v3.22.2.2
Financial Instruments
9 Months Ended
Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments Financial Instruments
We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward and option contracts to hedge certain short-term foreign currency denominated loans and third-party and intercompany transactions. We also use cross-currency swaps to hedge our net investments in our foreign subsidiaries. In addition, we use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance.
We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument is not designated as a hedge or ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments.
By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at September 30, 2022 and December 31, 2021, 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.
Our trade receivables do not represent a significant concentration of credit risk at September 30, 2022 and December 31, 2021, 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 objective 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.
The notional amount of the interest rate swaps designated as cash flow hedging instruments was $1.25 billion and $1.00 billion at September 30, 2022 and December 31, 2021, respectively.
On March 2, 2022, the Company entered into three-year interest rate swaps with an aggregate notional amount of $250 million, effective February 28, 2022 through February 27, 2025. For these swaps, the Company pays a fixed rate of 1.629% and receives the one-month Term SOFR rate.
On March 30, 2021, the Company entered into three-year interest rate swaps with an aggregate notional amount of $1 billion, effective March 29, 2021 through March 27, 2024. For these swaps, the Company pays a fixed rate of 0.467% and receives the one-month LIBOR rate.
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 or cross currency swaps, to execute our hedging strategies. Certain derivatives are designated as accounting hedges.
Foreign exchange forward contracts
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.
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). In addition, in connection with the acquisition of Bisnode, we entered into a zero-cost foreign currency collar in October 2020, with a notional amount of SEK 4.8 billion to reduce our foreign currency exposure. Unrealized gain associated with the instrument was $23.5 million at December 31, 2020. We settled the collar on January 8, 2021 with a total realized gain of $21.0 million upon the close of the Bisnode transaction, resulting in a loss of $2.5 million for the nine months ended September 30, 2021 reflected within “Non-operating income (expense) – net” in the condensed consolidated statements of operations and comprehensive income (loss).
As of September 30, 2022 and December 31, 2021, the notional amounts of our foreign exchange contracts were $325.9 million and $448.5 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). During 2022, we entered into various cross currency swaps as discussed below. They are all designated as net investment hedges of a portion of our foreign investments denominated in the Euro currency.
On April 13, 2022, the Company entered into three tranches of cross currency interest rate swaps, each with a notional amount of $125 million (€116 million) at two, three, and four year terms, where we receive USD coupons at fixed rates of 1.920%, 1.730%, and 1.550%, respectively, and pay EUR coupons of 0%. These swaps were terminated on April 28, 2022. Upon the termination of the swaps, we received $5.8 million, which was reported in OCI for the nine months ended September 30, 2022, and will remain within accumulated OCI until the period in which a disposal or substantial liquidation of the entities being hedged occurs.
On April 28, 2022, we executed three tranches of cross currency swaps, each with a notional amount of $125 million (€119 million) at two, three and four year terms, where we receive USD coupons at fixed rates of 2.187%, 1.997%, and 1.855%, respectively, and pay EUR coupons of 0%. These swaps were terminated on July 15, 2022 and replaced with new swaps with similar notional amounts (see discussion below). Upon the termination of the swaps, we received cash of $14.2 million, which was reported in OCI for the three and nine months ended September 30, 2022, and will remain within accumulated OCI until the period in which a disposal or substantial liquidation of the entities being hedged occurs. We also recorded payments of $0.3 million and $1.6 million for the three and nine months ended September 30, 2022, respectively, as contra expense within "Interest expense" in the condensed consolidated statements of operations and comprehensive income (loss).
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. For the three and nine months ended September 30, 2022, aggregate payments of $1.5 million were recorded as contra expense within "Interest expense" in the condensed consolidated statements of operations and comprehensive income (loss).
Fair Values of Derivative Instruments in the Condensed Consolidated Balance Sheets:
 
