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are

not

active and inputs that are observable for the instrument, either directly or indirectly, and are significant to the fair value measurement.

●	Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Financial Assets and Liabilities.

The Company has estimated the fair value of its financial instruments as of

March 31, 2018

using available market information or other appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the condensed consolidated financial statements are

not

necessarily indicative of the amounts the Company would realize in a current market exchange.

The carrying amounts, fair values and related fair value hierarchies of the Company’s financial assets and liabilities were as follows (in thousands):

	March 31, 2018
	Carrying		Fair		Fair Value
	Amount		Value		Hierarchy
Assets:
Cash and cash equivalents :
Money market investments	$	21,508	$	21,508		Level 1
Commercial paper	$	144,699	$	144,612		Level 2
Liabilities :
Long-term debt, including current portion:
Notes	$	450,000	$	459,000		Level 2
Senior Credit Facilities	$	741,563	$	741,563		-

Money market investments are included in cash and cash equivalents in the condensed consolidated balance sheets. Commercial paper investments with original maturities of

days or less are also included in cash and cash equivalents. These investments are primarily held in U.S. Treasury securities and registered money market funds. These investments were valued using a market approach based on the quoted market prices of the money market investments (Level

) or inputs that include quoted market prices for investments similar to the commercial paper (Level

). The fair value of the Notes was estimated based on market prices in active markets (Level

). The fair value of the Senior Credit Facilities is equal to the carrying value.

The Company’s deferred compensation liabilities were

$17.6

million and

$20.2

million at

March 31, 2018

and

December 31, 2017,

respectively. The current portions of these liabilities are included within accounts payable and accrued liabilities and the noncurrent portions are included within other liabilities in the condensed consolidated balance sheets. These liabilities represent the market value of participants’ balances in a notional investment account that is comprised primarily of mutual funds, which is based on observable market prices. However, since the deferred compensation obligations are

not

exchanged in an active market, they are classified as Level

in the fair value hierarchy.

The carrying amounts of accounts receivable, accounts payable and other current assets and liabilities approximate fair value because of the short-term nature of these instruments.

Nonfinancial Assets and Liabilities.

The Company’s nonfinancial assets such as property, plant and equipment, intangible assets and goodwill are

not

measured at fair value on a recurring basis. However, such assets are subject to fair value adjustments when there is evidence that impairment

may

exist.

material impairments were recorded during the

three

months ended

March 31, 2018

and

2017.

- 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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