Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jan. 15, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Sensata Technologies Holding N.V. | ||
Entity Central Index Key | 1477294 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 169,316,477 | ||
Entity Public Float | $7.70 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $211,329 | $317,896 |
Accounts receivable, net of allowances of $10,364 and $9,199 as of December 31, 2014 and 2013, respectively | 444,852 | 291,723 |
Inventories | 356,364 | 183,395 |
Deferred income tax assets | 15,301 | 20,975 |
Prepaid expenses and other current assets | 90,918 | 41,642 |
Total current assets | 1,118,764 | 855,631 |
Property, plant and equipment, at cost | 975,543 | 675,690 |
Accumulated depreciation | -386,059 | -331,033 |
Property, plant and equipment, net | 589,484 | 344,657 |
Goodwill | 2,424,795 | 1,756,049 |
Other intangible assets, net | 910,774 | 502,388 |
Deferred income tax assets | 16,750 | 10,623 |
Deferred financing costs | 29,102 | 19,132 |
Other assets | 26,940 | 10,344 |
Total assets | 5,116,609 | 3,498,824 |
Current liabilities: | ||
Current portion of long-term debt, capital lease and other financing obligations | 145,979 | 8,100 |
Accounts payable | 287,800 | 177,539 |
Income taxes payable | 7,516 | 5,785 |
Accrued expenses and other current liabilities | 222,781 | 123,239 |
Deferred income tax liabilities | 13,430 | 3,829 |
Total current liabilities | 677,506 | 318,492 |
Deferred income tax liabilities | 362,738 | 281,364 |
Pension and post-retirement benefit obligations | 35,799 | 19,508 |
Capital lease and other financing obligations, less current portion | 45,113 | 48,845 |
Long-term debt, net of discount, less current portion | 2,650,744 | 1,667,021 |
Other long-term liabilities | 41,817 | 22,006 |
Commitments and contingencies | ||
Total liabilities | 3,813,717 | 2,357,236 |
Shareholders’ equity: | ||
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued as of December 31, 2014 and 2013 | 2,289 | 2,289 |
Treasury shares, at cost, 9,120 and 6,462 shares as of December 31, 2014 and 2013, respectively | -365,272 | -236,346 |
Additional paid-in capital | 1,610,390 | 1,596,544 |
Retained earnings/(accumulated deficit) | 67,233 | -187,792 |
Accumulated other comprehensive loss | -11,748 | -33,107 |
Total shareholders’ equity | 1,302,892 | 1,141,588 |
Total liabilities and shareholders’ equity | $5,116,609 | $3,498,824 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Assets, Current [Abstract] | ||||
Allowance for Doubtful Accounts Receivable, Current | $10,364 | $9,199 | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Common Stock, Par or Stated Value Per Share (in euros per share) | € 0.01 | € 0.01 | ||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 178,437,000 | 178,437,000 | 178,437,000 | 178,437,000 |
Treasury Stock, Shares | 9,120,000 | 9,120,000 | 6,462,000 | 6,462,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Net revenue | $2,409,803 | $1,980,732 | $1,913,910 |
Operating costs and expenses: | |||
Cost of revenue | 1,567,334 | 1,256,249 | 1,257,547 |
Research and development | 82,178 | 57,950 | 52,072 |
Selling, general and administrative | 220,105 | 163,145 | 141,894 |
Amortization of intangible assets | 146,704 | 134,387 | 144,777 |
Restructuring and special charges | 21,893 | 5,520 | 40,152 |
Total operating costs and expenses | 2,038,214 | 1,617,251 | 1,636,442 |
Profit from operations | 371,589 | 363,481 | 277,468 |
Interest expense | -107,210 | -95,101 | -100,037 |
Interest income | 1,106 | 1,186 | 815 |
Other, net | -12,059 | -35,629 | -5,581 |
Income before taxes | 253,426 | 233,937 | 172,665 |
(Benefit from)/provision for income taxes | -30,323 | 45,812 | -4,816 |
Net income | $283,749 | $188,125 | $177,481 |
Basic net income per share: (in dollars per share) | $1.67 | $1.07 | $1 |
Diluted net income per share: (in dollars per share) | $1.65 | $1.05 | $0.98 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Net income | $283,749 | $188,125 | $177,481 |
Other comprehensive income/(loss), net of tax: | |||
Net unrealized gain/(loss) on derivative instruments designated and qualifying as cash flow hedges | 25,190 | -2,817 | -1,668 |
Defined benefit and retiree healthcare plans | -3,831 | 9,116 | -14,514 |
Other comprehensive income/(loss) | 21,359 | 6,299 | -16,182 |
Comprehensive income | $305,108 | $194,424 | $161,299 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $283,749 | $188,125 | $177,481 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 65,804 | 50,889 | 54,688 |
Amortization of deferred financing costs and original issue discounts | 5,118 | 4,307 | 5,108 |
Currency remeasurement (gain)/loss on debt | -771 | -457 | 433 |
Share-based compensation | 12,985 | 8,967 | 14,714 |
Loss on debt financing | 3,750 | 9,010 | 2,216 |
Amortization of inventory step-up to fair value | 5,576 | 0 | 23 |
Amortization of intangible assets | 146,704 | 134,387 | 144,777 |
Gain on disposition or write-down of assets, net | -578 | -303 | -214 |
Deferred income taxes | -59,156 | 25,711 | -26,611 |
Gains from insurance proceeds | -2,417 | -7,500 | -1,750 |
Unrealized loss on hedges and other non-cash items | 5,581 | 8,627 | 2,748 |
(Decrease)/increase from changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable, net | -26,287 | -33,436 | 6,858 |
Inventories | -77,473 | -7,336 | 22,091 |
Prepaid expenses and other current assets | 2,915 | 1,214 | 3,470 |
Accounts payable and accrued expenses | 19,189 | 23,902 | -13,877 |
Income taxes payable | 849 | -3,099 | 2,872 |
Other | -2,970 | -7,170 | 2,286 |
Net cash provided by operating activities | 382,568 | 395,838 | 397,313 |
Cash flows from investing activities: | |||
Acquisition of Schrader, net of cash received | -995,315 | 0 | 0 |
Other acquisitions, net of cash received | -298,423 | -15,470 | -13,346 |
Additions to property, plant and equipment and capitalized software | -144,211 | -82,784 | -54,786 |
Insurance proceeds | 2,417 | 8,900 | 0 |
Proceeds from sale of assets | 5,467 | 1,704 | 5,631 |
Net cash used in investing activities | -1,430,065 | -87,650 | -62,501 |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options and issuance of ordinary shares | 24,909 | 20,999 | 16,520 |
Proceeds from issuance of debt | 1,190,500 | 600,000 | 0 |
Payments on debt | -76,375 | -711,665 | -13,349 |
Repurchase of ordinary shares from SCA | -169,680 | -172,125 | 0 |
Payments to repurchase ordinary shares | -12,094 | -132,971 | -15,190 |
Payments of debt issuance cost | -16,330 | -8,069 | -1,381 |
Net cash provided by/(used in) financing activities | 940,930 | -403,831 | -13,400 |
Net change in cash and cash equivalents | -106,567 | -95,643 | 321,412 |
Cash and cash equivalents, beginning of year | 317,896 | 413,539 | 92,127 |
Cash and cash equivalents, end of year | 211,329 | 317,896 | 413,539 |
Supplemental cash flow items: | |||
Cash paid for interest | 87,774 | 84,714 | 91,733 |
Cash paid for income taxes | $41,126 | $33,557 | $14,153 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Shareholders' Equity (USD $) | Total | Ordinary Shares [Member] | Treasury Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings/(Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $1,044,951 | $2,264 | ($136) | $1,557,211 | ($491,164) | ($23,224) |
Balance (shares) at Dec. 31, 2011 | 176,467,000 | -12,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of ordinary shares for employee stock plans | 276 | 276 | ||||
Issuance of ordinary shares for employee stock plans (shares) | 8,000 | |||||
Repurchase of ordinary shares | -15,190 | -15,190 | ||||
Repurchase of ordinary shares (shares) | -500,000 | -511,000 | ||||
Stock options exercised | 16,244 | 24 | 3,903 | 15,002 | -2,685 | |
Stock options exercised (shares) | 1,948,000 | 1,807,000 | 142,000 | |||
Vesting of restricted securities | 0 | 1 | -1 | |||
Vesting of restricted securities (shares) | 110,000 | |||||
Share-based compensation | 14,714 | 14,714 | ||||
Net income | 177,481 | 177,481 | ||||
Other comprehensive income/(loss) | -16,182 | -16,182 | ||||
Balance at Dec. 31, 2012 | 1,222,294 | 2,289 | -11,423 | 1,587,202 | -316,368 | -39,406 |
Balance (shares) at Dec. 31, 2012 | 178,392,000 | -381,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of ordinary shares for employee stock plans | 232 | 233 | 0 | -1 | ||
Issuance of ordinary shares for employee stock plans (shares) | 0 | 7,000 | ||||
Repurchase of ordinary shares | -305,096 | -305,096 | ||||
Repurchase of ordinary shares (shares) | -8,600,000 | -8,582,000 | ||||
Stock options exercised | 20,767 | 0 | 77,911 | 375 | -57,519 | |
Stock options exercised (shares) | 2,474,000 | 43,000 | 2,432,000 | |||
Vesting of restricted securities | 0 | 0 | 2,029 | 0 | -2,029 | |
Vesting of restricted securities (shares) | 2,000 | 62,000 | ||||
Share-based compensation | 8,967 | 8,967 | ||||
Net income | 188,125 | 188,125 | ||||
Other comprehensive income/(loss) | 6,299 | 6,299 | ||||
Balance at Dec. 31, 2013 | 1,141,588 | 2,289 | -236,346 | 1,596,544 | -187,792 | -33,107 |
Balance (shares) at Dec. 31, 2013 | 178,437,000 | -6,462,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of ordinary shares for employee stock plans | 392 | 264 | 128 | |||
Issuance of ordinary shares for employee stock plans (shares) | 9,000 | |||||
Repurchase of ordinary shares | -181,774 | -181,774 | ||||
Repurchase of ordinary shares (shares) | -4,300,000 | -4,305,000 | ||||
Stock options exercised | 24,517 | 50,995 | 657 | -27,135 | ||
Stock options exercised (shares) | 1,589,000 | 1,589,000 | ||||
Vesting of restricted securities | 0 | 1,589 | 0 | -1,589 | ||
Vesting of restricted securities (shares) | 49,000 | |||||
Share-based compensation | 13,061 | 13,061 | ||||
Net income | 283,749 | 283,749 | ||||
Other comprehensive income/(loss) | 21,359 | 21,359 | ||||
Balance at Dec. 31, 2014 | $1,302,892 | $2,289 | ($365,272) | $1,610,390 | $67,233 | ($11,748) |
Balance (shares) at Dec. 31, 2014 | 178,437,000 | -9,120,000 |
Business_Description_and_Basis
Business Description and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation |
Description of Business | |
The accompanying consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding N.V. ("Sensata Technologies Holding") and its wholly-owned subsidiaries, collectively referred to as the “Company,” “Sensata,” “we,” “our,” or “us.” | |
Sensata Technologies Holding is incorporated under the laws of the Netherlands and conducts its operations through subsidiary companies that operate business and product development centers in the United States (the "U.S."), the Netherlands, Belgium, China, Germany, Japan, South Korea, and the United Kingdom (the "U.K."); and manufacturing operations in China, Malaysia, Mexico, the Dominican Republic, Bulgaria, Poland, France, Brazil, the U.K., and the U.S. We organize our operations into the Sensors and Controls businesses. | |
In the fourth quarter of 2014, we realigned our segments as a result of organizational changes to better allocate our resources to support our ongoing business strategy. Refer to Note 18, "Segment Reporting," for further discussion of this realignment. The discussion below, relating to our Sensors and Controls businesses, reflects this realignment. | |
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) and heavy on- and off-road vehicles ("HVOR"). 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, and sensor products used in industrial applications such as heating, ventilation, and air conditioning ("HVAC") systems. These products include motor and compressor protectors, circuit breakers, semiconductor burn-in test sockets, electronic HVAC sensors and 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, and help optimize performance by using sensors which provide feedback to control systems. The Controls business also manufactures direct current ("DC") to alternating current ("AC") power inverters, which enable the operation of electronic equipment when grid power is not available. | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity. | |
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. | |
Certain reclassifications have been made to prior periods to conform to current period presentation. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Significant Accounting Policies | Significant Accounting Policies | |||||||||||
Use of Estimates | ||||||||||||
The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise our judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. | ||||||||||||
Estimates are used when accounting for certain items such as allowances for doubtful accounts and sales returns, depreciation and amortization, inventory obsolescence, asset impairments (including goodwill and other intangible assets), contingencies, the value of share-based compensation, the determination of accrued expenses, certain asset valuations including deferred tax asset valuations, the useful lives of property and equipment, post-retirement obligations, and the accounting for business combinations. The accounting estimates used in the preparation of the consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and/or as the operating environment changes. Actual results could differ from those estimates. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. | ||||||||||||
Revenue Recognition | ||||||||||||
We recognize revenue in accordance with Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition. Revenue and related cost of revenue from product sales are recognized when the significant risks and rewards of ownership have been transferred, title to the product and risk of loss transfers to our customers, and collection of sales proceeds is reasonably assured. Based on the above criteria, revenue is generally recognized when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement. Product sales are recorded net of trade discounts (including volume and early payment incentives), sales returns, value-added tax, and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our revenue and have been within our estimates. | ||||||||||||
Many of our products are designed and engineered to meet customer specifications. These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to customers. Customer arrangements do not involve post-installation or post-sale testing and acceptance. | ||||||||||||
Share-Based Compensation | ||||||||||||
ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), requires that a company measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted stock units, and recognize as compensation expense that fair value over the requisite service period. | ||||||||||||
We estimate the fair value of options on the date of grant using the Black-Scholes-Merton option-pricing model. Key assumptions used in estimating the grant-date fair value of these options are as follows: the fair value of the ordinary shares, expected term, expected volatility, risk-free interest rate, and expected dividend yield. | ||||||||||||
We use the closing price of our ordinary shares on the New York Stock Exchange on the date of the grant as the fair value of ordinary shares in the Black-Scholes-Merton option-pricing model. | ||||||||||||
The expected term, which is a key factor in measuring the fair value and related compensation cost of share-based payments, has historically been based on the “simplified” methodology originally prescribed by Staff Accounting Bulletin (“SAB”) No. 107, in which the expected term is determined by computing the mathematical mean of the average vesting period and the contractual life of the options. While the widespread use of the simplified method under SAB No. 107 expired on December 31, 2007, the U.S. Securities and Exchange Commission (the "SEC") issued SAB No. 110 in December 2007, which allowed the simplified method to continue to be used in certain circumstances. These circumstances include when a company does not have sufficient historical data surrounding option exercises to provide a reasonable basis upon which to estimate expected term and during periods prior to its equity shares being publicly traded. | ||||||||||||
We utilized the simplified method for options granted during 2013 and 2012 due to the lack of historical exercise data necessary to provide a reasonable basis upon which to estimate the expected term. During 2014, rather than using the simplified method, we benchmarked the terms of our options granted against those of publicly-traded companies within our industry in order to estimate our expected term. | ||||||||||||
Also, because of our lack of history as a public company during 2013 and 2012, we considered the historical and implied volatilities of publicly-traded companies within our industry when selecting the appropriate volatility to apply to the options granted in those years. Implied volatility provides a forward-looking indication and may offer insight into expected industry volatility. During 2014, with additional historical data available, we considered our own historical volatility, as well as the historical and implied volatilities of publicly-traded companies within our industry, in estimating expected volatility for options granted in 2014. | ||||||||||||
The risk-free interest rate is based on the yield for a U.S. Treasury security having a maturity similar to the expected term of the related option grant. | ||||||||||||
The dividend yield is based on our judgment with input from our Board of Directors. | ||||||||||||
Restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange on the date of the grant. Certain of our restricted securities include performance conditions that require us to estimate the probable outcome of the performance condition. This assessment is based on management's judgment using internally developed forecasts and is assessed at each reporting period. Compensation cost is recorded if it is probable that the performance condition will be achieved. | ||||||||||||
Under the fair value recognition provisions of ASC 718, we recognize share-based compensation net of estimated forfeitures and, therefore, only recognize compensation cost for those awards expected to vest over the requisite service period. The forfeiture rate is based on our estimate of forfeitures by plan participants based on historical forfeiture rates. Compensation expense recognized for each award ultimately reflects the number of awards that actually vest. | ||||||||||||
