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Financial Instruments
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments Financial Instruments
The Company is exposed to global market risks, including risks from changes in foreign exchange rates and changes in interest rates. Accordingly, we use derivatives to manage the aforementioned financial exposures that occur in the normal course of business. We do not use derivatives for trading or speculative purposes. By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at June 30, 2024 and December 31, 2023, there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures and by selection of reputable counterparties. Collateral is generally not required for these types of investments.
Our trade receivables do not represent a significant concentration of credit risk at June 30, 2024 and December 31, 2023, because we sell to a large number of clients in different geographical locations and industries.
Interest Rate Risk Management
Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a practice that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet.
We use interest rate swaps to manage the impact of interest rate changes on our earnings. Under the swap agreements, we make monthly payments based on the fixed interest rate and receive monthly payments based on the floating rate. The purpose
of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. The swaps are designated and accounted for as cash flow hedges. Changes in the fair value of the hedging instruments are recorded in other comprehensive income (loss) ("OCI"), net of tax, and reclassified to earnings in the same line item associated with the hedged item when the hedged item impacts earnings.
Effective on August 28, 2023, we amended our interest rate swap agreements with an aggregate notional amount of $1,000 million that originally matured on March 27, 2024 ("2024 interest rate swaps"). The amendments extend the maturity date to March 27, 2025. Under the amended agreements, the Company pays a fixed rate of 3.214% and receives the one-month SOFR rate. As a result of the amendment, the 2024 interest rate swaps were de-designated and the unrealized gain of $29.0 million included within accumulated other comprehensive income (loss) was frozen and had been systematically reclassified to earnings as a reduction to interest expense over the original term of the 2024 interest rate swaps. Additionally, the amended swaps had an aggregate fair value of $29.0 million at inception and is ratably recorded to accumulated other comprehensive income (loss) and reclassified to earnings as an increase to interest expense over the term of the amended interest rate swaps. At the inception of the amended interest rate swaps, we performed a quantitative effectiveness assessment and determined that the swaps qualified for cash flow hedge accounting. Changes in the fair value of the hedging instruments are recorded in OCI, net of tax, and reclassified to earnings in the same line item associated with the hedged item when the hedged item impacts earnings. Additionally, we perform quantitative tests to assess hedging effectiveness over the remaining life of the amended swaps.
On February 2, 2023, the Company entered into three-year interest rate swaps with an aggregate notional amount of $1,500 million, effective January 27, 2023 through February 8, 2026. For these swaps, the Company pays a fixed rate of 3.695% and received the one-month LIBOR rate through June 27, 2023 and receives the one-month Term SOFR rate after June 27, 2023 for the remainder of the term.
During the second quarter of 2023, we modified our Senior Secured Credit Facility to complete the transition of reference rate from LIBOR to SOFR. As a result, our interest rate swap agreements which previously received one-month LIBOR interest were also modified to receive one-month SOFR interest. We utilized the expedients set forth in ASC Topic 848, including those relating to derivative instruments used in hedging relationships. This transition did not result in a financial impact to our consolidated financial statements.
The following table summarizes our interest rate swaps as of June 30, 2024 and December 31, 2023:
Expiration date
Fixed rate
Notional amount
June 30, 2024December 31, 2023
February 27, 20251.629%$250$250
March 27, 20253.214%1,0001,000
February 8, 20263.695%1,5001,500
Total interest rate swaps$2,750$2,750
Foreign Exchange Risk Management
Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. From time to time, we follow a practice of hedging certain balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We may use short-term, foreign exchange forward and, from time to time, option contracts to execute our hedging strategies. Certain derivatives are designated as accounting hedges.
Foreign exchange forward contracts
To decrease earnings volatility, we currently hedge substantially all our intercompany balance positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. The underlying transactions and the corresponding foreign exchange forward contracts are marked to market
at the end of each quarter and the fair value impacts are reflected within “Non-operating income (expense) – net” in the condensed consolidated statements of operations and comprehensive income (loss).
These contracts are denominated primarily in the British pound sterling, the Euro, the Swedish Krona, and the Norwegian Krone. Our foreign exchange forward contracts are not designated as hedging instruments under authoritative guidance and typically have maturities of 12 months or less.
As of June 30, 2024 and December 31, 2023, the notional amounts of our foreign exchange contracts were $445.6 million and $653.1 million, respectively.
Cross-currency interest rate swaps
To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency interest rate swaps. Cross-currency swaps are designated as net investment hedges of a portion of our foreign investments denominated in the non-U.S. dollar currency. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates, are partly offset by movements in the fair value of our cross-currency swap contracts. The change in the fair value of the swaps in each period is reported in OCI, net of tax. Such amounts will remain in accumulated OCI until the liquidation or substantial liquidation of our investment in the underlying foreign operations. Through the respective maturity dates of each of the swap contracts, we receive monthly fixed-rate interest payments, which are recorded as contra expense within "Interest expense" in the condensed consolidated statements of operations and comprehensive income (loss). They are designated as net investment hedges of a portion of our foreign investments denominated in the Euro currency.
On April 16, 2024, we executed three tranches of cross-currency swaps with a total notional amount of $250 million (€235.4 million). Two tranches have a notional amount of $75 million each with a four-year term, where we receive USD coupons at fixed rates of 1.676% and 1.685%, respectively, and pay EUR coupons of 0%. The remaining tranche has a notional amount of $100 million with a five-year term, where we receive USD coupons at the fixed rate of 1.703%, and pay EUR coupons of 0%. On the maturity date of each tranche, we will receive the respective notional amount in USD and pay the counterparty the same in euros. We received aggregate payments of $0.7 million for the three and six months ended June 30, 2024. These payments were recorded as contra expense within "Interest expense" in the condensed consolidated statements of operations and comprehensive income (loss).

