FAIR VALUE MEASUREMENT

6 Months Ended

Jun. 30, 2017

The Company records financial instruments at fair value with unrealized gains and losses related to certain financial instruments reflected in AOCI on the Consolidated Balance Sheets. In addition, the Company recognizes certain liabilities at fair value. The Company applies the market approach for recurring fair value measurements. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value of financial instruments is determined by reference to various market data and other valuation techniques as appropriate. The Company believes the carrying amounts of cash and cash equivalents, accounts receivable (net of allowance for doubtful accounts), prepaid expenses and other current assets, accounts payable, accrued liabilities, income taxes payable and notes payable approximate fair value due to the short-term nature of these instruments. The Company estimated the fair value and carrying value of total long-term debt, including the current portion, was $1,611.6 million and $1,597.3 million, respectively at June 30, 2017. At December 31, 2016, the Company estimated the fair value and carrying value, including the current portion, was $1,525.7 million and $1,522.2 million, respectively. The variable interest rate on the Japanese yen term loan is consistent with current market conditions, therefore the fair value approximates the loan’s carrying value.

The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2017 and December 31, 2016, which are classified as Cash and cash equivalents, Prepaid expenses and other current assets, net, Other noncurrent assets, net, Accrued liabilities, and Other noncurrent liabilities on the Consolidated Balance Sheets. Financial assets and liabilities that are recorded at fair value as of the balance sheet date are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.



	June 30, 2017
(in millions)	Total		Level 1		Level 2		Level 3

Assets
Foreign exchange forward contracts	$	6.7	$	—	$	6.7	$	—
Total assets	$	6.7	$	—	$	6.7	$	—

Liabilities
Interest rate swaps	$	0.4	$	—	$	0.4	$	—
Foreign exchange forward contracts	5.5		—		5.5		—
Contingent considerations on acquisitions	8.6		—		—		8.6
Total liabilities	$	14.5	$	—	$	5.9	$	8.6



	December 31, 2016
(in millions)	Total		Level 1		Level 2		Level 3

Assets
Foreign exchange forward contracts	$	14.7	$	—	$	14.7	$	—
Total assets	$	14.7	$	—	$	14.7	$	—

Liabilities
Interest rate swaps	$	0.5	$	—	$	0.5	$	—
Foreign exchange forward contracts	2.5		—		2.5		—
Contingent considerations on acquisitions	7.6		—		—		7.6
Total liabilities	$	10.6	$	—	$	3.0	$	7.6

Derivative valuations are based on observable inputs to the valuation model including interest rates, foreign currency exchange rates, future commodities prices and credit risks. The Company utilizes commodity contracts, interest rate swaps and foreign exchange forward contracts that are considered cash flow hedges. In addition, the Company at times employs forward exchange contracts that are considered hedges of net investment in foreign operations. Designated derivative instruments are further discussed in Note 10, Financial Instruments and Derivatives.

The Company’s Level 3 liabilities at June 30, 2017 and December 31, 2016 are related to earn-out obligations on prior acquisitions. The following table presents a reconciliation of the Company’s Level 3 holdings measured at fair value on a recurring basis using unobservable inputs:



	Earn-out
(in millions)	Obligations

Balance at December 31, 2016	$	7.6
Unrealized gain:
Reported in Other expense (income), net	0.4
Effect of exchange rate changes	0.6
Balance at June 30, 2017	$	8.6

For the six months ended June 30, 2017, there were no other purchases, issuances or transfers of Level 3 financial instruments.

- 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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