Fair Value Measurements

6 Months Ended

Jun. 30, 2015

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. The fair value accounting rules establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:


•	Level 1. Observable inputs such as quoted prices in active markets;


•	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and


•	Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of three valuation techniques as follows:


(a)	Market Approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.


(b)	Cost Approach. Amount that would be required to replace the service capacity of an asset (replacement cost).


(c)	Income Approach. Techniques to convert expected future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, long-term debt and various derivative instruments. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term nature of these instruments. The following tables provide additional information relating to other financial instruments measured at fair value on a recurring basis (in thousands):



	Fair Value Measurements at June 30, 2015 Using
	Level 1		Level 2 ⁽¹⁾		Level 3		Total		Valuation Technique
Assets:
Interest rate swaps	$	—	$	905	$	—	$	905	(c)

Liabilities:
Foreign exchange contracts	—		54,460		—		54,460		(c)
Interest rate swaps	—		2,440		—		2,440		(c)
Total net liability	$	—	$	55,995	$	—	$	55,995



	Fair Value Measurements at December 31, 2014 Using
	Level 1		Level 2 ⁽¹⁾		Level 3		Total		Valuation Technique
Assets:
Interest rate swaps	$	—	$	369	$	—	$	369	(c)

Liabilities:
Foreign exchange contracts	—		50,428		—		50,428		(c)
Interest rate swaps	—		561		—		561		(c)
Total net liability	$	—	$	50,620	$	—	$	50,620

(1)

Unless otherwise indicated, the fair value of our Level 2 derivative instruments reflects our best estimate and is based upon exchange or over-the-counter quotations whenever they are available. Quoted valuations may not be available due to location differences or terms that extend beyond the period for which quotations are available. Where quotes are not available, we utilize other valuation techniques or models to estimate market values. These modeling techniques require us to make estimations of future prices, price correlation and market volatility and liquidity based on market data. Our actual results may differ from our estimates, and these differences could be positive or negative. See Note 14 for further discussion on fair value of our derivative instruments.

The fair value of our long-term debt is as follows (in thousands):



	June 30, 2015				December 31, 2014
	Carrying Value		Fair Value ⁽²⁾		Carrying Value		Fair Value ⁽²⁾

Term Loan (matures June 2018)	$	270,000	$	265,106	$	277,500	$	270,563
Nordea Term Loan (matures April 2020)	250,000		242,031		—		—
MARAD Debt (matures February 2027)	92,004		103,494		94,792		104,830
2032 Notes (mature March 2032) ⁽¹⁾	200,000		191,624		200,000		222,900
Total debt	$	812,004	$	802,255	$	572,292	$	598,293


(1)	Carrying amount excludes the related unamortized debt discount of $18.0 million at June 30, 2015 and $20.9 million at December 31, 2014.

(2)

The estimated fair value of the 2032 Notes was determined using Level 1 inputs using the market approach. The fair value of the Term Loan, the Nordea Term Loan and the MARAD Debt was estimated using Level 2 fair value inputs under the market approach. The fair value of the Term Loan, the Nordea Term Loan and the MARAD Debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms

- 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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