NOTE 10 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The Company uses derivatives from time to time to partially mitigate the effect of exposure to interest rate movements, exposure to currency fluctuations and energy cost fluctuations. Under ASC 815, “Derivatives and Hedging”, all derivatives are to be recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in the fair value of derivatives are recognized in either net income or in other comprehensive income, depending on the designated purpose of the derivative.

While the Company may be exposed to credit losses in the event of nonperformance by the counterparties to its derivative financial instrument contracts, its counterparties are established banks and financial institutions with high credit ratings. The Company has no reason to believe that such counterparties will not be able to fully satisfy their obligations under these contracts.

During the next twelve months, the Company expects to reclassify into earnings a net loss from accumulated other comprehensive income of approximately $0.5 million after tax at the time the underlying hedge transactions are realized.

ASC 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements for financial and non-financial assets and liabilities. Additionally, this guidance established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair values are as follows:

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Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets and liabilities.

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Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities.

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Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Recurring Fair Value Measurements

The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of January 31, 2013 (Dollars in millions):


	Fair Value Measurement										Balance sheet
	Level 1		Level 2			Level 3		Total			Location
Interest rate derivatives	$	—	$	(1.2	)	$	—	$	(1.2	)	Other long-term liabilities
Foreign exchange hedges		—		1.8			—		1.8		Other current assets
Foreign exchange hedges		—		(2.7	)		—		(2.7	)	Other current liabilities
Energy hedges		—		—			—		—		Other current liabilities

Total*	$	—	$	(2.1	)	$	—	$	(2.1	)

*	The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of January 31, 2013 approximate their fair values because of the short-term nature of these items and are not included in this table.

Interest Rate Derivatives

The Company has interest rate swap agreements with maturities through 2014. These interest rate swap agreements are used to manage the Company’s fixed and floating rate debt mix. The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which were based on interest received monthly from the counterparties based upon the LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on these derivative instruments is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately.

The Company has two interest rate derivatives, both of which were entered into during the first quarter of 2012 (floating to fixed swap agreements designated as cash flow hedges) with a total notional amount of $150 million. Under these swap agreements, the Company receives interest based upon a variable interest rate from the counterparties (weighted average of 0.21% as of January 31, 2013 and 0.21% as of October 31, 2012) and pays interest based upon a fixed interest rate (weighted average of 0.75% as of January 31, 2013 and 0.75% as of October 31, 2012). Losses reclassified to earnings under these contracts (both those that existed as of October 31, 2011 and those entered into in the first quarter 2012) were $0.2 million and $0.4 million for the three months ended January 31, 2013 and 2012, respectively. These losses were recorded within the consolidated statement of operations as interest expense, net. The fair value of these contracts resulted in (gains) losses of ($0.4) million and $0.6 million recorded in accumulated other comprehensive income as of January 31, 2013 and 2012, respectively.

Foreign Exchange Hedges

The Company conducts business in major international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency revenues and expenses.

As of January 31, 2013, the Company had outstanding foreign currency forward contracts in the notional amount of $183.5 million ($233.2 million as of October 31, 2012). At January 31, 2013, these derivative instruments were designated and qualified as fair value hedges. During 31, 2012, some derivative instruments were designated and qualified as cash flow hedges. Accordingly, the effective portion of the gain or loss on these derivative instruments was previously reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affected earnings. The ineffective portion of the gain or loss on the derivative instrument was previously recognized in earnings immediately. Adjustments to fair value for fair value hedges are recognized in earnings, offsetting the impact of the hedged item. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally foreign exchange futures contracts. Gains (losses) recorded under fair value contracts were ($1.7) million and $1.5 million for the three months ended January 31, 2013 and 2012; respectively. Gains reclassified to earnings for hedging contracts qualifying as cash flow hedges were $0.1 million for the three months ended January 31, 2012. These gains and losses were recorded within the consolidated statement of operations as other (income) expense, net. The fair value of these contracts resulted in losses of 0.4 million and immaterial losses recorded in other comprehensive income as of January 31, 2012 and October 31, 2012, respectively.

