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Fair Value
12 Months Ended
Dec. 31, 2014
Fair Value  
Fair Value

(16)   Fair Value

        Fair value is 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. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value 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 whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

        There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring basis. Except as previously discussed in Note 10, there were no transfers between the three levels of the fair value hierarchy for the periods presented.

        The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

Derivative Financial Instruments

        Our financial derivative assets and liabilities include FX forward contracts, FX embedded derivatives and commodity contracts, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

        As of December 31, 2014, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties' credit risks.

Investments in Equity Securities

        During 2014, we sold all our previously owned available-for-sale securities, which included equity investments traded in active international markets. These securities were measured at fair value using closing stock prices from active markets and were classified within Level 1 of the valuation hierarchy. These assets had a fair market value of $3.0 at December 31, 2013, and were sold for cash proceeds of $6.7 in 2014.

        Certain of our investments in equity securities that are not readily marketable are accounted for under the fair value option and are classified as Level 3 assets in the fair value hierarchy, with such values determined by multidimensional pricing models. These models consider market activity based on modeling of securities with similar credit quality, duration, yield and structure. A variety of inputs are used, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spread and reference data including market research publications. Market indicators, industry and economic events are also considered. We have not made any adjustments to the inputs obtained from the independent sources. At December 31, 2014 and 2013, these assets had a fair value of $7.4 and $1.4, respectively, which are estimated using various valuation models, including the Monte Carlo simulation model.

        Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2014:

                                                                                                                                                                                    

 

 

Fair Value Measurements
Using

 

 

 

Level 1

 

Level 2

 

Level 3

 

Other current assets — FX embedded derivatives

 

$

 

$

5.1 

 

$

 

Other assets — FX embedded derivatives and investment in equity securities

 

 

 

 

1.2 

 

 

7.4 

 

Accrued expenses — FX forward contracts, FX embedded derivatives and commodity contracts

 

 

 

 

10.6 

 

 

 

Other long-term liabilities — FX embedded derivatives and FX forward contracts

 

 

 

 

1.0 

 

 

 

        Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2013:

                                                                                                                                                                                    

 

 

Fair Value Measurements
Using

 

 

 

Level 1

 

Level 2

 

Level 3

 

Other current assets — FX embedded derivatives, FX forward contracts and commodity contracts

 

$

 

$

2.0 

 

$

 

Other assets — Investments in equity securities

 

 

3.0 

 

 

 

 

1.4 

 

Accrued expenses — FX forward contracts and FX embedded derivatives

 

 

 

 

6.8 

 

 

 

Other long-term liabilities — FX embedded derivatives

 

 

 

 

2.1 

 

 

 

        The table below presents a reconciliation of our investment in equity securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2014 and 2013, including net unrealized gains (losses) recorded to "Other income (expense), net."

                                                                                                                                                                                    

 

 

Reconciliation of
Equity Securities
using Significant
Unobservable Inputs
(Level 3)

 

Balance at December 31, 2012

 

$

7.5

 

Cash consideration received and other

 

 

(5.2

)

Unrealized losses recorded to earnings

 

 

(0.9

)

​  

​  

Balance at December 31, 2013

 

 

1.4

 

Unrealized gains recorded to earnings

 

 

6.0

 

​  

​  

Balance at December 31, 2014

 

$

7.4

 

​  

​  

​  

​  

​  

Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets

        Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the instrument be recorded at its fair value. As of December 31, 2014, and with the exception of the impairment charges noted below, we did not have any significant non-financial assets or liabilities that are required to be measured at fair value on a recurring or non-recurring basis.

        During 2014 and 2013, we recorded impairment charges of $20.1 and $6.7, respectively, related to the trademarks of certain businesses within our Flow Technology and Thermal Equipment and Services reportable segments as we determined that the fair values of the trademarks were less than the carrying values. The fair values of the trademarks were determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflected current market conditions (unobservable inputs — Level 3).

        In addition, during 2014 we recorded an impairment charge of $18.0 related to our Cooling reporting unit's investment in the Shanghai Electric JV as we determined that the fair value of the investment was less than its carrying value. The fair value of the investment was based upon weighting the income and market approaches, utilizing estimated cash flows and a terminal value discounted at a rate of return that reflects the relative risk of the cash flows (unobservable inputs — Level 3).

        During 2012, we determined that the fair value of our Cooling reporting unit was less than the carrying value of its net assets (see Note 8). The fair value of our Cooling reporting unit was based upon weighting the income and market approaches, utilizing estimated cash flows and a terminal value discounted at a rate of return that reflects the relative risk of the cash flows, as well as valuation multiples derived from comparable publically-traded companies that were applied to the historical and projected operating results of the Cooling reporting unit (unobservable inputs — Level 3). We then allocated the fair value to the assets and liabilities of Cooling, which resulted in an implied value for the reporting unit's goodwill. Based on such implied value, we recorded an impairment charge related to Cooling's goodwill of $270.4. In addition, we recorded an impairment charge related to other long-term assets at Cooling of $11.0. Lastly, we recorded impairment charges of $4.5 related to trademarks for two other businesses within our Thermal Equipment and Services reportable segment. The fair values of the trademarks were determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflected current market conditions (unobservable inputs — Level 3).

Indebtedness and Other

        The estimated fair values of other financial liabilities (excluding capital leases) not measured at fair value on a recurring basis as of December 31, 2014 and 2013 were as follows:

                                                                                                                                                                                    

 

 

December 31, 2014

 

December 31, 2013

 

 

 

Carrying Amount

 

Fair Value

 

Carrying Amount

 

Fair Value

 

Senior notes

 

$

600.0 

 

$

665.3 

 

$

1,100.0 

 

$

1,214.3 

 

Term loan

 

 

575.0 

 

 

575.0 

 

 

475.0 

 

 

475.0 

 

Other indebtedness

 

 

181.1 

 

 

181.1 

 

 

27.6 

 

 

27.6 

 

        The following methods and assumptions were used in estimating the fair value of these financial instruments:

The fair values of the senior notes and term loan were determined using Level 2 inputs within the fair value hierarchy and were based on quoted market prices for the same or similar instruments or on current rates offered to us for debt with similar maturities, subordination and credit default expectations.

The fair value of our other indebtedness approximates carrying value due primarily to the short-term nature of these instruments.

        The carrying amounts of cash and equivalents and receivables reported in our consolidated balance sheets approximate fair value due to the short maturity of those instruments.