Fair Value Measurements | Note 11: Fair Value Measurements The Company measures certain assets and liabilities in accordance with ASC 820, 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, ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and • Level 3: inputs for the asset or liability that are based on unobservable inputs in which there is little or no market data. There were no significant transfers between the three levels of the fair value hierarchy for the three and nine months ended September 30, 2022 and or year ended December 31, 2021. There have been no significant changes to the valuation techniques and inputs used to develop the recurring fair value measurements from those disclosed in the Company's audited Consolidated Financial Statements for the year ended December 31, 2021. Financial Instruments The Company's financial instruments include cash and cash equivalents, trade and other receivables, a deferred purchase price receivable ("DPP"), restricted cash, accounts payable and accrued expenses, short-term borrowings, long-term debt, interest rate swaps and foreign exchange contracts. The carrying amount of cash and cash equivalents approximates the fair value of these instruments. Certain money market funds in which the Company has invested are highly liquid and considered cash equivalents. These funds are valued at the per unit rate published as the basis for current transactions. The estimated fair value of external debt was $3.1 billion and $3.3 billion as of September 30, 2022 and December 31, 2021, respectively. These instruments were valued using dealer quotes that are classified as Level 2 inputs in the fair value hierarchy. The gross carrying value of the debt was $3.2 billion and $3.3 billion as of September 30, 2022 and December 31, 2021, respectively, which excludes debt issuance costs. See Note 8: Long-Term Debt and Other Borrowings for additional information. The estimated fair value of interest rate swaps and foreign currency forward contracts are determined based on the expected cash flows of each derivative. The valuation method reflects the contractual period and uses observable market-based inputs, including interest rate and foreign currency forward curves. Investments in Real Estate Ventures The Company directly invests in early stage proptech companies, real estate venture capital funds, and other real estate companies across various sectors. The Company typically reports these investments at cost, less impairment charges, and adjusts to fair value if the Company identifies observable price changes in orderly transactions for identical or similar instruments of the same issuer. Investments in early stage proptech companies or other real estate companies are typically fair valued as a result of pricing observed in subsequent funding rounds. These investments are not fair valued on a recurring basis and as such have been excluded from the fair value hierarchy table. As of September 30, 2022 and December 31, 2021, investments in early stage proptech companies had a fair value of approximately $38.7 million and $24.0 million, respectively, included in Other non-current assets in the Condensed Consolidated Balance Sheets. In October 2021, the Company made a strategic investment of $150.0 million in WeWork, which is accounted for as an investment in equity securities reported at fair value, included in Other non-current assets in the Condensed Consolidated Balance Sheets. As quoted market prices for identical assets are available, this investment is classified as a Level 1 investment, and mark to market gains and losses are recognized on a recurring basis. Investments in real estate venture capital funds are fair valued using the net asset value ("NAV") per share (or its equivalent) provided by investees. Critical inputs to NAV estimates include 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. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the fair value hierarchy table. As of September 30, 2022 and December 31, 2021, investments in real estate venture capital funds had a fair value of approximately $64.7 million and $54.1 million, respectively, included in Other non-current assets in the Condensed Consolidated Balance Sheets. The Company adjusts these investments to their fair values each reporting period, and the changes are reflected in Other (expense) income, net, in the Condensed Consolidated Statements of Operations. During the three months ended September 30, 2022, the Company recognized an unrealized loss of $35.6 million related to our investment in WeWork, offset by unrealized gains of $2.1 million from other fair value investments. During the nine months ended September 30, 2022, the Company recognized an unrealized loss of $89.3 million related to our investment in WeWork, offset by unrealized gains of $7.0 million from other fair value investments. During the nine months ended September 30, 2021, the Company recognized a net unrealized gain of $7.3 million from other fair value investments. Recurring Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in millions): As of September 30, 2022 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 0.9 $ 0.9 $ — $ — Deferred compensation plan assets 30.5 30.5 — — Foreign currency forward contracts 4.9 — 4.9 — Interest rate swap agreements 51.4 — 51.4 — Deferred purchase price receivable 372.2 — — 372.2 Equity securities 39.8 39.8 — — Total $ 499.7 $ 71.2 $ 56.3 $ 