Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 15, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Sensata Technologies Holding N.V. | ' |
Entity Central Index Key | '0001477294 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 168,749,263 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $196,737 | $317,896 |
Accounts receivable, net of allowances of $9,624 and $9,199 as of September 30, 2014 and December 31, 2013, respectively | 378,747 | 291,723 |
Inventories | 274,306 | 183,395 |
Deferred income tax assets | 25,408 | 20,975 |
Prepaid expenses and other current assets | 56,131 | 41,642 |
Total current assets | 931,329 | 855,631 |
Property, plant and equipment, at cost | 786,325 | 675,690 |
Accumulated depreciation | -366,864 | -331,033 |
Property, plant and equipment, net | 419,461 | 344,657 |
Goodwill | 1,886,002 | 1,756,049 |
Other intangible assets, net of accumulated amortization of $1,180,157 and $1,079,595 as of September 30, 2014 and December 31, 2013, respectively | 592,920 | 502,388 |
Deferred income tax assets | 10,623 | 10,623 |
Deferred financing costs | 18,459 | 19,132 |
Other assets | 21,846 | 10,344 |
Total assets | 3,880,640 | 3,498,824 |
Current liabilities: | ' | ' |
Current portion of long-term debt, capital lease and other financing obligations | 168,379 | 8,100 |
Accounts payable | 219,478 | 177,539 |
Income taxes payable | 3,788 | 5,785 |
Accrued expenses and other current liabilities | 172,301 | 123,239 |
Deferred income tax liabilities | 2,012 | 3,829 |
Total current liabilities | 565,958 | 318,492 |
Deferred income tax liabilities | 322,440 | 281,364 |
Pension and post-retirement benefit obligations | 32,343 | 19,508 |
Capital lease and other financing obligations, less current portion | 46,525 | 48,845 |
Long-term debt, net of discount, less current portion | 1,663,708 | 1,667,021 |
Other long-term liabilities | 25,769 | 22,006 |
Commitments and contingencies | ' | ' |
Total liabilities | 2,656,743 | 2,357,236 |
Shareholders' equity: | ' | ' |
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued as of September 30, 2014 and December 31, 2013 | 2,289 | 2,289 |
Treasury shares, at cost, 9,687 and 6,462 shares as of September 30, 2014 and December 31, 2013, respectively | -383,193 | -236,346 |
Additional paid-in capital | 1,607,059 | 1,596,544 |
Retained earnings/(accumulated deficit) | 9,122 | -187,792 |
Accumulated other comprehensive loss | -11,380 | -33,107 |
Total shareholders' equity | 1,223,897 | 1,141,588 |
Total liabilities and shareholders' equity | $3,880,640 | $3,498,824 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Current assets: | ' | ' | ' | ' |
Accounts receivable, allowances | $9,624 | ' | $9,199 | ' |
Other intangibles, accumulated amortization | $1,180,157 | ' | $1,079,595 | ' |
Shareholders' equity: | ' | ' | ' | ' |
Ordinary shares, nominal value per share (in euros) | ' | € 0.01 | ' | € 0.01 |
Ordinary shares, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 |
Ordinary shares, shares issued | 178,437,000 | 178,437,000 | 178,437,000 | 178,437,000 |
Treasury shares | 9,687,000 | 9,687,000 | 6,462,000 | 6,462,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net revenue | $577,095 | $498,886 | $1,704,542 | $1,475,717 |
Operating costs and expenses: | ' | ' | ' | ' |
Cost of revenue | 371,940 | 309,061 | 1,097,585 | 940,442 |
Research and development | 19,525 | 15,189 | 55,681 | 43,113 |
Selling, general and administrative | 52,985 | 40,355 | 148,295 | 121,430 |
Amortization of intangible assets | 35,985 | 33,670 | 100,562 | 100,706 |
Restructuring and special charges | 4,543 | 512 | 7,148 | 4,538 |
Total operating costs and expenses | 484,978 | 398,787 | 1,409,271 | 1,210,229 |
Profit from operations | 92,117 | 100,099 | 295,271 | 265,488 |
Interest expense | -23,874 | -23,476 | -70,973 | -71,573 |
Interest income | 321 | 232 | 910 | 780 |
Other, net | -8,578 | 9,390 | -4,108 | -25,411 |
Income before taxes | 59,986 | 86,245 | 221,100 | 169,284 |
(Benefit from)/provision for income taxes | -21,977 | 20,223 | 6,871 | 48,226 |
Net income | $81,963 | $66,022 | $214,229 | $121,058 |
Basic net income per share: (in dollars per share) | $0.49 | $0.38 | $1.26 | $0.69 |
Diluted net income per share: (in dollars per share) | $0.48 | $0.37 | $1.24 | $0.67 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Net income | $81,963 | $66,022 | $214,229 | $121,058 |
Other comprehensive income/(loss), net of tax: | ' | ' | ' | ' |
Net unrealized gain/(loss) on derivative instruments designated and qualifying as cash flow hedges | 18,044 | -7,892 | 22,097 | -1,044 |
Amortization of net loss and prior service (credit)/cost on defined benefit and retiree healthcare plans | -170 | 434 | -370 | 1,306 |
Other comprehensive income/(loss) | 17,874 | -7,458 | 21,727 | 262 |
Comprehensive income | $99,837 | $58,564 | $235,956 | $121,320 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $214,229 | $121,058 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 45,161 | 38,034 |
Amortization of deferred financing costs and original issue discounts | 3,605 | 3,291 |
Currency remeasurement gain on debt | -2 | -354 |
Share-based compensation | 9,920 | 7,358 |
Loss on debt refinancing | 0 | 7,111 |
Amortization of inventory step-up to fair value | 1,658 | 0 |
Amortization of intangible assets | 100,562 | 100,706 |
(Gain)/loss on disposition of assets | -578 | 946 |
Deferred income taxes | -13,280 | 24,598 |
Gains from insurance proceeds | -2,417 | -5,000 |
Unrealized loss on hedges and other non-cash items | 7,023 | 12,203 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable, net | -57,178 | -45,452 |
Inventories | -62,868 | -5,546 |
Prepaid expenses and other current assets | -1,461 | 2,820 |
Accounts payable and accrued expenses | 41,764 | 50,464 |
Income taxes payable | -1,997 | 3,305 |
Other | -3,994 | -6,776 |
Net cash provided by operating activities | 280,147 | 308,766 |
Cash flows from investing activities: | ' | ' |
Additions to property, plant and equipment and capitalized software | -101,104 | -55,523 |
Insurance proceeds | 2,417 | 6,400 |
Proceeds from sale of assets | 5,467 | 326 |
Acquisition payments, net of cash received | -298,525 | -411 |
Net cash used in investing activities | -391,745 | -49,208 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options and issuance of ordinary shares | 18,083 | 17,229 |
Proceeds from issuance of debt | 195,000 | 500,000 |
Payments on debt | -40,993 | -709,816 |
Repurchase of ordinary shares from SCA | -169,680 | 0 |
Payments to repurchase ordinary shares | -11,971 | -126,155 |
Payments of debt issuance costs | 0 | -6,156 |
Net cash used in financing activities | -9,561 | -324,898 |
Net change in cash and cash equivalents | -121,159 | -65,340 |
Cash and cash equivalents, beginning of period | 317,896 | 413,539 |
Cash and cash equivalents, end of period | $196,737 | $348,199 |
Business_Description_and_Basis
Business Description and Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Business Description and Basis of Presentation | ' |
Business Description and Basis of Presentation | |
Business Description | |
The accompanying unaudited condensed consolidated financial statements presented herein reflect the financial position, results of operations, comprehensive income, and cash flows of Sensata Technologies Holding N.V. and its wholly-owned subsidiaries, collectively referred to as the “Company,” “Sensata,” “we,” “our,” or “us.” | |
We are incorporated under the laws of the Netherlands. We conduct our operations through subsidiary companies that operate business and product development centers in the United States (the “U.S.”), the Netherlands, Belgium, China, Germany, and Japan; and manufacturing operations in China, South Korea, Malaysia, Mexico, the Dominican Republic, Bulgaria, Poland, and the U.S. We organize our operations into the sensors and controls businesses. | |
Our sensors business is a manufacturer of pressure, temperature, speed, position, and force sensors, and electromechanical products used in subsystems of automobiles (e.g., engine, air conditioning, and ride stabilization), heavy on- and off-road vehicles, and in industrial products such as heating, ventilation, and air conditioning (“HVAC”) systems. These products help improve performance, for example, by making an automobile’s heating and air conditioning systems work more efficiently, thereby improving gas mileage. These products are also used in systems that address safety and environmental concerns, for example by improving the stability control of the vehicle and reducing vehicle emissions. | |
Our controls business is a manufacturer of a variety of control products used in industrial, aerospace, military, commercial, and residential markets. These products include motor and compressor protectors, circuit breakers, semiconductor burn-in test sockets, electronic HVAC controls, power inverters, precision switches, and thermostats. These products help prevent damage from overheating and fires in a wide variety of applications, including commercial HVAC systems, refrigerators, aircraft, automobiles, lighting, and other industrial applications. The controls business also manufactures direct current to alternating current power inverters, which enable the operation of electronic equipment when grid power is not available. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q, and therefore do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year, nor were those of the comparable 2013 periods necessarily representative of those actually experienced for the full year 2013. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. | |
All intercompany balances and transactions have been eliminated. | |
All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. |
New_Accounting_Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Standards | ' |
New Accounting Standards | |
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification ("ASC") Topic (ASC Topic 606, Revenue from Contracts with Customers) the current guidance found in ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. The core principle of the guidance is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In achieving this objective, an entity must perform five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations of the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also clarifies how an entity should account for costs of obtaining or fulfilling a contract in a new ASC Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers. | |
ASU 2014-09 is effective for public companies for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is not permitted. ASU 2014-09 may be applied using either a full retrospective approach, in which all years included in the financial statements are presented under the revised guidance, or a modified retrospective approach. Under the modified retrospective approach, financial statements will be prepared using the new standard for the year of adoption, but not for prior years. Under this method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the company and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. We will adopt ASU 2014-09 on January 1, 2017 and are currently evaluating the impact that this adoption will have on our consolidated financial statements. At this time, we have not determined the transition method that will be used. |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
The components of inventories as of September 30, 2014 and December 31, 2013 were as follows: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 96,500 | $ | 82,350 | ||||
Work-in-process | 48,713 | 32,790 | ||||||
Raw materials | 129,093 | 68,255 | ||||||
Total | $ | 274,306 | $ | 183,395 | ||||
Shareholders_Equity
Shareholders' Equity | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Shareholders' Equity | ' | ||||||||||||
Shareholders' Equity | |||||||||||||
Treasury Shares | |||||||||||||
In October 2012, our Board of Directors authorized a $250.0 million share repurchase program. In October 2013 and February 2014, the Board of Directors authorized amendments to the terms of the program, in each case to reset the amount available for share repurchases to $250.0 million. Under this program, we may repurchase ordinary shares from time to time, at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, in the open market or in privately negotiated transactions. The share repurchase program may be modified or terminated by our Board of Directors at any time. | |||||||||||||
During the nine months ended September 30, 2014, we repurchased 4,302 ordinary shares for an aggregate purchase price of approximately $181.7 million at a weighted-average price of $42.22 per ordinary share. Of the ordinary shares repurchased, 4,000 were repurchased from Sensata Investment Company S.C.A. ("SCA") in a private, non-underwritten transaction, concurrent with the closing of the May 2014 secondary offering, at $42.42 per ordinary share, which was equal to the price paid by the underwriters. | |||||||||||||
During the nine months ended September 30, 2013, we repurchased 3,902 ordinary shares for an aggregate purchase price of approximately $126.2 million at a weighted-average price of $32.33 per ordinary share. | |||||||||||||
Ordinary shares repurchased by us are recorded at cost as treasury shares and result in a reduction of shareholders' equity. We reissue treasury shares as part of our share-based compensation programs and employee stock purchase plan. When shares are reissued, we determine cost using the first-in, first-out method. During the nine months ended September 30, 2014 and September 30, 2013, we reissued 1,077 and 2,123 treasury shares, respectively, as part of our share-based compensation programs and employee stock purchase plan. During the nine months ended September 30, 2014, in connection with our treasury share reissuances, we recognized a loss of $17.3 million that was recorded in Retained earnings/(accumulated deficit). | |||||||||||||
Secondary Offerings | |||||||||||||
In May 2014 and September 2014, we completed secondary offerings of our ordinary shares in which SCA sold 11.5 million and 15.1 million ordinary shares, respectively, at offering prices of $42.42 and $47.30 per ordinary share, respectively. We did not receive any proceeds from these offerings. As of September 30, 2014, SCA no longer owned any of our outstanding ordinary shares. | |||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||
The following is a roll forward of the components of Accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2014: | |||||||||||||
Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Accumulated Other Comprehensive Loss | |||||||||||
Balance as of December 31, 2013 | $ | (7,612 | ) | $ | (25,495 | ) | $ | (33,107 | ) | ||||
Other comprehensive income before reclassifications | 17,817 | — | 17,817 | ||||||||||
Amounts reclassified from Accumulated other comprehensive loss | 4,280 | (370 | ) | 3,910 | |||||||||
Net current period other comprehensive income/(loss) | 22,097 | (370 | ) | 21,727 | |||||||||
Balance as of September 30, 2014 | $ | 14,485 | $ | (25,865 | ) | $ | (11,380 | ) | |||||
The details of the amounts reclassified from Accumulated other comprehensive loss for the three and nine months ended September 30, 2014 and September 30, 2013 are as follows: | |||||||||||||
For the three months ended September 30, 2014 and September 30, 2013 | |||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Affected Line in Condensed Consolidated Statement of Operations | ||||||||||||
Component | For the three months ended September 30, 2014 | For the three months ended September 30, 2013 | |||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||
Interest rate caps | $ | 232 | $ | 257 | Interest expense (1) | ||||||||
Foreign currency forward contracts | 822 | (93 | ) | Net revenue (1) | |||||||||
Foreign currency forward contracts | (512 | ) | (426 | ) | Cost of revenue (1) | ||||||||
542 | (262 | ) | Total before tax | ||||||||||
(132 | ) | 65 | (Benefit from)/provision for income taxes | ||||||||||
$ | 410 | $ | (197 | ) | Net of tax | ||||||||
Defined benefit and retiree healthcare plans | $ | (121 | ) | $ | 462 | Various (2) | |||||||
(49 | ) | (28 | ) | (Benefit from)/provision for income taxes | |||||||||
$ | (170 | ) | $ | 434 | Net of tax | ||||||||
For the nine months ended September 30, 2014 and September 30, 2013 | |||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Affected Line in Condensed Consolidated Statement of Operations | ||||||||||||
Component | For the nine months ended September 30, 2014 | For the nine months ended September 30, 2013 | |||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||
Interest rate caps | $ | 972 | $ | 772 | Interest expense (1) | ||||||||
Interest rate caps | — | 1,097 | Other, net (1) | ||||||||||
Foreign currency forward contracts | 5,543 | 195 | Net revenue (1) | ||||||||||
Foreign currency forward contracts | (811 | ) | (1,491 | ) | Cost of revenue (1) | ||||||||
5,704 | 573 | Total before tax | |||||||||||
(1,424 | ) | (144 | ) | (Benefit from)/provision for income taxes | |||||||||
$ | 4,280 | $ | 429 | Net of tax | |||||||||
Defined benefit and retiree healthcare plans | $ | (307 | ) | $ | 1,392 | Various (2) | |||||||
(63 | ) | (86 | ) | (Benefit from)/provision for income taxes | |||||||||
$ | (370 | ) | $ | 1,306 | Net of tax | ||||||||
(1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. | |||||||||||||
(2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, and Selling, general and administrative line items in the condensed consolidated statement of operations. These amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring_and_Special_Char
Restructuring and Special Charges | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||||||
Restructuring and Special Charges | ' | ||||||||||||||||||||
Restructuring and Special Charges | |||||||||||||||||||||
Restructuring | |||||||||||||||||||||
Our restructuring programs are described below. | |||||||||||||||||||||
2011 Plan | |||||||||||||||||||||
In 2011, we committed to a restructuring plan (the "2011 Plan") to reduce the workforce in several business centers and manufacturing facilities throughout the world and to move certain manufacturing operations to our low-cost sites. In 2012, we expanded the 2011 Plan to include additional costs associated with ceasing manufacturing in our JinCheon, South Korea facility. These actions were completed in 2013, and we do not expect to incur any additional charges related to this plan. Substantially all remaining payments have been made. | |||||||||||||||||||||
MSP Plan | |||||||||||||||||||||
On January 28, 2011, we acquired the Magnetic Speed and Position ("MSP") business from Honeywell International Inc. On January 31, 2011, we announced a plan (the “MSP Plan”) to close the manufacturing facilities in Freeport, Illinois and Brno, Czech Republic. Restructuring charges related to these actions consisted primarily of severance and facility exit and other costs. These actions were completed in 2013, and we do not expect to incur any additional charges related to this plan. Substantially all remaining payments have been made. | |||||||||||||||||||||
Special Charges | |||||||||||||||||||||