On February 28, 2024, we executed three tranches of cross-currency swaps with a total notional amount of $250 million (€230.6 million). Two tranches have a notional amount of $75 million each with a four-year term, where we receive USD coupons at fixed rates of 1.271% and 1.224%, respectively, and pay EUR coupons of 0%. The remaining tranche has a notional amount of $100 million with a five-year term, where we receive USD coupons at the fixed rate of 1.260%, and pay EUR coupons of 0%. On the maturity date of each tranche, we will receive the respective notional amount in USD and pay the counterparty the same in euros. We received aggregate payments of $0.3 million for the six months ended June 30, 2024. These payments were recorded as contra expense within "Interest expense" in the condensed consolidated statements of operations and comprehensive income (loss). These swaps were terminated on April 16, 2024 and replaced with new swaps with similar notional amounts and terms (see discussion above). Upon the termination of the swaps, we paid cash of $0.4 million, which was reported in OCI for the three and six months ended June 30, 2024, and will remain within accumulated OCI until the period in which a disposal or substantial liquidation of the entities hedged occurs.

On July 15, 2022, we executed three tranches of cross-currency swaps, each with a notional amount of $125 million (€124 million) at two, three, and four-year terms, where we receive USD coupons at fixed rates of 2.205%, 1.883%, and 1.723%, respectively, and pay EUR coupons of 0%. On the maturity date of each tranche, we will receive the notional amount of $125 million, and pay the counterparty €124 million. We received aggregate payments of $1.7 million and $3.5 million for the three and six months ended June 30, 2024, respectively, and $1.8 million and $3.6 million for the three and six months ended June 30, 2023, respectively. These payments were recorded as contra expense within "Interest expense" in the condensed consolidated statements of operations and comprehensive income (loss). Effective April 19, 2024 we amended our cross- currency interest rate swap agreements with an aggregate notional amount of $125 million that mature on July 19, 2024. The amendments extend the maturity date to July 19, 2027, and change the USD coupon fixed rate to 1.400%. As a result of the amendment, the cross-currency interest rate swap with the maturity date of July 19, 2024 was de-designated and the unrealized loss of $0.3 million related to the off-market component included within accumulated other comprehensive income (loss) will be systematically reclassified to earnings as a reduction to interest expense through July 19, 2027.
Fair Values of Derivative Instruments in the Condensed Consolidated Balance Sheets:
 
 Asset derivativesLiability derivatives
 June 30, 2024December 31, 2023June 30, 2024December 31, 2023
 Balance sheet
location
Fair valueBalance sheet
location
Fair valueBalance sheet
location
Fair valueBalance sheet
location
Fair value
Derivatives designated as hedging instruments:
Cash flow hedge derivative:
Interest rate swapsOther current assets$42.1 Other current assets$33.1 Other accrued &
current liabilities
$— Other accrued &
current liabilities
$— 
Net investment hedge derivative:
Cross-currency swapsOther current assets— Other current assets— Other accrued &
current liabilities
22.4 Other accrued &
current liabilities
34.1 
Total derivatives designated as hedging instruments$42.1 $33.1 $22.4 $34.1 
Derivatives not designated as hedging instruments:
Foreign exchange forward contractsOther current
assets
$1.5 Other current
assets
$8.0 Other accrued &
current liabilities
$0.5 Other accrued &
current liabilities
$2.3 
Total derivatives not designated as hedging instruments$1.5 $8.0 $0.5 $2.3 
Total derivatives$43.6 $41.1 $22.9 $36.4 


