Derivative Instruments | Note 11 – Derivative Instruments The Company conducts business on a multinational basis in a wide variety of foreign currencies; as such, the Company manages these risks using derivative financial instruments. The exposure to market risk for changes in foreign currency exchange rates arises from cross-border financing activities between subsidiaries and foreign currency denominated monetary assets and liabilities. The objective is to preserve the economic value of non-functional currency denominated cash flows. Therefore, the goal is to hedge transaction exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through foreign exchange forward and option contracts with third parties. The Company entered into a credit agreement which provides for a term loan of $2.2 billion (“Term Loan”) and a revolving credit facility of $250.0 million (“Revolving Credit Facility”). See Note 13 Long-Term Debt. As such, the Company has exposure to market risk for changes in interest expense calculated off of variable interest rates on the term facility that was used to fund the Acquisition. The Company entered into forward interest rate swaps to hedge a portion of the interest rate risk associated with the Term Loan. The fair value of the forward starting interest rate swap contracts is estimated using market quoted forward interest rates for the London Interbank Offered Rate (“LIBOR”) at the balance sheet date and the application of such rates subject to the interest rate swap terms. In accordance with ASC 815, “ Derivative and Hedging Credit and Market Risk Financial instruments, including derivatives, expose the Company to counterparty credit risk for nonperformance and to market risk related to interest and currency exchange rates. The Company manages its exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. Its counterparties in derivative transactions are commercial banks with significant experience using derivative instruments. The Company monitors the impact of market risk on the fair value and cash flows of its derivative and other financial instruments considering reasonably possible changes in interest rates and currency exchange rates and restricts the use of derivative financial instruments to hedging activities. The Company continually monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business. The terms and conditions of the Company’s credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. Fair Value of Derivative Instruments The Company has determined that derivative instruments for hedges that have traded but have not settled are considered Level 1 in the fair value hierarchy, and hedges that have not traded are considered Level 2 in the fair value hierarchy. Derivative instruments are used to manage risk and are not used for trading or other speculative purposes, nor does the Company use leveraged derivative financial instruments. The foreign currency exchange contracts are valued using broker quotations or market transactions, in either the listed or over-the-counter markets. Hedging of Net Assets The Company uses forward contracts to manage exposure related to its British Pound, Canadian Dollar, Czech Koruna, Brazilian Real, Malaysian Ringgit and Euro denominated net assets. Forward contracts typically mature within three months after execution of the contracts. The Company records monetary gains and losses on these contracts and options in income each quarter along with the transaction gains and losses related to its net asset positions, which would ordinarily offset each other. Summary financial information related to these activities included in the Company’s consolidated statements of operations as other (expense) income is as follows (in thousands): Three Months Ended Nine Months Ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Realized gain (loss) from foreign exchange derivatives $ 2,863 $ 3,211 $ 6,233 $ 3,752 (Loss) gain on net foreign currency assets (8,118 ) (3,294 ) (27,427 ) (4,084 ) Foreign exchange (loss) gain $ (5,255 ) $ (83 ) $ (21,194 ) $ (332 ) As of October 3, 2015 December 31, 2014 Notional balance of outstanding contracts (in thousands): British Pound/US dollar £ 14,733 £ 4,574 Euro/US dollar € 124,802 € 40,218 British Pound/Euro £ 863 £ 0 Canadian Dollar/US dollar $ 3,434 $ 0 Czech Koruna /US dollar Kč 316,521 Kč 0 Brazilian Real /US dollar R$ 19,462 R$ 0 Malaysian Ringgit /US dollar RM 14,714 R$ 0 Net fair value of outstanding contracts $ 633 $ 250 Hedging of Anticipated Sales The Company manages the exchange rate risk of anticipated Euro denominated sales using put options, forward contracts, and participating forwards. The Company designates these contracts as cash flow hedges which mature within twelve months after the execution of the contracts. Gains and losses on these contracts are deferred in other comprehensive income until the contracts are settled and the hedged sales are realized. The deferred gain or loss will then be reported as an increase or decrease to sales. Summary financial information related to the cash flow hedges within comprehensive income is as follows (in thousands): Three Months Ended Nine Months Ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Change in unrealized (loss) gain on anticipated sales hedging: Gross $ (3,514 ) $ 6,417 $ (7,204 ) $ 8,196 Income tax (benefit) expense (703 ) 1,284 (1,441 ) 1,674 Net $ (2,811 ) $ 5,133 $ (5,763 ) $ 6,522 Summary financial information related to the cash flow hedges of future revenues is as follows (in thousands, except percentages): As of October 3, 2015 December 31, 2014 Notional balance of outstanding contracts versus the dollar € 104,727 € 88,969 Hedge effectiveness 100 % 100 % Three Months Ended Nine Months Ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Net gain (loss) included in revenue $ 2,040 $ 421 $ 13,308 $ (1,507 ) Forward Contracts The Company records its forward contracts at fair value on its consolidated balance sheets as