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Financial Instruments
12 Months Ended
Dec. 31, 2011
Financial Instruments  
Financial Instruments

 

(15) Financial Instruments

Fair Value

        The carrying amounts of cash and cash equivalents, short-term investments, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.

        The fair value of the Company's 5.47% senior notes due 2013, 5.85% senior notes due 2016 and 5.05% senior notes due 2020 is based on quoted market prices of similar notes (level 2). The fair value of the Company's variable rate debt approximates its carrying value. The carrying amount and the estimated fair market value of the Company's long-term debt, including the current portion, are as follows:

 
  December 31,  
 
  2011   2010  
 
  (in millions)
 

Carrying amount

  $ 399.4   $ 378.7  

Estimated fair value

  $ 440.5   $ 407.5  

Financial Instruments

        The Company measures certain financial assets and liabilities at fair value on a recurring basis, including foreign currency derivatives, deferred compensation plan assets and related liability. There are no cash flow hedges as of December 31, 2011. The fair value of these certain financial assets and liabilities were determined using the following inputs at December 31, 2011 and 2010:

 
  Fair Value Measurements at December 31, 2011 Using:  
 
   
  Quoted Prices in Active
Markets for Identical
Assets
  Significant Other
Observable
Inputs
  Significant
Unobservable
Inputs
 
 
  Total   (Level 1)   (Level 2)   (Level 3)  
 
  (in millions)
 

Assets

                         

Plan asset for deferred compensation(1)

  $ 4.0   $ 4.0   $   $  
                   

Total assets

  $ 4.0   $ 4.0   $   $  
                   

Liabilities

                         

Plan liability for deferred compensation(2)

  $ 4.0   $ 4.0   $   $  

Contingent consideration(2)

    1.1             1.1  
                   

Total liabilities

  $ 5.1   $ 4.0   $   $ 1.1  
                   

 

 
  Fair Value Measurements at December 31, 2010 Using:  
 
   
  Quoted Prices in Active
Markets for Identical
Assets
  Significant Other
Observable
Inputs
  Significant
Unobservable
Inputs
 
 
  Total   (Level 1)   (Level 2)   (Level 3)  
 
  (in millions)
 

Assets

                         

Plan asset for deferred compensation(1)

  $ 3.7   $ 3.7   $   $  
                   

Total assets

  $ 3.7   $ 3.7   $   $  
                   

Liabilities

                         

Plan liability for deferred compensation(2)

  $ 3.7   $ 3.7   $   $  

Contingent consideration(2)

    1.9             1.9  
                   

Total liabilities

  $ 5.6   $ 3.7   $   $ 1.9  
                   

(1)
Included in other, net on the Company's consolidated balance sheet.

(2)
Included in other noncurrent liabilities on the Company's consolidated balance sheet.

        The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period December 31, 2010 to December 31, 2011.

 
   
   
  Total realized and
unrealized gains
(losses) included in:
   
 
 
  Balance
December 31,
2010
  Purchases,
sales,
settlements, net
  Earnings   Comprehensive
income
  Balance
December 31,
2011
 
 
  (in millions)
 

Contingent consideration

  $ 1.9   $   $ (0.8 ) $   $ 1.1  

        As discussed in Note 5, in 2010 a contingent liability of $1.9 million was recognized as an estimate of the acquisition date fair value of the contingent consideration in the BRAE acquisition. This liability was classified as Level 3 under the fair value hierarchy as it was based on the weighted probability of achievement of a future performance metric as of the date of the acquisition, which was not observable in the market. During the year ended December 31, 2011, the estimate of the fair value of the contingent consideration was reduced to $1.1 million based on the revised probability of achievement of the future performance metric. The gain resulting from the decrease in the contingent liability was classified in operating earnings as restructuring and other charges, net.

        At December 31, 2009, the Company had short term investments of $6.5 million in auction rate securities (ARS). The Company elected to participate in a settlement offer from UBS AB (UBS) for all of its outstanding ARS investments. Under the terms of the settlement offer, the Company was issued rights by UBS entitling the Company to require UBS to purchase the underlying ARS at par value during the period from June 30, 2010, through July 2, 2012. The Company elected to exercise this right and, on July 1, 2010 received $6.3 million from UBS in settlement of all outstanding ARS investments.