Share-based compensation expense is generally recognized as a component of Selling, general and administrative (“SG&A”) expense, which is consistent with where the related employee costs are recorded. Refer to further discussion of share-based payments in Note 11, "Share-Based Payment Plans." | ||||||||||||
Financial Instruments | ||||||||||||
Derivative financial instruments: We maintain derivative financial instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer. | ||||||||||||
We account for our derivative financial instruments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) and with ASC Topic 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, we record all derivatives on the balance sheet at fair value. The accounting for the change in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative as a hedging instrument for accounting purposes, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In addition, ASC 815 provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. We do not use derivative financial instruments for trading or speculation purposes. | ||||||||||||
We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We enter into forward contracts for certain foreign currencies, including the Euro, Japanese yen, Mexican peso, Chinese renminbi, Korean won, Malaysian ringgit, and British pound sterling. The fair value of foreign currency forward contracts is 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 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 16, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Foreign Currency Risk.” | ||||||||||||
We enter into forward contracts for certain commodities, including silver, gold, platinum, palladium, copper, aluminum, nickel, and zinc 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. The fair value of our commodity forward contracts is 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. These contracts have not been designated as accounting hedges. We recognize changes in the fair value of these contracts in the consolidated statements of operations, in accordance with ASC 815. 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 16, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Commodity Risk.” | ||||||||||||
We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. | ||||||||||||
We report cash flows arising from our derivative financial instruments consistent with the classification of cash flows from the underlying hedged items. | ||||||||||||
Refer to further discussion on derivative instruments in Note 16, "Derivative Instruments and Hedging Activities." | ||||||||||||
Trade accounts receivable: Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers. Our largest customer accounted for approximately 7% of our Net revenue for the year ended December 31, 2014. | ||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||
Businesses acquired in purchase transactions are recorded at their fair value on the date of acquisition, with the excess of the purchase price over the fair value of assets acquired and liabilities assumed recognized as goodwill. In accordance with ASC Topic 350, Intangibles—Goodwill and Other ("ASC 350"), goodwill and intangible assets determined to have an indefinite useful life are not amortized. Instead these assets are evaluated for impairment on an annual basis, and whenever events or business conditions change that could more likely than not reduce the fair value of a reporting unit below its net book value. We evaluate goodwill and indefinite-lived intangible assets for impairment in the fourth quarter of each fiscal year, unless events occur which trigger the need for earlier impairment review. | ||||||||||||
On October 1, 2014, we had four reporting units: Sensors, Electrical Protection, Power Management, and Interconnection. As discussed in Note 18, “Segment Reporting,” in the fourth quarter of 2014 we realigned our operating segments to move the portion of the Sensors segment that has historically served the HVAC and industrial end-markets (the industrial sensing product line) to the Controls segment. As a result, a new reporting unit, Industrial Sensing, was created subsequent to October 1, 2014. | ||||||||||||
We establish our reporting units based on the definitions and guidance provided in ASC 350, which includes an analysis of the components that comprise each of our operating segments. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. As businesses are acquired, we assign them to an existing reporting unit or create a new reporting unit. Goodwill is assigned to reporting units as of the date of the related acquisition. All acquisitions in fiscal year 2014 were assigned to existing reporting units. If goodwill is assigned to more than one reporting unit, we utilize an allocation methodology that is consistent with the manner in which the amount of goodwill in a business combination is determined. | ||||||||||||
Goodwill: Our judgments regarding the existence of impairment indicators are based on several factors, including the performance of the end-markets served by our customers, as well as the actual financial performance of our reporting units and their respective financial forecasts over the long-term. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its net book value. If we elect to not use this option or we determine, using the qualitative method, that it is more likely than not that the fair value of a reporting unit is less than its net book value, then we perform the two-step impairment test. In the first step of the goodwill impairment test, we estimate the fair value of reporting units using discounted cash flow models based on our most recent long-range plans and an estimated weighted-average cost of capital appropriate for each reporting unit, giving consideration to valuation multiples (e.g., Invested Capital/EBITDA) for peer companies. We then compare the estimated fair value of each reporting unit to its net book value, including goodwill. | ||||||||||||
If the net book value of a reporting unit exceeds its estimated fair value, we conduct a second step in which we calculate the implied fair value of goodwill. If the carrying value of the reporting unit’s goodwill exceeds the calculated implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that reporting unit (including any unrecognized intangible assets) based on their fair values as if the reporting unit had been acquired in a business combination at the date of assessment, and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The excess of the fair value of the reporting unit over the sum of the fair values of each component of the reporting unit is the implied fair value of goodwill. | ||||||||||||
Intangible assets: Identified definite-lived intangible assets are amortized over the useful life of the asset, using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are consumed over its estimated useful life. If that pattern cannot be reliably determined, then we amortize the intangible asset using the straight-line method. Capitalized software is amortized on a straight-line basis over its estimated useful life. Capitalized software licenses are amortized on a straight-line basis over the lesser of the term of the license, or the useful life of the software. | ||||||||||||
Impairment of definite-lived intangible assets: Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our definite-lived intangible assets to be held and used are impaired. The recoverability of these assets is assessed by comparing the projected undiscounted net cash flows associated with these assets to their respective carrying values. If the sum of the projected undiscounted net cash flows falls below the carrying value of the assets, the impairment charge is based on the excess of the carrying value over the fair value of those assets. We determine fair value by using the appropriate income approach valuation methodology, depending on the nature of the intangible asset. | ||||||||||||
Impairment of indefinite-lived intangible assets: We perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we elect to not use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment review that requires us to make assumptions about future conditions impacting the value of the indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, royalty rates, market share, and other items. Impairment, if any, is based on the excess of the carrying value over the fair value of these assets. We determine fair value by using the appropriate income approach valuation methodology. | ||||||||||||
Deferred Financing Costs and Original Issue Discounts | ||||||||||||
Expenses associated with the issuance of debt instruments are capitalized and amortized over the term of the respective financing arrangement using the effective interest method (periods ranging from 2 to 10 years). Amortization of these costs is included as a component of Interest expense in the consolidated statements of operations. | ||||||||||||
In accordance with ASC Subtopic 470-50, Modifications and Extinguishments ("ASC 470-50"), we analyze refinancing transactions to assess whether terms are substantially different in order to determine whether to account for the refinancing as an extinguishment or a modification. Our evaluation of the accounting under ASC 470-50 is done on a creditor by creditor basis. Our accounting for refinancing transactions is described in more detail in Note 8, "Debt." | ||||||||||||
Income Taxes | ||||||||||||
We provide for income taxes utilizing the asset and liability method. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date. | ||||||||||||
In accordance with ASC Topic 740, Income Taxes ("ASC 740"), penalties and interest related to unrecognized tax benefits may be classified as either income taxes or another expense line item in the consolidated statements of operations. We classify interest and penalties related to unrecognized tax benefits within our Provision for/(benefit from) income taxes line of our consolidated statements of operations. | ||||||||||||
Pension and Other Post-Retirement Benefit Plans | ||||||||||||
We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries. The estimates of the obligations and related expense of these plans recorded in the financial statements are based on certain assumptions. The most significant assumptions relate to discount rate, expected return on plan assets, and rate of increase in healthcare costs. Other assumptions used include employee demographic factors such as compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these assumptions annually. Our review of demographic assumptions includes analyzing historical patterns and/or referencing industry standard tables, combined with our expectations around future compensation and staffing strategies. The difference between these assumptions and our actual experience results in the recognition of an actuarial gain or loss. Actuarial gains and losses are recorded directly to Accumulated other comprehensive loss. If the total net actuarial gain or loss included in Accumulated other comprehensive loss exceeds a threshold of 10% of the greater of the projected benefit obligation or the market related value of plan assets, it is subject to amortization and recorded as a component of net periodic pension cost over the average remaining service lives of the employees participating in the pension or post-retirement benefit plan. | ||||||||||||
The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants. It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements. In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effect of call provisions and differences in the timing and amounts of cash outflows related to the bonds. In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates. | ||||||||||||
To determine the expected return on plan assets, we consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds. | ||||||||||||
The rate of increase of healthcare costs directly impacts the estimate of our future obligations in connection with our post-retirement medical benefits. Our estimate of healthcare cost trends is based on historical increases in healthcare costs under similarly designed plans, the level of increase in healthcare costs expected in the future, and the design features of the underlying plan. | ||||||||||||
We have adopted use of the Retirement Plan ("RP") 2014 mortality tables with the Mortality Projection ("MP") scale as issued by the Society of Actuaries in 2014 for our U.S. defined benefit plans. The RP 2014 mortality tables represent the new standard for defined benefit mortality assumptions due to longer life expectancies. The MP projection scale is used to factor in projected mortality improvements over time, based on age and date of birth (i.e., two-dimension generational). | ||||||||||||
Allowance for Losses on Receivables | ||||||||||||
The allowance for losses on receivables is used to provide for potential impairment of receivables. The allowance represents an estimate of probable but unconfirmed losses in the receivable portfolio. We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience. Customers are generally not required to provide collateral for purchases. The allowance for losses on receivables also includes an allowance for sales returns. | ||||||||||||
Management judgments are used to determine when to charge off uncollectible trade accounts receivable. We base these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability to pay. | ||||||||||||
Losses on receivables have not historically been significant. | ||||||||||||
Inventories | ||||||||||||
Inventories are stated at the lower of cost or estimated net realizable value. Cost for raw materials, work-in-process, and finished goods is determined based on a first-in, first-out basis ("FIFO") and includes material, labor, and applicable manufacturing overhead, as well as transportation and handling costs. We conduct quarterly inventory reviews for salability and obsolescence, and inventory considered unlikely to be sold is adjusted to net realizable value. | ||||||||||||
Property, Plant and Equipment and Other Capitalized Costs | ||||||||||||
Property, plant and equipment (“PP&E”) are stated at cost, and in the case of plant and equipment, are depreciated on a straight-line basis over their estimated economic useful lives. In general, depreciable lives of plant and equipment are as follows: | ||||||||||||
Buildings and improvements | 2 – 40 years | |||||||||||
Machinery and equipment | 2 – 10 years | |||||||||||
Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated economic useful lives of the improvements. Assets held under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization expense associated with capital leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease, unless ownership is transferred by the end of the lease or there is a bargain purchase option, in which case the asset is amortized, normally on a straight-line basis, over the useful life that would be assigned if the asset were owned. Amortization expense associated with capital leases is included within depreciation expense. | ||||||||||||
Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. | ||||||||||||
Foreign Currency | ||||||||||||
For financial reporting purposes, the functional currency of all of our subsidiaries is the U.S. dollar because of the significant influence of the U.S. dollar on our operations. In certain instances, we enter into transactions that are denominated in a currency other than the U.S. dollar. At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in U.S. dollars using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the U.S. dollar are adjusted to the U.S. dollar using the current exchange rate, with gains or losses recorded in Other, net in the consolidated statements of operations. | ||||||||||||
Other, net | ||||||||||||
Other, net for the years ended December 31, 2014, 2013, and 2012 consisted of the following: | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Currency remeasurement gain/(loss) on debt | $ | 771 | $ | 457 | $ | (433 | ) | |||||
Currency remeasurement (loss)/gain on net monetary assets | (7,683 | ) | 402 | (2,036 | ) | |||||||
Loss on debt financing | (1,875 | ) | (9,010 | ) | (2,216 | ) | ||||||
Loss on commodity forward contracts | (9,017 | ) | (23,218 | ) | (436 | ) | ||||||
Gain/(loss) on foreign currency forward contracts | 5,469 | (3,290 | ) | (607 | ) | |||||||
Loss on interest rate cap | — | (1,097 | ) | — | ||||||||
Other | 276 | 127 | 147 | |||||||||
Total Other, net | $ | (12,059 | ) | $ | (35,629 | ) | $ | (5,581 | ) | |||
Recently issued accounting standards to be adopted in a future period: | ||||||||||||
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. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||||||
PP&E as of December 31, 2014 and 2013 consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 22,405 | $ | 10,969 | |||||
Buildings and improvements | 190,646 | 152,304 | |||||||
Machinery and equipment | 762,492 | 512,417 | |||||||
975,543 | 675,690 | ||||||||
Accumulated depreciation | (386,059 | ) | (331,033 | ) | |||||
Total | $ | 589,484 | $ | 344,657 | |||||
Depreciation expense for PP&E, including amortization of assets under capital leases, totaled $65.8 million, $50.9 million, and $54.7 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
PP&E is identified as held for sale when it meets the held for sale criteria of ASC Topic 360, Property, Plant, and Equipment ("ASC 360"). We cease recording depreciation on assets that are classified as held for sale. When an asset meets the held for sale criteria, its carrying value is reclassified out of PP&E and into Prepaid expenses and other current assets, where it remains until either it is sold or it no longer meets the held for sale criteria. In the year that an asset meets the held for sale criteria, its carrying value as of the end of the prior year is reclassified from PP&E to Other assets. As of December 31, 2014, we did not have any PP&E held for sale. | |||||||||
