Fair value is defined 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” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that may differ from the transaction price or market price of the asset or liability.

Under U.S. GAAP, the fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value. Fair value measurements should maximize the use of observable inputs and minimize the use of unobservable inputs, where possible. Observable inputs are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs may be needed to measure fair value in situations where there is little or no market activity for the asset or liability at the measurement date and are developed based on the best information available in the circumstances, which could include the reporting entity’s own judgments about the assumptions market participants would utilize in pricing the asset or liability.

The CCLP Preferred Units were valued using a lattice modeling technique that, among a number of lattice structures, included significant unobservable items (a Level 3 fair value measurement). These unobservable items included (i) the volatility of the trading price of CCLP's common units compared to a volatility analysis of equity prices of CCLP's comparable peer companies, (ii) a yield analysis that utilized market information related to the debt yields of comparable peer companies, and (iii) a future conversion price analysis. The fair valuation of the CCLP Preferred Units liability increased by, among other factors, projected increases in CCLP's common unit price and by increases in the volatility and decreases in the debt yields of CCLP's comparable peer companies. Increases (or decreases) in the fair value of CCLP Preferred Units increased (decreased) the associated liability

The Warrants are valued by using a Black Scholes option valuation model that includes implied volatility of the trading price (a Level 3 fair value measurement). The fair value of the Warrants liability is increased by, among other factors, increases in our common stock price, and by increases in the volatility of our common stock price. Increases (or decreases) in the fair value of the Warrants will increase (decrease) the associated liability and result in future adjustments to earnings for the associated valuation losses (gains).

The February 2018 acquisition of SwiftWater resulted in a contingent purchase price consideration that was payable in two tranches based on 2018 and 2019 results. During the year ended 2019, the sellers received a payment of $10.0 million based on 2018 performance. Changes to the estimated contingent purchase price consideration for performance during 2019 resulted in $1.0 million being credited to other (income) expense, net, during the year ended December 31, 2019. Also during the year ended December 31, 2019, in accordance with the December 2018 purchase of JRGO, the sellers were paid contingent consideration of $1.4 million based on performance during the fourth quarter of 2018. As of December 31, 2019, there are no remaining contingent purchase price consideration liabilities for either acquisition.

We are exposed to financial and market risks that affect our businesses. We have concentrations of credit risk as a result of trade receivables owed to us by companies in the energy industry. We have currency exchange rate risk exposure related to transactions denominated in foreign currencies as well as to investments in certain of our international operations. As a result of our variable rate debt facilities, we face market risk exposure related to changes in applicable interest rates. Our financial risk management activities may at times involve, among other measures, the use of derivative financial instruments, such as swap and collar agreements, to hedge the impact of market price risk exposures.

We and CCLP each enter into short term foreign currency forward derivative contracts with third parties as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. As of December 31, 2019, we and CCLP had the following foreign currency derivative contracts outstanding relating to portions of our foreign operations:



Derivative Contracts	U.S. Dollar Notional Amount		Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase euro	$	9,587	1.13	3/19/2020
Forward purchase euro	$	8,568	1.11	1/17/2020
Forward sale Mexican peso	$	8,656	19.06	1/17/2020



Derivative Contracts	US Dollar Notional Amount		Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase euro	$	3,571	1.18	3/15/2019
Forward purchase euro	$	3,585	1.18	3/15/2019
Forward sale euro	$	1,930	1.14	1/17/2019
Forward purchase pounds sterling	$	948	1.26	1/17/2019
Forward sale Canadian dollar	$	5,942	1.35	1/17/2019
Forward purchase Mexican peso	$	1,086	20.25	1/17/2019
Forward sale Norwegian krone	$	975	8.72	1/17/2019
Forward sale Mexican peso	$	4,783	20.07	1/17/2019

Under this program, we and CCLP may enter into similar derivative contracts from time to time. Although contracts pursuant to this program will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period.



Foreign currency derivative instruments	Balance Sheet Location	Fair Value at December 31, 2019			Fair Value at December 31, 2018
		(In Thousands)
Forward purchase contracts	Current assets	$	86		$	41
Forward sale contracts	Current assets	—			76
Forward sale contracts	Current liabilities	(53		)	(126		)
Forward purchase contracts	Current liabilities	(3		)	(168		)
Total		$	30		$	(177	)

None of the foreign currency derivative contracts contain credit risk related contingent features that would require us to post assets or collateral for contracts that are classified as liabilities. During the year ended December 31, 2019, 2018, and 2017, we recognized approximately $2.3 million, $(0.4) million and $(1.3) million of net (gains) losses, respectively, reflected in other (income) expense, net, associated with our foreign currency derivative program.



				Fair Value Measurements Using
	Total as of			Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	Dec 31, 2019			(Level 1)		(Level 2)			(Level 3)
	(In Thousands)
Warrants liability	$	(449	)	$	—	$	—		$	(449	)
Asset for foreign currency derivative contracts	86			—		86			—
Liability for foreign currency derivative contracts	(56		)	—		(56		)	—
Total	$	(419	)



				Fair Value Measurements Using
	Total as of			Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	Dec 31, 2018			(Level 1)		(Level 2)			(Level 3)
	(In Thousands)
CCLP Series A Preferred Units	$	(27,019	)	$	—	$	—		$	(27,019	)
Warrants liability	(2,073		)	—		—			(2,073		)
Asset for foreign currency derivative contracts	117			—		117			—
Liability for foreign currency derivative contracts	(294		)	—		(294		)	—
Acquisition contingent consideration liability	(12,452		)	—		—			(12,452		)
Total	$	(41,721	)

During 2019, our Completion Fluids & Products, Water & Flowback Services and Compression Divisions each recorded certain long-lived tangible asset impairments. The Completion Fluids & Products Division recorded an impairment of $91.6 million related to our El Dorado, Arkansas calcium chloride production plant facility assets primarily due to a reduction in the cost of raw materials for certain of our other chemical production plants, following the execution of a long-term raw material supply agreement during the fourth quarter of 2019. Also in 2019, our Water & Flowback Services Division recorded goodwill impairment of $25.8 million. During 2018, our Water & Flowback Services Division recorded certain long-lived asset impairments, primarily related to an identified intangible asset. The fair values used in these impairment calculations were estimated based on discounted estimated future cash flows or a fair value in-exchange assumption, which are based on significant unobservable inputs (Level 3) in accordance with the fair value hierarchy. For further discussion, see Note 5 - Impairments and Other Charges. A summary of these nonrecurring fair value measurements during the year ended December 31, 2019, using the fair value hierarchy, is as follows:



			Fair Value Measurements Using
Description	Fair Value		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Year-to-Date Impairment Losses
	(In Thousands)
Completion Fluids & Products production facility	$	9,459	$	—	$	—	$	9,459	$	91,606
Water & Flowback Services goodwill	—		—		—		—		25,784
Water & Flowback Services equipment	—		—		—		—		284
Total	$	9,459							$	117,674



			Fair Value Measurements Using
Description	Fair Value		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Year-to-Date Impairment Losses
	(In Thousands)
Water & Flowback Services intangible assets	$	—	$	—	$	—	$	—	$	2,940
Total	$	—							$	2,940