Note 12. Hedging Activities and Fair Value Measurements

Hedging Activities

The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in commodity prices, interest rates, and foreign currency exchange rates. The Company’s exposure to these risks is managed through a combination of operating and financing activities. The Company selectively uses derivative financial instruments (“derivatives”), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in commodity prices, interest rates, and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results.

The Company’s exposure to interest rate risk results primarily from its borrowings of $323.8 million at March 31, 2013. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by maintaining a mixture of fixed and variable rate debt and, from time to time, uses pay-fixed interest rate swaps as cash flow hedges of variable rate debt in order to adjust the relative proportions.

A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the U.S. in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. The USD, EUR, British pound sterling (“GBP”), and Chinese yuan (“CNY”) are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities, and earnings into USD. The Company partially offsets these exposures by having certain of its non-U.S. subsidiaries act as the obligor on a portion of its borrowings and by denominating such borrowings, as well as a portion of the borrowings for which the Company is the obligor, in currencies other than the USD.

The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances monthly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year.

The Company records its derivatives as assets or liabilities on the balance sheet at fair value. Changes in the fair value of derivatives are recognized either in net income or in other comprehensive income, depending on the designated purpose of the derivative. All cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.

Fluctuations due to changes in foreign currency exchange rates in the value of non-USD borrowings that have been designated as hedges of the Company’s net investment in foreign operations are included in other comprehensive income.

The following tables summarize the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012:


	March 31, 2013
	Balance Sheet Location	Notional Amount ⁽¹⁾		Asset Derivatives Fair Value ⁽¹⁾		Liability Derivatives Fair Value ⁽¹⁾
Derivatives designated as hedging instruments
Interest rate swap contracts	Other liabilities	$	175,000	$	—	$	318
Derivatives not designated as hedging instruments
Foreign currency forwards	Other current assets	$	44,948	$	652	$	16
Foreign currency forwards	Accrued liabilities	$	19,465	$	—	$	987


	December 31, 2012
	Balance Sheet Location	Notional Amount ⁽¹⁾		Asset Derivatives Fair Value ⁽¹⁾		Liability Derivatives Fair Value ⁽¹⁾
Derivatives designated as hedging instruments
Interest rate swap contracts	Other liabilities	$	200,000	$	—	$	533
Derivatives not designated as hedging instruments
Foreign currency forwards	Other current assets	$	49,823	$	792	$	21
Foreign currency forwards	Accrued liabilities	$	88,000	$	—	$	223

(1)

Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.

The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and the counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. The tables below show the effects and potential effects of netting arrangements on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012:


	March 31, 2013
		(i)		(ii)		(iii)=(i)–(ii)		(iv)				(v)=(iii)-(iv)
	Included as Assets or			Gross Amounts Offset in		Net Amounts Presented		Gross Amounts Not Offset in the Balance Sheet
Description	Liabilities in the Balance Sheet	Gross Amounts Recognized		the Balance Sheet		in the Balance Sheet		Financial Instruments		Cash Collateral Received		Net Amount
Foreign currency forwards	Assets	$	652	$	16	$	636	$	604	$	—	$	32
Foreign currency forwards	Liabilities	$	987	$	—	$	987	$	939	$	—	$	48
Interest rate swap contracts	Liabilities	$	318	$	—	$	318	$	—	$	—	$	318

	December 31, 2012
		(i)		(ii)		(iii)=(i)–(ii)		(iv)				(v)=(iii)-(iv)
	Included as Assets or			Gross Amounts Offset in		Net Amounts Presented		Gross Amounts Not Offset in the Balance Sheet
Description	Liabilities in the Balance Sheet	Gross Amounts Recognized		the Balance Sheet		in the Balance Sheet		Financial Instruments		Cash Collateral Received		Net Amount
Foreign currency forwards	Assets	$	792	$	21	$	771	$	659	$	—	$	112
Foreign currency forwards	Liabilities	$	223	$	—	$	223	$	90	$	—	$	133
Interest rate swap contracts	Liabilities	$	533	$	—	$	533	$	—	$	—	$	533

