Hedging Activities, Derivative Instruments and Fair Value Measurements | Hedging Activities, Derivative Instruments 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 interest rates and foreign currency exchange rates. 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 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 variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by using pay-fixed interest rate swaps, from time to time, as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions. A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States 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, the EUR, GBP, Chinese Renminbi and Indian rupee 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 has certain U.S. subsidiaries borrow 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 at least quarterly. 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. Derivative Instruments The following table summarizes 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 as of March 31, 2022 and December 31, 2021. March 31, 2022 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Accrued Liabilities Fair Value (1) Other Liabilities Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 33.8 $ 0.1 $ — $ — $ — December 31, 2021 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Accrued Liabilities Fair Value (1) Other Liabilities Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 22.1 $ — $ — $ — $ — Foreign currency forwards Fair Value 19.3 — — 0.2 — (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. We may enter into pay-fixed interest rate swap instruments from time to time to limit our exposure to changes in variable interest rates. As of March 31, 2022, the Company ha s no interest rate swap contracts. The Company’s variable rate borrowings outstanding as of March 31, 2022 were $2,771.1 million and €589.1 million. The Company had three foreign currency forward contracts outstanding as of March 31, 2022 with notional amounts ranging from $7.3 million to $15.4 million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in 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 within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each 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 with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets. The amount available to be netted is not material. The Company’s gains (losses) on derivative instruments not designated as accounting hedges and total net foreign currency losses for the three month periods ended March 31, 2022 and 2021 were as follows. For the Three Month Period Ended March 31, 2022 2021 Foreign currency forward contracts losses $ (1.0) $ (0.8) Total foreign currency transaction gains, net 3.8 18.1 The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. On August 17, 2017, the Company designated its €615.0 million Original Euro Term Loan as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies until it was extinguished and replaced on February 28, 2020 by a €601.2 million Euro Term Loan, further described in Note 9 “ Debt .” As of March 31, 2022, the Euro Term Loan of €589.1 million remained designated. The Company’s gains (losses), net of income tax, associated with changes in the value of debt for the three month periods ended March 31, 2022 and 2021 were as follows. For the Three Month Period Ended March 31, 2022 2021 Gain, net of income tax, recorded through other comprehensive income $ 13.3 $ 18.9 The net balance of such gains (losses) included in accumulated other comprehensive income (loss) as of March 31, 2022 and 2021 was $44.0 million and $49.7 million, respectively. For the periods presented, all cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows. There were no off-balance sheet derivative instruments as of March 31, 2022 or 2021. Fair Value Measurements A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows. Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. March 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ — $ 0.1 $ — $ 0.1 Trading securities held in deferred compensation plan (2) 12.9 — — 12.9 Total $ 12.9 $ 0.1 $ — $ 13.0 Financial Liabilities Foreign currency forwards (1) $ — $ — $ — $ — Deferred compensation plans (2) 21.5 — — 21.5 Total $ 21.5 $ — $ — $ 21.5 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ — $ — $ — $ — Trading securities held in deferred compensation plan (2) 12.0 — — 12.0 Total $ 12.0 $ — $ — $ 12.0 Financial Liabilities Foreign currency forwards (1) $ — $ 0.2 $ — $ 0.2 Deferred compensation plan (2) 22.4 — — 22.4 Total $ 22.4 $ 0.2 $ — $ 22.6 (1) Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates. (2) Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method. Goodwill and Other Intangible Assets Certain of our non-financial assets are subject to impairment analysis, including indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually. Any resulting impairment would require that the asset be recorded at its fair value. At March 31, 2022 and December 31, 2021, we did not have any significant non-financial assets or liabilities that were required to be measured at fair value on a recurring or non-recurring basis. Refer to Note 6 “ Goodwill and Other Intangible Assets ” for further discussion pertaining to our annual and interim evaluation of goodwill and other intangible assets for impairment. |