FAIR VALUE OF FINANCIAL INSTRUMENTS

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and long-term debt. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value because of the nature of such instruments. The fair values of our outstanding notes, as shown in the table below, are based on quoted market values. The fair value of our Term Loan facility is based on present rates for indebtedness with similar amounts, durations and credit risk. The fair values of our goodwill and other intangible assets evaluated during the year ended December 31, 2013 for impairment and the resulting impairment charges were determined using Level 3 inputs. For further details concerning the fair value of goodwill and other intangible assets, see Note 6 to the consolidated financial statements.

The FASB ASC 820-10 establishes a fair value hierarchy that prioritizes observable and unobservable inputs to valuation techniques used to measure fair value. These levels, in order of highest to lowest priority are described below:


	Level 1—		Quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
	Level 2—		Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
	Level 3—		Prices that are unobservable for the asset or liability and are developed based on the best information available under the circumstances, which might include the Company's own data.

The fair value of Level 3 investments in our employee retirement plans was valued primarily based on trade information from multiple fund portfolios. Level 3 investments in our employee retirement plans were $94.5 million and $12.2 million as of December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, the increase in the fair value of Level 3 investments primarily relates to pension plan assets of receivables, acquired in the merger as described in Note 12 to the consolidated financial statements and net unrealized gains. The fair value of the receivables to the pension plan have been estimated using the contractual terms and consideration of credit rating of the party the receivable is due from.

The following is a summary of the carrying amounts and estimated fair values of our long-term debt as of December 31, 2013 and 2012:

	December 31, 2013				December 31, 2012

*(In millions)*	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1
Long-term debt:
4.625 Notes	$	688.0	$	676.4	$	-	$	-
4.875 Notes		450.0		426.9		-		-
9.0 percent notes		-		-		448.1		501.8
Level 2
Term Loan (net of $2.4 million debt issuance costs)		194.8		199.0		-		-

- 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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