FAIR VALUE MEASUREMENTS

The Company determines fair value measurements used in its consolidated financial statements based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction related costs, as determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company has used the most advantageous market, which is the market in which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction related costs. However, when using the most advantageous market, transaction related costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement.

Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.

The three levels of the fair value hierarchy are as follows:


•	Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.


•	Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in non-active markets; and model derived valuations whose inputs are observable or whose significant valuation drivers are observable.


•	Level 3 – significant inputs to the valuation model are unobservable and/or reflect the Company’s market assumptions.

Recurring Fair Value Measurements

The following tables present the Company’s financial instruments, assets and liabilities that are measured at fair value on a recurring basis:



			Fair Value Measurement Using
(amounts in millions)	December 31, 2015		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Asset Category
Cash equivalents	$	59.4	$	2.9	$	56.5	$	—
Available for sale equity securities	6.6		5.8		0.8		—
Derivatives	2.1		—		2.1		—
Total	$	68.1	$	8.7	$	59.4	$	—
Liability Category
Long term contingent consideration	$	70.7	$	—	$	—	$	70.7
Derivatives	13.5		—		13.5		—
Total	$	84.2	$	—	$	13.5	$	70.7



			Fair Value Measurement Using
(amounts in millions)	December 31, 2014		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Asset Category
Cash equivalents	$	15.4	$	15.4	$	—	$	—
Available for sale equity securities	2.3		1.5		0.8		—
Total	$	17.7	$	16.9	$	0.8	$	—
Liability Category
Long term contingent consideration	$	63.9	$	—	$	—	$	63.9
Derivatives	0.1		—		0.1		—
Total	$	64.0	$	—	$	0.1	$	63.9

The following methods and assumptions were used to estimate the fair value of each class of the Company’s financial instruments, assets and liabilities:

Cash equivalents - Cash equivalents comprise money market accounts and certificates of deposits issued by financial institutions. The Company invests in various money market funds which are managed by financial institutions. These funds are not publicly traded, but historically have been highly liquid. The fair values of the money market accounts are determined by the banks based upon the funds’ NAV. All of the money market accounts currently permit daily investments and redemptions at $1.00 NAV and are classified as Level 1 assets. The Company records certificates of deposit at amortized cost in the Consolidated Balance Sheets. Given the relatively short maturities of these instruments, the Company believes amortized cost approximates fair value. The company classifies these instruments as Level 2.

Available for sale equity securities - Equity securities classified as available for sale are measured using quoted market prices at the reporting date multiplied by the quantity held. Level 2 equity securities are measured using quoted prices for similar instruments in active markets. Available for sale equity securities are included in "Other assets" in the Consolidated Balance Sheets.

Derivatives - The fair values of derivative assets and liabilities include foreign currency and interest rate derivatives. The values are determined using pricing models based upon observable market inputs. See Note 10, Derivative Instruments, to the Consolidated Financial Statements.

Long term contingent consideration - The long term contingent consideration represents a potential liability of up to $100 million tied to achievement of EBITDA and common stock trading price performance metric over a seven-year period ending December 2020 in connection with the MacDermid Acquisition. The common stock performance metric has been satisfied. The fair value of the EBITDA performance metric is derived using the income approach with unobservable inputs, based on future forecasts and present value assumptions which include a discount rate of approximately 1.79% and expected future value of payments of $60.0 million calculated using a probability weighted EBITDA assessment with higher probability associated with the Company achieving the maximum EBITDA targets. Changes in the fair value of the long term contingent consideration is recorded in "Selling, technical, general and administrative expenses" in the Consolidated Statements of Operations. Relative to the share price metric, an increase or decrease in the discount rate of 1% changes the fair value measure of the metric by approximately $2.0 million. Relative to the EBITDA metric, an increase or a decrease in the discount rate of 1%, within a range of probability between 80% and 100%, changes the fair value measure of the metric by approximately $3.0 million

The following table provides a reconciliation of the beginning and ending balances for the year ended December 31, 2015 for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):



(amounts in millions)	Long-term contingent consideration
Fair value measurements using significant unobservable inputs (Level 3)	December 31, 2015		December 31, 2014
Beginning balance	$	63.9	$	34.8
Changes in fair value	6.8		29.1
Purchases, sales and settlements ⁽¹⁾	—		—
Transfers into Level 3	—		—
Transfers out of Level 3	—		—
Ending balance	$	70.7	$	63.9

⁽¹⁾ There were no purchases, sales or settlements on a gross basis for the years ended December 31, 2015 and 2014.

The Company transfers the fair value of an asset or liability between levels of the fair value hierarchy at the end of the reporting period during which a significant change in the inputs used to determine the fair value has occurred. During the years ended December 31, 2015 and 2014, there were no transfers between the fair value hierarchy levels.

Nonrecurring Fair Value Measurements

The following table presents the carrying value and estimated fair value of the Company’s long term debt as of the dates indicated below:



(amounts in millions)	December 31, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
USD Notes, due 2022	$	1,081.1	$	946.3	$	—	$	—
EUR Notes, due 2023	374.0		326.7		—		—
USD Notes, due 2021	487.5		500.0		—		—
First Lien Credit Facility	735.6		710.3		743.0		728.8
USD Incremental Loan	290.8		285.8		292.7		293.3
CAS U.S. Dollar Tranche B Term Loan	121.9		123.9		121.7		127.1
Arysta U.S. Dollar Tranche B-2 Term Loan	481.2		477.7		—		—
Alent U.S. Dollar Tranche B-3 Term Loan	1,001.8		1,005.9		—		—
CAS EURO Tranche C-1 Term Loan	219.0		215.4		246.2		242.5
Arysta EURO Tranche C-1 Term Loan	87.2		87.5		—		—
Alent EURO Tranche C-2 Term Loan	313.0		321.4		—		—
Enthone Financing Liability	13.0		13.0		—		—
Capital lease obligations	5.5		5.3		2.0		2.6
	$	5,211.6	$	5,019.2	$	1,405.6	$	1,394.3

Carrying values presented above include unamortized premiums, discounts and debt issuance costs.

The following methods and assumptions were used to estimate the fair value of the Company’s long term debt:

Long-term Debt Instruments - These financial instruments are measured using quoted market prices at the reporting date multiplied by the gross carrying amount of the related debt which excludes unamortized premiums, discounts and debt issuance costs. Such instruments are valued using Level 2 inputs.