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Financial Instruments, Hedging Activities and Fair Value Measurements
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Financial Instruments, Hedging Activities and Fair Value Measurements FINANCIAL INSTRUMENTS, HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS
Fair value of financial instruments
Equity securities with readily determinable fair values - Balances of equity securities are recorded within other assets, with any changes in fair value recorded within other expense (income), net. The fair values of equity securities are based upon quoted market prices, which are considered Level 1 inputs.
Long-term borrowings - The estimated fair values of these borrowings are based on recent trades, as reported by a third-party pricing service. Due to the infrequency of trades, these inputs are considered to be Level 2 inputs.
Derivative instruments - The Company's interest rate caps, interest rate swaps, cross-currency swaps and foreign currency forward contracts are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are included in the Level 2 hierarchy.
Fair value of contingent consideration
The fair value of contingent consideration associated with an acquisition completed in 2021 is valued at each balance sheet date, until amounts become payable, with adjustments recorded within other expense (income), net in the consolidated statements of operations. During April 2021, in conjunction with an acquisition in China, we recorded fair value of contingent consideration of $7.3 million. As of December 31, 2022, the contingent consideration has decreased to $7.2 million as a result of accretion for the passage of time and currency translation. The contingent consideration was valued using a probability-weighted expected payment method. The analysis considered the timing of expected future cash flows and the probability of whether key elements of the contingent event are completed. Due to the significant unobservable inputs used in the valuations, these liabilities are categorized within Level 3 of the fair value hierarchy.
The table below presents the fair values of our financial instruments measured on a recurring basis by level within the fair value hierarchy at December 31, 2022 and December 31, 2021.
December 31, 2022December 31, 2021
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Prepaid expenses and other current assets:
Interest rate swaps (1)
$— $2.3 $— $2.3 $— $— $— $— 
Cross-currency swaps (2)
— 35.0 — 35.0 — 17.7 — 17.7 
Other assets:
Cross-currency swaps (2)
— 14.0 — 14.0 — 8.3 — 8.3 
Investments in equity securities
1.0 — — 1.0 0.7 — — 0.7 
Liabilities
Other accrued liabilities:
Interest rate swaps (1)
— — — — — 24.3 — 24.3 
Contingent consideration— — 7.2 7.2 — — 7.8 7.8 
Other liabilities:
Interest rate swaps (1)
— — — — — 1.9 — 1.9 
Long-term borrowings:
2024 Dollar Term Loans— — — — — 2,038.5 — 2,038.5 
2029 Dollar Term Loans— 1,976.3 — 1,976.3 — — — — 
2025 Euro Senior Notes
— 460.8 — 460.8 — 513.7 — 513.7 
2027 Dollar Senior Notes— 462.8 — 462.8 — 522.9 — 522.9 
2029 Dollar Senior Notes— 581.1 — 581.1 — 679.5 — 679.5 
(1)    Cash flow hedge
(2)     Net investment hedge
The table below presents a roll forward of activity for the Level 3 liabilities for the year ended December 31, 2022.
Fair Value Using Significant Unobservable Inputs
(Level 3)
Beginning balance January 1, 2022$7.8 
Business acquisition— 
Change in fair value(0.6)
Ending balance at December 31, 2022$7.2 
Derivative Financial Instruments
We selectively use derivative instruments to reduce market risk associated with changes in foreign currency exchange rates and interest rates. The use of derivatives is intended for hedging purposes only, and we do not enter into derivative instruments for speculative purposes. A description of each type of derivative used to manage risk is included in the following paragraphs.
Certain derivative instruments in use are contingent upon changes in LIBOR, which is the subject of recent reform and will cease being published in June 2023. The derivative instruments under LIBOR terms that we are currently party to will mature before June 2023.