The fair value of assets held for sale is considered to be a Level 3 fair value measurement, and is determined based on the use of appraisals, input from market participants, our experience selling similar assets, and/or internally developed cash flow models. | |||||||||
In 2013, in an effort to move to space more suited for our business needs, we decided to pursue the sale of our facility in Oyama, Japan, which was utilized in both our Sensors and Controls segments. We determined that this facility met the held for sale criteria as specified in ASC 360. No write-down was recorded upon this designation, as we determined that the fair value of the facility, less costs to sell, was greater than its then carrying value of $4.8 million. This carrying value was reclassified from PP&E to Prepaid expenses and other current assets as of December 31, 2013. In the second quarter of 2014, we completed the sale of our Oyama, facility for $5.6 million. The gain on this sale was recorded within the Cost of revenue line of our consolidated statement of operations. | |||||||||
In 2012, in an effort to move to space more suited for our business needs, we decided to pursue the sale of our facility in Almelo, the Netherlands, which is utilized in both our Sensors and Controls segments. We determined that this facility met the held for sale criteria as specified in ASC 360, and, accordingly, we measured the facility at the lower of its then carrying value or fair value less costs to sell, which was determined to be approximately $3.5 million as of December 31, 2012. This resulted in the recognition of a write-down of approximately $3.8 million during the three months ended December 31, 2012. This charge was recorded within the Cost of revenue line of our consolidated statements of operations. In 2014, we decided to construct a new building to replace this facility. We intend to use our existing facility in Almelo, the Netherlands until construction of the new facility is completed. Therefore, we determined that the facility did not meet all the held for sale criteria in ASC 360, and as of December 31, 2014, the carrying value of the asset was classified as PP&E. | |||||||||
PP&E as of December 31, 2014 and 2013 included the following assets under capital leases: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
PP&E recognized under capital leases | $ | 39,397 | $ | 39,397 | |||||
Accumulated amortization | (14,263 | ) | (13,237 | ) | |||||
Net PP&E recognized under capital leases | $ | 25,134 | $ | 26,160 | |||||
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
The components of inventories as of December 31, 2014 and 2013 were as follows: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 127,407 | $ | 82,350 | ||||
Work-in-process | 69,218 | 32,790 | ||||||
Raw materials | 159,739 | 68,255 | ||||||
Total | $ | 356,364 | $ | 183,395 | ||||
As of December 31, 2014 and 2013, inventories totaling $11.1 million and $8.1 million, respectively, had been consigned to customers. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||||||||||||||||||||||||||
The following table outlines the changes in goodwill, by segment: | ||||||||||||||||||||||||||||||||||||
Sensors | Controls | Total | ||||||||||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||||||||||
Goodwill | Impairment | Goodwill | Goodwill | Impairment | Goodwill | Goodwill | Impairment | Goodwill | ||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 1,336,981 | $ | — | $ | 1,336,981 | $ | 435,592 | $ | (18,466 | ) | $ | 417,126 | $ | 1,772,573 | $ | (18,466 | ) | $ | 1,754,107 | ||||||||||||||||
Other acquisitions - purchase accounting adjustment | — | — | — | 278 | — | 278 | 278 | — | 278 | |||||||||||||||||||||||||||
Other acquisitions | 1,664 | — | 1,664 | — | — | — | 1,664 | — | 1,664 | |||||||||||||||||||||||||||
Balance at December 31, 2013 | 1,338,645 | — | 1,338,645 | 435,870 | (18,466 | ) | 417,404 | 1,774,515 | (18,466 | ) | 1,756,049 | |||||||||||||||||||||||||
Wabash acquisition | 18,807 | — | 18,807 | — | — | — | 18,807 | — | 18,807 | |||||||||||||||||||||||||||
Magnum acquisition | — | — | — | 12,768 | — | 12,768 | 12,768 | — | 12,768 | |||||||||||||||||||||||||||
DeltaTech acquisition | 99,254 | — | 99,254 | — | — | — | 99,254 | — | 99,254 | |||||||||||||||||||||||||||
Schrader acquisition | 538,019 | — | 538,019 | — | — | — | 538,019 | — | 538,019 | |||||||||||||||||||||||||||
Other acquisitions - purchase accounting adjustment | (102 | ) | — | (102 | ) | — | — | — | (102 | ) | — | (102 | ) | |||||||||||||||||||||||
Balance at December 31, 2014 | $ | 1,994,623 | $ | — | $ | 1,994,623 | $ | 448,638 | $ | (18,466 | ) | $ | 430,172 | $ | 2,443,261 | $ | (18,466 | ) | $ | 2,424,795 | ||||||||||||||||
Goodwill attributed to acquisitions reflects our allocation of purchase price to the estimated fair value of certain assets acquired and liabilities assumed. The purchase accounting adjustments above generally reflect revisions in fair value estimates of acquired tangible and intangible assets. | ||||||||||||||||||||||||||||||||||||
In the fourth quarter of 2014, we realigned our segments as a result of organizational changes to better allocate our resources to support our ongoing business strategy. Refer to Note 18, "Segment Reporting," for further discussion of this realignment. The table above has been recast to reflect this realignment. | ||||||||||||||||||||||||||||||||||||
We have evaluated our goodwill for impairment as of October 1, 2014 using the qualitative method, and have determined that it was more likely than not that the fair values of our reporting units exceeded their carrying values on that date. We have evaluated our indefinite-lived intangible assets (i.e. other than goodwill) for impairment as of October 1, 2014 using the quantitative method, and have determined that the fair values of these indefinite-lived intangible assets exceeded their carrying values on that date. Should certain assumptions change that were used in the qualitative analysis of goodwill, or in the development of the fair value of our indefinite-lived intangible assets, we may be required to recognize goodwill or intangible asset impairments. | ||||||||||||||||||||||||||||||||||||
The following table outlines the components of definite-lived intangible assets, excluding goodwill, as of December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||||||
Weighted- | December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||||||||||||
Life (Years) | Gross | Accumulated | Accumulated | Net | Gross | Accumulated | Accumulated | Net | ||||||||||||||||||||||||||||
Carrying | Amortization | Impairment | Carrying | Carrying | Amortization | Impairment | Carrying | |||||||||||||||||||||||||||||
Amount | Value | Amount | Value | |||||||||||||||||||||||||||||||||
Completed technologies | 14 | $ | 541,708 | $ | (242,506 | ) | $ | (2,430 | ) | $ | 296,772 | $ | 373,159 | $ | (203,320 | ) | $ | (2,430 | ) | $ | 167,409 | |||||||||||||||
Customer relationships | 11 | 1,460,088 | (943,375 | ) | (12,144 | ) | 504,569 | 1,098,098 | (840,143 | ) | (12,144 | ) | 245,811 | |||||||||||||||||||||||
Non-compete agreements | 8 | 23,400 | (23,400 | ) | — | — | 23,400 | (23,400 | ) | — | — | |||||||||||||||||||||||||
Tradenames | 9 | 8,854 | (4,259 | ) | — | 4,595 | 5,184 | (3,073 | ) | — | 2,111 | |||||||||||||||||||||||||
Capitalized software | 7 | 49,127 | (12,759 | ) | — | 36,368 | 28,246 | (9,659 | ) | — | 18,587 | |||||||||||||||||||||||||
Total | 11 | $ | 2,083,177 | $ | (1,226,299 | ) | $ | (14,574 | ) | $ | 842,304 | $ | 1,528,087 | $ | (1,079,595 | ) | $ | (14,574 | ) | $ | 433,918 | |||||||||||||||
The following table outlines Amortization of intangible assets for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||||
Acquisition-related definite-lived intangible assets | $ | 143,604 | $ | 132,984 | $ | 142,983 | ||||||||||||||||||||||||||||||
Capitalized software | 3,100 | 1,403 | 1,794 | |||||||||||||||||||||||||||||||||
Total Amortization of intangible assets | $ | 146,704 | $ | 134,387 | $ | 144,777 | ||||||||||||||||||||||||||||||
The table below presents estimated Amortization of intangible assets for the following future periods: | ||||||||||||||||||||||||||||||||||||
2015 | $ | 177,458 | ||||||||||||||||||||||||||||||||||
2016 | $ | 149,433 | ||||||||||||||||||||||||||||||||||
2017 | $ | 111,474 | ||||||||||||||||||||||||||||||||||
2018 | $ | 90,382 | ||||||||||||||||||||||||||||||||||
2019 | $ | 83,301 | ||||||||||||||||||||||||||||||||||
In addition to the above, we own the Klixon® and Airpax® tradenames, which are indefinite-lived intangible assets, as they have each been in continuous use for over 65 years, and we have no plans to discontinue using them. We have recorded on the consolidated balance sheets $59.1 million and $9.4 million, respectively, related to these tradenames. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisitions | Acquisitions | ||||||||
The following discussion relates to our acquisitions during the year ended December 31, 2014. Refer to Note 5, "Goodwill and Other Intangible Assets," for further discussion of our consolidated Goodwill and Other intangible assets, net balances. | |||||||||
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 $1,004.7 million. Schrader is a global manufacturer of sensing and valve solutions for automotive manufacturers, including tire pressure monitoring sensors ("TPMS"), and is being integrated into our Sensors segment. We acquired Schrader to add TPMS and additional low pressure sensing capabilities to our current product portfolio. | |||||||||
Net revenue and Income/(loss) before taxes of Schrader included in our consolidated statement of operations for the year ended December 31, 2014 were $133.3 million and $(3.6) million, respectively. The Income/(loss) before taxes does not include interest expense recorded related to the indebtedness incurred in order to finance the acquisition of Schrader, and also does not include approximately $12.5 million in transaction costs recorded in connection with this acquisition, which are included within SG&A expense in our consolidated statement of operations. | |||||||||
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | |||||||||
Accounts receivable | $ | 96,811 | |||||||
Inventories | 72,153 | ||||||||
Prepaid expenses and other current assets | 17,545 | ||||||||
Property, plant and equipment | 149,646 | ||||||||
Other intangible assets | 363,000 | ||||||||
Goodwill | 538,019 | ||||||||
Other assets | 5,489 | ||||||||
Accounts payable | (66,461 | ) | |||||||
Accrued expenses and other current liabilities | (69,504 | ) | |||||||
Deferred income tax liabilities | (95,138 | ) | |||||||
Other long term liabilities | (15,287 | ) | |||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 996,273 | ||||||||
Cash and cash equivalents | 8,420 | ||||||||
Fair value of net assets acquired | $ | 1,004,693 | |||||||
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 $538.0 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 Lives (years) | ||||||||
Acquired definite-lived intangible assets: | |||||||||
Completed technologies | $ | 100,000 | 10 | ||||||
Customer relationships | 260,000 | 10 | |||||||
Computer software | 3,000 | 3 | |||||||
$ | 363,000 | 10 | |||||||
The definite-lived intangible assets were valued using the income approach. We used the relief-from-royalty method to value completed technologies. 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, 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. | |||||||||
Refer to Note 14, "Commitments and Contingencies," for discussion of pre-acquisition contingencies assumed as a result of this acquisition. | |||||||||
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 ("DeltaTech"), from CoActive Holdings, LLC for an aggregate purchase price of $177.8 million. DeltaTech 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. We acquired DeltaTech to expand our magnetic speed and position sensing business with new and existing customers in the HVOR market. | |||||||||
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 | $ | 12,974 | |||||||
Property, plant and equipment | 8,421 | ||||||||
Other intangible assets | 111,277 | ||||||||
Goodwill | 99,254 | ||||||||
Other noncurrent assets | 5,663 | ||||||||
Deferred income tax liabilities | (39,424 | ) | |||||||
Other long term liabilities | (21,237 | ) | |||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 176,928 | ||||||||
Cash and cash equivalents | 919 | ||||||||
Fair value of net assets acquired | $ | 177,847 | |||||||
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 $99.3 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 Lives (years) | ||||||||
Acquired definite-lived intangible assets: | |||||||||
Customer relationships | $ | 82,420 | 8 | ||||||
Completed technologies | 26,139 | 10 | |||||||
Tradenames | 1,820 | 5 | |||||||
Computer software | 898 | 7 | |||||||
$ | 111,277 | 8 | |||||||
The definite-lived intangible assets were valued using the income approach. We used the relief-from-royalty method to value completed technologies and tradename 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 tradename 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 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 Incorporated ("Magnum Energy" or "Magnum") for $60.6 million in cash. Magnum is a supplier of pure sine, low-frequency inverters and inverter/chargers based in Everett, Washington. Magnum products are used in recreational vehicles and the solar/off-grid applications market. Magnum is being integrated into our Controls segment. We acquired Magnum to complement our existing inverter business. | |||||||||
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, 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 Lives (years) | ||||||||
Acquired definite-lived intangible assets: | |||||||||
Completed technologies | $ | 28,810 | 12 | ||||||
Customer relationships | 11,670 | 7 | |||||||
Tradename | 1,850 | 12 | |||||||
$ | 42,330 | 11 | |||||||
The completed technologies and tradename 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 tradename, 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 Worldwide Holding Corp. ("Wabash Technologies" or "Wabash") from an affiliate of Sun Capital Partners, Inc. for $59.6 million in cash. Wabash develops, manufactures, and sells a broad range of custom-designed sensors and has operations in the U.S., Mexico, and the U.K. We acquired Wabash in order to complement our existing magnetic speed and position sensor 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 is being integrated into our Sensors segment. | |||||||||
The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | |||||||||
Net working capital | $ | 8,289 | |||||||
Property, plant and equipment | 17,210 | ||||||||
Other intangible assets | 21,500 | ||||||||
Goodwill | 18,807 | ||||||||
Deferred income tax liabilities | (6,658 | ) | |||||||
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 was based on management’s judgments after evaluating several factors, including valuation assessments of tangible and intangible assets, and estimates of the fair value of liabilities assumed. The goodwill of $18.8 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 Lives (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, Magnum, and Wabash included in our consolidated statements of operations for the year ended December 31, 2014 was $148.5 million. Net income for DeltaTech, Magnum, and Wabash included in our consolidated statements of operations for the year ended December 31, 2014 was not material to our consolidated results. | |||||||||
Pro Forma Results | |||||||||
Had the DeltaTech, Magnum, and Wabash acquisitions closed at the beginning of 2013, Net revenue and Net income would not have been materially different from the amounts reported for the years ended December 31, 2014 and December 31, 2013. | |||||||||
The following unaudited table presents the pro forma net revenue and earnings for the following periods of the combined entity had we acquired Schrader on January 1, 2013: | |||||||||
Unaudited | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Pro forma net revenue | $ | 2,849,547 | $ | 2,436,159 | |||||
Pro forma net income | $ | 264,907 | $ | 117,885 | |||||
Pro forma net income for the year ended December 31, 2013 includes nonrecurring adjustments of $3.8 million related to the amortization of the step-up adjustment to record inventory at fair value and $9.0 million and $3.8 million of transaction costs and financing costs, respectively, incurred as a result of the acquisition. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued expenses and other current liabilities [Abstract] | ||||||||
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities | |||||||
Accrued expenses and other current liabilities as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued compensation and benefits | $ | 63,066 | $ | 39,331 | ||||
Foreign currency and commodity forward contracts | 18,037 | 21,471 | ||||||
Accrued interest | 22,587 | 12,634 | ||||||
Accrued freight, utility, and insurance | 14,717 | 9,812 | ||||||
Value-added taxes | 6,489 | 2,863 | ||||||
Accrued taxes | 10,819 | 6,640 | ||||||
Accrued professional fees | 10,301 | 5,577 | ||||||
Accrued restructuring and severance | 14,046 | 3,373 | ||||||
Deferred income | 15,089 | 663 | ||||||
Current portion of pension and post-retirement benefit obligations | 2,360 | 1,717 | ||||||
Other accrued expenses and current liabilities | 45,270 | 19,158 | ||||||
Total | $ | 222,781 | $ | 123,239 | ||||
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Our debt as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Original Term Loan | $ | 469,308 | $ | 474,062 | ||||
Incremental Term Loan | 598,500 | — | ||||||
6.5% Senior Notes | 700,000 | 700,000 | ||||||
4.875% Senior Notes | 500,000 | 500,000 | ||||||
5.625% Senior Notes | 400,000 | — | ||||||
Revolving Credit Facility | 130,000 | — | ||||||
Other debt | 2,153 | — | ||||||
Less: discount | (6,312 | ) | (2,289 | ) | ||||
Less: current portion | (142,905 | ) | (4,752 | ) | ||||