        Short-term investment securities as of December 31, 2011 consist of a certificate of deposit with a remaining maturity of greater than three months at the date of purchase, for which the carrying amount is a reasonable estimate of fair value.

        Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase and consist primarily of certificates of deposit and money market funds, for which the carrying amount is a reasonable estimate of fair value.

        The Company uses financial instruments from time to time to enhance its ability to manage risk, including foreign currency and commodity pricing exposures, which exist as part of its ongoing business operations. The use of derivatives exposes the Company to counterparty credit risk for nonperformance and to market risk related to changes in currency exchange rates and commodity prices. The Company manages its exposure to counterparty credit risk through diversification of counterparties. The Company's counterparties in derivative transactions are substantial commercial banks with significant experience using such derivative instruments. The impact of market risk on the fair value and cash flows of the Company's derivative instruments is monitored and the Company restricts the use of derivative financial instruments to hedging activities. The Company does not enter into contracts for trading purposes nor does the Company enter into any contracts for speculative purposes. The use of derivative instruments is approved by senior management under written guidelines.

        The Company has exposure to a number of foreign currency rates, including the Canadian Dollar, the Euro, the Chinese Yuan and the British Pound. To manage this risk, the Company generally uses a layering methodology whereby at the end of any quarter, the Company has generally entered into forward exchange contracts which hedge approximately 50% of the projected intercompany purchase transactions for the next twelve months. The Company primarily uses this strategy for the purchases between Canada and the U.S. The average volume of contracts can vary but generally approximates $9 to $15 million in open contracts at the end of any given quarter. At December 31, 2011, the Company had contracts for notional amounts aggregating approximately $9.0 million. The Company accounts for the forward exchange contracts as an economic hedge. Realized and unrealized gains and losses on the contracts are recognized in other (income) expense in the consolidated statement of operations. These contracts do not subject the Company to significant market risk from exchange movement because they offset gains and losses on the related foreign currency denominated transactions. In 2008, the Company entered into a series of copper swaps to fix the price per pound for copper from October 2008 through September 2009 for 1 million pounds to be delivered over 12 months for one customer. The Company determined that these copper swaps did not qualify for hedge accounting and accounted for these financial instruments as an economic hedge. Therefore, any changes in the fair value of the copper swaps were recorded immediately in the consolidated statement of operations. The Company does not enter into swap or forward contracts for speculative purposes. As of December 31, 2011 and 2010, the Company had no outstanding swaps.

        The Company recorded income (loss) of approximately $0.6 million, $0.5 million and ($0.8) million in 2011, 2010 and 2009, respectively to other (income) expense in the consolidated statement of operations from the impact of derivative instruments.

Leases

        The Company leases certain manufacturing facilities, sales offices, warehouses, and equipment. Generally, the leases carry renewal provisions and require the Company to pay maintenance costs. Future minimum lease payments under capital leases and non-cancelable operating leases as of December 31, 2011 are as follows:

 
  Capital Leases   Operating Leases  
 
  (in millions)
 

2012

  $ 1.4   $ 9.3  

2013

    1.3     7.6  

2014

    1.3     5.8  

2015

    1.3     3.6  

2016

    1.3     1.2  

Thereafter

    5.0     3.1  
           

Total

  $ 11.6   $ 30.6  
             

Less amount representing interest (at rates ranging from 4.2% to 8.7%)

    1.4        
             

Present value of net minimum capital lease payments

    10.2        

Less current installments of obligations under capital leases

    1.1        
             

Obligations under capital leases, excluding installments

  $ 9.1        
             

        Carrying amounts of assets under capital lease include:

 
  December 31,  
 
  2011   2010  
 
  (in millions)
 

Buildings

  $ 16.5   $ 17.0  

Machinery and equipment

    2.1     1.7  
           

 

    18.6     18.7  

Less accumulated depreciation

    (4.8 )   (3.7 )
           

 

  $ 13.8   $ 15.0