Derivative Instruments | NOTE 8—DERIVATIVE INSTRUMENTS The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates and interest rate risk. To manage these risks, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts and interest rate swap agreements. The Company does not hold or enter into financial instruments for trading or speculative purposes. All derivatives are recorded on the condensed consolidated balance sheets at fair value. Foreign Exchange Forward Contracts Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. The Company’s principal strategy in managing its exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on its balance sheet against corresponding assets of the same currency, such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in their corresponding foreign currency assets. In order to further reduce this exposure, the Company also uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment. As of June 30, 2020, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalent absolute value of $390.9 million. The following table displays the notional amounts of the most significant net foreign exchange hedge positions outstanding as of June 30, 2020: June 30, Buy / (Sell) 2020 Euro $ (252.2) Chinese Yuan $ (56.1) Swiss Franc $ 25.7 Korean Won $ (14.5) Mexican Peso $ (12.4) Open foreign exchange forward contracts as of June 30, 2020 had maturities occurring over a period of two months. Foreign Exchange Cash Flow Hedges The Company also enters into forward contracts with the objective of managing the currency risk associated with forecasted U.S. dollar-denominated raw materials purchases by one of its subsidiaries whose functional currency is the euro. By entering into these forward contracts, which are designated as cash flow hedges, the Company buys a designated amount of U.S. dollars and sells euros at the prevailing market rate to mitigate the risk associated with the fluctuations in the euro-to-U.S. dollar foreign currency exchange rates. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in Accumulated Other Comprehensive Income (“AOCI”) to the extent effective, and reclassified to cost of sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur. Open foreign exchange cash flow hedges as of June 30, 2020 had maturities occurring over a period of six months, and had a net notional U.S. dollar equivalent of $42.0 million. Interest Rate Swaps On September 6, 2017, the Company issued the 2024 Term Loan B, which currently bears an interest rate of LIBOR plus 2.00%, subject to a 0.00% LIBOR floor. In order to reduce the variability in interest payments associated with the Company’s variable rate debt, during 2017 the Company entered into certain interest rate swap agreements to convert a portion of these variable rate borrowings into a fixed rate obligation. These interest rate swap agreements are designated as cash flow hedges, and as such, the contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective, and reclassified to interest expense in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur. As of June 30, 2020, the Company had open interest rate swap agreements with a net notional U.S. dollar equivalent of $200.0 million which had an effective date of September 29, 2017 and mature in September 2022. Under the terms of the swap agreements, the Company is required to pay the counterparties a stream of fixed interest payments at a rate of 1.81%, and in turn, receives variable interest payments based on 1-month LIBOR (0.18% as of June 30, 2020) from the counterparties. Net Investment Hedge On September 1, 2017, the Company entered into certain fixed-for-fixed cross currency swaps (“CCS”), swapping USD principal and interest payments on its 2025 Senior Notes for euro-denominated payments. Under the terms of this CCS (the “2017 CCS”), the Company notionally exchanged $500.0 million at an interest rate of 5.375% for €420.0 million at a weighted average interest rate of 3.45% for approximately five years. On September 1, 2017, the Company designated the full notional amount of the 2017 CCS (€420.0 million) as a hedge of its net investment in certain European subsidiaries under the forward method, with all changes in the fair value of the 2017 CCS recorded as a component of AOCI, as the 2017 CCS were deemed to be highly effective hedges. A cumulative foreign currency translation loss of $38.0 million was recorded within AOCI related to the 2017 CCS through March 31, 2018. Effective April 1, 2018, the Company elected as an accounting policy to re-designate the 2017 CCS as a net investment hedge (and any future similar hedges) under the spot method. As such, changes in the fair value of the 2017 CCS