Long-term debt, net of discount, less current portion | $ | 2,650,744 | $ | 1,667,021 | ||||
Capital lease and other financing obligations | $ | 48,187 | $ | 52,193 | ||||
Less: current portion | (3,074 | ) | (3,348 | ) | ||||
Capital lease and other financing obligations, less current portion | $ | 45,113 | $ | 48,845 | ||||
In May 2011, we completed a series of transactions designed to refinance our then existing indebtedness. The transactions included the issuance and sale of $700.0 million in aggregate principal amount of 6.5% senior notes due 2019 (the "6.5% Senior Notes") and the execution of a credit agreement (the "Credit Agreement") providing for senior secured credit facilities (the "Senior Secured Credit Facilities"), consisting of a $1,100.0 million term loan (the "Original Term Loan"), which was offered at an original issue price of 99.5%, and a $250.0 million revolving credit facility (the "Revolving Credit Facility"), of which up to $235.0 million may be borrowed as Euro revolver borrowings. | ||||||||
In April 2013, we completed the issuance and sale of $500.0 million in aggregate principal amount of 4.875% senior notes due 2023 (the "4.875% Senior Notes"). We used the proceeds from the issuance and sale of these notes, together with cash on hand, to (1) repay $700.0 million of the Original Term Loan, (2) pay all accrued interest on such indebtedness, and (3) pay all fees and expenses in connection with the issuance and sale of the 4.875% Senior Notes. | ||||||||
In August 2014, we acquired DeltaTech for $177.8 million. Refer to Note 6, "Acquisitions," for further discussion of this acquisition. We borrowed $160.0 million on the Revolving Credit Facility to fund a portion of the purchase price of this acquisition. The remaining balance on the Revolving Credit Facility as of December 31, 2014 was $130.0 million. The weighted-average interest rate on the Revolving Credit Facility for the year ended December 31, 2014 was 2.41%. | ||||||||
In October 2014, we completed a series of financing transactions (the "Transactions") in order to fund the acquisition of Schrader. The Transactions included the issuance and sale of $400.0 million in aggregate principal amount of 5.625% senior notes due 2024 (the "5.625% Senior Notes") and the entry into the third amendment to the Credit Agreement that provides for a $600.0 million incremental term loan (the "Incremental Term Loan," and together with the Original Term Loan, the "Term Loans"), 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, together with cash on hand, were used to (1) fund the acquisition of Schrader, (2) permanently repay all outstanding indebtedness under Schrader's existing credit facilities, and (3) pay all related fees and expenses in connection with the Transactions and the acquisition of Schrader. | ||||||||
Senior Secured Credit Facilities | ||||||||
The Original Term Loan, issued under the Senior Secured Credit Facilities, bears interest at variable rates. At our option, the Original Term Loan may be maintained from time to time as a Base Rate loan or a Eurodollar Rate loan (each as defined in the Credit Agreement), each with a different determination of interest rates. We currently maintain the Original Term Loan as a Eurodollar Rate loan, which includes a LIBOR index rate (subject to a floor of 75 basis points) plus a spread of 250 basis points. The interest rate on the Original Term Loan was 3.25% at December 31, 2014 and 2013. The Revolving Credit Facility bears interest at variable rates, which includes a LIBOR index rate plus 2.500%, 2.375%, or 2.250%, depending on the achievement of certain senior secured net leverage ratios. | ||||||||
We have amended the Credit Agreement on four occasions since its initial execution. The terms presented herein reflect the changes as a result of these various amendments. | ||||||||
In December 2012, we amended the Credit Agreement (the "First Amendment") to reduce the interest rate spread with respect to the Original Term Loan by 0.25%, to 1.75% and 2.75% for Base Rate loans and Eurodollar Rate loans, respectively. No changes were made to the terms of the Revolving Credit Facility. | ||||||||
In December 2013, we amended the Credit Agreement (the "Second Amendment") to (1) expand the Original Term Loan by $100.0 million, (2) reduce the interest rate spread with respect to the Original Term Loan by 0.25%, to 1.50% and 2.50% for Base Rate loans and Eurodollar Rate loans, respectively, (3) reduce the interest rate floor with respect to term loans that are Eurodollar Rate loans from 1.00% to 0.75%, (4) extend the maturity date of the Original Term Loan from May 12, 2018 to May 12, 2019, and (5) modify two negative covenants under the Credit Agreement, specifically (i) the amount of investments that may be made by Loan Parties (as defined in the Credit Agreement) in Restricted Subsidiaries that are not Loan Parties was increased from $100.0 million to $300.0 million, and (ii) Loan Parties and their Restricted Subsidiaries may make an additional $150.0 million of restricted payments so long as no default or event of default has occurred and is continuing or would result therefrom. Under the terms of the Second Amendment, the principal amount of the Original Term Loan amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the loan balance at the time of the Second Amendment, with the balance payable at maturity. No changes were made to the terms of the Revolving Credit Facility. | ||||||||
In October 2014, we amended the Credit Agreement (the "Third Amendment") to provide for the Incremental Term Loan. The principal amount of the Incremental Term Loan amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount, with the balance due at maturity. At our option, the Incremental Term Loan may be maintained from time to time as a Base Rate loan or a Eurodollar Rate loan (each as defined in the Third Amendment), each with a different determination of interest rates. As of December 31, 2014, we maintain the Incremental Term Loan as a Eurodollar Rate loan, which accrues interest at a rate that is indexed to LIBOR, subject to a floor of 0.75% and a spread of 2.75%. Under the terms of the Third Amendment, we are required to pay a fee of 1.0% of the aggregate principal amount of the portion of the Incremental Term Loan prepaid or converted in connection with any repricing transaction occurring before April 14, 2015. The interest rate on the Incremental Term Loan at December 31, 2014 was 3.50%. | ||||||||
In November 2014, we amended the Credit Agreement (the "Fourth Amendment") to revise the calculation used to determine the commitment fee on the Revolving Credit Facility to be equal to the Applicable Rate (as defined in the Credit Agreement) times the unused portion of the Revolving Credit Facility. Prior to the Fourth Amendment, the commitment fee was calculated as the Applicable Rate times the total amount available to be borrowed under the Revolving Credit Facility, regardless of the portion used. | ||||||||
Pursuant to the Fourth Amendment, we are required to pay to our revolving credit lenders, on a quarterly basis, a commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee is subject to a pricing grid based on our leverage ratio. The spreads on the commitment fee range from 25 to 50 basis points. | ||||||||
Revolving loans may be borrowed, repaid, and re-borrowed to fund our working capital needs and for other general corporate purposes. No amounts under the Term Loans, once repaid, may be re-borrowed. | ||||||||
All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by certain of our subsidiaries in the U.S., the Netherlands, Mexico, Japan, Belgium, Bulgaria, Malaysia, and Bermuda, Luxembourg, Brazil, France, and the U.K. (collectively, the "Guarantors"). The collateral for such borrowings under the Senior Secured Credit Facilities consists of substantially all present and future property and assets of STBV, Sensata Technologies Finance Company, LLC, and the Guarantors. | ||||||||
The Credit Agreement stipulates certain events and conditions that may require us to use excess cash flow, as defined by the terms of the Credit Agreement, generated by operating, investing, or financing activities, to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and the incurrence of certain indebtedness (excluding any permitted indebtedness). The Credit Agreement requires that the proceeds of such mandatory prepayments be applied first to the tranche of term loans with the earliest maturity. These provisions were not triggered during the year ended December 31, 2014. | ||||||||
As of December 31, 2014, there was $113.7 million of availability under the Revolving Credit Facility, (net of $6.3 million in letters of credit). Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of December 31, 2014, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2015. | ||||||||
6.5% Senior Notes | ||||||||
The 6.5% Senior Notes were issued under an indenture dated May 12, 2011 (the "6.5% Senior Notes Indenture") among STBV, as issuer, The Bank of New York Mellon, as trustee, and the Guarantors. The 6.5% Senior Notes were offered at par. The 6.5% Senior Notes bear interest at a rate of 6.5% per annum, and interest is payable semi-annually in cash on May 15 and November 15 of each year. Our obligations under the 6.5% Senior Notes are guaranteed by all of STBV's existing and future wholly-owned subsidiaries that guarantee our obligations under the Senior Secured Credit Facilities, including a newly formed U.K. subsidiary. The 6.5% Senior Notes and the related guarantees are unsecured senior obligations of STBV and the Guarantors. | ||||||||
Additional securities may be issued under the 6.5% Senior Notes Indenture in one or more series from time to time, subject to certain limitations. At any time prior to May 15, 2015, we may redeem some or all of the 6.5% Senior Notes at a redemption price equal to 100.0% of the principal amount of such 6.5% Senior Notes redeemed, plus accrued and unpaid interest to the date of redemption, plus the Applicable Premium (also known as the "make-whole premium") set forth in the 6.5% Senior Notes Indenture. | ||||||||
On or after May 15, 2015, we may redeem some or all of the 6.5% Senior Notes at the redemption prices listed below, plus accrued interest: | ||||||||
Beginning May 15 | Percentage | |||||||
2015 | 103.25 | % | ||||||
2016 | 101.63 | % | ||||||
2017 and thereafter | 100 | % | ||||||
If certain changes in the law of any relevant taxing jurisdiction become effective that would require us or any Guarantor to pay additional amounts in respect of the 6.5% Senior Notes, we may redeem the 6.5% Senior Notes, in whole but not in part, at a redemption price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, and additional amounts, if any, then due or that will become due on the date of redemption. | ||||||||
If STBV experiences certain change of control events, holders of the 6.5% Senior Notes may require us to repurchase all or part of the 6.5% Senior Notes at 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. | ||||||||
4.875% Senior Notes | ||||||||
The 4.875% Senior Notes were issued under an indenture dated April 17, 2013 (the "4.875% Senior Notes Indenture") among STBV, as issuer, The Bank of New York Mellon, as trustee, and the Guarantors. The 4.875% Senior Notes were offered at par. Interest on the 4.875% Senior Notes is payable semi-annually on April 15 and October 15 of each year, with the first payment made on October 15, 2013. Our obligations under the 4.875% Senior Notes are guaranteed by all of STBV's subsidiaries that guarantee our obligations under the Senior Secured Credit Facilities, including a newly formed U.K. subsidiary. The 4.875% Senior Notes and the guarantees are senior unsecured obligations of STBV and the Guarantors and rank equally in right of payment to all existing and future senior unsecured indebtedness of STBV or the Guarantors, including the 6.5% Senior Notes. | ||||||||
At any time, we may redeem the 4.875% Senior Notes, in whole or in part, at a price equal to 100.0% of the principal amount of the 4.875% Senior Notes redeemed, plus accrued and unpaid interest to the date of redemption, plus the Applicable Premium (also known as the "make-whole premium") set forth in the 4.875% Senior Notes Indenture. In addition, if STBV experiences certain change of control events, holders of the 4.875% Senior Notes may require us to repurchase all or part of the 4.875% Senior Notes at 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. If certain changes in the tax law of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments of the 4.875% Senior Notes or the guarantees, we may redeem the 4.875% Senior Notes in whole, but not in part, at any time, at a redemption price of 100.0% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption. | ||||||||
The 4.875% Senior Notes Indenture provides for events of default (subject in certain cases to customary grace and cure periods) that include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 4.875% Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, and when the guarantees of significant subsidiaries cease to be in full force and effect. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding 4.875% Senior Notes may declare the principal of, and accrued but unpaid interest on, all of the 4.875% Senior Notes to be due and payable immediately. All provisions regarding remedies in an event of default are subject to the 4.875% Senior Notes Indenture. | ||||||||
5.625% Senior Notes | ||||||||
The 5.625% Senior Notes were issued under an indenture dated October 14, 2014 (the "5.625% Senior Notes Indenture") among STBV, as issuer, The Bank of New York Mellon, as trustee, and the Guarantors. The 5.625% Senior Notes were offered at par. Interest on the 5.625% Senior Notes is payable semi-annually on May 1 and November 1 of each year, with the first payment to be made on May 1, 2015. Our obligations under the 5.625% Senior Notes are guaranteed by all of STBV's subsidiaries that guarantee STBV's obligations under the Senior Secured Credit Facilities, including a newly formed U.K. subsidiary, which became the direct parent of August Cayman Company, Inc. immediately following the consummation of the acquisition of Schrader. The 5.625% Senior Notes and the guarantees are senior unsecured obligations of STBV and the Guarantors and rank equally in right of payment to all existing and future senior indebtedness of STBV or the Guarantors, including the Senior Secured Credit Facilities, the 6.5% Senior Notes, and the 4.875% Senior Notes. | ||||||||
At any time, we may redeem the 5.625% Senior Notes, in whole or in part, at a price equal to 100.0% of the principal amount of the 5.625% Senior Notes redeemed, plus accrued and unpaid interest to the date of redemption, plus the Applicable Premium (also known as the "make-whole premium") set forth in the 5.625% Senior Notes Indenture. In addition, if STBV experiences certain change of control events, holders of the 5.625% Senior Notes may require STBV to repurchase all or part of the 5.625% Senior Notes at 101.0% of the principal amount on the date of purchase, plus accrued and unpaid interest, if any, to the repurchase date. Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STBV may, at its option, redeem the 5.625% Senior Notes, in whole but not in part, at a redemption price equal to 100.0% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, plus all Additional Amounts (as defined in the 5.625% Senior Notes Indenture), if any, then due, and which will become due on the date of redemption. | ||||||||
The 5.625% Senior Notes Indenture provides for events of default (subject in certain cases to customary grace and cure periods) that include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 5.625% Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, and when the guarantees of significant subsidiaries cease to be in full force and effect. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding 5.625% Senior Notes may declare the principal of, and accrued but unpaid interest on, all of the 5.625% Senior Notes to be due and payable immediately. All provisions regarding remedies in an event of default are subject to the 5.625% Senior Notes Indenture. | ||||||||
Restrictions | ||||||||
As of December 31, 2014, for purposes of the 6.5% Senior Notes, the 4.875% Senior Notes, the 5.625% Senior Notes (collectively, the "Senior Notes"), and the Term Loans, all of the subsidiaries of STBV were "Restricted Subsidiaries." Under certain circumstances, STBV will be permitted to designate subsidiaries as "Unrestricted Subsidiaries." As per the terms of the 6.5% Senior Notes Indenture, the 4.875% Senior Notes Indenture, and the 5.625% Senior Notes Indenture (collectively, the "Senior Notes Indentures"), and the Credit Agreement, Restricted Subsidiaries are subject to restrictive covenants. Unrestricted Subsidiaries will not be subject to the restrictive covenants of the Credit Agreement and will not guarantee any of the Senior Notes. | ||||||||
Under the Revolving Credit Facility, STBV and its Restricted Subsidiaries are required to maintain a senior secured net leverage ratio not to exceed 5.0:1.0 at the conclusion of certain periods when outstanding loans and letters of credit that are not cash collateralized for the full face amount thereof exceed 10% of the commitments under the Revolving Credit Facility. In addition, STBV and its Restricted Subsidiaries are required to satisfy this covenant, on a pro forma basis, in connection with any new borrowings (including any letter of credit issuances) under the Revolving Credit Facility as of the time of such borrowings. | ||||||||
The Credit Agreement also contains non-financial covenants that limit our ability to incur subsequent indebtedness, incur liens, prepay subordinated debt, make loans and investments (including acquisitions), merge, consolidate, dissolve or liquidate, sell assets, enter into affiliate transactions, change our business, change our accounting policies, make capital expenditures, amend the terms of our subordinated debt and our organizational documents, pay dividends and make other restricted payments, and enter into certain burdensome contractual obligations. These covenants are subject to important exceptions and qualifications set forth in the Credit Agreement. | ||||||||