372.2 Liabilities Deferred compensation plan liabilities $ 31.6 $ 31.6 $ — $ — Foreign currency forward contracts 2.7 — 2.7 — Earn-out liabilities 31.5 — — 31.5 Total $ 65.8 $ 31.6 $ 2.7 $ 31.5 As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets Cash equivalents - money market funds $ 45.2 $ 45.2 $ — $ — Deferred compensation plan assets 47.2 47.2 — — Foreign currency forward contracts 0.9 — 0.9 — Deferred purchase price receivable 142.3 — — 142.3 Equity securities 129.0 129.0 — — Total $ 364.6 $ 221.4 $ 0.9 $ 142.3 Liabilities Deferred compensation plan liabilities $ 47.4 $ 47.4 $ — $ — Foreign currency forward contracts 1.1 — 1.1 — Interest rate swap agreements 84.0 — 84.0 — Earn-out liabilities 21.4 — — 21.4 Total $ 153.9 $ 47.4 $ 85.1 $ 21.4 Deferred Compensation Plans Prior to 2017, the Company provided deferred compensation plans to certain U.S. employees whereby the employee could defer a portion of employee compensation, which the Company would hold in trust, enabling the employees to defer tax on compensation until payment is made to them from the trust. These plans are frozen. The employees continue to be at risk for any investment fluctuations of the funds held in trust. The Company adopted a new deferred compensation plan, which become effective on January 1, 2019. The plan allows highly-compensated employees to defer a portion of compensation, enabling the employee to defer tax on compensation until payment is made. Deferred compensation is credited into an account denominated in ordinary shares of the Company in a number determined based on the fair market value of the Company’s ordinary shares on the date of the deposit. All payments are made in ordinary shares. The fair value of assets and liabilities of these plans is based on the value of the underlying investments using quoted prices in active markets at period end. Deferred compensation plan assets are presented within Prepaid expenses and other current assets and Other non-current assets in the Condensed Consolidated Balance Sheets. Deferred compensation liabilities are presented within Accrued compensation and Other non-current liabilities in the Condensed Consolidated Balance Sheets. Foreign Currency Forward Contracts and Interest Rate Swap Agreements Refer to Note 7: Derivative Financial Instruments and Hedging Activities for discussion of the fair value associated with these derivative assets and liabilities. Deferred Purchase Price Receivable The Company has a revolving trade accounts receivables securitization program, which it has amended periodically (the “A/R Securitization“). Under the A/R Securitization, the Company recorded a DPP upon the initial sale of trade receivables. The DPP represents the difference between the fair value of the trade receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is subsequently remeasured each reporting period in order to account for activity during the period, such as the seller’s interest in any newly transferred receivables, collections on previously transferred receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying receivables are short-term and of high credit quality. The DPP is included in Other non-current assets in the Condensed Consolidated Balance Sheets and is valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flows. Refer to Note 12: Accounts Receivable Securitization for more information. Earn-out Liabilities The Company has various contractual obligations associated with the acquisition of several real estate service companies in the United States, Australia, Canada and Europe, including contingent consideration, comprised of earn-out payments to the sellers subject to achievement of certain performance criteria in accordance with the terms and conditions set forth in the purchase agreements. An increase to a probability of achievement would result in a higher fair value measurement. The amounts disclosed in the table above are included in Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets. As of September 30, 2022, the Company had the potential to make a maximum of $33.2 million and a minimum of $0.0 million (undiscounted) in earn-out payments. Assuming the achievement of the applicable performance criteria, these earn-out payments will be made over the next five years. Earn-out liabilities are classified within Level 3 in the fair value hierarchy because the methodology used to develop the estimated fair value includes significant unobservable inputs reflecting management’s own assumptions. The fair value of earn-out liabilities is based on the present value of probability-weighted expected return method related to the earn-out performance criteria on each reporting date. The probabilities of achievement assigned to the performance criteria are determined based on due diligence performed at the time of acquisition as well as actual performance achieved subsequent to acquisition. Adjustments to the earn-out liabilities in periods subsequent to the completion of acquisitions are reflected within Operating, administrative and other in the Condensed Consolidated Statements of Operations. The table below presents a reconciliation of earn-out liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions): Earn-out Liabilities 2022 2021 Balance as of January 1, $ 21.4 $ 21.0 Purchases/additions 11.3 1.0 Net change in fair value and other adjustments (1.1) — Payments (0.1) (3.8) Balance as of September 30, $ 31.5 $ 18.2 |