included in the assessment of effectiveness (changes due to spot foreign exchange rates) were recorded as cumulative foreign currency translation within OCI, and will remain in AOCI until either the sale or substantially complete liquidation of the subsidiary. As of June 30, 2020, no gains or losses have been reclassified from AOCI into income related to the sale or substantially complete liquidation of the relevant subsidiaries. As an additional accounting policy election applied to similar hedges under this new standard, the initial value of any component excluded from the assessment of effectiveness is recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in the fair value of the excluded component and amounts recognized in income under that systematic and rational method is recognized in AOCI. Prior to April 1, 2018, no components were excluded from the assessment of effectiveness for any of the Company’s existing net investment hedges. As of April 1, 2018, the initial excluded component value related to the 2017 CCS was $23.6 million, which the Company elected to amortize as a reduction of “Interest expense, net” in the condensed consolidated statements of operations using the straight-line method over the remaining term of the 2017 CCS. Additionally, the accrual of periodic USD and euro-denominated interest receipts and payments under the terms of the 2017 CCS were recognized within “Interest expense, net” in the condensed consolidated statements of operations. On February 26, 2020, the Company settled its 2017 CCS and replaced it with a new CCS arrangement (the “2020 CCS”) that carried substantially the same terms as the 2017 CCS. Upon settlement of the 2017 CCS, the Company realized net cash proceeds of $51.6 million. The remaining $13.8 million unamortized balance of the initial excluded component related to the 2017 CCS at the time of settlement is no longer being amortized following the settlement and will remain in AOCI until either the sale or substantially complete liquidation of the relevant subsidiaries. Under the 2020 CCS, the Company notionally exchanged $500.0 million at an interest rate of 5.375% for €459.3 million at a weighted average interest rate of 3.672% for approximately 2.7 years, with a final maturity of November 3, 2022. The cash flows under the 2020 CCS are aligned with the Company’s principal and interest obligations on its 5.375% 2025 Senior Notes. Summary of Derivative Instruments The following table presents the effect of the Company’s derivative instruments, including those not designated for hedge accounting treatment, on the condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019: Location and Amount of Gain (Loss) Recognized in Three Months Ended Three Months Ended June 30, 2020 June 30, 2019 Cost of Interest expense, net Other expense, net Cost of Interest expense, net Other expense, net Total amount of income and expense line items presented in the statements of operations in which the effects of derivative instruments are recorded $ 576.8 $ 11.7 $ 1.0 $ 865.6 $ 9.9 $ 1.5 The effects of cash flow hedge instruments: Foreign exchange cash flow hedges Amount of gain reclassified from AOCI into income $ 0.5 $ — $ — $ 1.6 $ — $ — Interest rate swaps Amount of gain (loss) reclassified from AOCI into income $ — $ (0.7) $ — $ — $ 0.3 $ — The effects of net investment hedge instruments: Cross currency swaps (CCS) Amount of gain excluded from effectiveness testing $ — $ 2.0 $ — $ — $ 3.9 $ — The effects of derivatives not designated as hedge instruments: Foreign exchange forward contracts Amount of loss recognized in income $ — $ — $ (8.1) $ — $ — $ (2.4) Location and Amount of Gain (Loss) Recognized in Six Months Ended Six Months Ended June 30, 2020 June 30, 2019 Cost of Interest expense, net Other expense, net Cost of Interest expense, net Other expense, net Total amount of income and expense line items presented in the statements of operations in which the effects of derivative instruments are recorded $ 1,360.6 $ 22.0 $ 2.6 $ 1,781.2 $ 20.1 $ 5.5 Effects of cash flow hedge instruments: Foreign exchange cash flow hedges Amount of gain reclassified from AOCI into income $ 0.6 $ — $ — $ 2.2 $ — $ — Interest rate swaps Amount of gain (loss) reclassified from AOCI into income $ — $ (0.7) $ — $ — $ 0.7 $ — Effects of net investment hedge instruments: Cross currency swaps (CCS) Amount of gain excluded from effectiveness testing (1) $ — $ 5.4 $ — $ — $ 7.9 $ — Effects of derivatives not designated as hedge instruments: Foreign exchange forward contracts Amount of gain recognized in income $ — $ — $ 5.7 $ — $ — $ 0.3 (1) Amount for the six months ended June 30, 2020 includes the effect on