The Senior Notes Indentures contain restrictive covenants that limit the ability of STBV and its Restricted Subsidiaries to, among other things: incur additional debt or issue preferred stock; create liens; create restrictions on STBV's subsidiaries' ability to make payments to STBV; pay dividends and make other distributions in respect of STBV's and its Restricted Subsidiaries' capital stock; redeem or repurchase STBV's capital stock, our capital stock, or the capital stock of any other direct or indirect parent company of STBV or prepay subordinated indebtedness; make certain investments or certain other restricted payments; guarantee indebtedness; designate unrestricted subsidiaries; sell certain kinds of assets; enter into certain types of transactions with affiliates; and effect mergers or consolidations. These covenants are subject to important exceptions and qualifications set forth in the Senior Notes Indentures. Certain of these covenants will be suspended if the Senior Notes are assigned an investment grade rating by Standard & Poor's Rating Services or Moody's Investors Service, Inc. and no default has occurred and is continuing at such time. The suspended covenants will be reinstated if the Senior Notes are no longer rated investment grade by either rating agency and an event of default has occurred and is continuing at such time. As of December 31, 2014, the Senior Notes were not rated investment grade by either rating agency. | ||||||||
The Guarantors under the Credit Agreement and the Senior Notes Indentures are generally not restricted in their ability to pay dividends or otherwise distribute funds to STBV, except for restrictions imposed under applicable corporate law. | ||||||||
STBV, however, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to us, under the Credit Agreement and the Senior Notes Indentures. Specifically, the Credit Agreement prohibits STBV from paying dividends or making any distributions to its parent companies except for limited purposes, including, but not limited to: (i) customary and reasonable operating expenses, legal and accounting fees and expenses, and overhead of such parent companies incurred in the ordinary course of business in the aggregate not to exceed $10.0 million in any fiscal year, plus reasonable and customary indemnification claims made by our directors or officers attributable to the ownership of STBV and its Restricted Subsidiaries; (ii) franchise taxes, certain advisory fees, and customary compensation of officers and employees of such parent companies to the extent such compensation is attributable to the ownership or operations of STBV and its Restricted Subsidiaries; (iii) repurchase, retirement, or other acquisition of equity interest of the parent from certain present, future, and former employees, directors, managers, consultants of the parent companies, STBV, or its subsidiaries in an aggregate amount not to exceed $15.0 million in any fiscal year, plus the amount of cash proceeds from certain equity issuances to such persons, the amount of equity interests subject to a certain deferred compensation plan, and the amount of certain key-man life insurance proceeds; (iv) so long as no default or event of default exists and the senior secured net leverage ratio is less than 2.0:1.0 calculated on a pro forma basis, dividends and other distributions in an aggregate amount not to exceed $100.0 million, plus certain amounts, including the retained portion of excess cash flow; (v) dividends and other distributions in an aggregate amount not to exceed $40.0 million in any calendar year (subject to increase upon the achievement of certain ratios); and (vi) so long as no default or event of default exists, dividends and other distributions in an aggregate amount not to exceed $150.0 million. | ||||||||
The Senior Notes Indentures generally provide that STBV can pay dividends and make other distributions to its parent companies upon the achievement of certain conditions and in an amount as determined in accordance with the Senior Notes Indentures. | ||||||||
The net assets of STBV subject to these restrictions totaled $1,249.1 million at December 31, 2014. | ||||||||
Accounting for Debt Transactions | ||||||||
In connection with our debt financing transactions in the fourth quarter of 2014, we incurred $17.7 million of financing costs, of which $1.9 million was recorded in Other, net, $1.9 million was recorded in Interest expense, and $13.9 million was recorded as deferred financing costs. | ||||||||
In connection with the issuance and sale of the 4.875% Senior Notes in April 2013, and the related repayment of $700.0 million of the Original Term Loan, in the year ended December 31, 2013, we recorded a $7.1 million loss to Other, net, which is composed of the write-off of unamortized deferred financing costs and original issue discount of $4.4 million and transaction costs of $2.7 million. For holders of the Original Term Loan who did not invest in the 4.875% Senior Notes, we wrote-off a pro rata portion of the related unamortized deferred financing costs and original issue discount. For holders of the Original Term Loan who were also investors in the 4.875% Senior Notes, we applied the provisions of ASC 470-50. Our evaluation of the accounting under ASC 470-50 was done on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. Borrowings associated with holders of the 4.875% Senior Notes that were not also holders of the Original Term Loan were accounted for as new issuances, as we did not have a previous financing relationship with these creditors. As such, we capitalized $3.9 million (i.e. a pro rata portion) of third party costs, primarily associated with issuances to these creditors, as deferred financing costs. | ||||||||
In connection with the Second Amendment, we recorded a $1.9 million loss to Other, net, which is composed primarily of transaction costs, in the three months ended December 31, 2013. | ||||||||
In connection with the First Amendment, we recorded a loss in Other, net of $2.2 million, including the write-off of debt issuance costs and original issue discount of $0.2 million, in the three months ended December 31, 2012. | ||||||||
We applied the provisions of ASC 470-50 in accounting for the transactions described above. | ||||||||
Leases | ||||||||
We operate in leased facilities with initial terms ranging up to 20 years. The lease agreements frequently include options to renew for additional periods or to purchase the leased assets and generally require that we pay taxes, insurance, and maintenance costs. Depending on the specific terms of the leases, our obligations are in two forms: capital leases and operating leases. Rent expense for the years ended December 31, 2014, 2013, and 2012 was $7.5 million, $6.5 million, and $6.1 million, respectively. | ||||||||
In 2011, we recorded a capital lease obligation for a new facility in Baoying, China. The obligation recorded as of December 31, 2014 and 2013 was $7.1 million and $8.5 million, respectively. | ||||||||
We have recorded a capital lease, which matures in 2025, for a facility in Attleboro, Massachusetts. As of December 31, 2014 and 2013, the capital lease obligation outstanding for this facility was $24.7 million and $25.9 million, respectively. | ||||||||
Other Financing Obligations | ||||||||
In 2013, we entered into an agreement with one of our suppliers, Measurement Specialties, Inc., under which we acquired the rights to certain intellectual property in exchange for quarterly royalty payments through the fourth quarter of 2019. As of December 31, 2014 and 2013, we had recognized a liability of $7.6 million and $8.3 million, respectively, within Capital lease and other financing obligations related to this agreement. | ||||||||
In 2008, our Malaysian operating subsidiary entered into a series of agreements to sell and leaseback the land, building, and certain equipment associated with its manufacturing facility in Subang Jaya, Malaysia. The transaction, which was valued at RM41.0 million (or $12.6 million based on the closing date exchange rate), was accounted for as a financing transaction. Accordingly, the land, building, and equipment remains on the consolidated balance sheets, and the cash received was recorded as a liability as a component of Capital lease and other financing obligations. As of December 31, 2014 and 2013, the outstanding liability recorded was $8.4 million and $9.0 million, respectively. | ||||||||
Debt Maturities | ||||||||
The final maturity of the Revolving Credit Facility is on 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. The final maturity of the Original Term Loan is May 12, 2019. The final maturity of the Incremental Term Loan is October 14, 2021. The Term Loans must be repaid in full on or prior to their respective maturity dates. The 6.5% Senior Notes, the 4.875% Senior Notes, and the 5.625% Senior Notes mature on May 15, 2019, October 15, 2023, and November 1, 2024, respectively. | ||||||||
Remaining mandatory principal repayments of long-term debt, excluding capital lease payments, other financing obligations, and discretionary repurchases of debt, in each of the years ended December 31, 2015 through 2019 and thereafter are as follows: | ||||||||
For the year ended December 31, | Aggregate Maturities | |||||||
2015 | $ | 142,905 | ||||||
2016 | 10,753 | |||||||
2017 | 10,753 | |||||||
2018 | 10,753 | |||||||
2019 | 1,156,299 | |||||||
Thereafter | 1,468,498 | |||||||
Total long-term debt principal payments | $ | 2,799,961 | ||||||
Compliance with Financial and Non-Financial Covenants | ||||||||
As of, and for the year ended, December 31, 2014, we were in compliance with all of the covenants and default provisions associated with our indebtedness. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||
Income Taxes | Income Taxes | |||||||||||||||
Effective April 27, 2006 (inception), and concurrent with the completion of the acquisition of the Sensors and Controls business ("S&C") of Texas Instruments Incorporated ("TI") (the "2006 Acquisition"), we commenced filing tax returns in the Netherlands as a stand-alone entity. Several of our Dutch resident subsidiaries are taxable entities in the Netherlands and file tax returns under Dutch fiscal unity (i.e., consolidation). On April 30, 2008, our U.S. subsidiaries executed a separation and distribution agreement that divided our U.S. Sensors and Controls businesses, resulting in two separate U.S. consolidated federal income tax returns. Prior to April 30, 2008, we filed one consolidated tax return in the United States. Our remaining subsidiaries will file income tax returns in the countries in which they are incorporated and/or operate, including the Netherlands, Japan, China, Belgium, Bulgaria, South Korea, Malaysia, the U.K., France, and Mexico. The 2006 Acquisition purchase accounting and the related debt and equity capitalization of the various subsidiaries of the consolidated company, and the realignment of the functions performed and risks assumed by the various subsidiaries, are of significant consequence to the determination of future book and taxable income of the respective subsidiaries and Sensata as a whole. | ||||||||||||||||
Since our inception, we have incurred tax losses in the U.S., resulting in allowable tax net operating loss carryforwards. In measuring the related deferred tax assets, we considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of the deferred tax assets. Judgment is required in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary, and the more difficult it is to support a conclusion that a valuation allowance is not needed. Additionally, we utilize the “more likely than not” criteria established in ASC 740 to determine whether the future benefit from the deferred tax assets should be recognized. As a result, we have established a full valuation allowance on the deferred tax assets in jurisdictions in which it is more likely than not that such assets will not be utilized in the foreseeable future. | ||||||||||||||||
Income before taxes for the years ended December 31, 2014, 2013, and 2012 was as follows: | ||||||||||||||||
U.S. | Non-U.S. | Total | ||||||||||||||
For the year ended December 31, | ||||||||||||||||
2014 | $ | (92,632 | ) | $ | 346,058 | $ | 253,426 | |||||||||
2013 | $ | (80,426 | ) | $ | 314,363 | $ | 233,937 | |||||||||
2012 | $ | (100,156 | ) | $ | 272,821 | $ | 172,665 | |||||||||
Provision for/(benefit from) income taxes for the years ended December 31, 2014, 2013, and 2012 was as follows: | ||||||||||||||||
U.S. Federal | Non-U.S. | U.S. State | Total | |||||||||||||
For the year ended December 31, | ||||||||||||||||
2014:00:00 | ||||||||||||||||
Current | $ | — | $ | 28,438 | $ | 395 | $ | 28,833 | ||||||||
Deferred | (51,564 | ) | (6,280 | ) | (1,312 | ) | (59,156 | ) | ||||||||
Total | $ | (51,564 | ) | $ | 22,158 | $ | (917 | ) | $ | (30,323 | ) | |||||
2013:00:00 | ||||||||||||||||
Current | $ | — | $ | 19,826 | $ | 275 | $ | 20,101 | ||||||||
Deferred | 11,857 | 13,919 | (65 | ) | 25,711 | |||||||||||
Total | $ | 11,857 | $ | 33,745 | $ | 210 | $ | 45,812 | ||||||||
2012:00:00 | ||||||||||||||||
Current | $ | — | $ | 21,500 | $ | 295 | $ | 21,795 | ||||||||
Deferred | 16,039 | (42,754 | ) | 104 | (26,611 | ) | ||||||||||
Total | $ | 16,039 | $ | (21,254 | ) | $ | 399 | $ | (4,816 | ) | ||||||
Principal reconciling items from income tax computed at the U.S. statutory tax rate for the years ended December 31, 2014, 2013, and 2012 were as follows: | ||||||||||||||||
For the year ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Tax computed at statutory rate of 35% | $ | 88,700 | $ | 81,878 | $ | 60,433 | ||||||||||
Foreign tax rate differential | (70,090 | ) | (66,835 | ) | (31,352 | ) | ||||||||||
Unrealized foreign exchange (gains) and losses, net | (15,195 | ) | (4,029 | ) | (10,649 | ) | ||||||||||
Change in tax law or rates | (12,017 | ) | (4,402 | ) | (402 | ) | ||||||||||
Withholding taxes not creditable | 4,940 | 16,101 | 3,247 | |||||||||||||
Losses not tax benefited | 40,200 | 25,192 | 49,761 | |||||||||||||
Release of valuation allowances | (71,111 | ) | — | (82,553 | ) | |||||||||||
U.S. state taxes, net of U.S. federal benefit | 432 | 114 | 293 | |||||||||||||
Reserve for tax exposure | 308 | (13,674 | ) | 4,483 | ||||||||||||
Other | 3,510 | 11,467 | 1,923 | |||||||||||||
$ | (30,323 | ) | $ | 45,812 | $ | (4,816 | ) | |||||||||
During the year ended December 31, 2014, we released a portion of our U.S. valuation allowance and recognized $71.1 million of benefit from income taxes in connection with the Wabash, DeltaTech, and Schrader acquisitions, for which deferred tax liabilities were established related primarily to the step-up of intangible assets for book purposes. | ||||||||||||||||
In December 2013, Mexico enacted a comprehensive tax reform package, which was effective January 1, 2014. As a result of this change, we adjusted our deferred taxes in that jurisdiction, resulting in the recognition of a tax benefit, which reduced deferred income tax expense by $4.7 million for fiscal year 2013. | ||||||||||||||||
In the fourth quarter of 2012, we determined, based on available facts, that it was more likely than not that our Netherlands net operating losses would be utilized in the foreseeable future. Therefore, we released the Netherlands' deferred tax asset valuation allowance. A net benefit of approximately $66.0 million is reflected in our 2012 deferred tax provision. | ||||||||||||||||
The primary components of deferred income tax assets and liabilities as of December 31, 2014 and 2013 were as follows: | ||||||||||||||||
December 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Deferred tax assets: | ||||||||||||||||
Inventories and related reserves | $ | 9,781 | $ | 2,358 | ||||||||||||
Accrued expenses | 36,613 | 26,176 | ||||||||||||||
Property, plant and equipment | 15,685 | 10,972 | ||||||||||||||
Intangible assets | 48,747 | 84,080 | ||||||||||||||
Net operating loss, interest expense, and other carryforwards | 401,803 | 332,730 | ||||||||||||||
Pension liability and other | 10,106 | 3,531 | ||||||||||||||
Share-based compensation | 11,633 | 11,765 | ||||||||||||||
Other | 8,596 | 598 | ||||||||||||||
Total deferred tax assets | 542,964 | 472,210 | ||||||||||||||
Valuation allowance | (394,838 | ) | (379,003 | ) | ||||||||||||
Net deferred tax asset | 148,126 | 93,207 | ||||||||||||||
Deferred tax liabilities: | ||||||||||||||||
Property, plant and equipment | (31,208 | ) | (9,668 | ) | ||||||||||||
Intangible assets and goodwill | (411,320 | ) | (289,804 | ) | ||||||||||||
Unrealized exchange gain | (12,959 | ) | — | |||||||||||||
Tax on undistributed earnings of subsidiaries | (31,210 | ) | (39,834 | ) | ||||||||||||
Other | (5,546 | ) | (7,496 | ) | ||||||||||||
Total deferred tax liabilities | (492,243 | ) | (346,802 | ) | ||||||||||||
Net deferred tax liability | $ | (344,117 | ) | $ | (253,595 | ) | ||||||||||
Subsequently reported tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2014 will be allocated to income tax benefit recognized in the consolidated statements of operations. | ||||||||||||||||
A full valuation allowance has been established on the net deferred tax assets in jurisdictions that have incurred net operating losses and in which it is more likely than not that such losses will not be utilized in the foreseeable future. For tax purposes, goodwill and indefinite-lived intangible assets are generally amortizable over 6 to 20 years. For book purposes, goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment annually. The tax amortization of goodwill and indefinite-lived intangible assets will result in a taxable temporary difference, which will not reverse unless the related book goodwill and/or intangible asset is impaired or written off. This liability may not be used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite period. The net change in the total valuation allowance for the year ended December 31, 2014 was an increase of $15.8 million, and for the year ended December 31, 2013 was an increase of $36.7 million. | ||||||||||||||||