On September 30, 2012, a fire damaged a portion of our manufacturing facility in JinCheon, South Korea. During the nine months ended September 30, 2014, we recognized $7.3 million of insurance proceeds related to this fire, which were partially offset by certain charges and expenses incurred during the second quarter of 2014 related to the completed transformation of our South Korean operations. During the three months ended September 30, 2014, we did not recognize any insurance proceeds related to this fire. The insurance proceeds received during the nine months ended September 30, 2014, and the offsetting charges and expenses incurred during the second quarter of 2014, were recognized in the Cost of revenue line of our condensed consolidated statements of operations. As discussed in Note 10, "Commitments and Contingencies," we classify insurance proceeds in our condensed consolidated statements of operations in a manner consistent with the related losses. | |||||||||||||||||||||
During the nine months ended September 30, 2013, we recognized $7.5 million of insurance proceeds related to this fire, of which $0.8 million was recorded in Restructuring and special charges, and the remainder in Cost of revenue. During the three months ended September 30, 2013, we recognized $5.0 million of insurance proceeds related to this fire, all of which was recorded in Cost of revenue. | |||||||||||||||||||||
Summary of Restructuring Programs | |||||||||||||||||||||
The following tables present costs/(gains) recorded within the condensed consolidated statements of operations associated with our restructuring activities and special charges, and where these amounts were recognized, for the three and nine months ended September 30, 2014 and September 30, 2013: | |||||||||||||||||||||
For the three months ended September 30, 2014 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | — | $ | — | $ | 4,543 | $ | — | $ | 4,543 | |||||||||||
Other, net | — | — | (1 | ) | — | (1 | ) | ||||||||||||||
Cost of revenue | — | — | — | — | — | ||||||||||||||||
Total | $ | — | $ | — | $ | 4,542 | $ | — | $ | 4,542 | |||||||||||
For the three months ended September 30, 2013 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | 498 | $ | — | $ | 14 | $ | — | $ | 512 | |||||||||||
Other, net | (12 | ) | — | 13 | — | 1 | |||||||||||||||
Cost of revenue | 71 | — | — | (5,000 | ) | (4,929 | ) | ||||||||||||||
Total | $ | 557 | $ | — | $ | 27 | $ | (5,000 | ) | $ | (4,416 | ) | |||||||||
For the nine months ended September 30, 2014 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | (198 | ) | $ | — | $ | 7,346 | $ | — | $ | 7,148 | ||||||||||
Other, net | — | — | (1 | ) | — | (1 | ) | ||||||||||||||
Cost of revenue | — | — | — | (4,072 | ) | (4,072 | ) | ||||||||||||||
Total | $ | (198 | ) | $ | — | $ | 7,345 | $ | (4,072 | ) | $ | 3,075 | |||||||||
For the nine months ended September 30, 2013 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | 4,094 | $ | 451 | $ | 1,213 | $ | (1,220 | ) | $ | 4,538 | ||||||||||
Other, net | (42 | ) | — | 15 | — | (27 | ) | ||||||||||||||
Cost of revenue | 1,233 | — | — | (5,530 | ) | (4,297 | ) | ||||||||||||||
Total | $ | 5,285 | $ | 451 | $ | 1,228 | $ | (6,750 | ) | $ | 214 | ||||||||||
The “other” restructuring charges of $4.5 million and $7.3 million recognized during the three and nine months ended September 30, 2014, respectively, consist primarily of $3.5 million and $4.4 million, respectively, of charges related to the termination of a limited number of employees in various locations throughout the world. These costs were accounted for as part of an ongoing benefit arrangement in accordance with ASC Topic 712, Compensation - Nonretirement Postemployment Benefits ("ASC 712"). The remainder of the charges for the three and nine months ended September 30, 2014 consist of severance recorded in connection with acquired businesses. | |||||||||||||||||||||
The "other" restructuring charges of $1.2 million recognized during the nine months ended September 30, 2013 represent the termination of a limited number of employees in various locations throughout the world. |
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
Our debt as of September 30, 2014 and December 31, 2013 consisted of the following: | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Term Loan Facility | $ | 470,498 | $ | 474,062 | ||||
6.5% Senior Notes | 700,000 | 700,000 | ||||||
4.875% Senior Notes | 500,000 | 500,000 | ||||||
Revolving Credit Facility | 160,000 | — | ||||||
Less: discount | (2,038 | ) | (2,289 | ) | ||||
Less: current portion | (164,752 | ) | (4,752 | ) | ||||
Long-term debt, net of discount, less current portion | $ | 1,663,708 | $ | 1,667,021 | ||||
Capital lease and other financing obligations | $ | 50,152 | $ | 52,193 | ||||
Less: current portion | (3,627 | ) | (3,348 | ) | ||||
Capital lease and other financing obligations, less current portion | $ | 46,525 | $ | 48,845 | ||||
As of September 30, 2014, there was $85.1 million of availability under the $250.0 million revolving credit facility (the "Revolving Credit Facility"), net of $4.9 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2014, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2015. | ||||||||
As discussed further in Note 17, "Subsequent Events," on October 14, 2014, we issued and sold $400.0 million of 5.625% senior notes due 2024 (the "5.625% Senior Notes") and entered into a new $600.0 million incremental term loan facility (the "Incremental Term Loan Facility"). The 5.625% Senior Notes mature on November 1, 2024, with interest payable on May 1 and November 1 each year, commencing on May 1, 2015. The Incremental Term Loan Facility, which was offered at an original issue price of 99.25%, matures on October 14, 2021, with interest indexed to LIBOR, subject to a floor of 0.75% and a spread of 2.75%. | ||||||||
On August 4, 2014, we acquired DeltaTech Controls for $181.7 million. Refer to Note 16, "Acquisitions," for further discussion of this acquisition. In the three months ended September 30, 2014, we borrowed $160.0 million on the Revolving Credit Facility to fund a portion of the purchase price of this acquisition. | ||||||||
Debt Maturities | ||||||||
The final maturity of the Revolving Credit Facility is May 12, 2016. Loans made pursuant to the Revolving Credit Facility must be repaid in full on or prior to such date and are pre-payable at our option at par. All letters of credit issued thereunder will terminate at the final maturity of the Revolving Credit Facility unless cash collateralized prior to such time. Borrowings under the Revolving Credit Facility are classified as current liabilities as we have the periodic option to renew, or pay all or a portion of, the outstanding balance. Through September 30, 2014, we have elected to renew the outstanding balance on a monthly basis. | ||||||||
The final maturity of the original term loan (the "Term Loan Facility") provided under our senior secured credit facilities is May 12, 2019. The Term Loan Facility must be repaid in full on or prior to such maturity date. The 6.5% senior notes due 2019 (the "6.5% Senior Notes") and the 4.875% senior notes due 2023 (the "4.875% Senior Notes") mature on May 15, 2019 and October 15, 2023, respectively. | ||||||||
Accrued Interest | ||||||||
Accrued interest associated with our outstanding debt is included as a component of Accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2014 and December 31, 2013, accrued interest totaled $30.4 million and $12.6 million, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
We recorded a (Benefit from)/provision for income taxes for the three months ended September 30, 2014 and September 30, 2013 of $(22.0) million and $20.2 million, respectively, and for the nine months ended September 30, 2014 and September 30, 2013 of $6.9 million and $48.2 million, respectively. The (Benefit from)/provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-US tax jurisdictions, and deferred tax expense, which relates primarily to the amortization of tax deductible goodwill and the use of net operating losses, net of deferred tax benefits related to the release of a portion of the U.S. valuation allowance. | |
During the three months ended September 30, 2014, we released a portion of our U.S. valuation allowance and recognized $32.5 million of benefit from income taxes in connection with the DeltaTech Controls acquisition, for which deferred tax liabilities were established related primarily to the step-up of intangible assets for book purposes. During the nine months ended September 30, 2014, in addition to the $32.5 million of benefit from income taxes recognized in connection with the DeltaTech Controls acquisition, we recognized $8.3 million of benefit from income taxes due to the release of a portion of the U.S. valuation allowance in connection with the Wabash Technologies acquisition, for which deferred tax liabilities were established related primarily to the step-up of intangible assets for book purposes. | |
At September 30, 2014 and December 31, 2013, the liability for income taxes associated with unrecognized tax benefits was $18.6 million and $22.2 million, respectively. The reduction to the liability for unrecognized tax benefits was primarily due to the lapse of the applicable statute of limitations and decreases related to a prior year tax position. | |
If all of our unrecognized tax benefits as of September 30, 2014 were to be recognizable in the future, we would record a $16.4 million benefit to the provision for income taxes. |
Pension_and_Other_PostRetireme
Pension and Other Post-Retirement Benefits | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Pension and Other Post-Retirement Benefits | ' | |||||||||||||||||||||||||||||||
Pension and Other Post-Retirement Benefits | ||||||||||||||||||||||||||||||||
We provide various retirement and other post-retirement plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans. | ||||||||||||||||||||||||||||||||
The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2014 and September 30, 2013 were as follows: | ||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined Benefit | Retiree Healthcare | Defined Benefit | Total | |||||||||||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||||||||||
Service cost | $ | — | $ | — | $ | 14 | $ | 63 | $ | 654 | $ | 588 | $ | 668 | $ | 651 | ||||||||||||||||
Interest cost | 448 | 361 | 74 | 147 | 319 | 286 | 841 | 794 | ||||||||||||||||||||||||
Expected return on plan assets | (612 | ) | (627 | ) | — | — | (216 | ) | (225 | ) | (828 | ) | (852 | ) | ||||||||||||||||||
Amortization of net loss | 65 | 238 | 104 | 123 | 45 | 99 | 214 | 460 | ||||||||||||||||||||||||
Amortization of prior service (credit)/cost | — | — | (335 | ) | — | — | 2 | (335 | ) | 2 | ||||||||||||||||||||||
Net periodic benefit cost | $ | (99 | ) | $ | (28 | ) | $ | (143 | ) | $ | 333 | $ | 802 | $ | 750 | $ | 560 | $ | 1,055 | |||||||||||||
The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2014 and September 30, 2013 were as follows: | ||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined Benefit | Retiree Healthcare | Defined Benefit | Total | |||||||||||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||||||||||
Service cost | $ | — | $ | — | $ | 80 | $ | 189 | $ | 1,884 | $ | 1,732 | $ | 1,964 | $ | 1,921 | ||||||||||||||||
Interest cost | 1,344 | 1,080 | 247 | 442 | 847 | 870 | 2,438 | 2,392 | ||||||||||||||||||||||||
Expected return on plan assets | (1,837 | ) | (1,881 | ) | — | — | (655 | ) | (685 | ) | (2,492 | ) | (2,566 | ) | ||||||||||||||||||
Amortization of net loss | 196 | 715 | 362 | 368 | 136 | 302 | 694 | 1,385 | ||||||||||||||||||||||||
Amortization of prior service (credit)/cost | — | — | (1,001 | ) | — | — | 7 | (1,001 | ) | 7 | ||||||||||||||||||||||
Net periodic benefit cost | $ | (297 | ) | $ | (86 | ) | $ | (312 | ) | $ | 999 | $ | 2,212 | $ | 2,226 | $ | 1,603 | $ | 3,139 | |||||||||||||
ShareBased_Payment_Plans
Share-Based Payment Plans | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Share-Based Payment Plans | ' | |||||||||||||||
Share-Based Payment Plans | ||||||||||||||||
Share-Based Compensation Expense | ||||||||||||||||
The table below presents non-cash compensation expense related to our equity awards recorded within Selling, general and administrative expense in the condensed consolidated statements of operations during the identified periods: | ||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||
Stock options | $ | 2,019 | $ | 1,804 | $ | 5,969 | $ | 5,083 | ||||||||
Restricted securities | 1,550 | 952 | 3,951 | 2,275 | ||||||||||||
Total share-based compensation expense | $ | 3,569 | $ | 2,756 | $ | 9,920 | $ | 7,358 | ||||||||
We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2014: | ||||||||||||||||
Awards Granted to | Number of Options Granted | Weighted- Average Grant Date Fair Value | Vesting Period | |||||||||||||
Various executives and employees | 661 | $14.38 | 25% per year over four years | |||||||||||||
Directors | 96 | $13.99 | 1 year | |||||||||||||
We granted the following restricted securities under the 2010 Equity Plan during the nine months ended September 30, 2014: | ||||||||||||||||
Awards Granted to | Number of Restricted Securities Granted | Weighted- Average Grant Date Fair Value | ||||||||||||||
Various executives and employees | 239 | $43.16 | ||||||||||||||
Of the restricted securities granted during the nine months ended September 30, 2014, 109 were performance based securities that cliff vest in 2017. The number of these performance based securities that vest will depend on the extent to which certain performance criteria are met and could range between 0% and 150% of the number of securities granted. The remaining restricted securities granted are non-performance based restricted securities that vest on various dates between April 2015 and April 2018. | ||||||||||||||||
During the nine months ended September 30, 2014, 1,030 stock options were exercised, all of which were settled with shares reissued from treasury. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Off-Balance Sheet Commitments | |
We execute contracts involving indemnifications standard in the relevant industry and indemnifications specific to certain transactions such as the sale of a business. These indemnifications might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; and financial matters. Performance under these indemnifications would generally be triggered by a breach of terms of the contract or by a third-party claim. Historically, we have experienced only minimal and infrequent losses associated with these indemnifications. Consequently, any future liabilities brought about by these indemnifications cannot reasonably be estimated or accrued. | |
Indemnifications Provided As Part of Contracts and Agreements | |
We are party to the following types of agreements pursuant to which we may be obligated to indemnify a third party with respect to certain matters. | |
Sponsors: Upon the closing of the acquisition of the Sensors and Controls businesses of Texas Instruments Incorporated ("TI") on April 27, 2006, we entered into customary indemnification agreements with entities associated with Bain Capital Partners, LLC ("Bain Capital") and co-investors (Bain Capital and co-investors are collectively referred to as the “Sponsors”). Pursuant to these indemnification agreements, we agreed to indemnify the Sponsors, either during or after the term of the agreements, against certain liabilities arising out of performance of a consulting agreement between us and each of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements and securities offerings. There is no limit to the maximum future payments, if any, under these indemnifications. | |
Officers and Directors: In connection with our initial public offering ("IPO"), we entered into indemnification agreements with each of our board members and executive officers pursuant to which we agreed to indemnify, defend, and hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable law, from damages arising from the fact that such person is or was one of our directors or officers or that of any of our subsidiaries. | |
Our articles of association provide for indemnification of directors and officers by us to the fullest extent permitted by applicable law, as it now exists or may hereinafter be amended (but, in the case of an amendment, only to the extent such amendment permits broader indemnification rights than permitted prior thereto), against any and all liabilities including all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or outside of his or her mandate. The articles do not provide a limit to the maximum future payments, if any, under the indemnification. No indemnification is provided for in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty on our behalf. | |
In addition, we have a liability insurance policy that insures directors and officers against the cost of defense, settlement, or payment of claims and judgments under some circumstances. Certain indemnification payments may not be covered under our directors’ and officers’ insurance coverage. | |
Underwriters: Pursuant to the terms of the underwriting agreements entered into in connection with our IPO and secondary public equity offerings, we are obligated to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in respect thereof. The underwriting agreements do not provide a limit to the maximum future payments, if any, under these indemnifications. | |
Initial Purchasers of Senior Notes: Pursuant to the terms of the purchase agreements entered into in connection with our private placement senior note offerings, we are obligated to indemnify the initial purchasers of our senior notes against certain liabilities caused by any untrue statement or alleged untrue statement of a material fact in various documents relied upon by such initial purchasers, or to contribute to payments the initial purchasers may be required to make in respect thereof. The purchase agreements do not provide a limit to the maximum future payments, if any, under these indemnifications. | |
Intellectual Property and Product Liability Indemnification: We routinely sell products with a limited intellectual property and product liability indemnification included in the terms of sale. Historically, we have had only minimal and infrequent losses associated with these indemnifications. Consequently, any future liabilities resulting from these indemnifications cannot reasonably be estimated or accrued. | |
Product Warranty Liabilities | |
Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which, depending on the product, generally exists for a period of twelve to eighteen months after the date we ship the product to our customer or for a period of twelve months after the date the customer resells our product, whichever comes first. We do not offer separately priced extended warranty or product maintenance contracts. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit. | |
We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end-market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes, or other laws, would imply various warranties and restrict limitations on liability. | |
In the event a warranty claim based on defective materials exists, we may be able to recover some of the cost of the claim from the vendor from whom the materials were purchased. Our ability to recover some of the costs will depend on the terms and conditions to which we agreed when the materials were purchased. When a warranty claim is made, the only collateral available to us is the return of the inventory from the customer making the warranty claim. Historically, when customers make a warranty claim, we either replace the product or provide the customer with a credit. We generally do not rework the returned product. | |
