Fair Value Measurements | Fair Value Measurements We invest our excess cash on deposit with major banks in money market, United States (“U.S.”) Treasury and government-sponsored entity, corporate, municipal government, asset-backed, and mortgage-backed residential debt securities. By policy, we invest primarily in high-grade marketable securities. We are exposed to credit risk in the event of default by the financial institutions or issuers of these investments to the extent of the amounts recorded in our Condensed Consolidated Balance Sheets. We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Typically, the cost of these investments approximates fair value. Marketable investments with a maturity greater than three months are classified as available-for-sale short-term investments. Available-for-sale securities are stated at fair value with unrealized gains and losses reported as a separate component of AOCI, net of tax. The credit portion of any other-than-temporary impairment is included in net income. Realized gains and losses on sales or maturities of financial instruments are recognized upon sale of the investments using the specific identification method. Our available-for-sale short-term investments are summarized as follows (in thousands): Amortized cost Gross unrealized gains Gross unrealized losses Fair value September 30, 2018 U.S. Government and sponsored entities $ 55,322 $ — $ (714 ) $ 54,608 Corporate debt securities 51,345 — (495 ) 50,850 Municipal securities 383 — (4 ) 379 Asset-backed securities 7,020 33 (61 ) 6,992 Mortgage-backed securities – residential 158 — (1 ) 157 Total short-term investments $ 114,228 $ 33 $ (1,275 ) $ 112,986 December 31, 2017 U.S. Government and sponsored entities $ 59,824 $ — $ (660 ) $ 59,164 Corporate debt securities 79,356 — (450 ) 78,906 Municipal securities 382 — (2 ) 380 Asset-backed securities 9,808 44 (47 ) 9,805 Mortgage-backed securities – residential 445 — (3 ) 442 Total short-term investments $ 149,815 $ 44 $ (1,162 ) $ 148,697 The fair value and duration that investments, including cash equivalents, have been in a gross unrealized loss position below are as follows (in thousands): Less than 12 Months More than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses September 30, 2018 U.S. Government and sponsored entities $ — $ — $ 54,608 $ (714 ) $ 54,608 $ (714 ) Corporate debt securities 10,159 (90 ) 40,691 (405 ) 50,850 (495 ) Municipal securities 379 (4 ) — — 379 (4 ) Asset-backed securities — — 6,934 (61 ) 6,934 (61 ) Mortgage-backed securities – residential 18 — 86 (1 ) 104 (1 ) Total $ 10,556 $ (94 ) $ 102,319 $ (1,181 ) $ 112,875 $ (1,275 ) December 31, 2017 U.S. Government and sponsored entities $ 23,023 $ (206 ) $ 35,989 $ (454 ) $ 59,012 $ (660 ) Corporate debt securities 45,857 (207 ) 32,634 (243 ) 78,491 (450 ) Municipal securities 378 (2 ) — — 378 (2 ) Asset-backed securities 6,779 (31 ) 2,947 (16 ) 9,726 (47 ) Mortgage-backed securities – residential 162 (2 ) 142 (1 ) 304 (3 ) Total $ 76,199 $ (448 ) $ 71,712 $ (714 ) $ 147,911 $ (1,162 ) For fixed income securities that have unrealized losses as of September 30, 2018 , we do not have the intent to sell any of these investments and it is not more likely than not that we will be required to sell any of these investments before recovery of the entire amortized cost basis. We have evaluated these fixed income securities and determined that no credit losses exist. Accordingly, management has determined that the unrealized losses on our fixed income securities as of September 30, 2018 were temporary in nature. Amortized cost and estimated fair value of investments as of September 30, 2018 , are summarized as follows (in thousands): Amortized cost Fair value Mature in less than one year $ 75,459 $ 74,864 Mature in one to three years 38,769 38,122 Total short-term investments $ 114,228 $ 112,986 Net realized gains from sales of investments are recognized in interest income and other income, net, and were immaterial during the three and nine months ended September 30, 2018 , and September 30, 2017 , respectively. Net unrealized losses of $1.2 and $1.1 million were included in AOCI, net of tax effect, on the Condensed Consolidated Balance Sheets as of September 30, 2018 , and December 31, 2017 , respectively. Fair Value Measurements Our fair value hierarchy is defined as follows: Level 1: Inputs that are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Level 2: Inputs that are other than quoted prices included within Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date for the duration of the instrument’s anticipated life or by comparison to similar instruments; and Level 3: Inputs that are unobservable or reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. These include management’s own judgments about market participant assumptions developed based on the best information available in the circumstances. We utilize the market approach to measure the fair value of our fixed income securities. The market approach is a valuation technique that uses the prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The fair value of our fixed income securities is obtained using readily-available market prices from a variety of industry standard data providers, large financial institutions, and other third-party sources for the identical underlying securities. The fair value of our investments in certain money market funds is expected to maintain a net asset value of $1.00 per share and, as such, is priced at the expected market price. We obtain the fair value of our Level 2 financial instruments from several third-party asset managers, custodian banks, and accounting service providers. Independently, these service providers use professional pricing services to gather pricing data, which may include quoted market prices for identical or comparable instruments or inputs other than quoted prices that are observable either directly or indirectly. As part of this process, we engaged a pricing service to assist management in its pricing analysis and assessment of other-than-temporary impairment. All estimates, key assumptions, and forecasts were either provided by or reviewed by us. While we utilize a third-party pricing service, the impairment analysis and related valuations represent conclusions of management and not conclusions or statements of any third party. Our assets and liabilities measured at fair value by levels within the fair value hierarchy are summarized as follows (in thousands): September 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 18,524 $ — $ — $ 18,524 $ 9,897 $ — $ — $ 9,897 U.S. Government and sponsored entities 33,279 21,328 — 54,607 33,261 25,903 — 59,164 Corporate debt securities — 50,850 — 50,850 — 78,906 — 78,906 Municipal securities — 379 — 379 — 380 — 380 Asset-backed securities — 6,934 59 6,993 — 9,754 51 9,805 Mortgage-backed securities – residential — 157 — 157 — 442 — 442 Total $ 51,803 $ 79,648 $ 59 $ 131,510 $ 43,158 $ 115,385 $ 51 $ 158,594 Liabilities: Contingent consideration, current and noncurrent $ — $ — $ 20,323 $ 20,323 $ — $ — $ 35,702 $ 35,702 Self-insurance — — 982 982 — — 902 902 Total $ — $ — $ 21,305 $ 21,305 $ — $ — $ 36,604 $ 36,604 Money market funds have been classified as cash equivalents as of September 30, 2018 , and December 31, 2017 , respectively. Investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices or alternative pricing sources with reasonable levels of price transparency. Investments in U.S. Treasury obligations and overnight money market mutual funds have been classified as Level 1 because these securities are valued based on quoted prices in active markets or are actively traded at $1.00 net asset value. There have been no transfers between Level 1 and 2 during the nine months ended September 30, 2018 and 2017 . Government agency investments and corporate debt instruments, including investments in asset-backed and mortgage-backed securities, have generally been classified as Level 2 because markets for these securities are less active or valuations for such securities utilize significant inputs, which are directly or indirectly observable. We hold asset-backed securities with income payments derived from and collateralized by a specified pool of underlying assets. Asset-backed securities in the portfolio are predominantly collateralized by credit cards and auto loans. We also hold mortgage-backed securities which have been fully reserved. Liabilities for Contingent Consideration Acquisition-related liabilities for contingent consideration (i.e., earnouts) as of September 30, 2018 are related to the 2017 acquisitions of Escada Innovations Limited and Escada Systems, Inc. (collectively, “Escada”) and Generation Digital Solutions, Inc. (“Generation Digital”); the 2016 acquisitions of Optitex Ltd. (“Optitex”) and Rialco Limited (“Rialco”); the 2015 acquisitions of Shuttleworth Business Systems Limited and CDM Solutions Limited (collectively, “Shuttleworth”), and CTI; and the 2013 acquisition of PrintLeader Software (“PrintLeader”). The fair value of these earnouts is estimated to be $20.3 and $35.7 million as of September 30, 2018 , and December 31, 2017 , respectively, by applying the income approach in accordance with ASC 805-30-25-5. Key assumptions include risk-free discount rates between 0.6% and 5.0% , as well as probability-adjusted revenue, gross profit, and direct