a current asset or liability, depending upon the fair value calculation as detailed in Note 4 Fair Value Measurements. The amounts recorded on the consolidated balance sheets are as follows (in thousands): As of October 3, 2015 December 31, 2014 Assets: Prepaid expenses and other current assets $ 3,831 $ 9,318 Total $ 3,831 $ 9,318 Forward Interest Rate Swaps The forward interest rate swaps hedge the interest rate risk associated with the variable interest payments on the Company’s Term Loan that was used to fund the Acquisition. In June 2014, the Company entered into a commitment letter for a new variable rate credit facility to fund the Acquisition and also entered into two tranches of floating-to-fixed forward interest rate swaps (“Original Swaps”). These Original Swaps were used to economically hedge interest rate risk associated with the variable rate commitment until July 30, 2014, and as such, changes in their fair value were recognized in earnings in other (expense) income. Effective July 30, 2014, the Original Swaps were designated as cash flow hedges of interest rate exposure associated with variability in future cash flows on the variable rate commitment. On October 27, 2014, the variable rate commitment was funded and the Company entered into a Term Loan that accrues interest at a variable rate of LIBOR (subject to a floor of 0.75% per annum) plus a margin of 4.0%. On October 30, 2014, the Company discontinued hedge accounting for the Original Swaps due to the syndication of the Original Swaps to a group of commercial banks (“Syndicated Swaps”), which resulted in their termination. The changes in fair value of the Original Swaps between July 30, 2014 and their termination were included in other comprehensive (loss) income and any ineffectiveness was insignificant. The amounts included in other comprehensive (loss) income will be amortized to earnings in other (expense) income as the interest payments under the Term Loan affect earnings. The Syndicated Swaps were not designated as hedges and the changes in fair value are recognized in earnings in other (expense) income. On November 20, 2014, the Company entered into additional floating-to-fixed forward starting interest rate swaps (“New Swaps”) and designated these as cash flow hedges of interest rate exposure associated with variability in future cash flows on its Term Loan. To offset the impact to earnings of the changes in fair value of the Syndicated Swaps, the Company also entered into fixed-to-floating forward starting interest rate swaps (“Offsetting Swaps”), which were not designated in a hedging relationship and the changes in the fair value are recognized in earnings in other income (expense). Changes in fair value of the New Swaps that are designated as cash flow hedges and are effective at offsetting variability in the future cash flows on the Company’s Term Loan are recognized in other comprehensive (loss) income. Ineffectiveness is immediately recognized in earnings. The balance sheet position of the forward interest rate swaps designated in a hedge relationship is as follows (in thousands): As of October 3, 2015 December 31, 2014 Accrued liabilities $ 633 $ 0 Other long-term liabilities 20,098 2,170 Hedge effectiveness 100 % 100 % The forward interest rate swaps not designated in a hedging relationship are recorded in a net liability position of $11.2 million as of October 3, 2015 and $14.5 million December 31, 2014 in the Consolidated Balance Sheets. The gross and net amounts offset at October 3, 2015 were as follows (in thousands): Gross Fair Counterparty Net Fair Counterparty A $ 14,950 $ 8,416 $ 6,534 Counterparty B 5,209 2,013 3,196 Counterparty C 5,213 2,021 3,192 Counterparty D 10,498 4,244 6,254 Counterparty E 5,169 2,002 3,167 Counterparty F 5,213 2,035 3,178 Counterparty G 6,380 0 6,380 Total $ 52,632 $ 20,731 $ 31,901 The volume of the New Swaps designated in a hedge relationship is as follows (in thousands): As of October 3, 2015 December 31, 2014 Notional balance of outstanding contracts $ 3,339,000 $ 3,339,000 The New Swaps, each with a term of one year, are designated as cash flow hedges of interest rate exposure associated with variability in future cash flows on the Term Loan. The notional amount of the designated New Swaps effective in each year of the cash flow hedge relationships does not exceed the principal amount of the Term Loan which is hedged. The New Swaps have the following notional amounts per year (in thousands): Year 2015 $ 1,010,000 Year 2016 697,000 Year 2017 544,000 Year 2018 544,000 Year 2019 272,000 Year 2020 272,000 Notional balance of outstanding contracts $ 3,339,000 The gain (loss) recognized on the forward interest rate swaps not designated in a hedge relationship is as follows (in thousands): Three Months Ended Nine Months Ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Interest income/(expense) on forward interest-rate swaps $ 3,361 $ 185 $ 3,397 $ (2,248 ) The loss recognized in other comprehensive unrealized loss on the forward interest rate swaps designated in a hedging relationship is as follows (in thousands): Three Months Ended Nine Months Ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Change in unrealized (losses) gains on forward interest rate swap hedging: Gross $ (10,754 ) $ (1,224 ) $ (17,373 ) $ (1,224 ) Income tax (benefit) expense (4,194 ) (443 ) (6,926 ) (443 ) Net $ (6,560 ) $ (781 ) $ (10,447 ) $ (781 ) No significant (loss) gain was reclassified from accumulated other comprehensive (loss) income into interest expense on the forward interest rate swaps designated in a hedging relationship during the three and nine month periods ended October 3, 2015 and September 27, 2014. At October 3, 2015, the Company expects that approximately $10.5 million in losses on the forward interest rate swaps designated in a hedging relationship will be reclassified from accumulated other comprehensive loss into earnings during the next four quarters. |