Certain of our subsidiaries are currently eligible, or have been eligible, for tax exemptions or holidays in their respective jurisdictions. Our subsidiary in Changzhou, China, is eligible for a five-year tax holiday that began in 2008. Starting in 2013, our subsidiary in Changzhou, China was eligible for a reduced tax rate of 15%. The impact of the tax holidays and exemptions on our effective rate is included in the Foreign tax rate differential line in the reconciliation of the statutory rate to effective rate. | ||||||||||||||||
Withholding taxes may apply to intercompany interest, royalty, management fees, and certain payments to third parties. Such taxes are expensed if they cannot be credited against the recipient’s tax liability in its country of residence. Additional consideration also has been given to the withholding taxes associated with the remittance of presently unremitted earnings and the recipient's ability to obtain a tax credit for such taxes. Earnings are not considered to be indefinitely reinvested in the jurisdictions in which they were earned. | ||||||||||||||||
As of December 31, 2014, we have U.S. federal net operating loss carryforwards of $571.8 million. Our U.S. federal net operating loss and interest carryforwards include $225.2 million related to excess tax deductions from share-based payments, the tax benefit of which will be recorded as an increase in additional paid-in capital when the deductions reduce current taxes payable. U.S. federal net operating loss carryforwards will expire from 2026 to 2034 and state net operating loss carryforwards will expire from 2014 to 2034. It is more likely than not that these net operating losses will not be utilized in the foreseeable future. We also have non-U.S. net operating loss carryforwards of $94.6 million, which will begin to expire in 2015. Additionally, we have tax credits in the Netherlands related to branch profits totaling $5.5 million that have an unlimited life. | ||||||||||||||||
We believe a change of ownership within the meaning of Section 382 of the Internal Revenue Code occurred in the fourth quarter of 2012. As a result, our U.S. federal net operating loss utilization will be limited to an amount equal to the market capitalization of our U.S. subsidiaries at the time of the ownership change multiplied by the federal long-term tax exempt rate. A change of ownership under Section 382 of the Internal Revenue Code is defined as a cumulative change of fifty percentage points or more in the ownership positions of certain stockholders owning five percent or more of our common stock over a three year rolling period. We do not believe the resulting change will prohibit the utilization of our U.S. federal net operating loss. | ||||||||||||||||
A reconciliation of the amount of unrecognized tax benefits is as follows: | ||||||||||||||||
Balance at December 31, 2011 | $ | 15,796 | ||||||||||||||
Increases related to prior year tax positions | 8,191 | |||||||||||||||
Increases related to current year tax positions | 2,574 | |||||||||||||||
Decreases related to lapse of applicable statute of limitations | (1,447 | ) | ||||||||||||||
Decreases related to settlements with tax authorities | (3,341 | ) | ||||||||||||||
Balance at December 31, 2012 | 21,773 | |||||||||||||||
Increases related to prior year tax positions | 456 | |||||||||||||||
Increases related to current year tax positions | 9,694 | |||||||||||||||
Decreases related to lapse of applicable statute of limitations | (905 | ) | ||||||||||||||
Decreases related to settlements with tax authorities | (8,774 | ) | ||||||||||||||
Balance at December 31, 2013 | 22,244 | |||||||||||||||
Increases related to prior year tax positions | 7,540 | |||||||||||||||
Increases related to current year tax positions | 4,204 | |||||||||||||||
Decreases related to lapse of applicable statute of limitations | (3,025 | ) | ||||||||||||||
Decreases related to settlements with tax authorities | (8,189 | ) | ||||||||||||||
Balance at December 31, 2014 | $ | 22,774 | ||||||||||||||
We have accrued potential interest and penalties relating to unrecognized tax benefits. For the year ended December 31, 2014, we recognized interest and penalties of $(1.2) million and $0.5 million, respectively, in the consolidated statements of operations, and as of December 31, 2014, we recognized interest and penalties of $1.8 million and $1.0 million, respectively, in the consolidated balance sheets. For the year ended December 31, 2013, we recognized interest and penalties of $(4.4) million and $(4.7) million, respectively, in the consolidated statements of operations, and as of December 31, 2013, we recognized interest and penalties of $1.8 million and $0.1 million, respectively, in the consolidated balance sheets. For the year ended December 31, 2012, we recognized interest and penalties of $1.5 million and $0.7 million, respectively, in the consolidated statements of operations, and as of December 31, 2012, we recognized interest and penalties of $6.1 million and $4.8 million, respectively, in the consolidated balance sheets. | ||||||||||||||||
The liability for unrecognized tax benefits generally relates to the allocation of taxable income to the various jurisdictions where we are subject to tax. At December 31, 2014, we anticipate that the liability for unrecognized tax benefits could decrease by up to $0.1 million within the next twelve months due to the expiration of certain statutes of limitation or the settlement of examinations or issues with tax authorities. The amount of unrecognized tax benefits as of December 31, 2014 and 2013 that will impact our effective tax rate are $20.9 million and $20.1 million, respectively. | ||||||||||||||||
Our major tax jurisdictions include the Netherlands, United States, Japan, Mexico, China, South Korea, Belgium, Bulgaria, and Malaysia. These jurisdictions generally remain open to examination by the relevant tax authority for the tax years 2008 through 2014. | ||||||||||||||||
We have various indemnification provisions in place with TI, Honeywell, William Blair, CoActive Holdings, LLC, and Tomkins Limited. These provisions provide for the reimbursement by TI, Honeywell, William Blair, CoActive Holdings, LLC, and Tomkins Limited of future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses including S&C, First Technology Automotive, Airpax, DeltaTech, and Schrader, respectively. |
Pension_and_Other_PostRetireme
Pension and Other Post-Retirement Benefits | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 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. | ||||||||||||||||||||||||||||||||||||
U.S. Benefit Plans | ||||||||||||||||||||||||||||||||||||
The principal retirement plans in the U.S. include a qualified defined benefit pension plan and a defined contribution plan. In addition, we provide post-retirement medical coverage and non-qualified benefits to certain employees. | ||||||||||||||||||||||||||||||||||||
Defined Benefit Pension Plans | ||||||||||||||||||||||||||||||||||||
The benefits under the qualified defined benefit pension plan are determined using a formula based upon years of service and the highest five consecutive years of compensation. | ||||||||||||||||||||||||||||||||||||
TI closed the qualified defined benefit pension plan to participants hired after November 1997. In addition, participants eligible to retire under the TI plan as of April 26, 2006 were given the option of continuing to participate in the qualified defined benefit pension plan or retiring under the qualified defined benefit pension plan and thereafter participating in an enhanced defined contribution plan. | ||||||||||||||||||||||||||||||||||||
We intend to contribute amounts to the qualified defined benefit pension plan in order to meet the minimum funding requirements of federal laws and regulations, plus such additional amounts as we deem appropriate. We do not expect to contribute to the qualified defined benefit pension plan during 2015. | ||||||||||||||||||||||||||||||||||||
We also sponsor a non-qualified defined benefit pension plan, which is closed to new participants and is unfunded. | ||||||||||||||||||||||||||||||||||||
Effective January 31, 2012, we froze the defined benefit pension plans and eliminated future benefit accruals. | ||||||||||||||||||||||||||||||||||||
Defined Contribution Plans | ||||||||||||||||||||||||||||||||||||
Prior to August 1, 2012, we offered two defined contribution plans. Both defined contribution plans offered an employer matching savings option that allowed employees to make pre-tax contributions to various investment choices. | ||||||||||||||||||||||||||||||||||||
Employees who elected not to remain in the qualified defined benefit pension plan, and new employees hired after November 1997, could participate in an enhanced defined contribution plan, where employer matching contributions were provided for up to 4% of the employee’s annual eligible earnings. In addition, this plan provided for an additional fixed employer contribution of 2% of the employee’s annual eligible earnings for employees who elected not to remain in the qualified defined benefit pension plan and employees hired between November 1997 and December 31, 2003. Effective in 2012, we discontinued the additional fixed employer contribution of 2%. | ||||||||||||||||||||||||||||||||||||
Employees who remained in the qualified defined benefit pension plan were permitted to participate in a defined contribution plan, where 50% employer matching contributions were provided for up to 2% of the employee’s annual eligible earnings. Effective in 2012, we increased the employer matching contribution to 100% for up to 4% of the employee's annual eligible earnings. | ||||||||||||||||||||||||||||||||||||
In 2012, we merged the two defined contribution plans into one plan. The combined plan provides for an employer matching contribution of up to 4% of the employee's annual eligible earnings. Our matching of employees’ contributions under our defined contribution plan is discretionary and is based on our assessment of our financial performance. | ||||||||||||||||||||||||||||||||||||
The aggregate expense related to the defined contribution plans for U.S. employees was $3.2 million, $2.8 million, and $2.7 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||||||||||||||||||||||||
Retiree Healthcare Benefit Plan | ||||||||||||||||||||||||||||||||||||
We offer access to group medical coverage during retirement to some of our U.S. employees. We make contributions toward the cost of those retiree medical benefits for certain retirees. The contribution rates are based upon varying factors, the most important of which are an employee’s date of hire, date of retirement, years of service, and eligibility for Medicare benefits. The balance of the cost is borne by the participants in the plan. For the year ended December 31, 2014, we did not, and do not expect to, receive any amount of Medicare Part D Federal subsidy. Our projected benefit obligation as of December 31, 2014 and 2013 did not include an assumption for a Federal subsidy. U.S. retiree healthcare benefit plan obligations for employees that retired prior to the 2006 Acquisition have been assumed by TI. | ||||||||||||||||||||||||||||||||||||
In the fourth quarter of 2013, we amended the retiree healthcare benefit plan to eliminate supplemental medical coverage offered to Medicare eligible retirees, effective January 1, 2014. As a result of the amendment, we recognized a gain of $7.2 million that was recorded in Accumulated other comprehensive loss in the fourth quarter of 2013, which will be amortized as a component of net periodic benefit cost over a period of approximately 5 years from the date of recognition, which represents the remaining average service period to the full eligibility dates of the active plan participants. | ||||||||||||||||||||||||||||||||||||
Non-U.S. Benefit Plans | ||||||||||||||||||||||||||||||||||||
Retirement coverage for non-U.S. employees is provided through separate defined benefit and defined contribution plans. Retirement benefits are generally based on an employee’s years of service and compensation. Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances. We expect to contribute approximately $2.0 million to non-U.S. defined benefit plans during 2015. | ||||||||||||||||||||||||||||||||||||
Impact on Financial Statements | ||||||||||||||||||||||||||||||||||||
The following table outlines the net periodic benefit cost of the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||
Plans | Plans | Plans | ||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | Defined | Retiree | Defined | ||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||
Service cost | $ | — | $ | 107 | $ | 2,480 | $ | — | $ | 252 | $ | 2,274 | $ | 81 | $ | 262 | $ | 2,989 | ||||||||||||||||||
Interest cost | 1,792 | 329 | 1,185 | 1,441 | 589 | 1,156 | 1,936 | 654 | 1,155 | |||||||||||||||||||||||||||
Expected return on plan assets | (2,450 | ) | — | (865 | ) | (2,509 | ) | — | (908 | ) | (3,655 | ) | — | (1,000 | ) | |||||||||||||||||||||
Amortization of net loss | 262 | 482 | 179 | 954 | 491 | 399 | 52 | 317 | 480 | |||||||||||||||||||||||||||
Amortization of prior service cost | — | (1,335 | ) | — | — | — | 10 | — | — | 12 | ||||||||||||||||||||||||||
Loss on settlement | — | — | 51 | 779 | — | 18 | 613 | — | 384 | |||||||||||||||||||||||||||
Net periodic benefit cost | $ | (396 | ) | $ | (417 | ) | $ | 3,030 | $ | 665 | $ | 1,332 | $ | 2,949 | $ | (973 | ) | $ | 1,233 | $ | 4,020 | |||||||||||||||
The following table outlines the rollforward of the benefit obligation and plan assets for the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | |||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | |||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | |||||||||||||||||||||||||||||||
Change in Benefit Obligation | ||||||||||||||||||||||||||||||||||||
Beginning balance | $ | 56,999 | $ | 10,576 | $ | 40,106 | $ | 64,179 | $ | 18,094 | $ | 44,576 | ||||||||||||||||||||||||
Service cost | — | 107 | 2,480 | — | 252 | 2,274 | ||||||||||||||||||||||||||||||
Interest cost | 1,792 | 329 | 1,185 | 1,441 | 589 | 1,156 | ||||||||||||||||||||||||||||||
Plan participants’ contributions | — | — | 192 | — | — | 158 | ||||||||||||||||||||||||||||||
Plan amendment | — | — | (698 | ) | — | (7,195 | ) | (168 | ) | |||||||||||||||||||||||||||
Actuarial loss/(gain) | 1,236 | (735 | ) | 9,450 | (3,142 | ) | (626 | ) | (1,069 | ) | ||||||||||||||||||||||||||
Settlements | — | — | (175 | ) | (5,231 | ) | — | (191 | ) | |||||||||||||||||||||||||||
Benefits paid | (1,560 | ) | (304 | ) | (1,794 | ) | (248 | ) | (538 | ) | (947 | ) | ||||||||||||||||||||||||
Acquisitions (1) | — | — | 15,743 | — | — | — | ||||||||||||||||||||||||||||||
Foreign currency exchange rate changes | — | — | (6,812 | ) | — | — | (5,683 | ) | ||||||||||||||||||||||||||||
Ending balance | $ | 58,467 | $ | 9,973 | $ | 59,677 | $ | 56,999 | $ | 10,576 | $ | 40,106 | ||||||||||||||||||||||||
Change in Plan Assets | ||||||||||||||||||||||||||||||||||||
Beginning balance | $ | 55,933 | $ | — | $ | 35,729 | $ | 53,950 | $ | — | $ | 38,222 | ||||||||||||||||||||||||
Actual return on plan assets | 3,543 | — | 4,376 | 1,413 | — | 1,774 | ||||||||||||||||||||||||||||||
Employer contributions | 241 | 304 | 2,040 | 6,049 | 538 | 2,686 | ||||||||||||||||||||||||||||||
Plan participants’ contributions | — | — | 192 | — | — | 158 | ||||||||||||||||||||||||||||||
Settlements | — | — | (175 | ) | (5,231 | ) | — | (191 | ) | |||||||||||||||||||||||||||
Benefits paid | (1,560 | ) | (304 | ) | (1,794 | ) | (248 | ) | (538 | ) | (947 | ) | ||||||||||||||||||||||||
Foreign currency exchange rate changes | — | — | (4,716 | ) | — | — | (5,973 | ) | ||||||||||||||||||||||||||||
Ending balance | $ | 58,157 | $ | — | $ | 35,652 | $ | 55,933 | $ | — | $ | 35,729 | ||||||||||||||||||||||||
Funded status at end of year | $ | (310 | ) | $ | (9,973 | ) | $ | (24,025 | ) | $ | (1,066 | ) | $ | (10,576 | ) | $ | (4,377 | ) | ||||||||||||||||||
Accumulated benefit obligation at end of year | $ | 58,467 | NA | $ | 50,959 | $ | 56,999 | NA | $ | 32,748 | ||||||||||||||||||||||||||
(1) Relates to unfunded defined benefit plans assumed as part of the acquisitions of Wabash, DeltaTech, and Schrader. | ||||||||||||||||||||||||||||||||||||
The following table outlines the funded status amounts recognized in the consolidated balance sheets as of December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | |||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | |||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | |||||||||||||||||||||||||||||||
Noncurrent assets | $ | 3,311 | $ | — | $ | 540 | $ | 2,625 | $ | — | $ | 2,581 | ||||||||||||||||||||||||
Current liabilities | (496 | ) | (910 | ) | (954 | ) | (473 | ) | (815 | ) | (429 | ) | ||||||||||||||||||||||||
Noncurrent liabilities | (3,125 | ) | (9,063 | ) | (23,611 | ) | (3,218 | ) | (9,761 | ) | (6,529 | ) | ||||||||||||||||||||||||
$ | (310 | ) | $ | (9,973 | ) | $ | (24,025 | ) | $ | (1,066 | ) | $ | (10,576 | ) | $ | (4,377 | ) | |||||||||||||||||||
Balances recognized within Accumulated other comprehensive loss that have not been recognized as components of net periodic benefit costs, net of tax, as of December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | Defined | Retiree | Defined | ||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||
Prior service cost | $ | — | $ | (3,182 | ) | $ | (594 | ) | $ | — | $ | (4,517 | ) | $ | (4 | ) | $ | — | $ | — | $ | 141 | ||||||||||||||
Net loss | $ | 17,194 | $ | 3,697 | $ | 12,212 | $ | 17,312 | $ | 4,914 | $ | 7,790 | $ | 19,661 | $ | 5,615 | $ | 9,194 | ||||||||||||||||||
We expect to amortize a gain of $(0.2) million from accumulated other comprehensive loss to net periodic benefit costs during 2015. | ||||||||||||||||||||||||||||||||||||
Information for plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2014 and 2013 is as follows: | ||||||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | Plans | Plans | |||||||||||||||||||||||||||||||||