Energy Hedges

The Company is exposed to changes in the price of certain commodities. The Company’s objective is to reduce volatility associated with forecasted purchases of these commodities to allow management of the Company to focus its attention on business operations. Accordingly, the Company may enter into derivative contracts to manage the price risk associated with certain of these forecasted purchases.

From time to time, the Company has entered into certain cash flow agreements to mitigate its exposure to cost fluctuations in natural gas prices. Under these hedge agreements, the Company agreed to purchase natural gas at a fixed price. There were no energy hedges in effect as of January 31, 2013 or October 31, 2012. These derivative instruments were previously designated and qualified as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument was previously reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affected earnings. The ineffective portion of the gain or loss on the derivative instrument was previously recognized in earnings immediately. The assumptions used in measuring fair value of energy hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally commodity futures contracts. Losses reclassified to earnings under these contracts were $0.2 million for the three months ended January 31, 2012. These losses were recorded within the consolidated statement of operations as cost of products sold. The fair value of these contracts resulted in (gains) of ($1.0) million recorded in accumulated other comprehensive income as of January 31, 2012.

Other financial instruments

The estimated fair value of the Company’s 2017 Senior Notes are $328.1 million and $330.8 million compared to the carrying amounts of $302.2 million and $302.3 million as of January 31, 2013, and October 31, 2012, respectively. The estimated fair value of the Company’s 2019 Senior Notes are $292.5 million and $286.9 million compared to the carrying amounts of $243.8 million and $243.6 million as of January 31, 2013, and October 31, 2012, respectively. The estimated fair value of the Company’s 2021 Senior Notes are $305.0 million and $283.4 million compared to the carrying amounts of $266.2 million and $256.0 million as of January 31, 2013, and October 31, 2012, respectively. The fair values of the Company’s Amended Credit Agreement, the United States Trade Accounts Receivable Credit Facility and the other long-term debt does not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities.

Non Recurring Fair Value Measurements

Long-Lived Assets

As part of the Company’s restructuring plans, the Company may close manufacturing facilities. The assumptions used in measuring fair value of long-lived assets are considered level 2 inputs which were valued based on bids received from third parties, recent purchase offers and market comparables. The Company recorded restructuring-related expenses for the three month period ended January 31, 2013 and 2012 of $0.1 million and $1.8 million, respectively, on long lived assets with net book values of $0.1 million and $1.9 million, respectively.

Net Assets Held for Sale

The assumptions used in measuring fair value of net assets held for sale are considered level 2 inputs which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers. As of January 31, 2013 and October 31, 2012 the Company had not recognized impairment related to net assets held for sale.

Goodwill and Long Lived Intangible Assets

On an annual basis or whenever events or circumstances indicate impairment may have occurred, the Company performs impairment tests for goodwill and intangibles as defined under ASC 350, “Intangibles-Goodwill and Other.” The Company concluded that no impairment existed as of January 31, 2013.

Pension Plan Assets

On an annual basis the Company compares the asset holdings of the pension plan to targets established by the Company. The pension plan assets are categorized as either equity securities, debt securities, or other assets, which are considered level 1, level 2 and level 3 fair value measurements. The typical asset holdings include:

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Mutual funds: Valued at the Net Asset Value “NAV” available daily in an observable market.

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Common collective trusts: Unit value calculated based on the observable NAV of the underlying investment.

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Pooled separate accounts: Unit value calculated based on the observable NAV of the underlying investment.

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Common collective trusts: invest in an array of fixed income, debt and equity securities with various growth and preservation strategies. The trusts invest in long term bonds and large and small capital stock.

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Government and corporate debt securities: Valued based on readily available inputs such as yield or price of bonds of comparable quality, coupon, maturity and type.

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Insurance Annuity: Value is derived based on the value of the corresponding liability.