Our policy is to accrue for warranty claims when a loss is both probable and estimable. This is accomplished by accruing for estimated returns and estimated costs to replace the product at the time the related revenue is recognized. Liabilities for warranty claims have historically not been material. In some instances, customers may make claims for costs they incurred or other damages related to a claim. Any potentially material liabilities associated with these claims are discussed in this Note under the heading Legal Proceedings and Claims. | |
Environmental Remediation Liabilities | |
Our operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and our employees, including those governing air emissions, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. We are, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving us or our operations. | |
In 2001, TI Brazil was notified by the State of São Paolo, Brazil regarding its potential cleanup liability as a generator of wastes sent to the Aterro Mantovani disposal site, which operated near Campinas from 1972 to 1987. The site is a landfill contaminated with a variety of chemical materials, including petroleum products, allegedly disposed at the site. TI Brazil is one of over 50 companies notified of potential cleanup liability. There have been several lawsuits filed by third parties alleging personal injuries caused by exposure to drinking water contaminated by the disposal site. Our subsidiary, Sensata Technologies Brazil ("ST Brazil"), is the successor in interest to TI Brazil. However, in accordance with the terms of the acquisition agreement entered into in connection with the acquisition of the Sensors & Controls business of TI (the “Acquisition Agreement”), TI retained these liabilities (subject to the limitations set forth in that agreement) and has agreed to indemnify us with regard to these excluded liabilities. Additionally, in 2008, five lawsuits were filed against ST Brazil alleging personal injuries suffered by individuals who were exposed to drinking water allegedly contaminated by the Aterro Mantovani disposal site. These matters are managed and controlled by TI. TI is defending these five lawsuits in the 1st Civil Court of Jaquariuna, San Paolo. Although ST Brazil cooperates with TI in this process, we do not anticipate incurring any non-reimbursable expenses related to the matters described above. Accordingly, no amounts have been accrued for these matters as of September 30, 2014 or December 31, 2013. | |
Control Devices, Inc. (“CDI”), a wholly-owned subsidiary of one of our U.S. operating subsidiaries, Sensata Technologies, Inc., acquired through our acquisition of First Technology Automotive, is party to a post-closure license, along with GTE Operations Support, Inc. (“GTE”), from the Maine Department of Environmental Protection with respect to a closed hazardous waste surface impoundment located on real property owned by CDI in Standish, Maine. The post-closure license obligates GTE to operate a pump and treatment process to reduce the levels of chlorinated solvents in the groundwater under the property. The post-closure license obligates CDI to maintain the property and provide access to GTE. We do not expect the costs to comply with the post-closure license to be material. As a related but separate matter, pursuant to the terms of an environmental agreement dated July 6, 1994, GTE retained liability and agreed to indemnify CDI for certain liabilities related to the soil and groundwater contamination from the surface impoundment and an out-of-service leach field at the Standish, Maine facility, and CDI and GTE have certain obligations related to the property and each other. The site is contaminated primarily with chlorinated solvents. In 2013, CDI subdivided and sold a portion of the property subject to the post-closure license, including a manufacturing building, but retained the portion of the property that contains the closed hazardous waste surface impoundment, for which it and GTE continue to be subject to the obligations of the post closure license. The buyer of the facility is also now subject to certain restrictions of the post-closure license. CDI has agreed to complete an ecological risk assessment on sediments in an unnamed stream crossing the sold and retained land and to indemnify the buyer for any remediation costs in excess of $30 associated with sediments in the unnamed stream. We do not expect the remaining cost associated with addressing the soil and groundwater contamination, or our obligations relating to the indemnification of the buyer of the facility, to be material. | |
Legal Proceedings and Claims | |
We account for litigation and claims losses in accordance with ASC Topic 450, Contingencies (“ASC 450”). Under ASC 450, loss contingency provisions are recorded for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined each accounting period as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the minimum amount, which could be zero, is recorded. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions. Occasionally, a best estimate amount is changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected. | |
We are regularly involved in a number of claims and litigation matters in the ordinary course of business. Most of our litigation matters are third-party claims for property damage allegedly caused by our products, but some involve allegations of personal injury or wrongful death. We believe that the ultimate resolution of the current litigation matters pending against us, except potentially those matters described below, will not have a material effect on our financial condition or results of operations. | |
Insurance Claims | |
The accounting for insurance claims depends on a variety of factors, including the nature of the claim, the evaluation of coverage, the amount of proceeds (or anticipated proceeds), the ability of an insurer to satisfy the claim, and the timing of the loss and corresponding recovery. In accordance with ASC 450, receipts from insurance up to the amount of loss recognized are considered recoveries. Recoveries are recognized in the financial statements when they are probable of receipt. Insurance proceeds in excess of the amount of loss recognized are considered gains. Gains are recognized in the financial statements in the period in which contingencies related to the claim (or a specific portion of the claim) have been resolved. We classify insurance proceeds in our condensed consolidated statements of operations in a manner consistent with the related losses. | |
Pending Litigation and Claims | |
Ford Speed Control Deactivation Switch Litigation: We are involved in a number of litigation matters relating to a pressure switch that TI sold to Ford Motor Company (“Ford”) for several years until 2002. Ford incorporated the switch into a cruise control deactivation switch system that it installed in certain vehicles. Due to concerns that, in some circumstances, this system and switch may cause fires, Ford and related companies issued numerous separate recalls of vehicles between 1999 and 2009, which covered approximately fourteen million vehicles in the aggregate. | |
We were a defendant in one case related to this system and switch that involves wrongful death allegations. This case, Romans vs. Ford et al, Case No. CVH 20100126, Court of Common Pleas, Madison County, Ohio, involved claims for property damage, personal injury, and three fatalities resulting from an April 5, 2008 residential fire alleged to involve a Ford vehicle. On April 1, 2010, the plaintiff filed suit against TI and Sensata and this case was subsequently consolidated with an earlier lawsuit, former Case No. CVC 20090074, filed against Ford. On March 18, 2013, the court granted our motion for dismissal, with the case continuing against Ford. The plaintiff subsequently filed an appeal of the decision dismissing Sensata. On April 22, 2013, the court issued a stay of the proceedings until the appeal was completed. On November 18, 2013, the Court of Appeals, 12th Appellate District of Ohio, Madison County (Case No. CA2013-04-012), issued an opinion affirming the summary judgment dismissal granted in our favor. On December 31, 2013, the plaintiff filed notice of appeal in the Supreme Court of Ohio. On March 28, 2014, we were informed that the Ohio Supreme Court had rejected the plaintiff’s request, leaving the appellate court decision in place. We have been dismissed from the litigation in accordance with the trial court's previous ruling. | |
As of September 30, 2014, we are a defendant in seven lawsuits in which plaintiffs have alleged property damage and various personal injuries caused by vehicle fires related to the system and switch. For the most part, these cases seek an unspecified amount of compensatory and exemplary damages, however one plaintiff has submitted a demand in the amount of $0.2 million. Ford and TI are co-defendants in each of these lawsuits. In accordance with the terms of the Acquisition Agreement, we are managing and defending these lawsuits on behalf of both parties. | |
Pursuant to the terms of the Acquisition Agreement, and subject to the limitations set forth in that agreement, TI has agreed to indemnify us for certain claims and litigation, including the Ford matter. The Acquisition Agreement provides that when the aggregate amount of costs and/or damages from such claims exceeds $30.0 million, TI will reimburse us for amounts incurred in excess of that threshold up to a cap of $300.0 million. We entered into an agreement with TI, called the Contribution and Cooperation Agreement, dated October 24, 2011, whereby TI acknowledged that amounts we paid through September 30, 2011, plus an additional cash payment, would be deemed to satisfy the $30.0 million threshold. Accordingly, TI will not contest the claims or the amounts claimed through September 30, 2011. Costs that we have incurred since September 30, 2011, or may incur in the future, will be reimbursed by TI up to a cap of $300.0 million less amounts incurred by TI. TI has reimbursed us for expenses incurred through June 30, 2014. We do not believe that aggregate TI and Sensata costs will exceed $300.0 million. | |
SGL Italia: Our subsidiaries, Sensata Technologies B.V. and Sensata Technologies Italia, are defendants in a lawsuit, Luigi Lavazza s.p.a. and SGL Italia s.r.l. v. Sensata Technologies Italia s.r.l., Sensata Technologies, B.V., and Komponent s.r.l., Court of Milan, bench 7, brought in the court in Milan, Italy. The lawsuit alleges defects in one of our electromechanical control products. The plaintiffs are alleging €4.2 million in damages. We have denied liability in this matter. We filed our most recent answer to the lawsuit in November 2012. On February 14, 2014 the court appointed an independent technical expert and set a calendar for the process, to include a meeting of the expert with both parties on March 3, 2014 and a series of milestones for production of a report. The expert has submitted its final report to the court. The court will review this report at a hearing scheduled for November 11, 2014. We are actively defending the case, but believe that a loss is probable. As of September 30, 2014, we have recorded an accrual of $0.3 million, which represents the low end of the estimated range of loss. | |
Venmar: We have been involved in a related series of claims and lawsuits involving products we sold to one of our customers, Venmar, that sold ventilation and air exchanger equipment containing an electromechanical control product. Venmar conducted recalls in conjunction with the U.S. Consumer Product Safety Commission on similar equipment in 2007, 2008, and 2011. In April 2013, two of the pending claims were filed as lawsuits. These are Cincinnati Ins. Co. v. Sensata Technologies, Inc., Case No. 13105170NP, 52nd Cir. Ct., Huron Co., MI and Auto-Owners Ins. Co. v. Venmar Ventilation, Case No. 13917CZ, 37th Cir. Ct., Calhoun Co., MI. These lawsuits involved claims for damages in the amount of $0.9 million and $6.2 million, respectively. On March 28, 2014, the lawsuit filed by Cincinnati Ins. Co. was settled out of court with no contribution from us. On September 4, 2014, Auto-Owners Ins. Co. agreed to dismiss us from the lawsuit and has filed a stipulation and order of dismissal with the court. While there may be some related ongoing or potential claims, in light of the successful outcomes in these lawsuits we do not believe that a further loss is probable. As of September 30, 2014, we have not recorded an accrual for this matter. | |
Aircraft: In 2012, certain of our subsidiaries, along with more than twenty other defendants, were named in lawsuits involving a plane crash on May 25, 2011 that resulted in four deaths. The first lawsuit was filed on May 24, 2012 in Pike Circuit Court, Kentucky. This lawsuit is styled Campbell vs. Aero Resources Corporation et al, Civil Action 12-C1-652, Commonwealth of Kentucky, Pike Circuit Court, Div. No. I (the "Campbell case"). A second lawsuit was filed on July 5, 2012 in Jessamine Circuit Court, Kentucky. This lawsuit is styled Shuey v. Hawker Beechcraft, Inc. et al, Civil Action 12-C1-650, Commonwealth of Kentucky, Jessamine Circuit Court, Civil Division (the "Shuey case"). The plaintiffs alleged that one of our circuit breakers was a component in the aircraft and brought claims of negligence and strict liability. Damages were unspecified. On December 5, 2013, the plaintiff in the Shuey case filed a stipulation dismissing us without prejudice. On March 24, 2014, we were informed that the plaintiffs in the Campbell case filed a motion to dismiss us without prejudice. With the dismissals of the lawsuits, we do not expect further proceedings in these matters. Accordingly, as of September 30, 2014, we have not recorded an accrual for these matters. | |
Automotive Customers: In the fourth quarter of 2013, one of our automotive customers alleged defects in certain of our sensor products installed in the customer's vehicles during 2013. In the first quarter of 2014, another customer alleged similar defects. The alleged defects are not safety related. In the third quarter of 2014, we made a contribution to one of the customers in the amount of $0.7 million. We continue to work with these customers towards a final resolution of these matters and consider a loss to be probable. As of September 30, 2014, we have recorded an accrual of $0.9 million, representing our best estimate of the potential loss. | |
Korean Supplier: In the first quarter of 2014, one of our Korean suppliers, Yukwang Co. Ltd. ("Yukwang"), notified us that they were terminating our existing agreement with them and stopped shipping product to us. We brought legal proceedings against Yukwang in Seoul Central District Court, seeking an injunction to protect Sensata-owned manufacturing equipment physically at Yukwang’s facility. Yukwang countered that we were in breach of contract and alleged damages of approximately $7.6 million. We are litigating these proceedings. The Seoul Central District Court granted our request for an injunction ordering Yukwang not to destroy any of our assets physically located at Yukwang’s facility, but on August 25, 2014 did not grant injunctive relief requiring Yukwang to return equipment and inventory to us. We have filed an appeal of the adverse decision and intend to aggressively pursue our claims and to defend against Yukwang’s counter claims. | |
In the first quarter of 2014, Yukwang filed a complaint against us with the Small and Medium Business Administration (the “SMBA”), a Korean government agency charged with protecting the interests of small and medium sized businesses. The SMBA attempted to mediate the dispute between us and Yukwang, but its efforts failed. We believe that the SMBA has abandoned its efforts to mediate the dispute. | |
On May 27, 2014, Yukwang filed a patent infringement action against us and our equipment supplier with the Suwon district court seeking a preliminary injunction for infringement of Korean patent number 847,738. Yukwang also filed a patent scope action on the same patent with the Korean Intellectual Property Tribunal and sought police investigation into the alleged infringement. Yukwang is seeking unspecified damages as well as an injunction barring us from using parts covered by the patent in the future. On October 8, 2014, the Suwon district court entered an order dismissing the patent infringement action on invalidity grounds. Yukwang filed an appeal of that decision on October 14, 2014 and that appeal will be heard by the Seoul High Court (an intermediate appellate court). We continue to vigorously defend ourselves against these actions. | |
In August 2014, the Korean Fair Trade Commission (the “KFTC”) opened investigations into allegations made by Yukwang that our indirect, wholly-owned subsidiary, Sensata Technologies Korea Limited, engaged in unfair trade practices and violated a Korean law relating to subcontractors. We have responded to information requests from the KFTC. If its investigation determines that our subsidiary has violated Korean law, the KFTC can order injunctions, award damages of up to 2% of impacted revenue for unfair trade practices, and award damages of up to two times the value of the relevant subcontract for violations of the subcontractor law. Damages could cover up to the entire period, which is several years, during which Sensata or any of its current subsidiaries had been operating in Korea. In addition, the KFTC has the authority to prosecute criminally. | |
We are responding to these various actions. We do not believe that a loss is probable, and as of September 30, 2014, we have not recorded an accrual for these matters. | |
FCPA Voluntary Disclosure | |
In 2010, an internal investigation was conducted under the direction of the Audit Committee of our Board of Directors to determine whether any laws, including the Foreign Corrupt Practices Act (the “FCPA”), may have been violated in connection with a certain business relationship entered into by one of our operating subsidiaries involving business in China. We believe the amount of payments and the business involved was immaterial. We discontinued the specific business relationship, and our investigation has not identified any other suspect transactions. We contacted the United States Department of Justice (the "DOJ") and the SEC to make a voluntary disclosure of the possible violations, the investigation, and the initial findings. We have been fully cooperating with their review. During 2012, the DOJ informed us that it has closed its inquiry into the matter but indicated that it could reopen its inquiry in the future in the event it were to receive additional information or evidence. We have not received an update from the SEC concerning the status of its inquiry. The FCPA (and related statutes and regulations) provides for potential monetary penalties, criminal and civil sanctions, and other remedies. We are unable to estimate the potential penalties and/or sanctions, if any, that might be assessed and, accordingly, no provision has been made in the condensed consolidated financial statements. |
Fair_Value_Measures
Fair Value Measures | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value Measures | ' | |||||||||||||||||||||||||||||||
Fair Value Measures | ||||||||||||||||||||||||||||||||
Our assets and liabilities reported at fair value have been categorized based upon a fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. The levels of the fair value hierarchy are described below: | ||||||||||||||||||||||||||||||||
• | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. | |||||||||||||||||||||||||||||||
