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FAIR VALUE

12 Months Ended

Dec. 31, 2021

Authoritative guidelines require the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

•Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

•Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

•Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

As of December 31, 2021, the fair values of our financial assets and liabilities were categorized as follows:


	Total		Level 1		Level 2		Level 3
Assets
Investment in equity securities (1)	$	9,006	$	9,006	$	—	$	—
Foreign exchange contracts (2)	331		—		331		—
Cross currency swap contract (2)	511		—		511		—
Total assets at fair value	$	9,848	$	9,006	$	842	$	—
Liabilities
Foreign exchange contracts (2)	$	221	$	—	$	221	$	—

Contingent consideration obligation	33,908		—		—		33,908
Total liabilities at fair value	$	34,129	$	—	$	221	$	33,908

As of December 31, 2020, the fair values of our financial assets and liabilities were categorized as follows:


	Total		Level 1		Level 2		Level 3
Assets

Foreign exchange contracts (2)	$	322	$	—	$	322	$	—
Cross currency swap contract (2)	—		—		—		—
Total assets at fair value	$	322	$	—	$	322	$	—
Liabilities
Foreign exchange contracts (2)	$	146	$	—	$	146	$	—
Cross currency swap contract (2)	8,309		—		8,309		—
Contingent consideration obligation	31,140		—		—		31,140
Total liabilities at fair value	$	39,595	$	—	$	8,455	$	31,140

(1)Investment in PureCycle Technologies ("PCT" or "PureCycle"). See Note 20 - Investment in Equity Securities for discussion of this investment.

(2)Market approach valuation technique based on observable market transactions of spot and forward rates.

The carrying amounts of our other current financial instruments such as cash and equivalents, accounts and notes receivable, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument. We consider our long-term debt obligations a Level 2 liability and utilize the market approach valuation technique based on interest rates that are currently available to us for issuance of debt with similar terms and maturities. The estimated fair value of our long-term obligations was $0.9 billion as of December 31, 2021 and $1.1 billion as of December 31, 2020.

As discussed in Note 19 – Acquisitions, we have a contingent consideration obligation to the selling equity holders of:

–Fusion in connection with the Fusion Acquisition (as defined herein) based on 2022 cumulative performance targets, and

–Noble in connection with the Noble Acquisition (as defined herein) based on 2024 cumulative performance targets

We consider these obligations a Level 3 liability and have estimated the aggregate fair value for these contingent consideration arrangements as follows:


	December 31, 2021		December 31, 2020
Fusion Acquisition	$	27,166	$	26,910
Noble Acquisition	6,742		4,230

	$	33,908	$	31,140

Changes in the fair value of these obligations are recorded within selling, research & development and administrative expense in our consolidated statements of income. Significant changes to the inputs, as noted above, can result in a significantly higher or lower fair value measurements. The following table provides a summary of changes in our Level 3 fair value measurements:






Balance, December 31, 2019	$	5,930
Acquisition	22,745
Increase in fair value recorded in earnings	5,230
Payments	(2,765)
Balance, December 31, 2020	$	31,140

Increase in fair value recorded in earnings	2,768

Balance, December 31, 2021	$	33,908

- 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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