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FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2018

NOTE 16—FAIR VALUE MEASUREMENTS

Fair value of financial instruments

Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is available and significant to the fair value measurement. The three levels of the valuation hierarchy are as follows:

•

Level 1—inputs are based on quoted prices for identical instruments traded in active markets.

•

Level 2—inputs are based on quoted prices for similar instruments in active markets, quoted prices for similar or identical instruments in inactive markets and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

•

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar valuation techniques.

The following table presents the fair value of our financial instruments as of December 31, 2018 and 2017 that are (1) measured and reported at fair value in the Financial Statements on a recurring basis and (2) not measured at fair value on a recurring basis in the Financial Statements:

	December 31, 2018
	Carrying Amount			Fair Value			Level 1		Level 2			Level 3
	(In millions)
Measured at fair value on recurring basis
Forward contracts ⁽¹⁾	$	(39	)	$	(39	)	$	-	$	(39	)	$	-
Not measured at fair value on recurring basis
Debt and capital lease obligations ⁽²⁾		(3,633	)		(3,287	)		-		(3,197	)		(90	)

	December 31, 2017
	Carrying Amount			Fair Value			Level 1		Level 2			Level 3
	(In millions)
Measured at fair value on recurring basis
Forward contracts ⁽¹⁾	$	2		$	2		$	-	$	2		$	-
Not measured at fair value on recurring basis
Debt and capital lease obligations ⁽²⁾		(542	)		(558	)		-		(516	)		(42	)

⁽¹⁾

^{The fair value of forward contracts is classified as Level 2 within the fair value hierarchy and is valued using observable market parameters for similar instruments traded in active markets. Where quoted prices are not available, the income approach is used to value forward contracts. This approach discounts future cash flows based on current market expectations and credit risk.}

⁽²⁾

^{Our debt instruments are generally valued using a market approach based on quoted prices for similar instruments traded in active markets and are classified as Level 2 within the fair value hierarchy. Quoted prices were not available for the NO 105 construction financing, vendor equipment financing or capital leases. Therefore, these instruments were valued based on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms and are classified as Level 3 within the fair value hierarchy.}

The carrying amounts that we have reported for our other financial instruments, including cash and cash equivalents, restricted cash and cash equivalents, accounts receivables and accounts payable approximate their fair values due to the short maturity of those instruments.

Fair value of non-financial instruments

We evaluate the vessels in our fleet for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable. In such evaluations, the estimated future undiscounted cash flows generated by asset are compared with the carrying value to determine if a write-down may be required. If the undiscounted cash flow test is failed, we estimate the fair value of the asset and compare such estimated fair value to the carrying value of the asset to determine if there has been an impairment. The fair value measurement is based on inputs that are not observable in the market and thus represent level 3 inputs.

During the fourth quarter of 2018, indicators of impairment were present for two of our vessels, the Emerald Sea and the Thebaud Sea, and were primarily related to lower levels of planned future utilization. We determined the aggregate carrying value of these vessels ($77 million) was in excess of the estimated fair value ($19 million) and recorded a $58 million non-cash impairment. We determined the estimated fair value using a discounted cash flow method.

In 2016, we impaired the following assets:

•

Intermac 600, a launch cargo barge, given the lack of opportunities for that vessel. We wrote off the deferred drydock costs associated with the vessel and recognized a non-cash impairment charge of $11 million.

•

A group of certain underutilized marine assets that would not be used in a manner consistent with management’s original intent. We recognized a $12 million non-cash impairment charge, representing a difference between the $22 million aggregate carrying value and the $10 million estimated fair value of those assets.

•

Agile vessel upon termination of its then current charter in May 2016, given the lack of opportunities for that vessel. We recognized a non-cash impairment charge of $32 million, which represented the vessel’s carrying value.

Impairment charges for 2018 and 2016 were recorded in our Corporate segment.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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