• | Level 2 inputs utilize inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. | |||||||||||||||||||||||||||||||
• | Level 3 inputs are unobservable inputs for the asset or liability, allowing for situations where there is little, if any, market activity for the asset or liability. | |||||||||||||||||||||||||||||||
Measured on a Recurring Basis | ||||||||||||||||||||||||||||||||
The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fell: | ||||||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 21,450 | $ | — | $ | — | $ | 1,863 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 391 | — | — | 151 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 21,841 | $ | — | $ | — | $ | 2,014 | $ | — | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 1,532 | $ | — | $ | — | $ | 11,875 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 10,630 | — | — | 13,229 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 12,162 | $ | — | $ | — | $ | 25,104 | $ | — | ||||||||||||||||||||
The valuations of the foreign currency forward contracts are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including foreign currency exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. The specific contractual terms utilized as inputs in determining fair value and a discussion of the nature of the risks being mitigated by these instruments are detailed in Note 12, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Foreign Currency Risk." | ||||||||||||||||||||||||||||||||
The valuations of the commodity forward contracts are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including commodity forward curves, and reflects the contractual terms of these instruments, including the period to maturity. The specific contractual terms utilized as inputs in determining fair value and a discussion of the nature of the risks being mitigated by these instruments are detailed in Note 12, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Commodity Risk." | ||||||||||||||||||||||||||||||||
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own non-performance risk and the respective counterparties' non-performance risk in the fair value measurement. However, as of September 30, 2014 and December 31, 2013, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. | ||||||||||||||||||||||||||||||||
Measured on a Non-recurring Basis | ||||||||||||||||||||||||||||||||
We evaluate the recoverability of goodwill and indefinite-lived intangible assets in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that goodwill or other intangible assets may be impaired. As of October 1, 2013, we evaluated our goodwill and indefinite-lived intangible assets for impairment and determined that the fair value of our reporting units and indefinite-lived intangible assets exceeded their carrying values on that date. As of September 30, 2014, no events or changes in circumstances have occurred that would trigger the need for an additional impairment review. | ||||||||||||||||||||||||||||||||
Goodwill and indefinite-lived intangible assets are valued primarily using discounted cash flow models that incorporate assumptions for a reporting unit's short- and long-term revenue growth rates, operating margins, and discount rates, which represent our best estimates of current and forecasted market conditions, current cost structure, and the implied rate of return that management believes a market participant would require for an investment in a company having similar risks and business characteristics to the reporting unit being assessed. | ||||||||||||||||||||||||||||||||
The fair value of assets held for sale is determined based on the use of appraisals, input from market participants, our experience selling similar assets, and/or internally developed cash flow models. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||||||||||||||||||||||||||||
In the second quarter of 2014, we completed the sale of our Oyama, Japan facility for $5.6 million, resulting in an immaterial gain. | ||||||||||||||||||||||||||||||||
Refer to Note 16, "Acquisitions," for discussion of fair value measurements related to acquisitions that occurred during the nine months ended September 30, 2014. | ||||||||||||||||||||||||||||||||
Financial Instruments Not Recorded at Fair Value | ||||||||||||||||||||||||||||||||
The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||||||||||
Value (1) | Level 1 | Level 2 | Level 3 | Value (1) | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Term Loan Facility | $ | 470,498 | $ | — | $ | 466,970 | $ | — | $ | 474,062 | $ | — | $ | 475,016 | $ | — | ||||||||||||||||
6.5% Senior Notes | $ | 700,000 | $ | — | $ | 733,250 | $ | — | $ | 700,000 | $ | — | $ | 752,500 | $ | — | ||||||||||||||||
4.875% Senior Notes | $ | 500,000 | $ | — | $ | 488,750 | $ | — | $ | 500,000 | $ | — | $ | 472,500 | $ | — | ||||||||||||||||
Revolving Credit Facility | $ | 160,000 | $ | — | $ | 158,455 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
(1) | The carrying value is presented excluding discount. | |||||||||||||||||||||||||||||||
The fair values of our Term Loan Facility, 4.875% Senior Notes, and 6.5% Senior Notes are determined using observable prices in markets where these instruments are generally not traded on a daily basis. The fair value of the Revolving Credit Facility is calculated as the present value of the difference between the contractual spread on the loan and the estimated replacement credit spread using the current outstanding balance on the loan projected to the loan maturity. | ||||||||||||||||||||||||||||||||
Cash and cash equivalents, trade receivables, and trade payables are carried at their cost, which approximates fair value, because of their short-term nature. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||||
Derivative Instruments and Hedging Activities | ' | |||||||||||||||||||
Derivative Instruments and Hedging Activities | ||||||||||||||||||||
As required by ASC Topic 815, Derivatives and Hedging (“ASC 815”), we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative as being in a hedging relationship, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge, or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risks, even though we elect not to apply hedge accounting under ASC 815. Specific information about the valuations of derivatives and classification in the fair value hierarchy is described in Note 11, “Fair Value Measures.” | ||||||||||||||||||||
We do not offset the fair value amounts recognized for derivative instruments against fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral. As of December 31, 2013, we had posted $0.4 million in cash collateral. As of September 30, 2014, we had not posted any cash collateral. | ||||||||||||||||||||
Hedges of Interest Rate Risk | ||||||||||||||||||||
On August 12, 2014, our interest rate cap, a portion of which was designated as a cash flow hedge of floating interest payments on our Term Loan Facility, matured. As a result, as of September 30, 2014, we have no outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk. | ||||||||||||||||||||
Our objectives in using interest rate derivatives have historically been to add stability to interest expense and to manage our exposure to interest rate movements on our floating rate debt. To accomplish these objectives, during the nine months ended September 30, 2014 and September 30, 2013, we used interest rate caps to hedge the variable cash flows associated with our variable rate debt as part of our interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable rate amounts if interest rates rise above the cap strike rate on the contract. | ||||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in Accumulated other comprehensive loss and is subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. The ineffective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recognized directly in earnings. For the three and nine months ended September 30, 2014 and September 30, 2013, we recorded no ineffectiveness in earnings and no amounts were excluded from the assessment of effectiveness. | ||||||||||||||||||||
Amounts reported in Accumulated other comprehensive loss related to interest rate derivatives are reclassified to Interest expense as interest payments are made on our variable rate debt. On August 12, 2014, our interest rate cap matured, and accordingly, no further amounts will be reclassified from Accumulated other comprehensive loss to Interest expense. | ||||||||||||||||||||
Hedges of Foreign Currency Risk | ||||||||||||||||||||
We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We use foreign currency forward agreements to manage this exposure. We currently have outstanding foreign currency forward contracts that qualify as cash flow hedges intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities; these instruments are not designated for hedge accounting treatment in accordance with ASC 815. Derivatives not designated as hedges are not speculative and are used to manage our exposure to foreign exchange movements, but do not meet the criteria to be afforded hedge accounting treatment. | ||||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in Accumulated other comprehensive loss and is subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. For the three and nine months ended September 30, 2014 and September 30, 2013, the ineffective portion recognized directly in earnings was not material and no amounts were excluded from the assessment of effectiveness. As of September 30, 2014, we estimate that $15.3 million in net gains will be reclassified from Accumulated other comprehensive loss to earnings during the twelve months ending September 30, 2015. | ||||||||||||||||||||
As of September 30, 2014, we had the following outstanding foreign currency forward contracts: | ||||||||||||||||||||
Notional | Effective Date | Maturity Date | Index | Weighted- Average Strike Rate | Hedge Designation | |||||||||||||||
(in millions) | ||||||||||||||||||||
257.7 EUR | Various from May 2013 to September 2014 | Various from November 2014 to August 2016 | Euro to U.S. Dollar Exchange Rate | 1.33 USD | Designated | |||||||||||||||
54.0 EUR | Various from May 2013 to September 2014 | October 31, 2014 | Euro to U.S. Dollar Exchange Rate | 1.29 USD | Non-Designated | |||||||||||||||
25.0 CNY | March 20, 2014 | November 28, 2014 and December 31, 2014 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.24 CNY | Designated | |||||||||||||||
61.5 CNY | March 20, 2014 and September 25, 2014 | October 31, 2014 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.17 CNY | Non-Designated | |||||||||||||||
2,052.4 JPY | Various from September 2013 to July 2014 | Various from November 2014 to December 2015 | U.S. Dollar to Japanese Yen Exchange Rate | 101.63 JPY | Designated | |||||||||||||||
559.4 JPY | Various from September 2013 to September 2014 | October 31, 2014 | U.S. Dollar to Japanese Yen Exchange Rate | 104.54 JPY | Non-Designated | |||||||||||||||
54,250.0 KRW | Various from September 2013 to September 2014 | Various from November 2014 to August 2016 | U.S. Dollar to Korean Won Exchange Rate | 1,063.81 KRW | Designated | |||||||||||||||
34,900.0 KRW | Various from September 2013 to September 2014 | October 31, 2014 | U.S. Dollar to Korean Won Exchange Rate | 1,049.69 KRW | Non-Designated | |||||||||||||||
50.9 MYR | Various from November 2013 to September 2014 | Various from November 2014 to August 2016 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.32 MYR | Designated | |||||||||||||||
30.8 MYR | November 22, 2013 and September 25, 2014 | October 31, 2014 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.26 MYR | Non-Designated | |||||||||||||||
829.3 MXN | Various from June 2013 to September 2014 | Various from November 2014 to August 2016 | U.S. Dollar to Mexican Peso Exchange Rate | 13.61 MXN | Designated | |||||||||||||||
88.2 MXN | Various from June 2013 to September 2014 | October 31, 2014 | U.S. Dollar to Mexican Peso Exchange Rate | 13.57 MXN | Non-Designated | |||||||||||||||
The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods. | ||||||||||||||||||||
Hedges of Commodity Risk | ||||||||||||||||||||
Our objective in using commodity forward contracts is to offset a portion of our exposure to the potential change in prices associated with certain commodities, including silver, gold, platinum, palladium, copper, aluminum, and nickel, used in the manufacturing of our products. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with ASC 815. Commodity forward contracts not designated as hedges are not speculative and are used to manage our exposure to commodity price movements, but do not meet the criteria afforded hedge accounting treatment. Changes in the fair value of derivatives not designated in hedging relationships are recorded in the condensed consolidated statements of operations as a component of Other, net. | ||||||||||||||||||||
We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of September 30, 2014: | ||||||||||||||||||||
Commodity | Notional | Remaining Contracted Periods | Weighted- | |||||||||||||||||
Average | ||||||||||||||||||||
Strike Price Per Unit | ||||||||||||||||||||
Silver | 1,324,013 troy oz. | October 2014 to August 2016 | $22.02 | |||||||||||||||||
Gold | 12,882 troy oz. | October 2014 to August 2016 | $1,363.82 | |||||||||||||||||
Nickel | 662,820 pounds | October 2014 to August 2016 | $7.17 | |||||||||||||||||
Aluminum | 3,240,729 pounds | October 2014 to August 2016 | $0.90 | |||||||||||||||||
Copper | 4,204,281 pounds | October 2014 to August 2016 | $3.29 | |||||||||||||||||
Platinum | 7,239 troy oz. | October 2014 to August 2016 | $1,468.72 | |||||||||||||||||
Palladium | 1,045 troy oz. | October 2014 to August 2016 | $746.16 | |||||||||||||||||
The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods. | ||||||||||||||||||||
Financial Instrument Presentation | ||||||||||||||||||||
The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013: | ||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||
Balance Sheet Location | September 30, 2014 | December 31, 2013 | Balance Sheet Location | September 30, 2014 | December 31, 2013 | |||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 14,574 | $ | 1,566 | Accrued expenses and other current liabilities | $ | 967 | $ | 9,868 | ||||||||||
Foreign currency forward contracts | Other assets | 4,526 | — | Other long term liabilities | 367 | 500 | ||||||||||||||
Total | $ | 19,100 | $ | 1,566 | $ | 1,334 | $ | 10,368 | ||||||||||||
Derivatives not designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Commodity forward contracts | Prepaid expenses and other current assets | $ | 306 | $ | 80 | Accrued expenses and other current liabilities | $ | 8,766 | $ | 10,096 | ||||||||||
Commodity forward contracts | Other assets | 85 | 71 | Other long term liabilities | 1,864 | 3,133 | ||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | 2,350 | 297 | Accrued expenses and other current liabilities | 198 | 1,507 | ||||||||||||||
Total | $ | 2,741 | $ | 448 | $ | 10,828 | $ | 14,736 | ||||||||||||
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||||||
Derivatives designated as | Amount of (Loss)/Gain Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | |||||||||||||||||
hedging instruments under ASC 815 | ||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||
Interest rate caps | $ | — | $ | (2 | ) | Interest expense | $ | (232 | ) | $ | (257 | ) | ||||||||
Foreign currency forward contracts | $ | 25,382 | $ | (10,149 | ) | Net revenue | $ | (822 | ) | $ | 93 | |||||||||
Foreign currency forward contracts | $ | (1,871 | ) | $ | (106 | ) | Cost of revenue | $ | 512 | $ | 426 | |||||||||
Derivatives not designated as | Amount of Gain/(Loss) Recognized in Income on Derivatives | Location of Gain/(Loss) | ||||||||||||||||||
hedging instruments under ASC 815 | Recognized in Income on Derivatives | |||||||||||||||||||
September 30, 2014 | September 30, 2013 | |||||||||||||||||||
Commodity forward contracts | $ | (9,147 | ) | $ | 9,791 | Other, net | ||||||||||||||
Foreign currency forward contracts | $ | 4,765 | $ | (3,671 | ) | Other, net | ||||||||||||||
Interest rate caps | $ | — | $ | (2 | ) | Other, net | ||||||||||||||
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the nine months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||||||
Derivatives designated as | Amount of (Loss)/Gain Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | |||||||||||||||||
hedging instruments under ASC 815 | ||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||
Interest rate caps | $ | — | $ | (6 | ) | Interest expense | $ | (972 | ) | $ | (772 | ) | ||||||||
Interest rate caps | $ | — | $ | — | Other, net | $ | — | $ | (1,097 | ) | ||||||||||
Foreign currency forward contracts | $ | 23,664 | $ | (3,026 | ) | Net revenue | $ | (5,543 | ) | $ | (195 | ) | ||||||||
Foreign currency forward contracts | $ | 91 | $ | 1,075 | Cost of revenue | $ | 811 | $ | 1,491 | |||||||||||
Derivatives not designated as | Amount of Gain/(Loss) Recognized in Income on Derivatives | Location of Gain/(Loss) | ||||||||||||||||||
hedging instruments under ASC 815 | Recognized in Income on Derivatives | |||||||||||||||||||
September 30, 2014 | September 30, 2013 | |||||||||||||||||||
Commodity forward contracts | $ | (3,629 | ) | $ | (16,401 | ) | Other, net | |||||||||||||
Foreign currency forward contracts | $ | 3,726 | $ | (1,718 | ) | Other, net | ||||||||||||||
Interest rate caps | $ | — | $ | (2 | ) | Other, net | ||||||||||||||
Credit Risk Related Contingent Features | ||||||||||||||||||||
We have agreements with certain of our derivative counterparties that contain a provision whereby if we default on our indebtedness, where repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations. | ||||||||||||||||||||
As of September 30, 2014, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $12.2 million. As of September 30, 2014, we have not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness, as described above, we could be required to settle our obligations under the derivative agreements at their termination values. |
Other_Net
Other, Net | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Other, Net | ' | |||||||||||||||
Other, Net | ||||||||||||||||
Other, net consisted of the following for the three and nine months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Currency remeasurement gain on debt | $ | 51 | $ | 169 | $ | 2 | $ | 354 | ||||||||
Currency remeasurement (loss)/gain on net monetary assets | (4,512 | ) | 2,948 | (4,413 | ) | 406 | ||||||||||
(Loss)/gain on commodity forward contracts | (9,147 | ) | 9,791 | (3,629 | ) | (16,401 | ) | |||||||||
Gain/(loss) on foreign currency forward contracts | 4,765 | (3,671 | ) | 3,726 | (1,718 | ) | ||||||||||
Loss on debt refinancing | — | — | — | (7,111 | ) | |||||||||||
Loss on interest rate cap | — | — | — | (1,097 | ) | |||||||||||
Other | 265 | 153 | 206 | 156 | ||||||||||||
Total Other, net | $ | (8,578 | ) | $ | 9,390 | $ | (4,108 | ) | $ | (25,411 | ) | |||||
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
Segment Reporting | ||||||||||||||||
We organize our business into two reportable segments, sensors and controls, based on differences in products included in each segment. These reportable segments are consistent with how management views the markets served by us and the financial information that is reviewed by our chief operating decision maker. Our operating segments, sensors and controls, which each comprise one of our reportable segments, are businesses that we manage as components of an enterprise, for which separate information is available and is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. | ||||||||||||||||