AOCI from the 2017 CCS through its settlement on February 26, 2020 and the effect on AOCI from the 2020 CCS from when it was entered into on February 26, 2020 through June 30, 2020. The following table presents the effect of cash flow and net investment hedge accounting on AOCI for the three and six months ended June 30, 2020 and 2019: ` Gain (Loss) Recognized in AOCI on Balance Sheet Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Designated as Cash Flow Hedges Foreign exchange cash flow hedges $ (1.2) $ (1.8) $ 0.9 $ 0.5 Interest rate swaps (0.1) (3.6) (5.9) (5.8) Total $ (1.3) $ (5.4) $ (5.0) $ (5.3) Designated as Net Investment Hedges Cross currency swaps (CCS) (1) $ (10.3) $ (3.6) $ 12.6 $ 7.9 Total $ (10.3) $ (3.6) $ 12.6 $ 7.9 (1) Amount for the six months ended June 30, 2020 includes the effect on AOCI from the 2017 CCS through its settlement on February 26, 2020 and the effect on AOCI from the 2020 CCS from when it was entered into on February 26, 2020 through June 30, 2020. The Company recorded losses of $8.1 million and gains of $5.7 million during the three and six months ended June 30, 2020, respectively, and recorded losses of $2.4 million and gains of $0.3 million during the three and six months ended June 30, 2019, respectively, from settlements and changes in the fair value of outstanding forward contracts (not designated as hedges). The losses and gains from these forward contracts offset net foreign exchange transaction gains of $8.7 million and losses of $5.3 million during the three and six months ended June 30, 2020, respectively, and gains of $2.6 million and losses of $0.5 million during the three and six months ended June 30, 2019, respectively, which resulted from the re-measurement of the Company’s foreign currency denominated assets and liabilities. The cash settlements of these foreign exchange forward contracts are included within operating activities in the condensed consolidated statements of cash flows. The Company expects to reclassify in the next twelve months an approximate $2.9 million net loss from AOCI into earnings related to the Company’s outstanding foreign exchange cash flow hedges and interest rate swaps as of June 30, 2020 based on current foreign exchange rates. The following tables summarize the gross and net unrealized gains and losses, as well as the balance sheet classification, of outstanding derivatives recorded in the condensed consolidated balance sheets: June 30, 2020 Foreign Foreign Exchange Exchange Interest Cross Balance Sheet Forward Cash Flow Rate Currency Classification Contracts Hedges Swaps Swaps Total Asset Derivatives: Accounts receivable, net of allowance $ 0.8 $ 0.4 $ — $ 6.6 $ 7.8 Gross derivative asset position 0.8 0.4 — 6.6 7.8 Less: Counterparty netting (0.6) — — — (0.6) Net derivative asset position $ 0.2 $ 0.4 $ — $ 6.6 $ 7.2 Liability Derivatives: Accounts payable $ (3.3) $ — $ (3.3) $ — $ (6.6) Other noncurrent obligations — — (4.0) (13.5) (17.5) Gross derivative liability position (3.3) — (7.3) (13.5) (24.1) Less: Counterparty netting 0.6 — — — 0.6 Net derivative liability position $ (2.7) $ — $ (7.3) $ (13.5) $ (23.5) Total net derivative position $ (2.5) $ 0.4 $ (7.3) $ (6.9) $ (16.3) December 31, 2019 Foreign Foreign Exchange Exchange Interest Cross Balance Sheet Forward Cash Flow Rate Currency Classification Contracts Hedges Swaps Swaps Total Asset Derivatives: Accounts receivable, net of allowance $ 1.1 $ — $ — $ 8.6 $ 9.7 Deferred charges and other assets — — — 19.2 19.2 Gross derivative asset position 1.1 — — 27.8 28.9 Less: Counterparty netting (0.4) — — — (0.4) Net derivative asset position $ 0.7 $ — $ — $ 27.8 $ 28.5 Liability Derivatives: Accounts payable $ (5.7) $ (0.5) $ (0.4) $ — $ (6.6) Other noncurrent obligations — — (1.0) — (1.0) Gross derivative liability position (5.7) (0.5) (1.4) — (7.6) Less: Counterparty netting 0.5 — — — 0.5 Net derivative liability position $ (5.2) $ (0.5) $ (1.4) $ — $ (7.1) Total net derivative position $ (4.5) $ (0.5) $ (1.4) $ 27.8 $ 21.4 Forward contracts, interest rate swaps, and cross currency swaps are entered into with a limited number of counterparties, each of which allows for net settlement of all contracts through a single payment in a single currency in the event of a default on or termination of any one contract. As such, in accordance with the Company’s accounting policy, these derivative instruments are recorded on a net basis by counterparty within the condensed consolidated balance sheets. Refer to Notes 9 and 17 of the condensed consolidated financial statements for further information regarding the fair value of the Company’s derivative instruments and the related changes in AOCI. |