The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss):
Amount of pre-tax net gain or (loss) recognized in OCI on derivative
Amount of gain or (loss) reclassified from accumulated OCI into incomeAmount of gain or (loss) recognized in income on derivative
Three months ended June 30, Three months ended June 30, Three months ended June 30,
Derivatives designated as hedging instruments20242023Location of gain or (loss) reclassified from accumulated OCI into income20242023Location of gain or (loss) recognized in income on derivative20242023
Cash flow hedge derivative:
   Interest rate swaps$(0.5)$24.9 Interest expense$9.9 $18.7 Interest expense$9.9 $18.7 
Net investment hedge derivative:
   Cross-currency swaps$4.7 $(5.8) $— $—  $— $— 
Amount of pre-tax net gain or (loss) recognized in OCI on derivative
Amount of gain or (loss) reclassified from accumulated OCI into incomeAmount of gain or (loss) recognized in income on derivative
Six months ended June 30,
Six months ended June 30,
Six months ended June 30,
Derivatives designated as hedging instruments20242023Location of gain or (loss) reclassified from accumulated OCI into income20242023Location of gain or (loss) recognized in income on derivative20242023
Cash flow hedge derivative:
   Interest rate swaps$5.8 $10.4 Interest expense$31.1 $33.0 Interest expense$31.1 $33.0 
Net investment hedge derivative:
   Cross-currency swaps$11.3 $(9.1) $— $—  $— $— 

Amount of gain (loss) recognized in income on derivatives
Three months ended June 30, Six months ended June 30,
Derivatives not designated as hedging instrumentsLocation of gain or (loss) recognized in income on derivatives2024202320242023
Foreign exchange forward contractsNon-operating income (expense) – net$(5.2)$7.1 $(4.2)$10.9 

The net amount related to the interest rate swaps expected to be reclassified into earnings over the next 12 months is approximately $39 million.
Fair Value of Financial Instruments
Our financial assets and liabilities that are reflected in the condensed consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings.
The following table summarizes fair value measurements by level at June 30, 2024 for assets and liabilities measured at fair value on a recurring basis:
Quoted prices in
active markets
for identical
assets (level I)
Significant other
observable
inputs (level II)
Significant
unobservable
inputs
(level III)
Balance at June 30, 2024
Assets:
Cash equivalents (1)
$0.4 $— $— $0.4 
Other current assets:
Foreign exchange forwards (2)
$— $1.5 $— $1.5 
Interest rate swap arrangements (3)
$— $42.1 $— $42.1 
Liabilities:
Other accrued and current liabilities:
Foreign exchange forwards (2)
$— $0.5 $— $0.5 
Cross-currency swap arrangements (3)
$— $22.4 $— $22.4 

The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis:
Quoted prices in
active markets
for identical
assets (level I)
Significant other
observable
inputs (level II)
Significant
unobservable
inputs
(level III)
Balance at December 31, 2023
Assets:
Cash equivalents (1)
$0.9 $— $— $0.9 
Other current assets:
Foreign exchange forwards (2)
$— $8.0 $— $8.0 
Interest rate swap arrangements (3)
$— $33.1 $— $33.1 
Liabilities:
Other accrued and current liabilities:
Foreign exchange forwards (2)
$— $2.3 $— $2.3 
Cross-currency swap arrangements (3)
$— $34.1 $— $34.1 
(1)The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less.
(2)Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation.
(3)Fair value is determined based on observable market data.
There were no transfers between Levels I and II or transfers in or transfers out of Level III in the fair value hierarchy for both the six months ended June 30, 2024 and 2023.
At June 30, 2024 and December 31, 2023, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows:
 
 Balance at
 June 30, 2024December 31, 2023
 Carrying
amount
Fair valueCarrying
amount
Fair value
Long-term debt (1)
$455.3 $420.9 $454.9 $420.3 
Revolving facility$120.0 $113.0 $25.0 $24.6 
Term loans (2)
$3,076.1 $2,927.4 $3,065.3 $3,003.9 
(1)Represents the 5.000% Senior Unsecured Notes.
(2)Includes short-term and long-term portions of the Term Loan Facility.
Items Measured at Fair Value on a Nonrecurring Basis
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and for acquisition accounting in accordance with the guidance in ASC 805 "Business Combinations."