Projected benefit obligation | $ | 3,622 | $ | 31,908 | $ | 3,691 | $ | 12,042 | ||||||||||||||||||||||||||||
Accumulated benefit obligation | $ | 3,622 | $ | 27,299 | $ | 3,691 | $ | 9,099 | ||||||||||||||||||||||||||||
Plan assets | $ | — | $ | 7,215 | $ | — | $ | 5,084 | ||||||||||||||||||||||||||||
Information for plans with a projected benefit obligation in excess of plan assets as of December 31, 2014 and 2013 is as follows: | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | Plans | Plans | |||||||||||||||||||||||||||||||||
Projected benefit obligation | $ | 13,595 | $ | 31,908 | $ | 14,267 | $ | 12,042 | ||||||||||||||||||||||||||||
Plan assets | $ | — | $ | 7,215 | $ | — | $ | 5,084 | ||||||||||||||||||||||||||||
Other changes in plan assets and benefit obligations, net of tax, recognized in Other comprehensive (income)/loss for the years ended December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||
Plans | Plans | Plans | ||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | Defined | Retiree | Defined | ||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||
Net (gain)/loss | $ | 143 | $ | (735 | ) | $ | 4,640 | $ | (1,284 | ) | $ | (393 | ) | $ | (1,072 | ) | $ | 11,159 | $ | 3,984 | $ | 1,096 | ||||||||||||||
Amortization of net loss | (262 | ) | (482 | ) | (167 | ) | (576 | ) | (308 | ) | (314 | ) | (52 | ) | (317 | ) | (350 | ) | ||||||||||||||||||
Amortization of prior service cost | — | 1,335 | 2 | — | — | (6 | ) | — | — | (8 | ) | |||||||||||||||||||||||||
Plan amendment | — | — | (592 | ) | — | (4,517 | ) | (139 | ) | — | — | — | ||||||||||||||||||||||||
Settlement loss | — | — | (51 | ) | (489 | ) | — | (18 | ) | (613 | ) | — | (385 | ) | ||||||||||||||||||||||
Total recognized in other comprehensive (income)/loss | $ | (119 | ) | $ | 118 | $ | 3,832 | $ | (2,349 | ) | $ | (5,218 | ) | $ | (1,549 | ) | $ | 10,494 | $ | 3,667 | $ | 353 | ||||||||||||||
Assumptions and Investment Policies | ||||||||||||||||||||||||||||||||||||
Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare benefit plans as of December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Retiree | |||||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Healthcare | |||||||||||||||||||||||||||||||||
U.S. assumed discount rate | 2.9 | % | 2.9 | % | 3.5 | % | 3.4 | % | ||||||||||||||||||||||||||||
Non-U.S. assumed discount rate | 1.99 | % | NA | 2.73 | % | NA | ||||||||||||||||||||||||||||||
Non-U.S. average long-term pay progression | 3.05 | % | NA | 3.23 | % | NA | ||||||||||||||||||||||||||||||
Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Retiree | Defined | Retiree | |||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Healthcare | Benefit | Healthcare | |||||||||||||||||||||||||||||||
U.S. assumed discount rate | 3.5 | % | 3.4 | % | 2.5 | % | 3.4 | % | 4 | % | 4.3 | % | ||||||||||||||||||||||||
Non-U.S. assumed discount rate | 2.66 | % | NA | 2.85 | % | NA | 2.85 | % | NA | |||||||||||||||||||||||||||
U.S. average long-term rate | 4.75 | % | — | (1) | 4.75 | % | — | (1) | 7 | % | — | (1) | ||||||||||||||||||||||||
of return on plan assets | ||||||||||||||||||||||||||||||||||||
Non-U.S. average long-term rate of return on plan assets | 2.17 | % | NA | 2.61 | % | NA | 2.79 | % | NA | |||||||||||||||||||||||||||
U.S. average long-term pay progression | — | % | — | (2) | — | % | — | (2) | 4 | % | — | (2) | ||||||||||||||||||||||||
Non-U.S. average long-term pay progression | 3.13 | % | NA | 3.21 | % | NA | 3.18 | % | NA | |||||||||||||||||||||||||||
__________________ | ||||||||||||||||||||||||||||||||||||
-1 | Long-term rate of return on plan assets is not applicable to our U.S. retiree healthcare benefit plan as we do not hold assets for this plan. | |||||||||||||||||||||||||||||||||||
-2 | Rate of compensation increase is not applicable to our U.S. retiree healthcare benefit plan as compensation levels do not impact earned benefits. | |||||||||||||||||||||||||||||||||||
Assumed healthcare cost trend rates for the U.S. retiree healthcare benefit plan as of December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||||||||||||||||||||||||||
Retiree Healthcare | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||||
Assumed healthcare trend rate for next year: | ||||||||||||||||||||||||||||||||||||
Attributed to less than age 65 | 7.6 | % | 7.6 | % | 7.9 | % | ||||||||||||||||||||||||||||||
Attributed to age 65 or greater | 7 | % | 7 | % | 7.2 | % | ||||||||||||||||||||||||||||||
Ultimate trend rate | 4.5 | % | 4.5 | % | 4.5 | % | ||||||||||||||||||||||||||||||
Year in which ultimate trend rate is reached: | ||||||||||||||||||||||||||||||||||||
Attributed to less than age 65 | 2029 | 2029 | 2029 | |||||||||||||||||||||||||||||||||
Attributed to age 65 or greater | 2029 | 2029 | 2029 | |||||||||||||||||||||||||||||||||
Assumed healthcare trend rates could have a significant effect on the amounts reported for retiree healthcare plans. A one percentage point change in the assumed healthcare trend rates for the year ended December 31, 2014 would have the following effect: | ||||||||||||||||||||||||||||||||||||
1 percentage | 1 percentage | |||||||||||||||||||||||||||||||||||
point | point | |||||||||||||||||||||||||||||||||||
increase | decrease | |||||||||||||||||||||||||||||||||||
Effect on total service and interest cost components | $ | 2 | $ | (2 | ) | |||||||||||||||||||||||||||||||
Effect on post-retirement benefit obligations | $ | 46 | $ | (58 | ) | |||||||||||||||||||||||||||||||
The table below outlines the benefits expected to be paid to participants from the plans in each of the following years, which reflect expected future service, as appropriate. The majority of the payments will be paid from plan assets and not company assets. | ||||||||||||||||||||||||||||||||||||
Expected Benefit Payments | U.S. | U.S. | Non-U.S. | |||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | ||||||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||||||||
2015 | $ | 5,939 | $ | 910 | $ | 1,526 | ||||||||||||||||||||||||||||||
2016 | 6,113 | 1,118 | 1,942 | |||||||||||||||||||||||||||||||||
2017 | 6,081 | 1,192 | 2,132 | |||||||||||||||||||||||||||||||||
2018 | 5,746 | 1,237 | 2,228 | |||||||||||||||||||||||||||||||||
2019 | 5,203 | 1,239 | 2,842 | |||||||||||||||||||||||||||||||||
2020- 2024 | 18,255 | 4,239 | 15,402 | |||||||||||||||||||||||||||||||||
Plan Assets | ||||||||||||||||||||||||||||||||||||
We hold assets for our defined benefit plans in the U.S., Japan, the Netherlands, and Belgium. Information about the assets for each of these plans is detailed below. | ||||||||||||||||||||||||||||||||||||
U.S. Plan Assets | ||||||||||||||||||||||||||||||||||||
In 2012, we made the decision to change the target asset allocation of the U.S. defined benefit plan from 51% fixed income and 49% equity to 84% fixed income and 16% equity securities, to better protect the funded status of our U.S. defined benefit plan. To arrive at the targeted asset allocation, we and our investment adviser collaboratively reviewed market opportunities using historic and statistical data, as well as the actuarial valuation for the plan, to ensure that the levels of acceptable return and risk are well-defined and monitored. Currently, we believe that there are no significant concentrations of risk associated with the plan assets. | ||||||||||||||||||||||||||||||||||||
The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2014: | ||||||||||||||||||||||||||||||||||||
Asset Class | Target Allocation | Actual Allocation as of December 31, 2014 | ||||||||||||||||||||||||||||||||||
U.S. large cap equity | 6 | % | 7 | % | ||||||||||||||||||||||||||||||||
U.S. small / mid cap equity | 4 | % | 4 | % | ||||||||||||||||||||||||||||||||
International (non-U.S.) equity | 6 | % | 5 | % | ||||||||||||||||||||||||||||||||
Fixed income (U.S. investment grade) | 82 | % | 82 | % | ||||||||||||||||||||||||||||||||
High-yield fixed income | 1 | % | 1 | % | ||||||||||||||||||||||||||||||||
International (non-U.S.) fixed income | 1 | % | 1 | % | ||||||||||||||||||||||||||||||||
The portfolio is monitored for automatic rebalancing on a monthly basis. | ||||||||||||||||||||||||||||||||||||
The following table presents information about the plan assets measured at fair value as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Asset Class | Quoted | Significant | Significant | Total | Quoted | Significant | Significant | Total | ||||||||||||||||||||||||||||
Prices in | Other | Unobservable | Prices in | Other | Unobservable | |||||||||||||||||||||||||||||||
Active | Observable | Inputs | Active | Observable | Inputs | |||||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | for Identical | (Level 2) | |||||||||||||||||||||||||||||||||
Assets | Assets | |||||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||||||
U.S. large cap equity | $ | 3,869 | $ | — | $ | — | $ | 3,869 | $ | 5,155 | $ | — | $ | — | $ | 5,155 | ||||||||||||||||||||
U.S. small / mid cap equity | 2,204 | — | — | 2,204 | 1,766 | — | — | 1,766 | ||||||||||||||||||||||||||||
International (non-U.S.) equity | 3,273 | — | — | 3,273 | 3,432 | — | — | 3,432 | ||||||||||||||||||||||||||||
Total equity mutual funds | 9,346 | — | — | 9,346 | 10,353 | — | — | 10,353 | ||||||||||||||||||||||||||||
Fixed income (U.S. investment grade) | 47,441 | — | — | 47,441 | 44,185 | — | — | 44,185 | ||||||||||||||||||||||||||||
High-yield fixed income | 836 | — | — | 836 | 841 | — | — | 841 | ||||||||||||||||||||||||||||
International (non-U.S.) fixed income | 534 | — | — | 534 | 554 | — | — | 554 | ||||||||||||||||||||||||||||
Total fixed income mutual funds | 48,811 | — | — | 48,811 | 45,580 | — | — | 45,580 | ||||||||||||||||||||||||||||
Total | $ | 58,157 | $ | — | $ | — | $ | 58,157 | $ | 55,933 | $ | — | $ | — | $ | 55,933 | ||||||||||||||||||||
Investments in mutual funds are based on the publicly-quoted final net asset values on the last business day of the year. | ||||||||||||||||||||||||||||||||||||
Permitted asset classes include U.S. and non-U.S. equity, U.S. and non-U.S. fixed income, and cash and cash equivalents. Fixed income includes both investment grade and non-investment grade. Permitted investment vehicles include mutual funds, individual securities, derivatives, and long-duration fixed income securities. While investment in individual securities, derivatives, long-duration fixed income, and cash and cash equivalents is permitted, the plan did not hold these types of investments as of December 31, 2014 or 2013. | ||||||||||||||||||||||||||||||||||||
Prohibited investments include direct investment in real estate, commodities, unregistered securities, uncovered options, currency exchange, and natural resources (such as timber, oil, and gas). | ||||||||||||||||||||||||||||||||||||
Japan Plan Assets | ||||||||||||||||||||||||||||||||||||
The target asset allocation of the Japan defined benefit plan is 50% equity securities and 50% fixed income securities and cash and cash equivalents, with allowance for a 20% deviation in either direction. We, along with the trustee of the plan's assets, minimize investment risk by thoroughly assessing potential investments based on indicators of historical returns and current ratings. Additionally, investments are diversified by type and geography. | ||||||||||||||||||||||||||||||||||||
The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2014: | ||||||||||||||||||||||||||||||||||||
Asset Class | Target Allocation | Actual Allocation as of December 31, 2014 | ||||||||||||||||||||||||||||||||||
Equity securities | 30%-70% | 50 | % | |||||||||||||||||||||||||||||||||
Fixed income securities and cash and cash equivalents | 30%-70% | 50 | % | |||||||||||||||||||||||||||||||||
The following table presents information about the plan assets measured at fair value as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Asset Class | Quoted | Significant | Significant | Total | Quoted | Significant | Significant | Total | ||||||||||||||||||||||||||||
Prices in | Other | Unobservable | Prices in | Other | Unobservable | |||||||||||||||||||||||||||||||
Active | Observable | Inputs | Active | Observable | Inputs | |||||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | for Identical | (Level 2) | |||||||||||||||||||||||||||||||||
Assets | Assets | |||||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||||||
U.S. equity | $ | 3,365 | $ | — | $ | — | $ | 3,365 | $ | 3,673 | $ | — | $ | — | $ | 3,673 | ||||||||||||||||||||
International (non-U.S.) equity | 9,471 | 1,494 | — | 10,965 | 8,793 | 3,296 | — | 12,089 | ||||||||||||||||||||||||||||
Total equity securities | 12,836 | 1,494 | — | 14,330 | 12,466 | 3,296 | — | 15,762 | ||||||||||||||||||||||||||||
U.S. fixed income | 1,265 | 2,574 | — | 3,839 | 1,278 | 2,220 | — | 3,498 | ||||||||||||||||||||||||||||
International (non-U.S.) fixed income | 9,753 | 286 | — | 10,039 | 10,205 | 890 | — | 11,095 | ||||||||||||||||||||||||||||
Total fixed income securities | 11,018 | 2,860 | — | 13,878 | 11,483 | 3,110 | — | 14,593 | ||||||||||||||||||||||||||||
Cash and cash equivalents | 230 | — | — | 230 | 291 | — | — | 291 | ||||||||||||||||||||||||||||
Total | $ | 24,084 | $ | 4,354 | $ | — | $ | 28,438 | $ | 24,240 | $ | 6,406 | $ | — | $ | 30,646 | ||||||||||||||||||||
The fair value of equity securities and bonds are based on publicly-quoted final stock and bond values on the last business day of the year. | ||||||||||||||||||||||||||||||||||||
Permitted asset classes include equity securities that are traded on the official stock exchange(s) of the respective countries, fixed income securities with certain credit ratings, and cash and cash equivalents. | ||||||||||||||||||||||||||||||||||||
The Netherlands Plan Assets | ||||||||||||||||||||||||||||||||||||
The assets of the Netherlands defined benefit plans are composed of insurance policies. The contributions (or premiums) we pay are used to purchase insurance policies that provide for specific benefit payments to our plan participants. The benefit formula is determined independently by us. On retirement of an individual plan participant, the insurance contracts purchased are converted to provide specific benefits for the participant. The contributions paid by us are commingled with contributions paid to the insurance provider by other employers for investment purposes and to reduce costs of plan administration. The Netherlands' defined benefit plans are not multi-employer plans. | ||||||||||||||||||||||||||||||||||||
The following tables present information about the plans’ assets measured at fair value as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Asset Class | Quoted | Significant | Significant | Total | Quoted | Significant | Significant | Total | ||||||||||||||||||||||||||||
Prices in | Other | Unobservable | Prices in | Other | Unobservable | |||||||||||||||||||||||||||||||
Active | Observable | Inputs | Active | Observable | Inputs | |||||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | for Identical | (Level 2) | |||||||||||||||||||||||||||||||||
Assets | Assets | |||||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||||||
Other (insurance policies) | $ | — | $ | — | $ | 6,544 | $ | 6,544 | $ | — | $ | — | $ | 4,463 | $ | 4,463 | ||||||||||||||||||||
Total | $ | — | $ | — | $ | 6,544 | $ | 6,544 | $ | — | $ | — | $ | 4,463 | $ | 4,463 | ||||||||||||||||||||
The following table outlines the rollforward of the Netherlands plan Level 3 assets for the years ended December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||||||
Fair value measurement using | ||||||||||||||||||||||||||||||||||||
significant unobservable | ||||||||||||||||||||||||||||||||||||
inputs (Level 3) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 5,973 | ||||||||||||||||||||||||||||||||||
Actual return on plan assets still held at reporting date | (2,647 | ) | ||||||||||||||||||||||||||||||||||
Purchases, sales, settlements, and exchange rate changes | 1,137 | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | 4,463 | |||||||||||||||||||||||||||||||||||
Actual return on plan assets still held at reporting date | 2,159 | |||||||||||||||||||||||||||||||||||
Purchases, sales, settlements, and exchange rate changes | (78 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 6,544 | ||||||||||||||||||||||||||||||||||
The fair value of the insurance contracts are measured based on the future benefit payments that would be made by the insurance company to vested plan participants if we were to switch to another insurance company without actually surrendering our policy. In this case, the insurance company would guarantee to pay the vested benefits at retirement accrued under the plan based on current salaries and service to date (i.e., no allowance for future salary increases or pension increases). The cash flows of the future benefit payments are discounted using the same discount rate as is used to value the defined benefit plan liabilities. | ||||||||||||||||||||||||||||||||||||
Belgium Plan Assets | ||||||||||||||||||||||||||||||||||||
The assets of the Belgium defined benefit plan are composed of insurance policies. As of December 31, 2014 and 2013 the fair value of these plan assets was $0.7 million and $0.6 million, respectively, and are considered to be Level 3 financial instruments. |
ShareBased_Payment_Plans
Share-Based Payment Plans | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Share-Based Payment Plans | Share-Based Payment Plans | |||||||||||||
In connection with the completion of our IPO, we adopted the Sensata Technologies Holding N.V. 2010 Employee Stock Purchase Plan (the “2010 Stock Purchase Plan”) and the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the “2010 Equity Incentive Plan”). The purpose of the 2010 Stock Purchase Plan is to provide an incentive for our present and future eligible employees to purchase our ordinary shares and acquire a proprietary interest in us. The purpose of the 2010 Equity Incentive Plan is to promote long-term growth and profitability by providing our present and future eligible directors, officers, employees, consultants, and advisors with incentives to contribute to, and participate in, our success. | ||||||||||||||