An operating segment’s performance is primarily evaluated based on segment operating income, which excludes share-based compensation expense, restructuring and special charges, and certain corporate costs not associated with the operations of the segment, including amortization expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. In addition, an operating segment’s performance excludes results from discontinued operations, if any. Corporate costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, income from operations or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our two reporting segments are the same as those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies," included in our Annual Report on Form 10-K for the year ended December 31, 2013. | ||||||||||||||||
The following table presents Net revenue and Segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | ||||||||||||||||
Sensors | $ | 429,020 | $ | 358,159 | $ | 1,261,736 | $ | 1,052,124 | ||||||||
Controls | 148,075 | 140,727 | 442,806 | 423,593 | ||||||||||||
Total net revenue | $ | 577,095 | $ | 498,886 | $ | 1,704,542 | $ | 1,475,717 | ||||||||
Segment operating income (as defined above): | ||||||||||||||||
Sensors | $ | 118,056 | $ | 109,918 | $ | 354,386 | $ | 311,948 | ||||||||
Controls | 44,765 | 41,638 | 132,454 | 130,708 | ||||||||||||
Total segment operating income | 162,821 | 151,556 | 486,840 | 442,656 | ||||||||||||
Corporate and other | (30,176 | ) | (17,275 | ) | (83,859 | ) | (71,924 | ) | ||||||||
Amortization of intangible assets | (35,985 | ) | (33,670 | ) | (100,562 | ) | (100,706 | ) | ||||||||
Restructuring and special charges | (4,543 | ) | (512 | ) | (7,148 | ) | (4,538 | ) | ||||||||
Profit from operations | 92,117 | 100,099 | 295,271 | 265,488 | ||||||||||||
Interest expense | (23,874 | ) | (23,476 | ) | (70,973 | ) | (71,573 | ) | ||||||||
Interest income | 321 | 232 | 910 | 780 | ||||||||||||
Other, net | (8,578 | ) | 9,390 | (4,108 | ) | (25,411 | ) | |||||||||
Income before taxes | $ | 59,986 | $ | 86,245 | $ | 221,100 | $ | 169,284 | ||||||||
Net_Income_per_Share
Net Income per Share | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Net Income per Share | ' | |||||||||||
Net Income per Share | ||||||||||||
Basic and diluted net income per share are calculated by dividing Net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2014 and September 30, 2013, the weighted-average shares outstanding for basic and diluted net income per share were as follows: | ||||||||||||
For the three months ended | For the nine months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Basic weighted-average ordinary shares outstanding | 168,554 | 175,941 | 170,463 | 176,362 | ||||||||
Dilutive effect of stock options | 2,042 | 2,559 | 1,974 | 2,993 | ||||||||
Dilutive effect of unvested restricted securities | 169 | 129 | 174 | 164 | ||||||||
Diluted weighted-average ordinary shares outstanding | 170,765 | 178,629 | 172,611 | 179,519 | ||||||||
Net income and net income per share are presented in the condensed consolidated statements of operations. | ||||||||||||
For the three and nine months ended September 30, 2014 and September 30, 2013, certain potential ordinary shares were excluded from our calculation of diluted weighted-average shares outstanding because they would have had an anti-dilutive effect on net income per share, or because they related to share-based awards associated with restricted securities that were contingently issuable, for which the contingency had not been satisfied. | ||||||||||||
For the three months ended | For the nine months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Anti-dilutive shares excluded | 773 | 1,669 | 747 | 1,709 | ||||||||
Contingently issuable shares excluded | 380 | 524 | 365 | 466 | ||||||||
Acquisitions
Acquisitions | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Business Combinations [Abstract] | ' | |||||
Acquisitions | ' | |||||
Acquisitions | ||||||
Schrader | ||||||
On October 14, 2014, we completed the acquisition of all of the outstanding shares of August Cayman Company, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Schrader"), for an aggregate purchase price of $1.0 billion, subject to certain post-closing adjustments. Schrader will be integrated into our sensors segment. Due to the recent closing of this acquisition, we have not yet completed our initial accounting for the business combination, and we are unable to provide the required disclosures. See Note 17, "Subsequent Events," for further information related to this acquisition. | ||||||
We incurred approximately $3.5 million in transaction costs related to this acquisition during the three months ended September 30, 2014, which are included within Selling, general and administrative expense in our condensed consolidated statements of operations. | ||||||
DeltaTech Controls | ||||||
On August 4, 2014, we completed the acquisition of all of the outstanding shares of CoActive US Holdings, Inc., the direct or indirect parent of companies comprising the DeltaTech Controls business, from CoActive Holdings, LLC (the "Seller") for an aggregate cash purchase price of $181.7 million, subject to certain post-closing adjustments. DeltaTech Controls is a manufacturer of customized electronic operator controls based on magnetic position sensing technology for the construction, agriculture, and material handling industries, and is being integrated into our sensors segment. | ||||||
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | ||||||
Net working capital | $ | 17,074 | ||||
Property, plant and equipment | 8,458 | |||||
Other intangible assets | 111,299 | |||||
Goodwill | 97,114 | |||||
Other non-current assets | 5,663 | |||||
Deferred income tax liabilities | (36,260 | ) | ||||
Other long term liabilities | (22,539 | ) | ||||
Fair value of net assets acquired, excluding cash and cash equivalents | 180,809 | |||||
Cash and cash equivalents | 919 | |||||
Fair value of net assets acquired | $ | 181,728 | ||||
The allocation of the purchase price related to this acquisition is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets, and preliminary estimates of the fair value of liabilities assumed. The final allocation of the purchase price to the assets acquired and liabilities assumed will be completed when the final valuations are completed and estimates of the fair value of liabilities assumed are finalized. The preliminary goodwill of $97.1 million represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for tax purposes. | ||||||
In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: | ||||||
Acquisition Date Fair Value | Weighted-Average Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Customer relationships | $ | 82,420 | 8 | |||
Completed technologies | 26,139 | 10 | ||||
Trademarks | 1,820 | 5 | ||||
Computer software | 920 | 7 | ||||
$ | 111,299 | 8 | ||||
The definite-lived intangible assets were valued using the income approach. We used the relief-from-royalty method to value completed technologies and trademark intangibles. The customer relationships were valued using the multi-period excess earnings method. These valuation methods incorporate assumptions including expected discounted future cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies and trademark intangibles, or the future earnings related to existing customer relationships. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||
The valuation of certain tangible assets acquired was determined using the cost approach. For personal property, we primarily used the cost approach to develop the estimated reproduction or replacement cost. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||
Magnum Energy | ||||||
On May 29, 2014, we completed the acquisition of all of the outstanding shares of Magnum Energy for $60.6 million in cash. Magnum Energy is a supplier of pure sine, low-frequency inverters and inverter/chargers based in Everett, Washington. Magnum Energy products are used in recreational vehicles and the solar/off-grid applications market. Magnum Energy is being integrated into our controls segment. | ||||||
The allocation of the purchase price related to this acquisition is preliminary, and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price will be completed when the estimates of the fair value of liabilities assumed are finalized. The majority of the purchase price was allocated to intangible assets, including goodwill. | ||||||
The preliminary goodwill recognized as a result of this acquisition was approximately $12.8 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. In accordance with the terms of the agreement to purchase Magnum Energy, we have treated this acquisition as an asset purchase as allowed under U.S. tax rules, and therefore all of the goodwill recorded is expected to be deductible for tax purposes. | ||||||
In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: | ||||||
Acquisition Date Fair Value | Weighted-Average Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Completed technologies | $ | 28,810 | 12 | |||
Customer relationships | 11,670 | 7 | ||||
Trademark | 1,850 | 12 | ||||
$ | 42,330 | 11 | ||||
The completed technologies and trademark intangibles were valued using the income approach (the multi-period excess earnings method and the relief-from-royalty method, respectively). The customer relationships were valued using the cost approach. These valuation methods incorporate assumptions including future earnings related to completed technologies, expected discounted future cash flows resulting from the future estimated after-tax royalty payments avoided as a result of owning the trademark, and the estimated cost of replacement of existing customer relationships. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||
Wabash Technologies | ||||||
On January 2, 2014, we completed the acquisition of all the outstanding shares of Wabash Technologies from an affiliate of Sun Capital Partners, Inc. for $59.6 million in cash. Wabash Technologies develops, manufactures, and sells a broad range of custom-designed sensors and has operations in the U.S., Mexico, and the United Kingdom. We acquired Wabash Technologies in order to complement our existing magnetic speed and position sensors product portfolio and to provide new capabilities in throttle position and transmission range sensing, while enabling additional entry points into the heavy vehicle and off-road end-market. Wabash Technologies is being integrated into our sensors segment. | ||||||
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | ||||||
Net working capital | $ | 9,232 | ||||
Property, plant and equipment | 17,210 | |||||
Other intangible assets | 21,500 | |||||
Goodwill | 20,173 | |||||
Deferred income tax liabilities | (8,967 | ) | ||||
Other long term liabilities | (867 | ) | ||||
Fair value of net assets acquired, excluding cash and cash equivalents | 58,281 | |||||
Cash and cash equivalents | 1,304 | |||||
Fair value of net assets acquired | $ | 59,585 | ||||
The allocation of the purchase price related to this acquisition is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets, and preliminary estimates of the fair value of liabilities assumed. The final allocation of the purchase price will be completed when the estimates of the fair value of liabilities assumed are finalized. The preliminary goodwill of $20.2 million represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for tax purposes. | ||||||
In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: | ||||||
Acquisition Date Fair Value | Weighted-Average Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Completed technologies | $ | 13,600 | 9 | |||
Customer relationships | 7,900 | 7 | ||||
$ | 21,500 | 8 | ||||
The definite-lived intangible assets were valued using the income approach. We used the relief-from-royalty method to value completed technologies and the multi-period excess earnings method to value customer relationships. These valuation methods incorporate assumptions including expected discounted future cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||
The valuation of certain tangible assets acquired were determined using cost and market approaches. For personal property, we primarily used the cost approach to develop the estimated reproduction or replacement cost. For real property, we used a market approach based on the use of appraisals and input from market participants. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||
Aggregated Information on Business Combinations | ||||||
Net revenue for DeltaTech Controls, Magnum Energy, and Wabash Technologies included in our condensed consolidated statements of operations for the three and nine months ended September 30, 2014 was $47.7 million and $92.6 million, respectively. Net income for DeltaTech Controls, Magnum Energy, and Wabash Technologies included in our condensed consolidated statements of operations for the three and nine months ended September 30, 2014 was not material to our consolidated results. | ||||||
Had the DeltaTech Controls, Magnum Energy, and Wabash Technologies acquisitions closed at the beginning of 2013, Net revenue and Net income would not have been materially different from the amounts reported for the three and nine months ended September 30, 2014 and September 30, 2013. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On October 14, 2014, our indirect, wholly-owned subsidiary, Sensata Technologies B.V. ("STBV") completed the acquisition of Schrader for $1.0 billion, subject to certain post-closing adjustments (the "Acquisition"). Upon closing of the Acquisition, we assumed all of Schrader's liabilities, including, without limitation, all contingent liabilities arising from various pending litigation matters. We are currently evaluating these liabilities and contingent liabilities in order to assess our exposure. | |
Schrader is a global manufacturer of sensing and valve solutions for automotive and industrial manufacturers. Schrader is headquartered in Denver, Colorado and has sales and design offices in the United States, the United Kingdom, Germany, China, Japan, and South Korea. Manufacturing facilities are located in the United States, United Kingdom, France, Brazil, and China. Schrader employs 2,500 people globally. Schrader is a manufacturer of tire pressure monitoring sensors (“TPMS”), a safety feature now standard on all cars and light trucks sold in the United States and growing globally in Europe and Asia. Fuel economy and safety regulations in each region are driving the rapid adoption of TPMS. The Acquisition adds TPMS and additional low pressure sensing capabilities to our current position. | |
On October 14, 2014, STBV completed a series of financing transactions (the "Transactions") in order to fund the Acquisition. The Transactions included the issuance and sale of the 5.625% Senior Notes and the entry into the third amendment to STBV's existing senior secured credit facilities that provides for the Incremental Term Loan Facility, which was offered at an original issue price of 99.25%. The net proceeds from the issuance and sale of the 5.625% Senior Notes and borrowings under the Incremental Term Loan Facility, together with cash on hand, were used to (i) fund the Acquisition, (ii) permanently repay all outstanding indebtedness under Schrader's existing credit facilities, and (iii) pay all related fees and expenses in connection with the Transactions and the Acquisition. | |
The 5.625% Senior Notes mature on November 1, 2024, with interest payable on May 1 and November 1 each year, commencing on May 1, 2015. The Incremental Term Loan Facility matures on October 14, 2021, with interest indexed to LIBOR, subject to a floor of 0.75% and a spread of 2.75%. |
New_Accounting_Standards_Polic
New Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Basis of Presentation, Policy | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q, and therefore do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year, nor were those of the comparable 2013 periods necessarily representative of those actually experienced for the full year 2013. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. | |
All intercompany balances and transactions have been eliminated. | |
All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. | |
New Accounting Standards. Policy | ' |
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification ("ASC") Topic (ASC Topic 606, Revenue from Contracts with Customers) the current guidance found in ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. The core principle of the guidance is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In achieving this objective, an entity must perform five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations of the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also clarifies how an entity should account for costs of obtaining or fulfilling a contract in a new ASC Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers. | |
ASU 2014-09 is effective for public companies for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is not permitted. ASU 2014-09 may be applied using either a full retrospective approach, in which all years included in the financial statements are presented under the revised guidance, or a modified retrospective approach. Under the modified retrospective approach, financial statements will be prepared using the new standard for the year of adoption, but not for prior years. Under this method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the company and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. We will adopt ASU 2014-09 on January 1, 2017 and are currently evaluating the impact that this adoption will have on our consolidated financial statements. At this time, we have not determined the transition method that will be used. |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
The components of inventories as of September 30, 2014 and December 31, 2013 were as follows: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 96,500 | $ | 82,350 | ||||
Work-in-process | 48,713 | 32,790 | ||||||
Raw materials | 129,093 | 68,255 | ||||||
Total | $ | 274,306 | $ | 183,395 | ||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
The following is a roll forward of the components of Accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2014: | |||||||||||||
Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Accumulated Other Comprehensive Loss | |||||||||||
Balance as of December 31, 2013 | $ | (7,612 | ) | $ | (25,495 | ) | $ | (33,107 | ) | ||||
Other comprehensive income before reclassifications | 17,817 | — | 17,817 | ||||||||||
Amounts reclassified from Accumulated other comprehensive loss | 4,280 | (370 | ) | 3,910 | |||||||||
Net current period other comprehensive income/(loss) | 22,097 | (370 | ) | 21,727 | |||||||||
Balance as of September 30, 2014 | $ | 14,485 | $ | (25,865 | ) | $ | (11,380 | ) | |||||
Reclassification out of Accumulated Other Comprehensive Income | ' | ||||||||||||
The details of the amounts reclassified from Accumulated other comprehensive loss for the three and nine months ended September 30, 2014 and September 30, 2013 are as follows: | |||||||||||||
For the three months ended September 30, 2014 and September 30, 2013 | |||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Affected Line in Condensed Consolidated Statement of Operations | ||||||||||||
