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Basis of Presentation
6 Months Ended
Jun. 30, 2016
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
Basis of Presentation
These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's 2015 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted. The preparation of the condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared on the basis of the most current and best available information, but actual results could differ materially from those estimates. Intercompany transactions have been eliminated in the condensed consolidated financial statements. Where the presentation of these intercompany eliminations differs between the consolidated and reportable segment financial statements, reconciliations of certain line items are provided. The results of operations of acquired companies are included in the Company’s results from the closing date of the acquisition and forward.
Fair Value Measurements
FASB ASC Topic 820, "Fair Value Measurements and Disclosures," defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy:
Level 1—Quoted prices for identical instruments in active markets;
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.
The aggregate net fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of June 30, 2016 and December 31, 2015, respectively. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments since they are short-term in nature or are receivable or payable on demand. The fair value of the asset financing arrangements ("Asset Financing") approximates carrying value since the debt is primarily issued at a floating rate, may be prepaid any time at par without penalty and the remaining life is short-term in nature.
Cash equivalents consist of short-term interest-bearing instruments (primarily certificates of deposit and money market funds) with maturities of three months or less at the date of purchase. The carrying amounts for money market funds are a reasonable estimate of fair value and quoted market prices are available, and accordingly, are classified as Level 1 instruments. Commercial paper and certificates of deposit are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments. The fair value of the Company's Senior Notes due 2022, Senior Notes due 2021, Senior Notes due 2019, Senior Notes due 2018 (collectively described as the “Senior Notes” when referring to the Senior Notes due 2022, Senior Notes due 2021, Senior Notes due 2019, and Senior Notes due 2018), Senior Debentures due 2034 (the “Senior Debentures”), and the 4.50% Convertible Senior Notes due October 1, 2017 (the “Convertible Notes”) was estimated using quoted market prices for identical instruments in active markets. The fair value of the Company's Term Loan Facility (the “Term Loan Facility”) and Euro private placement notes due 2020 (the “Euro Private Placement Notes”) was estimated using inputs that are readily available market inputs for long-term debt with similar terms and maturities. The Company's derivative instruments include over-the-counter derivatives that are primarily valued using models that rely on observable market inputs, such as currency exchange rates and yield curves. For additional information refer to Note 11—Derivative Instruments.
The following table summarizes the carrying value and valuation of financial instruments within the fair value hierarchy:
 
June 30, 2016
(In millions)
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
Financial Assets:
 
 
 
 
 
 
 
Cash equivalents
$
136.7

 
$
136.7

 
$
30.1

 
$
106.6

Financial Liabilities:
 
 
 
 
 
 
 
Senior Notes due 2022
1,578.4

 
1,525.0

 
1,525.0

 

Senior Notes due 2021
547.8

 
524.6

 
524.6

 

Senior Notes due 2019
900.3

 
922.5

 
922.5

 

Senior Notes due 2018
267.7

 
271.8

 
271.8

 

Term loan facility
1,535.7

 
1,591.0

 

 
1,591.0

Senior Debentures due 2034
199.9

 
198.2

 
198.2

 

Convertible senior notes
45.7

 
80.3

 
80.3

 

Euro private placement notes due 2020
14.6

 
14.6

 

 
14.6

 
 
 
 
 
 
 
 
 
December 31, 2015
(In millions)
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
Financial Assets:
 
 
 
 
 
 
 
Cash equivalents
$
83.2

 
$
83.2

 
$
9.1

 
$
74.1

Financial Liabilities:
 
 
 
 
 
 
 
Senior Notes due 2022
1,577.0

 
1,479.8

 
1,479.8

 

Senior Notes due 2021
536.6

 
507.5

 

 
507.5

Senior Notes due 2019
900.4

 
920.3

 
920.3

 

Senior Notes due 2018
268.2

 
271.0

 

 
271.0

Term loan facility
1,540.3

 
1,590.0

 

 
1,590.0

Senior Debentures due 2034
199.0

 
201.0

 

 
201.0

Convertible senior notes
46.8

 
89.1

 
89.1

 

Euro private placement notes due 2020
14.5

 
13.9

 

 
13.9


New Accounting Standards
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers.” This ASU, codified in the "Revenue Recognition" topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for the first interim period within annual reporting periods beginning after December 15, 2016. This ASU can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. The Company is currently evaluating the method of application and the potential impact on the consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. The Company is currently evaluating the standard and the impact on the consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." This ASU clarifies the implementation guidance on principal versus agent considerations. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for the first interim period within annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the standard and the impact on the consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): "Improvements to Employee Share-based Payment Accounting." This ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, however early adoption is permitted. The Company is currently evaluating the standard and the impacts, if any, on the consolidated financial statements and related disclosures.