Fair Value Measures | Fair Value Measures Measured on a Recurring Basis The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 are shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy. March 31, 2022 December 31, 2021 Assets Foreign currency forward contracts $ 29,063 $ 25,112 Commodity forward contracts 8,474 2,979 Total $ 37,537 $ 28,091 Liabilities Foreign currency forward contracts $ 3,682 $ 3,073 Commodity forward contracts 1,752 4,492 Total $ 5,434 $ 7,565 Refer to Note 15: Derivative Instruments and Hedging Activities for additional information related to our forward contracts. Quanergy As of December 31, 2021, we held a $50.0 million investment in Quanergy Systems, Inc. ("Quanergy") Series B Preferred Stock. This equity investment did not have a readily determinable fair value and it was held using the measurement alternative prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments - Equity Securities . Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. On June 22, 2021, Quanergy announced that it had entered into a definitive business combination agreement with CITIC Capital Acquisition Corp ("CITIC") (NYSE: CCAC). On July 16, 2021, CITIC filed a Registration Statement on Form S-4 with the SEC, the effectiveness of which was a condition to closing of the business combination. At December 31, 2021, we assessed our investment in Quanergy based on the proposed terms of the business combination agreement and concluded that there were no indicators of impairment. On January 6, 2022, the related Registration Statement on Form S-4 was declared effective by the SEC. An Extraordinary General Meeting of shareholders of CITIC was held on January 31, 2022, at which time the business combination was approved. The business combination closed on February 8, 2022. Beginning on February 9, 2022, the combined company, which retained the name "Quanergy Systems, Inc.," was listed on the New York Stock Exchange (the "NYSE") under the ticker symbol QNGY. Upon closing of the business combination, our investment in Quanergy comprised the following: • 5.0 million common shares, which represented the conversion of our $50 million Series B Preferred Stock investment (at a $10 per share implied valuation); • 750,000 unregistered common shares, representing a $7.5 million private investment in public equity ("PIPE") contribution; and • 2.5 million common shares (the "Warrant Shares"), representing the conversion of 2.5 million warrants provided by Quanergy as up-front consideration for a four-year technical and marketing support agreement (the "Support Agreement"). The 5.75 million common share investment in Quanergy (excluding the Warrant Shares) have a historical cost basis of $57.5 million. The Warrant Shares were converted at a share price of $7.05 per share (the closing market price on February 8, 2022), or approximately $17.6 million, which was recorded as deferred income. Refer to below discussion for additional details on the Support Agreement. Refer to the below table for a summary of our investment in Quanergy as of March 31, 2022, February 8, 2022, and December 31, 2021, which is presented in other assets on our consolidated balance sheets as of March 31, 2022 and December 31, 2021. As of March 31, 2022 February 8, 2022 December 31, 2021 Series B Preferred Stock $ — $ — $ 50,000 Common shares 9,200 50,000 — PIPE investment 1,380 7,500 — Warrant Shares 4,575 17,600 — Total equity investment in Quanergy $ 15,155 $ 75,100 $ 50,000 For the three months ended March 31, 2022 Mark-to-market loss $ 59,945 The mark-to-market loss presented in the table above is presented in other, net, and is the result of the decline in Quanergy share price to $1.84 per share on March 31, 2022. In exchange for the Warrant Shares, we entered into the Support Agreement, whereby we agreed to provide technical and marketing assistance to Quanergy for a term of four years from the effective date of February 8, 2022. We will recognize the consideration ($17.6 million) for the Support Agreement on a straight-line basis over the term of the agreement. We recognized approximately $0.7 million of income in the three months ended March 31, 2022 and will recognize approximately $1.1 million of income each quarter through the end of the term of the Support Agreement. Measured on a Nonrecurring Basis We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2021 and determined that they were not impaired. During the three months ended March 31, 2022, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets. Financial Instruments Not Recorded at Fair Value The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. All fair value measures presented are categorized in Level 2 of the fair value hierarchy. March 31, 2022 December 31, 2021 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Liabilities Term Loan $ 450,308 $ 449,182 $ 451,465 $ 450,901 4.875% Senior Notes $ 500,000 $ 512,500 $ 500,000 $ 526,250 5.625% Senior Notes $ 400,000 $ 416,000 $ 400,000 $ 438,000 5.0% Senior Notes $ 700,000 $ 714,875 $ 700,000 $ 759,500 4.375% Senior Notes $ 450,000 $ 432,000 $ 450,000 $ 479,250 3.75% Senior Notes $ 750,000 $ 690,938 $ 750,000 $ 747,188 4.0% Senior Notes $ 1,000,000 $ 942,500 $ 1,000,000 $ 1,022,500 ___________________________________ (1) Excluding any related debt discounts, premiums, and deferred financing costs. Cash and cash equivalents are carried at cost, which approximates fair value because of their short-term nature. In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in FASB ASC Topic 321. There were no impairments or changes resulting from observable transactions for any of these investments and no adjustments were made to their carrying values. Refer to the table below for the carrying values of equity investments using the measurement alternative, which are presented as a component of other assets in the condensed consolidated balance sheets. March 31, 2022 December 31, 2021 Quanergy Systems, Inc. (1) $ — $ 50,000 Other 15,000 15,000 Total $ 15,000 $ 65,000 ___________________________________ (1) As of March 31, 2022, Quanergy is no longer classified as an equity investment without a readily determinable fair value. See additional discussion under the heading Quanergy elsewhere in this Note. |