 Asset derivativesLiability derivatives
 September 30, 2022December 31, 2021September 30, 2022December 31, 2021
 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 SwapsSwap derivative assets$69.4 Swap derivative assets$10.1 Other accrued &
current liabilities
$— Other accrued &
current liabilities
$— 
Net investment hedge derivative:
Cross-currency swapsSwap derivative assets9.8  — — — 
Total derivatives designated as hedging instruments:$79.2 $10.1 $— $— 
Derivatives not designated as hedging instruments:
Foreign exchange forward contractsOther current
assets
$5.6 Other current
assets
$1.9 Other accrued &
current liabilities
$2.1 Other accrued &
current liabilities
$0.7 
Total derivatives not designated as hedging instruments:$5.6 $1.9 $2.1 $0.7 
Total derivatives$84.8 $12.0 $2.1 $0.7 

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss):
Amount of pre-tax gain or (loss) recognized in OCI on derivativeAmount of gain or (loss) reclassified from accumulated OCI into incomeAmount of gain or (loss) recognized in income on derivative
Three months ended September 30, Three months ended September 30, Three months ended September 30,
Derivatives designated as hedging instruments20222021Location of gain or (loss) reclassified from accumulated OCI into income20222021Location of gain or (loss) recognized in income on derivative20222021
Cash flow hedge derivative:
   Interest rate swaps$17.0 $(0.2)Interest expense$4.8 $(0.9)Interest expense$4.8 $(0.9)
Net investment hedge derivative:
   Cross-currency swaps$22.4 $—  $— $—  $— $— 
Amount of pre-tax gain or (loss) recognized in OCI on derivativeAmount of gain or (loss) reclassified from accumulated OCI into incomeAmount of gain or (loss) recognized in income on derivative
Nine months ended September 30, Nine months ended September 30, Nine months ended September 30,
Derivatives designated as hedging instruments20222021Location of gain or (loss) reclassified from accumulated OCI into income20222021Location of gain or (loss) recognized in income on derivative20222021
Cash flow hedge derivative
   Interest rate swaps$59.3 $1.4 Interest expense$3.9 $(2.4)Interest expense$3.9 $(2.4)
Net investment hedge derivative
   Cross-currency swaps$29.9 $—  $— $—  $— $— 

Amount of gain (loss) recognized in income on derivatives
Three months ended September 30, Nine months ended September 30,
Derivatives not designated as hedging instrumentsLocation of gain or (loss) recognized in income on derivatives2022202120222021
Foreign exchange collarNon-operating income (expense) – net$— $— $— $(2.5)
Foreign exchange forward contractsNon-operating income (expense) – net$(14.4)$(3.6)$(29.3)$(2.1)

The net amount related to the interest rate swaps expected to be reclassified into earnings over the next 12 months is approximately $49 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 September 30, 2022 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 September 30, 2022
Assets:
Cash equivalents (1)
$0.8 $— $— $0.8 
Other current assets:
Foreign exchange forwards (2)
$— $5.6 $— $5.6 
Swap arrangements (3)
$— $79.2 $— $79.2 
Liabilities:
Other accrued and current liabilities:
Foreign exchange forwards (2)
$— $2.1 $— $2.1 
The following table summarizes fair value measurements by level at December 31, 2021 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, 2021
Assets:
Cash equivalents (1)
$1.7 $— $— $1.7 
Other current assets:
Foreign exchange forwards (2)
$— $1.9 $— $1.9 
Swap arrangements (3)
$— $10.1 $— $10.1 
Liabilities:
Other accrued and current liabilities:
Foreign exchange forwards (2)
$— $0.7 $— $0.7 
(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)Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation.
(3)Represents interest rate swap and cross currency swap agreements of $69.4 million and $9.8 million, respectively. 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 nine months ended September 30, 2022 and 2021.
At September 30, 2022 and December 31, 2021, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value are 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
 September 30, 2022December 31, 2021
 Carrying
amount
Fair valueCarrying
amount
Fair value
Long-term debt (1)
$453.8 $375.2 $866.4 $924.5 
Revolving facility$46.2 $47.1 $160.0 $162.7 
Term loans (2)
$3,084.8 $3,204.8 $2,718.4 $2,840.7 
(1)Includes the 5.000% Senior Unsecured Notes at September 30, 2022, and the 5.000% Senior Unsecured Notes and 6.875% Senior Secured Notes at December 31, 2021.
(2)Includes short-term and long-term portions of the term loans.
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."