Derivative Instruments Qualifying and Designated as Cash Flow and Net Investment Hedges
Interest Rate Caps Designated as Cash Flow Hedges
During the year ended December 31, 2017, we entered into four 1.5% interest rate caps with aggregate notional amounts totaling $850.0 million to hedge the variable interest rate exposures on our 2024 Dollar Term Loans. The final interest rate cap entered into during 2017, comprising $250.0 million of notional value, expired December 31, 2021 and had a deferred premium of $8.1 million at inception. All deferred premiums were paid quarterly over the term of the respective interest rate caps. These interest rate caps were marked to market at each reporting date and any unrealized gains or losses were included in AOCI and reclassified to interest expense in the same period or periods during which the hedged transactions affected earnings.
Interest Rate Swaps Designated as Cash Flow Hedges
During the three months ended June 30, 2018, we entered into three interest rate swaps with aggregate notional amounts totaling $475.0 million to hedge interest rate exposures related to variable rate borrowings under the 2024 Dollar Term Loans (which were subsequently replaced with the 2029 Dollar Term Loans). Under the terms of the interest rate swap agreements, the Company is required to pay the counter-parties a stream of fixed interest payments at a rate of 2.72% and in turn, receives variable interest payments based on 3-month LIBOR from the counter-parties. The interest rate swaps are designated as cash flow hedges and expire on March 31, 2023. These interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in AOCI and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings.
We refinanced our 2024 Dollar Term Loans in December 2022 and as a result transitioned the variable interest rate benchmark from LIBOR to SOFR. Despite the differing interest rate benchmarks between the interest rate swaps and the 2029 Dollar Term Loans, the interest rate swaps continue to qualify as cash flow hedges in accordance FASB's Topic 848, "Reference Rate Reform."
During the three months ended March 31, 2019, we entered into two interest rate swaps with aggregate notional amounts totaling $500.0 million, effective December 31, 2019, to hedge interest rate exposure associated with the 2024 Dollar Term Loans. Under the terms of the interest rate swap agreements, the Company was required to pay the counter-parties a stream of fixed interest payments at a rate of 2.59% and in turn, received variable interest payments based on 3-month LIBOR from the counter-parties. The interest rate swaps were designated as cash flow hedges and expired on December 31, 2022. These interest rate swaps were marked to market at each reporting date and any unrealized gains or losses were included in AOCI and reclassified to interest expense in the same period or periods during which the hedged transactions affected earnings.
During the three months ended March 31, 2020, we entered into two interest rate swaps with aggregate notional amounts totaling $400.0 million to hedge interest rate exposures associated with the 2024 Dollar Term Loans. Under the terms of the interest rate swap agreements, the Company was required to pay the counter-parties a stream of fixed interest payments at rates of 1.61% and 1.18% on $200.0 million of notional value for each instrument, and in turn, received variable interest payments based on 3-month LIBOR from the counter-parties. The interest rate swaps were designated as cash flow hedges and expired on December 31, 2022. These interest rate swaps were marked to market at each reporting date and any unrealized gains or losses were included in AOCI and reclassified to interest expense in the same period or periods during which the hedged transactions affected earnings.
Cross-Currency Swaps Designated as Net Investment Hedges
During the three months ended December 31, 2018, we notionally exchanged $475.0 million at a weighted average interest rate of 4.47% for €416.6 million at a weighted average interest rate of 1.44%. The cross-currency swaps are designated as net investment hedges and expire on March 31, 2023. These cross-currency swaps are marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments, within AOCI.
During the three months ended December 31, 2020, in connection with the issuance of the 2029 Dollar Senior Notes, we entered into two fixed-for-fixed cross-currency swaps with aggregate notional amounts totaling €335.0 million to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the cross-currency swap agreements, the Company notionally exchanged $396.3 million at a weighted average interest rate of 3.375% for €335.0 million at a weighted average interest rate of 2.15%. The cross-currency swaps were designated as net investment hedges and were set to expire on February 15, 2029. During March 2022, these were settled resulting in cash proceeds of $25.0 million. Concurrently, we entered into two fixed-for-fixed cross-currency swaps with an aggregate notional amount totaling €335.0 million to hedge the variability of exchange rate impacts between the U.S. Dollar and Euro. Under the terms of the new cross-currency swap agreements, the Company notionally exchanged $365.5 million at a weighted average interest rate of 3.375% for €335.0 million at a weighted average interest rate of 2.04%. The cross-currency swaps are designated as net investment hedges and expire on February 15, 2029. These cross-currency swaps are marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments, within AOCI.