Component | For the three months ended September 30, 2014 | For the three months ended September 30, 2013 | |||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||
Interest rate caps | $ | 232 | $ | 257 | Interest expense (1) | ||||||||
Foreign currency forward contracts | 822 | (93 | ) | Net revenue (1) | |||||||||
Foreign currency forward contracts | (512 | ) | (426 | ) | Cost of revenue (1) | ||||||||
542 | (262 | ) | Total before tax | ||||||||||
(132 | ) | 65 | (Benefit from)/provision for income taxes | ||||||||||
$ | 410 | $ | (197 | ) | Net of tax | ||||||||
Defined benefit and retiree healthcare plans | $ | (121 | ) | $ | 462 | Various (2) | |||||||
(49 | ) | (28 | ) | (Benefit from)/provision for income taxes | |||||||||
$ | (170 | ) | $ | 434 | Net of tax | ||||||||
For the nine months ended September 30, 2014 and September 30, 2013 | |||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Affected Line in Condensed Consolidated Statement of Operations | ||||||||||||
Component | For the nine months ended September 30, 2014 | For the nine months ended September 30, 2013 | |||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||
Interest rate caps | $ | 972 | $ | 772 | Interest expense (1) | ||||||||
Interest rate caps | — | 1,097 | Other, net (1) | ||||||||||
Foreign currency forward contracts | 5,543 | 195 | Net revenue (1) | ||||||||||
Foreign currency forward contracts | (811 | ) | (1,491 | ) | Cost of revenue (1) | ||||||||
5,704 | 573 | Total before tax | |||||||||||
(1,424 | ) | (144 | ) | (Benefit from)/provision for income taxes | |||||||||
$ | 4,280 | $ | 429 | Net of tax | |||||||||
Defined benefit and retiree healthcare plans | $ | (307 | ) | $ | 1,392 | Various (2) | |||||||
(63 | ) | (86 | ) | (Benefit from)/provision for income taxes | |||||||||
$ | (370 | ) | $ | 1,306 | Net of tax | ||||||||
(1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. | |||||||||||||
(2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, and Selling, general and administrative line items in the condensed consolidated statement of operations. These amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring_and_Special_Char1
Restructuring and Special Charges (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||||||
Schedule of Restructuring and Related Costs | ' | ||||||||||||||||||||
The following tables present costs/(gains) recorded within the condensed consolidated statements of operations associated with our restructuring activities and special charges, and where these amounts were recognized, for the three and nine months ended September 30, 2014 and September 30, 2013: | |||||||||||||||||||||
For the three months ended September 30, 2014 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | — | $ | — | $ | 4,543 | $ | — | $ | 4,543 | |||||||||||
Other, net | — | — | (1 | ) | — | (1 | ) | ||||||||||||||
Cost of revenue | — | — | — | — | — | ||||||||||||||||
Total | $ | — | $ | — | $ | 4,542 | $ | — | $ | 4,542 | |||||||||||
For the three months ended September 30, 2013 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | 498 | $ | — | $ | 14 | $ | — | $ | 512 | |||||||||||
Other, net | (12 | ) | — | 13 | — | 1 | |||||||||||||||
Cost of revenue | 71 | — | — | (5,000 | ) | (4,929 | ) | ||||||||||||||
Total | $ | 557 | $ | — | $ | 27 | $ | (5,000 | ) | $ | (4,416 | ) | |||||||||
For the nine months ended September 30, 2014 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | (198 | ) | $ | — | $ | 7,346 | $ | — | $ | 7,148 | ||||||||||
Other, net | — | — | (1 | ) | — | (1 | ) | ||||||||||||||
Cost of revenue | — | — | — | (4,072 | ) | (4,072 | ) | ||||||||||||||
Total | $ | (198 | ) | $ | — | $ | 7,345 | $ | (4,072 | ) | $ | 3,075 | |||||||||
For the nine months ended September 30, 2013 | |||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | |||||||||||||||||
Restructuring and special charges | $ | 4,094 | $ | 451 | $ | 1,213 | $ | (1,220 | ) | $ | 4,538 | ||||||||||
Other, net | (42 | ) | — | 15 | — | (27 | ) | ||||||||||||||
Cost of revenue | 1,233 | — | — | (5,530 | ) | (4,297 | ) | ||||||||||||||
Total | $ | 5,285 | $ | 451 | $ | 1,228 | $ | (6,750 | ) | $ | 214 | ||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments | ' | |||||||
Our debt as of September 30, 2014 and December 31, 2013 consisted of the following: | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Term Loan Facility | $ | 470,498 | $ | 474,062 | ||||
6.5% Senior Notes | 700,000 | 700,000 | ||||||
4.875% Senior Notes | 500,000 | 500,000 | ||||||
Revolving Credit Facility | 160,000 | — | ||||||
Less: discount | (2,038 | ) | (2,289 | ) | ||||
Less: current portion | (164,752 | ) | (4,752 | ) | ||||
Long-term debt, net of discount, less current portion | $ | 1,663,708 | $ | 1,667,021 | ||||
Capital lease and other financing obligations | $ | 50,152 | $ | 52,193 | ||||
Less: current portion | (3,627 | ) | (3,348 | ) | ||||
Capital lease and other financing obligations, less current portion | $ | 46,525 | $ | 48,845 | ||||
Pension_and_Other_PostRetireme1
Pension and Other Post-Retirement Benefits (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Net Benefit Costs | ' | |||||||||||||||||||||||||||||||
The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2014 and September 30, 2013 were as follows: | ||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined Benefit | Retiree Healthcare | Defined Benefit | Total | |||||||||||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||||||||||
Service cost | $ | — | $ | — | $ | 14 | $ | 63 | $ | 654 | $ | 588 | $ | 668 | $ | 651 | ||||||||||||||||
Interest cost | 448 | 361 | 74 | 147 | 319 | 286 | 841 | 794 | ||||||||||||||||||||||||
Expected return on plan assets | (612 | ) | (627 | ) | — | — | (216 | ) | (225 | ) | (828 | ) | (852 | ) | ||||||||||||||||||
Amortization of net loss | 65 | 238 | 104 | 123 | 45 | 99 | 214 | 460 | ||||||||||||||||||||||||
Amortization of prior service (credit)/cost | — | — | (335 | ) | — | — | 2 | (335 | ) | 2 | ||||||||||||||||||||||
Net periodic benefit cost | $ | (99 | ) | $ | (28 | ) | $ | (143 | ) | $ | 333 | $ | 802 | $ | 750 | $ | 560 | $ | 1,055 | |||||||||||||
The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2014 and September 30, 2013 were as follows: | ||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined Benefit | Retiree Healthcare | Defined Benefit | Total | |||||||||||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||||||||||
Service cost | $ | — | $ | — | $ | 80 | $ | 189 | $ | 1,884 | $ | 1,732 | $ | 1,964 | $ | 1,921 | ||||||||||||||||
Interest cost | 1,344 | 1,080 | 247 | 442 | 847 | 870 | 2,438 | 2,392 | ||||||||||||||||||||||||
Expected return on plan assets | (1,837 | ) | (1,881 | ) | — | — | (655 | ) | (685 | ) | (2,492 | ) | (2,566 | ) | ||||||||||||||||||
Amortization of net loss | 196 | 715 | 362 | 368 | 136 | 302 | 694 | 1,385 | ||||||||||||||||||||||||
Amortization of prior service (credit)/cost | — | — | (1,001 | ) | — | — | 7 | (1,001 | ) | 7 | ||||||||||||||||||||||
Net periodic benefit cost | $ | (297 | ) | $ | (86 | ) | $ | (312 | ) | $ | 999 | $ | 2,212 | $ | 2,226 | $ | 1,603 | $ | 3,139 | |||||||||||||
ShareBased_Payment_Plans_Table
Share-Based Payment Plans (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | ' | |||||||||||||||
The table below presents non-cash compensation expense related to our equity awards recorded within Selling, general and administrative expense in the condensed consolidated statements of operations during the identified periods: | ||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||
Stock options | $ | 2,019 | $ | 1,804 | $ | 5,969 | $ | 5,083 | ||||||||
Restricted securities | 1,550 | 952 | 3,951 | 2,275 | ||||||||||||
Total share-based compensation expense | $ | 3,569 | $ | 2,756 | $ | 9,920 | $ | 7,358 | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | |||||||||||||||
We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2014: | ||||||||||||||||
Awards Granted to | Number of Options Granted | Weighted- Average Grant Date Fair Value | Vesting Period | |||||||||||||
Various executives and employees | 661 | $14.38 | 25% per year over four years | |||||||||||||
Directors | 96 | $13.99 | 1 year | |||||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | ' | |||||||||||||||
We granted the following restricted securities under the 2010 Equity Plan during the nine months ended September 30, 2014: | ||||||||||||||||
Awards Granted to | Number of Restricted Securities Granted | Weighted- Average Grant Date Fair Value | ||||||||||||||
Various executives and employees | 239 | $43.16 |
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||||||||||||||||||
The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fell: | ||||||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 21,450 | $ | — | $ | — | $ | 1,863 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 391 | — | — | 151 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 21,841 | $ | — | $ | — | $ | 2,014 | $ | — | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 1,532 | $ | — | $ | — | $ | 11,875 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 10,630 | — | — | 13,229 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 12,162 | $ | — | $ | — | $ | 25,104 | $ | — | ||||||||||||||||||||
Fair Value, by Balance Sheet Grouping | ' | |||||||||||||||||||||||||||||||
The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||||||||||
Value (1) | Level 1 | Level 2 | Level 3 | Value (1) | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Term Loan Facility | $ | 470,498 | $ | — | $ | 466,970 | $ | — | $ | 474,062 | $ | — | $ | 475,016 | $ | — | ||||||||||||||||
6.5% Senior Notes | $ | 700,000 | $ | — | $ | 733,250 | $ | — | $ | 700,000 | $ | — | $ | 752,500 | $ | — | ||||||||||||||||
4.875% Senior Notes | $ | 500,000 | $ | — | $ | 488,750 | $ | — | $ | 500,000 | $ | — | $ | 472,500 | $ | — | ||||||||||||||||
Revolving Credit Facility | $ | 160,000 | $ | — | $ | 158,455 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
(1) | The carrying value is presented excluding discount. |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Derivative [Line Items] | ' | |||||||||||||||||||
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | ' | |||||||||||||||||||
The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013: | ||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||
Balance Sheet Location | September 30, 2014 | December 31, 2013 | Balance Sheet Location | September 30, 2014 | December 31, 2013 | |||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 14,574 | $ | 1,566 | Accrued expenses and other current liabilities | $ | 967 | $ | 9,868 | ||||||||||
Foreign currency forward contracts | Other assets | 4,526 | — | Other long term liabilities | 367 | 500 | ||||||||||||||
Total | $ | 19,100 | $ | 1,566 | $ | 1,334 | $ | 10,368 | ||||||||||||
Derivatives not designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Commodity forward contracts | Prepaid expenses and other current assets | $ | 306 | $ | 80 | Accrued expenses and other current liabilities | $ | 8,766 | $ | 10,096 | ||||||||||
Commodity forward contracts | Other assets | 85 | 71 | Other long term liabilities | 1,864 | 3,133 | ||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | 2,350 | 297 | Accrued expenses and other current liabilities | 198 | 1,507 | ||||||||||||||
Total | $ | 2,741 | $ | 448 | $ | 10,828 | $ | 14,736 | ||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | ' | |||||||||||||||||||
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||||||
Derivatives designated as | Amount of (Loss)/Gain Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | |||||||||||||||||
hedging instruments under ASC 815 | ||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||
Interest rate caps | $ | — | $ | (2 | ) | Interest expense | $ | (232 | ) | $ | (257 | ) | ||||||||
Foreign currency forward contracts | $ | 25,382 | $ | (10,149 | ) | Net revenue | $ | (822 | ) | $ | 93 | |||||||||
Foreign currency forward contracts | $ | (1,871 | ) | $ | (106 | ) | Cost of revenue | $ | 512 | $ | 426 | |||||||||
Derivatives not designated as | Amount of Gain/(Loss) Recognized in Income on Derivatives | Location of Gain/(Loss) | ||||||||||||||||||
hedging instruments under ASC 815 | Recognized in Income on Derivatives | |||||||||||||||||||
September 30, 2014 | September 30, 2013 | |||||||||||||||||||
Commodity forward contracts | $ | (9,147 | ) | $ | 9,791 | Other, net | ||||||||||||||
Foreign currency forward contracts | $ | 4,765 | $ | (3,671 | ) | Other, net | ||||||||||||||
Interest rate caps | $ | — | $ | (2 | ) | Other, net | ||||||||||||||
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the nine months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||||||
Derivatives designated as | Amount of (Loss)/Gain Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | |||||||||||||||||
hedging instruments under ASC 815 | ||||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||
Interest rate caps | $ | — | $ | (6 | ) | Interest expense | $ | (972 | ) | $ | (772 | ) | ||||||||
Interest rate caps | $ | — | $ | — | Other, net | $ | — | $ | (1,097 | ) | ||||||||||
Foreign currency forward contracts | $ | 23,664 | $ | (3,026 | ) | Net revenue | $ | (5,543 | ) | $ | (195 | ) | ||||||||
Foreign currency forward contracts | $ | 91 | $ | 1,075 | Cost of revenue | $ | 811 | $ | 1,491 | |||||||||||
Derivatives not designated as | Amount of Gain/(Loss) Recognized in Income on Derivatives | Location of Gain/(Loss) | ||||||||||||||||||
hedging instruments under ASC 815 | Recognized in Income on Derivatives | |||||||||||||||||||
September 30, 2014 | September 30, 2013 | |||||||||||||||||||
Commodity forward contracts | $ | (3,629 | ) | $ | (16,401 | ) | Other, net | |||||||||||||
Foreign currency forward contracts | $ | 3,726 | $ | (1,718 | ) | Other, net | ||||||||||||||
Interest rate caps | $ | — | $ | (2 | ) | Other, net | ||||||||||||||
Foreign currency forward contract [Member] | ' | |||||||||||||||||||
Derivative [Line Items] | ' | |||||||||||||||||||
Schedule of Derivative Instruments | ' | |||||||||||||||||||
As of September 30, 2014, we had the following outstanding foreign currency forward contracts: | ||||||||||||||||||||
Notional | Effective Date | Maturity Date | Index | Weighted- Average Strike Rate | Hedge Designation | |||||||||||||||
(in millions) | ||||||||||||||||||||
257.7 EUR | Various from May 2013 to September 2014 | Various from November 2014 to August 2016 | Euro to U.S. Dollar Exchange Rate | 1.33 USD | Designated | |||||||||||||||
54.0 EUR | Various from May 2013 to September 2014 | October 31, 2014 | Euro to U.S. Dollar Exchange Rate | 1.29 USD | Non-Designated | |||||||||||||||
25.0 CNY | March 20, 2014 | November 28, 2014 and December 31, 2014 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.24 CNY | Designated | |||||||||||||||
61.5 CNY | March 20, 2014 and September 25, 2014 | October 31, 2014 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.17 CNY | Non-Designated | |||||||||||||||
2,052.4 JPY | Various from September 2013 to July 2014 | Various from November 2014 to December 2015 | U.S. Dollar to Japanese Yen Exchange Rate | 101.63 JPY | Designated | |||||||||||||||
559.4 JPY | Various from September 2013 to September 2014 | October 31, 2014 | U.S. Dollar to Japanese Yen Exchange Rate | 104.54 JPY | Non-Designated | |||||||||||||||
54,250.0 KRW | Various from September 2013 to September 2014 | Various from November 2014 to August 2016 | U.S. Dollar to Korean Won Exchange Rate | 1,063.81 KRW | Designated | |||||||||||||||
34,900.0 KRW | Various from September 2013 to September 2014 | October 31, 2014 | U.S. Dollar to Korean Won Exchange Rate | 1,049.69 KRW | Non-Designated | |||||||||||||||
50.9 MYR | Various from November 2013 to September 2014 | Various from November 2014 to August 2016 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.32 MYR | Designated | |||||||||||||||
30.8 MYR | November 22, 2013 and September 25, 2014 | October 31, 2014 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.26 MYR | Non-Designated | |||||||||||||||
829.3 MXN | Various from June 2013 to September 2014 | Various from November 2014 to August 2016 | U.S. Dollar to Mexican Peso Exchange Rate | 13.61 MXN | Designated | |||||||||||||||
88.2 MXN | Various from June 2013 to September 2014 | October 31, 2014 | U.S. Dollar to Mexican Peso Exchange Rate | 13.57 MXN | Non-Designated | |||||||||||||||
Commodity forward contracts [Member] | ' | |||||||||||||||||||
Derivative [Line Items] | ' | |||||||||||||||||||
Schedule of Derivative Instruments | ' | |||||||||||||||||||
We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of September 30, 2014: | ||||||||||||||||||||
Commodity | Notional | Remaining Contracted Periods | Weighted- | |||||||||||||||||
Average | ||||||||||||||||||||
Strike Price Per Unit | ||||||||||||||||||||
Silver | 1,324,013 troy oz. | October 2014 to August 2016 | $22.02 | |||||||||||||||||
Gold | 12,882 troy oz. | October 2014 to August 2016 | $1,363.82 | |||||||||||||||||
Nickel | 662,820 pounds | October 2014 to August 2016 | $7.17 | |||||||||||||||||
Aluminum | 3,240,729 pounds | October 2014 to August 2016 | $0.90 | |||||||||||||||||
Copper | 4,204,281 pounds | October 2014 to August 2016 | $3.29 | |||||||||||||||||
Platinum | 7,239 troy oz. | October 2014 to August 2016 | $1,468.72 | |||||||||||||||||
Palladium | 1,045 troy oz. | October 2014 to August 2016 | $746.16 |
Other_Net_Tables
Other, Net (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Schedule of Other, net | ' | |||||||||||||||
Other, net consisted of the following for the three and nine months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Currency remeasurement gain on debt | $ | 51 | $ | 169 | $ | 2 | $ | 354 | ||||||||
Currency remeasurement (loss)/gain on net monetary assets | (4,512 | ) | 2,948 | (4,413 | ) | 406 | ||||||||||
(Loss)/gain on commodity forward contracts | (9,147 | ) | 9,791 | (3,629 | ) | (16,401 | ) | |||||||||
Gain/(loss) on foreign currency forward contracts | 4,765 | (3,671 | ) | 3,726 | (1,718 | ) | ||||||||||
Loss on debt refinancing | — | — | — | (7,111 | ) | |||||||||||
Loss on interest rate cap | — | — | — | (1,097 | ) | |||||||||||
Other | 265 | 153 | 206 | 156 | ||||||||||||
Total Other, net | $ | (8,578 | ) | $ | 9,390 | $ | (4,108 | ) | $ | (25,411 | ) | |||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||
The following table presents Net revenue and Segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2014 and September 30, 2013: | ||||||||||||||||
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | ||||||||||||||||
Sensors | $ | 429,020 | $ | 358,159 | $ | 1,261,736 | $ | 1,052,124 | ||||||||
Controls | 148,075 | 140,727 | 442,806 | 423,593 | ||||||||||||
Total net revenue | $ | 577,095 | $ | 498,886 | $ | 1,704,542 | $ | 1,475,717 | ||||||||
Segment operating income (as defined above): | ||||||||||||||||
Sensors | $ | 118,056 | $ | 109,918 | $ | 354,386 | $ | 311,948 | ||||||||
Controls | 44,765 | 41,638 | 132,454 | 130,708 | ||||||||||||
Total segment operating income | 162,821 | 151,556 | 486,840 | 442,656 | ||||||||||||
Corporate and other | (30,176 | ) | (17,275 | ) | (83,859 | ) | (71,924 | ) | ||||||||
Amortization of intangible assets | (35,985 | ) | (33,670 | ) | (100,562 | ) | (100,706 | ) | ||||||||
Restructuring and special charges | (4,543 | ) | (512 | ) | (7,148 | ) | (4,538 | ) | ||||||||
Profit from operations | 92,117 | 100,099 | 295,271 | 265,488 | ||||||||||||
Interest expense | (23,874 | ) | (23,476 | ) | (70,973 | ) | (71,573 | ) | ||||||||
Interest income | 321 | 232 | 910 | 780 | ||||||||||||