Gains and losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2013 and 2012, are as presented in the table below:


	Three Months Ended March 31,
	2013			2012
Interest rate swap contracts ⁽¹⁾
Gain or (loss) recognized in AOCI on derivatives (effective portion)	$	(84	)	$	(209	)
Gain or (loss) reclassified from AOCI into income (effective portion)		(301	)		(283	)
Gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)		90			—

(1)	Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income (effective portion) were included in “Interest expense” in the Condensed Consolidated Statements of Operations.

At March 31, 2013, the Company is the fixed rate payor on six interest rate swap contracts that effectively fix the LIBOR-based index used to determine the interest rates charged on a total of $175.0 million of the Company’s LIBOR-based variable rate borrowings. These contracts carry fixed rates ranging from 0.3% to 2.2% and have expiration dates ranging from 2013 to 2014. These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted LIBOR-based interest payments. Based on LIBOR-based swap yield curves as of March 31, 2013, the Company expects to reclassify losses of $0.3 million out of AOCI into earnings during the next 12 months. The Company’s LIBOR-based variable rate borrowings outstanding at March 31, 2013 were $278.1 million and €15.0 million.

There were 25 foreign currency forward contracts outstanding as of March 31, 2013 with notional amounts ranging from $0.1 million to $23.8 million. The Company has not designated any forward contracts as hedging instruments. The majority of these contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in foreign currency exchange rates. The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included in the “Other operating expense, net,” line on the face of the Condensed Consolidated Statements of Operations. The Company recorded net losses of $1.9 million and $29 during the three-month periods ended March 31, 2013 and 2012, respectively, relating to foreign currency forward contracts outstanding during all or part of each period. Total net foreign currency gains or losses reported in “Other operating expense, net” were gains of $0.8 million and losses of $1.5 million for the three-month periods ended March 31, 2013 and 2012, respectively.

As of March 31, 2013 and December 31, 2012, the Company designated its Euro Term Loan of approximately €15.0 million and €22.5 million, respectively, as a hedge of the Company’s net investment in European subsidiaries with EUR functional currencies. Accordingly, changes in the recorded value of this debt due to changes in the USD to EUR exchange rate are recorded through other comprehensive income. During the three-month periods ended March 31, 2013 and 2012, the Company recorded gains of $0.5 million and losses of $0.9 million, net of tax, respectively, through other comprehensive income. As of March 31, 2013 and December 31, 2012, the net balances of such gains and losses included in accumulated other comprehensive income were losses of $2.3 million and $2.8 million, net of tax, respectively.

Fair Value Measurements

The Company’s financial instruments consist primarily of cash equivalents, trade receivables, trade payables, deferred compensation assets and obligations, derivatives and debt instruments. The book values of these instruments are a reasonable estimate of their respective fair values.

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2013:


	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards ⁽¹⁾	$	—	$	652	$	—	$	652
Trading securities held in deferred compensation plan ⁽²⁾		4,091		—		—		4,091

Total	$	4,091	$	652	$	—	$	4,743

Financial Liabilities
Foreign currency forwards ⁽¹⁾	$	—	$	1,003	$	—	$	1,003
Interest rate swaps ⁽³⁾		—		318		—		318
Phantom stock plan ⁽⁴⁾		—		5,551		—		5,551
Deferred compensation plan ⁽⁵⁾		4,091		—		—		4,091

Total	$	4,091	$	6,872	$	—	$	10,963

(1)	Based on calculations that use readily observable market parameters such as spot and forward rates as their basis.

(2)	Based on the observable price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method.

(3)	Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curve as of March 31, 2013. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

(4)	Based on the price of the Company’s common stock.

(5)	Based on the fair value of the investments in the deferred compensation plan.