Foreign Currency Forward Contracts Designated as Cash Flow Hedges
During the year ended December 31, 2020, we designated foreign currency forward contracts with a notional value of $8.3 million as cash flow hedges of the Company's exposure to variability in exchange rates on forecasted purchases of inventory denominated in foreign currencies. These forward currency contracts were marked to market at each reporting date and any unrealized gains or losses were included in AOCI and reclassified to cost of goods sold in the same period or periods during which the hedged transactions affect earnings. These foreign currency forward contracts expired during the year ended December 31, 2021.
During the three months ended March 31, 2022, we designated foreign currency forward contracts with a notional value of $3.0 million as cash flow hedges of the Company’s exposure to variability in exchange rates on forecasted purchases of inventory denominated in foreign currencies. These forward currency contracts are marked to market at each reporting date and any unrealized gains or losses are included in AOCI and reclassified to cost of goods sold in the same period or periods during which the hedged transactions affect earnings. As of December 31, 2022, each forward currency contract has matured, and therefore, will no longer be marked to market, but will reclassify to cost of goods sold in the same period or periods during which the hedged transactions affect earnings.
The following table presents the fair values of derivative instruments that qualify and have been designated as cash flow and net investment hedges included in AOCI:
 December 31,
20222021
AOCI:
Interest rate swaps (cash flow hedges)$(2.3)$26.3 
Foreign currency forward contracts (cash flow hedges)(0.2)— 
Cross-currency swaps (net investment hedges)(73.6)(26.0)
Total AOCI$(76.1)$0.3 
Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis.
The following tables set forth the locations and amounts recognized during the year ended December 31, 2022, 2021 and 2020 for these cash flow and net investment hedges.
Year Ended December 31,
202220212020
Derivatives in Cash Flow and Net Investment HedgesLocation of Loss (Gain) Recognized in Income on DerivativesNet Amount of Gain Recognized in OCI on DerivativesAmount of Loss (Gain) Recognized in IncomeNet Amount of Gain Recognized in OCI on DerivativesAmount of Loss (Gain) Recognized in IncomeNet Amount of Loss
Recognized in OCI on Derivatives
Amount of Loss (Gain) Recognized in Income
Interest rate capsInterest expense, net$— $— $— $2.6 $1.2 $2.1 
Interest rate swaps
Interest expense, net(21.8)6.8 (4.4)29.3 49.4 18.8 
Foreign currency forward contractsCost of goods sold(0.2)— — 0.3 0.3 — 
Cross-currency swaps
Interest expense, net(67.9)(20.3)(80.7)(19.5)42.6 (15.0)
Over the next 12 months, we expect a gain of $2.6 million pertaining to cash flow hedges to be reclassified from AOCI into earnings, related to our interest rate swaps.
Derivative Instruments Not Designated as Cash Flow Hedges
We periodically enter into foreign currency forward and option contracts to reduce market risk and hedge our balance sheet exposures and cash flows for subsidiaries with exposures denominated in currencies different from the functional currency of the relevant subsidiary. These contracts have not been designated as hedges and all gains and losses are marked to market through other expense (income), net in the consolidated statement of operations.
During July 2021, we entered into two foreign currency forward contracts with a total notional value of £259.1 million to hedge the variability in exchange rates between the execution date of the agreement to purchase U-POL and the closing of the transaction. The contracts were settled in September 2021, and we realized a loss of $0.6 million within other expense (income), net in the consolidated statement of operations.
Fair value gains and losses of derivative contracts, as determined using Level 2 inputs, that have not been designated for hedge accounting treatment are recorded in earnings as follows:
Derivatives Not Designated as
Hedging Instruments under
ASC 815
Location of (Gain) Loss
Recognized in Income on
Derivatives
Year Ended December 31,
202220212020
Foreign currency forward contracts
Other expense (income), net $(0.3)$(7.3)$3.3