operating income using the Monte Carlo valuation method. Probability-adjusted revenue, gross profit, and direct operating income are significant inputs that are not observable in the market, and are therefore classified as Level 3 inputs. These contingent liabilities have been reflected in the Condensed Consolidated Balance Sheet as of September 30, 2018 , as current and noncurrent liabilities of $8.5 and $11.8 million, respectively. Changes in the fair value of contingent consideration are summarized as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Liability for Contingent Consideration Beginning balance $ 22,129 $ 61,414 $ 35,702 $ 56,463 Fair value of Generation Digital contingent consideration at August 14, 2017 — 3,600 — 3,600 Changes in valuation 721 75 (12,054 ) 974 Earnout accretion 91 336 194 1,213 Payments and settlements (2,611 ) (10,265 ) (3,361 ) (11,559 ) Foreign currency adjustment (7 ) (1,640 ) (158 ) 2,829 Ending balance $ 20,323 $ 53,520 $ 20,323 53,520 The Optitex, Generation Digital, and Shuttleworth earnout liability valuations decreased, on a combined basis, during the three and nine months ended September 30, 2018 by $1.5 and $14.3 million , respectively, based on recent actual and updated forecasted financial performance data. The Escada earnout liability valuation increased $2.2 million during the three and nine months ended September 30, 2018 . The Optitex, CTI, and Rialco earnout probabilities increased, while the Shuttleworth earnout performance probability decreased, during 2017. The earnout liability valuations increased during the three and nine months ended September 30, 2017 by $0.1 and $1.0 million , respectively. Changes in the fair value of contingent consideration subsequent to the acquisition date are reported in general and administrative expenses. Earnout payments and settlements during the three and nine months ended September 30, 2018 of $2.6 and $3.4 million were primarily related to the Rialco, Generation Digital, and Shuttleworth contingent consideration liabilities. Earnout payments and settlements during the three and nine months ended September 30, 2017 of $10.3 and $11.6 million , respectively, were related to the Reggiani, Optitex, Rialco, and Shuttleworth contingent consideration liabilities. The primary inputs to the fair value measurement of contingent consideration liability are the discount rate and probability-adjusted revenue or earnings targets specified in the acquisition agreements. Accordingly, we reviewed the sensitivity of the fair value measurement to changes in these inputs. We assessed the probability of achieving the revenue and profitability performance targets for contingent consideration associated with each acquisition at percentage levels between 50% and 100% as of each respective acquisition date based on an assessment of the historical performance of each acquired entity, our current expectations of future performance, and other relevant factors. A change in probability-adjusted revenue of five percentage points from the level assumed in the current valuations would result in an increase in the fair value of contingent consideration of $1.8 million or a decrease of $1.2 million . A change in the discount rate of one percentage point would result in an increase in the fair value of contingent consideration of $0.2 million or a decrease of $0.2 million . The potential undiscounted amount of contingent consideration that we could be required to pay related to our business acquisitions, assuming all remaining earnout payments were maximized, would be $11.4 million above amounts currently accrued as of September 30, 2018 . Fair Value of Derivative Instruments We utilize the income approach to measure the fair value of our derivative assets and liabilities. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates, and forward prices, and are therefore classified as Level 2 measurements. The notional amount of our derivative assets and liabilities was $209.9 and $239.4 million as of September 30, 2018 and December 31, 2017 , respectively. Fair Value of Convertible Senior Notes In September 2014, we issued $345 million aggregate principal amount of our Notes. The Notes are carried at their original issuance value, net of unamortized debt discount, and are not marked to market each period. The fair value of the Notes as of September 30, 2018 was approximately $340.7 million and was classified as a Level 2 fair value measurement. Fair value was estimated based upon actual quotations obtained at the end of the reporting period or the most recent date available. The market value of our Notes can be in excess of the outstanding principal amount due to the conversion premium. |