Other, net | (8,578 | ) | 9,390 | (4,108 | ) | (25,411 | ) | |||||||||
Income before taxes | $ | 59,986 | $ | 86,245 | $ | 221,100 | $ | 169,284 | ||||||||
Net_Income_per_Share_Tables
Net Income per Share (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Schedule of Weighted Average Number of Shares | ' | |||||||||||
For the three and nine months ended September 30, 2014 and September 30, 2013, the weighted-average shares outstanding for basic and diluted net income per share were as follows: | ||||||||||||
For the three months ended | For the nine months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Basic weighted-average ordinary shares outstanding | 168,554 | 175,941 | 170,463 | 176,362 | ||||||||
Dilutive effect of stock options | 2,042 | 2,559 | 1,974 | 2,993 | ||||||||
Dilutive effect of unvested restricted securities | 169 | 129 | 174 | 164 | ||||||||
Diluted weighted-average ordinary shares outstanding | 170,765 | 178,629 | 172,611 | 179,519 | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||||||
For the three and nine months ended September 30, 2014 and September 30, 2013, certain potential ordinary shares were excluded from our calculation of diluted weighted-average shares outstanding because they would have had an anti-dilutive effect on net income per share, or because they related to share-based awards associated with restricted securities that were contingently issuable, for which the contingency had not been satisfied. | ||||||||||||
For the three months ended | For the nine months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Anti-dilutive shares excluded | 773 | 1,669 | 747 | 1,709 | ||||||||
Contingently issuable shares excluded | 380 | 524 | 365 | 466 | ||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
DeltaTech Controls [Member] | ' | |||||
Business Acquisition [Line Items] | ' | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | ||||||
Net working capital | $ | 17,074 | ||||
Property, plant and equipment | 8,458 | |||||
Other intangible assets | 111,299 | |||||
Goodwill | 97,114 | |||||
Other non-current assets | 5,663 | |||||
Deferred income tax liabilities | (36,260 | ) | ||||
Other long term liabilities | (22,539 | ) | ||||
Fair value of net assets acquired, excluding cash and cash equivalents | 180,809 | |||||
Cash and cash equivalents | 919 | |||||
Fair value of net assets acquired | $ | 181,728 | ||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | ' | |||||
The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: | ||||||
Acquisition Date Fair Value | Weighted-Average Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Customer relationships | $ | 82,420 | 8 | |||
Completed technologies | 26,139 | 10 | ||||
Trademarks | 1,820 | 5 | ||||
Computer software | 920 | 7 | ||||
$ | 111,299 | 8 | ||||
Magnum Energy [Member] | ' | |||||
Business Acquisition [Line Items] | ' | |||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | ' | |||||
The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: | ||||||
Acquisition Date Fair Value | Weighted-Average Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Completed technologies | $ | 28,810 | 12 | |||
Customer relationships | 11,670 | 7 | ||||
Trademark | 1,850 | 12 | ||||
$ | 42,330 | 11 | ||||
Wabash Technologies [Member] | ' | |||||
Business Acquisition [Line Items] | ' | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | ||||||
Net working capital | $ | 9,232 | ||||
Property, plant and equipment | 17,210 | |||||
Other intangible assets | 21,500 | |||||
Goodwill | 20,173 | |||||
Deferred income tax liabilities | (8,967 | ) | ||||
Other long term liabilities | (867 | ) | ||||
Fair value of net assets acquired, excluding cash and cash equivalents | 58,281 | |||||
Cash and cash equivalents | 1,304 | |||||
Fair value of net assets acquired | $ | 59,585 | ||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | ' | |||||
The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: | ||||||
Acquisition Date Fair Value | Weighted-Average Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Completed technologies | $ | 13,600 | 9 | |||
Customer relationships | 7,900 | 7 | ||||
$ | 21,500 | 8 | ||||
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory, Net [Abstract] | ' | ' |
Finished goods | $96,500 | $82,350 |
Work-in-process | 48,713 | 32,790 |
Raw materials | 129,093 | 68,255 |
Total | $274,306 | $183,395 |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||||
Sep. 30, 2014 | 31-May-14 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 31, 2012 | Oct. 28, 2013 | Feb. 03, 2014 | Sep. 30, 2014 | 31-May-14 | |
October 2012 Share Repurchase Program [Member] | October 2013 (Reset) Share Repurchase Program [Member] | February 2014 (Reset) Share Repurchase Program [Member] | Sensata Investment Company SCA [Member] | Secondary Public Offering, May, 2014 [Member] | |||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, authorized amount (in shares) | ' | ' | ' | ' | $250,000,000 | $250,000,000 | $250,000,000 | ' | ' |
Treasury stock, shares, acquired (in shares) | ' | ' | 4,302,000 | 3,902,000 | ' | ' | ' | ' | 4,000,000 |
Treasury stock, value, acquired, cost method | ' | ' | 181,700,000 | 126,200,000 | ' | ' | ' | ' | ' |
Treasury stock acquired, average cost per share (in dollars per share) | ' | ' | $42.22 | $32.33 | ' | ' | ' | ' | $42.42 |
Options, exercises in period satisfied with treasury shares (in shares) | ' | ' | 1,077,000 | 2,123,000 | ' | ' | ' | ' | ' |
Treasury stock, loss from reissuances | ' | ' | $17,300,000 | ' | ' | ' | ' | ' | ' |
Secondary offering, shares sold (in shares) | 15,050,000 | 11,500,000 | ' | ' | ' | ' | ' | ' | ' |
Secondary offering, price per share sold (in dollars per share) | $47.30 | $42.42 | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' |
Shareholders_Equity_AOCI_Roll_
Shareholders' Equity - AOCI Roll Forward (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ' | ' | ' | ' |
Balance as of December 31, 2013 | ' | ' | ($33,107) | ' |
Other comprehensive income before reclassifications | ' | ' | 17,817 | ' |
Amounts reclassified from Accumulated other comprehensive loss | ' | ' | 3,910 | ' |
Other comprehensive income/(loss) | 17,874 | -7,458 | 21,727 | 262 |
Balance as of September 30, 2014 | -11,380 | ' | -11,380 | ' |
Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ' | ' | ' | ' |
Balance as of December 31, 2013 | ' | ' | -7,612 | ' |
Other comprehensive income before reclassifications | ' | ' | 17,817 | ' |
Amounts reclassified from Accumulated other comprehensive loss | ' | ' | 4,280 | ' |
Other comprehensive income/(loss) | ' | ' | 22,097 | ' |
Balance as of September 30, 2014 | 14,485 | ' | 14,485 | ' |
Defined Benefit and Retiree Healthcare Plans [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ' | ' | ' | ' |
Balance as of December 31, 2013 | ' | ' | -25,495 | ' |
Other comprehensive income before reclassifications | ' | ' | 0 | ' |
Amounts reclassified from Accumulated other comprehensive loss | ' | ' | -370 | ' |
Other comprehensive income/(loss) | ' | ' | -370 | ' |
Balance as of September 30, 2014 | ($25,865) | ' | ($25,865) | ' |
Shareholders_Equity_AOCI_Recla
Shareholders' Equity - AOCI Reclassifications (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Interest expense | $23,874 | $23,476 | $70,973 | $71,573 | ||||
Other, net | 8,578 | -9,390 | 4,108 | 25,411 | ||||
Net revenue | -577,095 | -498,886 | -1,704,542 | -1,475,717 | ||||
Cost of revenue | 371,940 | 309,061 | 1,097,585 | 940,442 | ||||
Total before tax | -59,986 | -86,245 | -221,100 | -169,284 | ||||
(Benefit from)/provision for income taxes | -21,977 | 20,223 | 6,871 | 48,226 | ||||
Net of tax | -81,963 | -66,022 | -214,229 | -121,058 | ||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Total before tax | 542 | -262 | 5,704 | 573 | ||||
(Benefit from)/provision for income taxes | -132 | 65 | -1,424 | -144 | ||||
Net of tax | 410 | -197 | 4,280 | 429 | ||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | Interest rate caps [Member] | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Interest expense | 232 | [1] | 257 | [1] | 972 | [1] | 772 | [1] |
Other, net | ' | ' | 0 | [1] | 1,097 | [1] | ||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | Foreign currency forward contracts [Member] | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Net revenue | 822 | [1] | -93 | [1] | 5,543 | [1] | 195 | [1] |
Cost of revenue | -512 | [1] | -426 | [1] | -811 | [1] | -1,491 | [1] |
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Defined Benefit and Retiree Healthcare Plans [Member] | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Total before tax | -121 | [2] | 462 | [2] | -307 | [2] | 1,392 | [2] |
(Benefit from)/provision for income taxes | -49 | -28 | -63 | -86 | ||||
Net of tax | ($170) | $434 | ($370) | $1,306 | ||||
[1] | See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. | |||||||
[2] | Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, and Selling, general and administrative line items in the condensed consolidated statement of operations. These amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring_and_Special_Char2
Restructuring and Special Charges (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Restructuring and special charges | $4,543,000 | $512,000 | $7,148,000 | $4,538,000 |
Other, net | -1,000 | 1,000 | -1,000 | -27,000 |
Cost of revenue | 0 | -4,929,000 | -4,072,000 | -4,297,000 |
Total | 4,542,000 | -4,416,000 | 3,075,000 | 214,000 |
2011 Plan [Member] | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Restructuring and special charges | 0 | 498,000 | -198,000 | 4,094,000 |
Other, net | 0 | -12,000 | 0 | -42,000 |
Cost of revenue | 0 | 71,000 | 0 | 1,233,000 |
Total | 0 | 557,000 | -198,000 | 5,285,000 |
MSP Plan [Member] | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Restructuring and special charges | 0 | 0 | 0 | 451,000 |
Other, net | 0 | 0 | 0 | 0 |
Cost of revenue | 0 | 0 | 0 | 0 |
Total | 0 | 0 | 0 | 451,000 |
Other [Member] | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Restructuring and special charges | 4,543,000 | 14,000 | 7,346,000 | 1,213,000 |
Other, net | -1,000 | 13,000 | -1,000 | 15,000 |
Cost of revenue | 0 | 0 | 0 | 0 |
Total | 4,542,000 | 27,000 | 7,345,000 | 1,228,000 |
Other [Member] | Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Restructuring and special charges | 3,500,000 | ' | 4,400,000 | ' |
Special Charges [Member] | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Restructuring and special charges | 0 | 0 | 0 | -1,220,000 |
Other, net | 0 | 0 | 0 | 0 |
Cost of revenue | 0 | -5,000,000 | -4,072,000 | -5,530,000 |
Total | 0 | -5,000,000 | -4,072,000 | -6,750,000 |
JinCheon Facility [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Insurance recoveries | 0 | 5,000,000 | 7,300,000 | 7,500,000 |
JinCheon Facility [Member] | Restructuring and special charges [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Insurance recoveries | ' | ' | ' | $800,000 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 14, 2014 | Oct. 14, 2014 | Oct. 14, 2014 |
Term Loan Facility [Member] | Term Loan Facility [Member] | 6.5% Senior Notes [Member] | 6.5% Senior Notes [Member] | 4.875% Senior Notes [Member] | 4.875% Senior Notes [Member] | The Revolving Credit Facility [Member] | The Revolving Credit Facility [Member] | Senior Notes 5.625% Due 2024 [Member] | Incremental Term Loan Facility [Member] | Incremental Term Loan Facility [Member] | |||
Senior Notes [Member] | Loans Payable [Member] | Loans Payable [Member] | |||||||||||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | ' | ' | $470,498,000 | $474,062,000 | $700,000,000 | $700,000,000 | $500,000,000 | $500,000,000 | $160,000,000 | $0 | ' | ' | ' |
Less: discount | -2,038,000 | -2,289,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: current portion | -164,752,000 | -4,752,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of discount, less current portion | 1,663,708,000 | 1,667,021,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease and other financing obligations | 50,152,000 | 52,193,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: current portion | -3,627,000 | -3,348,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease and other financing obligations, less current portion | 46,525,000 | 48,845,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | 85,100,000 | ' | ' | ' | ' |
Line of credit facility, current borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' |
Letters of credit outstanding, amount | ' | ' | ' | ' | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' |
Letter of credit outstanding, borrowings, amount | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Debt Instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | 600,000,000 | ' |
Debt instrument, percentage of original issue price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99.25% | ' |
Debt instrument, interest rate, stated percentage | ' | ' | ' | ' | 6.50% | ' | 4.88% | ' | ' | ' | 5.63% | ' | ' |
Debt instrument, variable rate floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% |
Debt instrument, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% |
Accrued interest | $30,400,000 | $12,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
(Benefit from)/provision for income taxes | ($21,977,000) | $20,223,000 | $6,871,000 | $48,226,000 | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Unrecognized tax benefits | 18,600,000 | ' | 18,600,000 | ' | 22,200,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 16,400,000 | ' | 16,400,000 | ' | ' |
DeltaTech Controls [Member] | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Decrease in valuation allowance | 32,500,000 | ' | 32,500,000 | ' | ' |
Wabash Technologies [Member] | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Decrease in valuation allowance | ' | ' | $8,300,000 | ' | ' |
Pension_and_Other_PostRetireme2
Pension and Other Post-Retirement Benefits (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' | ' | ' |
Service cost | $668 | $651 | $1,964 | $1,921 |
Interest cost | 841 | 794 | 2,438 | 2,392 |
Expected return on plan assets | -828 | -852 | -2,492 | -2,566 |
Amortization of net loss | 214 | 460 | 694 | 1,385 |
Amortization of prior service (credit)/cost | -335 | 2 | -1,001 | 7 |
Net periodic benefit cost | 560 | 1,055 | 1,603 | 3,139 |
U.S. Plans, Defined Benefit [Member] | ' | ' | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' | ' | ' |
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 448 | 361 | 1,344 | 1,080 |
Expected return on plan assets | -612 | -627 | -1,837 | -1,881 |
Amortization of net loss | 65 | 238 | 196 | 715 |
Amortization of prior service (credit)/cost | 0 | 0 | 0 | 0 |
Net periodic benefit cost | -99 | -28 | -297 | -86 |
U.S. Plans, Retiree Healthcare [Member] | ' | ' | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' | ' | ' |
Service cost | 14 | 63 | 80 | 189 |
Interest cost | 74 | 147 | 247 | 442 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of net loss | 104 | 123 | 362 | 368 |
Amortization of prior service (credit)/cost | -335 | 0 | -1,001 | 0 |
Net periodic benefit cost | -143 | 333 | -312 | 999 |
Non-U.S. Plans [Member] | ' | ' | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' | ' | ' |
Service cost | 654 | 588 | 1,884 | 1,732 |
Interest cost | 319 | 286 | 847 | 870 |
Expected return on plan assets | -216 | -225 | -655 | -685 |
Amortization of net loss | 45 | 99 | 136 | 302 |
Amortization of prior service (credit)/cost | 0 | 2 | 0 | 7 |
Net periodic benefit cost | $802 | $750 | $2,212 | $2,226 |
ShareBased_Payment_Plans_Detai
Share-Based Payment Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total share-based compensation expense | $3,569 | $2,756 | $9,920 | $7,358 |
Options, exercises in period satisfied with treasury shares | ' | ' | 1,030 | ' |
Employee Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total share-based compensation expense | 2,019 | 1,804 | 5,969 | 5,083 |
Restricted Securities [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total share-based compensation expense | $1,550 | $952 | $3,951 | $2,275 |
Various Executives and Employees [Member] | Employee Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of Options Granted | ' | ' | 661 | ' |
Weighted- Average Grant Date Fair Value (in dollars per share) | ' | ' | $14.38 | ' |
Award vesting period | ' | ' | '4 years | ' |
Various Executives and Employees [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Annual vesting percentage | ' | ' | 25.00% | ' |
Various Executives and Employees [Member] | Restricted Securities [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of Restricted Securities Granted | ' | ' | 239 | ' |
Weighted- Average Grant Date Fair Value (in dollars per share) | ' | ' | $43.16 | ' |
Various Executives and Employees [Member] | Restricted Securities With Performance Criteria [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of Restricted Securities Granted | ' | ' | 109 | ' |
Director [Member] | Employee Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of Options Granted | ' | ' | 96 | ' |
Weighted- Average Grant Date Fair Value (in dollars per share) | ' | ' | $13.99 | ' |
Award vesting period | ' | ' | '1 year | ' |
Minimum [Member] | Restricted Securities With Performance Criteria [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Potential vesting percentage | ' | ' | 0.00% | ' |
Maximum [Member] | Restricted Securities With Performance Criteria [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Potential vesting percentage | ' | ' | 150.00% | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 9 Months Ended | 132 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2009 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | 25-May-11 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2012 | Sep. 30, 2014 | |
USD ($) | Ford Speed Control Deactivation Switch Litigation [Member] | Ford Speed Control Deactivation Switch Litigation [Member] | Ford Speed Control Deactivation Switch Litigation [Member] | Romans vs Ford [Member] | Romans vs Ford [Member] | SGL Italia [Member] | SGL Italia [Member] | Venmar [Member] | Venmar [Member] | Cincinnati Ins. Co. [Member] | Auto-Owners Ins. Co. [Member] | Aircraft [Member] | Aircraft [Member] | Automotive Customer [Member] | Korean Supplier [Member] | Aterro Mantovani Disposal Site [Member] | Aterro Mantovani Disposal Site [Member] | Aterro Mantovani Disposal Site [Member] | Control Devices Inc [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | |
Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | USD ($) | USD ($) | Texas Instruments [Member] | USD ($) | Aircraft [Member] | USD ($) | |||
USD ($) | vehicle | Plaintiffs Alleging Property Damage [Member] | fatality | Wrongful Death Allegations [Member] | EUR (€) | USD ($) | USD ($) | Plaintiffs Alleging Property Damage [Member] | Plaintiffs Alleging Property Damage [Member] | Plaintiffs Alleging Property Damage [Member] | USD ($) | fatality | USD ($) | USD ($) | company | lawsuit | Pending Litigation [Member] | ||||||
lawsuit | case | lawsuit | USD ($) | USD ($) | lawsuit | ||||||||||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Standard product warranty, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | '18 months |
Standard product warranty, after customer resale, term | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrual for environmental loss contingencies, number of companies notified (companies) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50 | ' | ' | ' | ' | ' | ' |
Loss contingency, pending claims, number | ' | ' | ' | 7 | ' | 1 | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' |
Environmental indemnification floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 | ' | ' | ' |
Accrual for environmental loss contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' |
Loss contingencies, number of vehicles in recall (vehicles, in ones) | ' | ' | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, number of fatalities (fatalities) | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency accrual, payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, pending claims seeking specific damages, number | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, damages sought, value | ' | 200,000 | ' | ' | ' | ' | 4,200,000 | ' | ' | ' | 900,000 | 6,200,000 | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, deductible per acquisition agreement | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, reimbursement amount per acquisition agreement before deductible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 |
Loss contingency accrual, at carrying value | ' | ' | ' | ' | ' | ' | ' | 300,000 | 0 | ' | ' | ' | 0 | ' | 900,000 | 0 | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, number of defendants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' |
Foreign corrupt policies act, accrual for potential penalties and sanctions | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measures_Details
Fair Value Measures (Details) (USD $) | 3 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Oyama Facility [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Commodity forward contracts [Member] | Commodity forward contracts [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Commodity forward contracts [Member] | Commodity forward contracts [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Commodity forward contracts [Member] | Commodity forward contracts [Member] | ||||||||
Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency forward contracts | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | $21,450,000 | $1,863,000 | ' | ' | ' | ' | $0 | $0 | ' | ' |
Commodity forward contracts | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 391,000 | 151,000 | ' | ' | ' | ' | 0 | 0 |
Total assets | ' | 0 | 0 | ' | ' | ' | ' | 21,841,000 | 2,014,000 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' |
Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency forward contracts | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 1,532,000 | 11,875,000 | ' | ' | ' | ' | 0 | 0 | ' | ' |
Commodity forward contracts | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 10,630,000 | 13,229,000 | ' | ' | ' | ' | 0 | 0 |
Total liabilities | ' | 0 | 0 | ' | ' | ' | ' | 12,162,000 | 25,104,000 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' |
Proceeds on sale of facility | $5,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measures_Balance_Sh
Fair Value Measures - Balance Sheet Grouping (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Term Loan Facility [Member] | Fair Value, Level 1 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | $0 | $0 | ||
Term Loan Facility [Member] | Fair Value, Level 2 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 466,970 | 475,016 | ||
Term Loan Facility [Member] | Fair Value, Level 3 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 | ||
Term Loan Facility [Member] | Carrying Value [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 470,498 | [1] | 474,062 | [1] |
6.5% Senior Notes [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt instrument, interest rate, stated percentage | 6.50% | ' | ||
6.5% Senior Notes [Member] | Fair Value, Level 1 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 | ||
6.5% Senior Notes [Member] | Fair Value, Level 2 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 733,250 | 752,500 | ||
6.5% Senior Notes [Member] | Fair Value, Level 3 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 | ||
6.5% Senior Notes [Member] | Carrying Value [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 700,000 | [1] | 700,000 | [1] |
4.875% Senior Notes [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt instrument, interest rate, stated percentage | 4.88% | ' | ||
4.875% Senior Notes [Member] | Fair Value, Level 1 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 | ||
4.875% Senior Notes [Member] | Fair Value, Level 2 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 488,750 | 472,500 | ||
4.875% Senior Notes [Member] | Fair Value, Level 3 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 | ||
4.875% Senior Notes [Member] | Carrying Value [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 500,000 | [1] | 500,000 | [1] |
The Revolving Credit Facility [Member] | Fair Value, Level 1 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 | ||
The Revolving Credit Facility [Member] | Fair Value, Level 2 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 158,455 | 0 | ||
The Revolving Credit Facility [Member] | Fair Value, Level 3 [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 | ||
The Revolving Credit Facility [Member] | Carrying Value [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Debt Instrument, Fair Value Disclosure | $160,000 | [1] | $0 | [1] |
[1] | The carrying value is presented excluding discount. |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Details) | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Silver [Member] | Gold [Member] | Nickel [Member] | Aluminum [Member] | Copper [Member] | Platinum [Member] | Palladium [Member] | |
Maturing Various Dates From November 2014 to August 2016 [Member] | Maturing Various Dates From November 2014 to August 2016 [Member] | Maturing Various Dates From November 2014 to August 2016 [Member] | Maturing Various Dates From November 2014 to August 2016 [Member] | Maturing Various Dates From November 2014 to August 2016 [Member] | Maturing Various Dates From November 2014 to August 2016 [Member] | Maturing Various Dates From November 2014 to August 2016 [Member] | Maturing Various Dates From November 2014 to December 2015 [Member] | Maturing Various Dates From November 2014 to December 2015 [Member] | Maturing November 28, 2014 and December 31, 2014 [Member] | Maturing November 28, 2014 and December 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Maturing October 31, 2014 [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | ||||||
Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | ozt | ozt | lb | lb | lb | ozt | ozt | ||||||
Euro to US Dollar Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | US Dollar to Japanese Yen Exchange Rate [Member] | US Dollar to Japanese Yen Exchange Rate [Member] | US Dollar to Chinese Renminbi Exchange Rate [Member] | US Dollar to Chinese Renminbi Exchange Rate [Member] | Euro to US Dollar Exchange Rate [Member] | US Dollar to Chinese Renminbi Exchange Rate [Member] | US Dollar to Chinese Renminbi Exchange Rate [Member] | US Dollar to Japanese Yen Exchange Rate [Member] | US Dollar to Japanese Yen Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | |||||||||||||
EUR (€) | USD ($) | KRW | USD ($) | MYR | USD ($) | MXN | USD ($) | JPY (¥) | USD ($) | CNY | EUR (€) | USD ($) | CNY | USD ($) | JPY (¥) | USD ($) | KRW | USD ($) | MYR | USD ($) | MXN | |||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collateral already posted, aggregate fair value | $0 | ' | $0 | ' | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Hedges of Interest Rate Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on cash flow hedge ineffectiveness, net | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts excluded from cash flow ineffectiveness assessment | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of derivatives | ' | ' | ' | ' | ' | 257,700,000 | ' | 54,250,000,000 | ' | 50,900,000 | ' | 829,300,000 | ' | 2,052,400,000 | ' | 25,000,000 | 54,000,000 | ' | 61,500,000 | ' | 559,400,000 | ' | 34,900,000,000 | ' | 30,800,000 | ' | 88,200,000 | ' | ' | ' | ' | ' | ' | ' |
Hedges of Foreign Currency Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts excluded from foreign currency cash flow ineffectiveness assessment | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | -15,300,000 | ' | -15,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, weighted average foreign currency option strike price | ' | ' | ' | ' | ' | 1.33 | 1,063.81 | ' | 3.32 | ' | 13.61 | ' | 101.63 | ' | 6.24 | ' | 1.29 | 6.17 | ' | 104.54 | ' | 1,049.69 | ' | 3.26 | ' | 13.57 | ' | ' | ' | ' | ' | ' | ' | ' |
Hedges of Commodity Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of price risk cash flow hedge derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,324,013 | 12,882 | 662,820 | 3,240,729 | 4,204,281 | 7,239 | 1,045 |
Weighted-average strike price per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.02 | 1,363.82 | 7.17 | 0.9 | 3.29 | 1,468.72 | 746.16 |
Derivative, net liability position, aggregate fair value | $12,200,000 | ' | $12,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Fair Value (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives, Fair Value | $19,100 | $1,566 |
Liability Derivatives, Fair Value | 1,334 | 10,368 |
Derivatives not designated as hedging instruments under ASC 815 [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives, Fair Value | 2,741 | 448 |
Liability Derivatives, Fair Value | 10,828 | 14,736 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Prepaid expenses and other current assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives, Fair Value | 14,574 | 1,566 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Other assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives, Fair Value | 4,526 | 0 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Accrued expenses and other current liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives, Fair Value | 967 | 9,868 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Other long term liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives, Fair Value | 367 | 500 |
Foreign currency forward contract [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Prepaid expenses and other current assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives, Fair Value | 2,350 | 297 |
Foreign currency forward contract [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Accrued expenses and other current liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives, Fair Value | 198 | 1,507 |
Commodity forward contracts [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Prepaid expenses and other current assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives, Fair Value | 306 | 80 |
Commodity forward contracts [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Other assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives, Fair Value | 85 | 71 |
Commodity forward contracts [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Accrued expenses and other current liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives, Fair Value | 8,766 | 10,096 |
Commodity forward contracts [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Other long term liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives, Fair Value | $1,864 | $3,133 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Foreign currency forward contract [Member] | Other, net [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain/(Loss) Recognized in Income on Derivatives | $4,765 | ($3,671) | $3,726 | ($1,718) |
Foreign currency forward contract [Member] | Net revenue [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | -822 | ' | ' | ' |
Foreign currency forward contract [Member] | Net revenue [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | ' | 93 | -5,543 | -195 |
Foreign currency forward contract [Member] | Cost of Sales [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | 512 | 426 | 811 | 1,491 |
Interest rate caps [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of (Loss)/Gain Recognized in Other Comprehensive Income | 0 | -2 | 0 | -6 |
Interest rate caps [Member] | Interest expense [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | -232 | -257 | -972 | -772 |
Interest rate caps [Member] | Other, net [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | ' | ' | 0 | -1,097 |
Interest rate caps [Member] | Other, net [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain/(Loss) Recognized in Income on Derivatives | 0 | 0 | 0 | 0 |
Commodity forward contracts [Member] | Other, net [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain/(Loss) Recognized in Income on Derivatives | -9,147 | 9,791 | -3,629 | -16,401 |
Foreign currency forward contracts that hedge Net revenue [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of (Loss)/Gain Recognized in Other Comprehensive Income | 25,382 | -10,149 | 23,664 | -3,026 |
Foreign currency forward contracts that hedge Cost of revenue [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of (Loss)/Gain Recognized in Other Comprehensive Income | ($1,871) | ($106) | $91 | $1,075 |
Other_Net_Details
Other, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Other Income and Expenses [Abstract] | ' | ' | ' | ' |
Currency remeasurement gain on debt | $51 | $169 | $2 | $354 |
Currency remeasurement (loss)/gain on net monetary assets | -4,512 | 2,948 | -4,413 | 406 |
(Loss)/gain on commodity forward contracts | -9,147 | 9,791 | -3,629 | -16,401 |
Gain/(loss) on foreign currency forward contracts | 4,765 | -3,671 | 3,726 | -1,718 |
Loss on debt refinancing | 0 | 0 | 0 | -7,111 |
Loss on interest rate cap | 0 | 0 | 0 | -1,097 |
Other | 265 | 153 | 206 | 156 |
Total Other, net | ($8,578) | $9,390 | ($4,108) | ($25,411) |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
segment | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of Reportable Segments | ' | ' | 2 | ' |
Reconciliation from Segment Totals to Consolidated [Abstract] | ' | ' | ' | ' |
Net revenue | $577,095 | $498,886 | $1,704,542 | $1,475,717 |
Segment operating income | 162,821 | 151,556 | 486,840 | 442,656 |
Corporate and other | -30,176 | -17,275 | -83,859 | -71,924 |
Amortization of intangible assets | -35,985 | -33,670 | -100,562 | -100,706 |
Restructuring and special charges | -4,543 | -512 | -7,148 | -4,538 |
Profit from operations | 92,117 | 100,099 | 295,271 | 265,488 |
Interest expense | -23,874 | -23,476 | -70,973 | -71,573 |
Interest income | 321 | 232 | 910 | 780 |
Other, net | -8,578 | 9,390 | -4,108 | -25,411 |
Income before taxes | 59,986 | 86,245 | 221,100 | 169,284 |
Sensors [Member] | ' | ' | ' | ' |
Reconciliation from Segment Totals to Consolidated [Abstract] | ' | ' | ' | ' |
Net revenue | 429,020 | 358,159 | 1,261,736 | 1,052,124 |
Segment operating income | 118,056 | 109,918 | 354,386 | 311,948 |
Controls [Member] | ' | ' | ' | ' |
Reconciliation from Segment Totals to Consolidated [Abstract] | ' | ' | ' | ' |
Net revenue | 148,075 | 140,727 | 442,806 | 423,593 |
Segment operating income | $44,765 | $41,638 | $132,454 | $130,708 |
Net_Income_per_Share_Details
Net Income per Share (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ' | ' | ' | ' |
Basic weighted-average ordinary shares outstanding | 168,554 | 175,941 | 170,463 | 176,362 |
Dilutive effect of stock options | 2,042 | 2,559 | 1,974 | 2,993 |
Dilutive effect of unvested restricted securities | 169 | 129 | 174 | 164 |
Diluted weighted-average ordinary shares outstanding | 170,765 | 178,629 | 172,611 | 179,519 |
Net_Income_per_Share_Antidilut
Net Income per Share - Anti-dilutive Shares (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Anti-dilutive shares excluded [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 773 | 1,669 | 747 | 1,709 |
Contingently issuable shares excluded [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 380 | 524 | 365 | 466 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Oct. 14, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | 29-May-14 | 29-May-14 | 29-May-14 | 29-May-14 | Jan. 02, 2014 | Jan. 02, 2014 | Jan. 02, 2014 | |
Schrader [Member] | Schrader [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | DeltaTech Controls [Member] | Magnum Energy [Member] | Magnum Energy [Member] | Magnum Energy [Member] | Magnum Energy [Member] | Wabash Technologies [Member] | Wabash Technologies [Member] | Wabash Technologies [Member] | ||||
Selling, General and Administrative Expenses [Member] | Subsequent Event [Member] | Customer relationships [Member] | Customer relationships [Member] | Completed technologies [Member] | Completed technologies [Member] | Trademarks [Member] | Trademarks [Member] | Computer software [Member] | Computer software [Member] | Customer relationships [Member] | Completed technologies [Member] | Trademarks [Member] | Customer relationships [Member] | Completed technologies [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition price | ' | ' | ' | ' | $1,000,000,000 | $181,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60,631,000 | ' | ' | ' | $59,600,000 | ' | ' |
Transaction costs | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 1,886,002,000 | 1,886,002,000 | 1,756,049,000 | ' | ' | ' | 97,114,000 | ' | ' | ' | ' | ' | ' | ' | ' | 12,800,000 | ' | ' | ' | 20,173,000 | ' | ' |
Other non-current assets | ' | ' | ' | ' | ' | ' | 5,663,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill expected tax deductible amount | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 12,800,000 | ' | ' | ' | 0 | ' | ' |
Other intangible assets | ' | ' | ' | ' | ' | ' | 111,299,000 | ' | 82,420,000 | ' | 26,139,000 | ' | 1,820,000 | ' | 920,000 | 42,330,000 | 11,670,000 | 28,810,000 | 1,850,000 | 21,500,000 | 7,900,000 | 13,600,000 |
Weighted-Average Life (years) | ' | ' | ' | ' | ' | '8 years | ' | '8 years | ' | '10 years | ' | '5 years | ' | '7 years | ' | '11 years | '7 years | '12 years | '12 years | '8 years | '7 years | '9 years |
Net working capital | ' | ' | ' | ' | ' | ' | 17,074,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,232,000 | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' | ' | 8,458,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,210,000 | ' | ' |
Deferred income tax liabilities | ' | ' | ' | ' | ' | ' | -36,260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,967,000 | ' | ' |
Other long term liabilities | ' | ' | ' | ' | ' | ' | -22,539,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -867,000 | ' | ' |
Fair value of net assets acquired, excluding cash and cash equivalents | ' | ' | ' | ' | ' | ' | 180,809,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,281,000 | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | 919,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,304,000 | ' | ' |
Fair value of net assets acquired | ' | ' | ' | ' | ' | ' | 181,728,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,585,000 | ' | ' |
Net revenue | $47,700,000 | $92,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
Oct. 14, 2014 | |
Senior Notes [Member] | Senior Notes 5.625% Due 2024 [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt instrument, interest rate, stated percentage | 5.63% |
Loans Payable [Member] | Incremental Term Loan Facility [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt instrument, percentage of original issue price | 99.25% |
Loans Payable [Member] | Incremental Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt instrument, variable rate floor | 0.75% |
Debt instrument, basis spread on variable rate | 2.75% |
Schrader [Member] | ' |
Subsequent Event [Line Items] | ' |
Business combination, acquiree number of employees | 2,500 |
Schrader [Member] | ' |
Subsequent Event [Line Items] | ' |
Acquisition price | 1,000,000,000 |