We have implemented management compensation plans to align compensation for certain key executives with our performance. The objective of the plans is to promote our long-term growth and profitability, along with that of our subsidiaries, by providing those persons who are involved in our successes with an opportunity to acquire an ownership interest in us. The following plans established prior to our IPO are still in effect and are: (i) the First Amended and Restated Sensata Technologies Holding B.V. 2006 Management Option Plan (the “2006 Stock Option Plan”), which replaced the Sensata Technologies Holding B.V. 2006 Management Option Plan; and (ii) the First Amended and Restated 2006 Management Securities Purchase Plan (the “Restricted Stock Plan”), which replaced the Sensata Technologies Holding B.V. 2006 Management Securities Purchase Plan. | ||||||||||||||
On May 22, 2013, our shareholders approved an amendment to the 2010 Equity Incentive Plan to increase the number of ordinary shares authorized for issuance under the 2010 Equity Incentive Plan by 5.0 million ordinary shares to a total of 10.0 million ordinary shares. A summary of the ordinary shares authorized and available under each of our outstanding equity plans as of December 31, 2014 is presented below: | ||||||||||||||
Shares Authorized | Shares Available | |||||||||||||
2010 Equity Incentive Plan | 10,000 | 5,984 | ||||||||||||
2010 Stock Purchase Plan | 500 | 470 | ||||||||||||
We have no intention to issue shares from either the 2006 Stock Option Plan or the Restricted Stock Plan in the future. | ||||||||||||||
Options | ||||||||||||||
A summary of stock option activity for the years ended December 31, 2014, 2013, and 2012 is presented in the table below (amounts have been calculated based on unrounded shares): | ||||||||||||||
Stock Options | Weighted-Average | Weighted-Average | Aggregate | |||||||||||
Exercise Price Per Option | Remaining | Intrinsic Value | ||||||||||||
Contractual Term | ||||||||||||||
(in years) | ||||||||||||||
Options | ||||||||||||||
Balance at December 31, 2011 | 8,025 | $ | 12.05 | 5.8 | $ | 121,095 | ||||||||
Granted | 1,301 | 32.09 | ||||||||||||
Forfeited | (502 | ) | 29.79 | |||||||||||
Exercised | (1,948 | ) | 8.34 | 44,943 | ||||||||||
Balance at December 31, 2012 | 6,876 | 15.6 | 5.6 | 118,660 | ||||||||||
Granted | 887 | 32.97 | ||||||||||||
Forfeited and expired | (147 | ) | 26.29 | |||||||||||
Exercised | (2,474 | ) | 8.39 | 68,291 | ||||||||||
Balance at December 31, 2013 | 5,142 | 21.75 | 7.8 | 87,506 | ||||||||||
Granted | 767 | 43.61 | ||||||||||||
Forfeited and expired | (231 | ) | 35.6 | |||||||||||
Exercised | (1,589 | ) | 15.42 | 47,372 | ||||||||||
Balance at December 31, 2014 | 4,089 | 27.53 | 6.3 | 101,705 | ||||||||||
Options vested and exercisable as of December 31, 2014 | 2,575 | 21.33 | 5 | 80,018 | ||||||||||
Vested and expected to vest as of December 31, 2014(1) | 4,000 | 27.29 | 6.2 | 100,463 | ||||||||||
__________________ | ||||||||||||||
(1) | Consists of vested options and unvested options that are expected to vest. The expected to vest options are determined by applying the forfeiture rate assumption, adjusted for cumulative actual forfeitures, to total unvested options. | |||||||||||||
A summary of the status of our unvested options as of December 31, 2014 and of the changes during the year then ended is presented in the table below (amounts have been calculated based on unrounded shares): | ||||||||||||||
Stock Options | Weighted-Average Grant-Date Fair Value | |||||||||||||
Unvested as of December 31, 2013 | 1,713 | $ | 10.38 | |||||||||||
Granted during the year | 767 | $ | 14.33 | |||||||||||
Vested during the year | (749 | ) | $ | 9.94 | ||||||||||
Forfeited during the year | (217 | ) | $ | 11.68 | ||||||||||
Unvested as of December 31, 2014 | 1,514 | $ | 12.41 | |||||||||||
The fair value of stock options that vested during the years ended December 31, 2014, 2013, and 2012 was $7.4 million, $6.7 million, and $11.0 million respectively. | ||||||||||||||
Options granted in 2009 and prior vest ratably over a period of 5 years. Vesting occurs provided the participant of the option plan is continuously employed by us or any of our subsidiaries, and options vest immediately upon a change-in-control transaction under which (i) the investor group disposes of or sells more than 50% of the total voting power or economic interest in us to no or more independent third parties and (ii) disposes of or sells all or substantially all of our assets. Beginning in 2010, options granted to employees under the 2010 Equity Incentive Plan vest 25% per year over four years from the date of grant and do not include the same change-in-control provisions as options granted in 2009. Options granted to directors under the 2010 Equity Incentive Plan vest after one year. | ||||||||||||||
We recognize compensation expense for options on a straight-line basis over the requisite service period, which is generally the same as the vesting period. The options expire 10 years from the date of grant. Except as otherwise provided in specific option award agreements, if a participant ceases to be employed by us for any reason, options not yet vested expire at the termination date, and options that are fully vested expire 60 days after termination of the participant’s employment for any reason other than termination for cause (in which case the options expire on the participant’s termination date) or due to death or disability (in which case the options expire six months after the participant’s termination date). | ||||||||||||||
The weighted-average grant-date fair value per option granted during the years ended December 31, 2014, 2013, and 2012 was $14.33, $10.37, and $10.72, respectively. The fair value of options was estimated on the date of grant using the Black-Scholes-Merton option-pricing model. See Note 2, "Significant Accounting Policies," for further discussion of how we estimate the fair value of options. The weighted-average key assumptions used in estimating the grant-date fair value of the options are as follows: | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | ||||||||
Expected volatility | 30 | % | 30 | % | 30 | % | ||||||||
Risk-free interest rate | 2 | % | 1.1 | % | 1.88 | % | ||||||||
Expected term (years) | 5.9 | 6.1 | 6.3 | |||||||||||
Fair value per share of underlying ordinary shares | $ | 43.61 | $ | 32.97 | $ | 32.09 | ||||||||
We granted 96, 120, and 116 options to our directors under the 2010 Equity Incentive Plan in 2014, 2013, and 2012, respectively. These options vest after one year and are not subject to performance conditions. The weighted-average grant date fair value per option was $13.99, $10.25, and $9.31, respectively. | ||||||||||||||
Restricted Securities | ||||||||||||||
We grant restricted securities that include performance conditions. The performance based restricted securities generally cliff vest three years after the grant date. The number of 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. We also grant non-performance based restricted securities that cliff vest over various lengths of time ranging from 3 to 4 years, and others that vest 25% per year over four years. See Note 2, "Significant Accounting Policies," for discussion of how we estimate the fair value of restricted securities. | ||||||||||||||
A summary of performance based restricted securities granted in the past three years is presented below: | ||||||||||||||
Year ended December 31, | Performance Restricted Securities Granted | Weighted-Average | ||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
2012 | 192 | $ | 32.11 | |||||||||||
2013 | 122 | $ | 32.7 | |||||||||||
2014 | 110 | $ | 43.48 | |||||||||||
As of December 31, 2014, the performance conditions for securities granted in 2012 were deemed not probable of occurring. Therefore, no cumulative compensation expense has been recorded for these awards over the period since their grant. | ||||||||||||||
As of December 31, 2014, we considered it probable that the performance conditions associated with the securities granted in 2013 and 2014 will be met. | ||||||||||||||
In addition, in 2014, 2013, and 2012 we granted 155, 124, and 147 restricted securities, respectively, for which there is no performance condition, to certain of our employees under the 2010 Equity Incentive Plan. The weighted-average grant date fair value of these securities was $44.52, $32.87, and $27.58, respectively. | ||||||||||||||
A summary of the unvested restricted securities (both service and performance based) activity for 2014, 2013, and 2012 is presented in the table below (amounts have been calculated based on unrounded shares): | ||||||||||||||
Restricted Securities | Weighted-Average | |||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Balance at December 31, 2011 | 390 | $ | 23.47 | |||||||||||
Granted | 339 | 30.15 | ||||||||||||
Forfeited | (131 | ) | 30.33 | |||||||||||
Vested | (110 | ) | 17.72 | |||||||||||
Balance at December 31, 2012 | 489 | 27.64 | ||||||||||||
Granted | 246 | 32.79 | ||||||||||||
Forfeited | (41 | ) | 26.43 | |||||||||||
Vested | (64 | ) | 18.32 | |||||||||||
Balance at December 31, 2013 | 629 | 30.84 | ||||||||||||
Granted | 265 | 44.09 | ||||||||||||
Forfeited | (172 | ) | 34.87 | |||||||||||
Vested | (65 | ) | 21.32 | |||||||||||
Balance at December 31, 2014 | 656 | $ | 36.06 | |||||||||||
Aggregate intrinsic value information for restricted securities as of December 31, 2014, 2013, and 2012 is presented below: | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Outstanding | $ | 34,404 | $ | 24,390 | $ | 15,868 | ||||||||
Expected to vest | $ | 26,982 | $ | 14,670 | $ | 9,172 | ||||||||
The expected to vest restricted securities are calculated by considering our assessment of the probability of meeting the required performance conditions and/or by applying a forfeiture rate assumption to the balance of the unvested restricted securities. | ||||||||||||||
The weighted-average remaining periods over which the restrictions will lapse, expressed in years, as of December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Outstanding | 1.5 | 1.5 | 1.9 | |||||||||||
Expected to vest | 1.7 | 2 | 2.3 | |||||||||||
Share-Based Compensation Expense | ||||||||||||||
The table below presents non-cash compensation expense related to our equity awards: | ||||||||||||||
For the year ended | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Options | $ | 7,685 | $ | 6,790 | $ | 11,777 | ||||||||
Restricted securities | 5,300 | 2,177 | 2,937 | |||||||||||
Total share-based compensation expense | $ | 12,985 | $ | 8,967 | $ | 14,714 | ||||||||
This compensation expense is recorded within SG&A expense in the consolidated statements of operations during the identified periods, with the exception of the amount recognized related to the amendment of the share-based compensation awards of our former Chief Executive Officer, as discussed below. We did not recognize a tax benefit associated with these expenses and capitalized an additional $0.1 million as an asset in the year ended December 31, 2014. | ||||||||||||||
During the year ended December 31, 2012, in connection with the retirement of our former Chief Executive Officer, we entered into an amendment of outstanding equity awards. Pursuant to the amendment, our former Chief Executive Officer's outstanding equity awards were amended as follows: (i) all of his outstanding unvested stock options fully vested in December 2012; (ii) all outstanding stock options that vested as of December 31, 2012 will remain exercisable until ten years from the date of original grant, subject to certain exceptions set forth in the amendment; (iii) unvested restricted stock that was subject only to time-based vesting fully vested in December 2012; and (iv) the condition in his restricted stock grant and award agreements that he remain employed until a specified date was waived and all outstanding restricted stock subject to performance-based vesting will remain subject to the performance vesting conditions set forth in the applicable grant and award agreement. As a result of the modification, we recorded a non-cash charge of $6.4 million, which was classified within the Restructuring and special charges line of our consolidated statement of operations for the year ended December 31, 2012. | ||||||||||||||
The table below presents unrecognized compensation expense at December 31, 2014 for each class of award, and the remaining expected term for this expense to be recognized: | ||||||||||||||
Unrecognized compensation expense | Expected | |||||||||||||
recognition (years) | ||||||||||||||
Options | $ | 13,055 | 2.5 | |||||||||||
Restricted securities | 12,417 | 1.9 | ||||||||||||
Total unrecognized compensation expense | $ | 25,472 | ||||||||||||
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||
Shareholders' Equity | Shareholders’ Equity | ||||||||||||||||||||||||
On March 16, 2010, we completed an IPO of our ordinary shares. Subsequent to our IPO, we have completed various secondary public offerings of our ordinary shares. Our former principal shareholder, Sensata Investment Company S.C.A. ("SCA"), and certain members of management participated in the secondary offerings. The share capital of SCA is owned by entities associated with Bain Capital Partners, LLC (“Bain Capital”), a leading global private investment firm, co-investors (Bain Capital and co-investors are collectively referred to as the “Sponsors”), and certain members of our senior management. As of December 31, 2014, SCA no longer owned any of our outstanding ordinary shares. | |||||||||||||||||||||||||
The following table summarizes the details of our IPO and secondary offerings: | |||||||||||||||||||||||||
Date of Completion | Ordinary shares sold by us | Ordinary shares sold by our existing shareholders and employees | Offering price per share | Net proceeds received (1) | |||||||||||||||||||||
IPO | 16-Mar-10 | 26,316 | 5,284 | $ | 18 | $ | 436,053 | ||||||||||||||||||
Over-allotment (2) | 14-Apr-10 | — | 4,740 | $ | 18 | $ | 2,515 | ||||||||||||||||||
Secondary public offering (2) | 17-Nov-10 | — | 23,000 | $ | 24.1 | $ | 3,696 | ||||||||||||||||||
Secondary public offering | 24-Feb-11 | — | 20,000 | $ | 33.15 | $ | 2,137 | ||||||||||||||||||
Over-allotment (2) | 2-Mar-11 | — | 3,000 | $ | 33.15 | $ | 261 | ||||||||||||||||||
Secondary public offering | 17-Dec-12 | — | 10,000 | $ | 29.95 | $ | 2,384 | ||||||||||||||||||
Secondary public offering | 19-Feb-13 | — | 15,000 | $ | 33.2 | $ | — | ||||||||||||||||||
Secondary public offering | 28-May-13 | — | 12,500 | $ | 35.95 | $ | — | ||||||||||||||||||
Secondary public offering | 6-Dec-13 | — | 15,500 | $ | 38.25 | $ | — | ||||||||||||||||||
Secondary public offering | 27-May-14 | — | 11,500 | $ | 42.42 | $ | — | ||||||||||||||||||
Secondary public offering | 10-Sep-14 | — | 15,051 | $ | 47.3 | $ | — | ||||||||||||||||||
(1) The proceeds received by us, which include proceeds received from the exercise of stock options, are net of underwriters' discounts and commissions and offering expenses. | |||||||||||||||||||||||||
(2) Represents or includes shares exercised by the underwriters' option to purchase additional shares from the selling shareholders. | |||||||||||||||||||||||||
Our authorized share capital consists of 400.0 million ordinary shares with a nominal value of €0.01 per share, of which 178.4 million ordinary shares were issued and 169.3 million were outstanding as of December 31, 2014. This excludes 0.7 million unvested restricted securities. We also have authorized 400.0 million preference shares with a nominal value of €0.01 per share, none of which are issued or outstanding. See Note 11, "Share-Based Payment Plans," for awards available for grant under our outstanding equity plans. | |||||||||||||||||||||||||
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. Refer to the Capital Resources section of Item 7, "Management's Discussion and Analysis of Financial Conditions and Results of Operations," included elsewhere in this Annual Report on Form 10-K for further discussion of the terms of this program. During 2014, 2013, and 2012 we repurchased 4.3 million, 8.6 million, and 0.5 million ordinary shares, respectively, for an aggregate purchase price of approximately $181.8 million, $305.1 million, and $15.2 million, respectively, at an average price of $42.22, $35.55, and $29.75 per ordinary share, respectively. Of the ordinary shares repurchased in 2014 and 2013, 4.0 million and 4.5 million, respectively, were repurchased from SCA in private, non-underwritten transactions, concurrent with the closing of the May 2014 and December 2013 secondary offerings, respectively, at $42.42 and $38.25 per ordinary share, respectively, which, in each case, was equal to the price paid by the underwriters. | |||||||||||||||||||||||||
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. When shares are reissued, we determine the cost using the FIFO method. During 2014, 2013, and 2012 we issued 1.6 million, 2.5 million, and 0.1 million ordinary shares held in treasury, respectively, as part of our share-based compensation programs and employee stock purchase plan. In connection with our treasury share reissuances, in 2014, 2013, and 2012, we recognized losses of $28.7 million, $59.5 million, and $2.7 million, that were recorded in Retained earnings/(accumulated deficit). | |||||||||||||||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
The components of Accumulated other comprehensive loss were as follows: | |||||||||||||||||||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
Balance at December 31, 2011 | $ | (3,127 | ) | $ | (20,097 | ) | $ | (23,224 | ) | ||||||||||||||||
Pre-tax current period change | (3,151 | ) | (14,330 | ) | (17,481 | ) | |||||||||||||||||||
Income tax benefit/(expense) | 1,483 | (184 | ) | 1,299 | |||||||||||||||||||||
Balance at December 31, 2012 | (4,795 | ) | (34,611 | ) | (39,406 | ) | |||||||||||||||||||
Pre-tax current period change | (3,756 | ) | 14,621 | 10,865 | |||||||||||||||||||||
Income tax benefit/(expense) | 939 | (5,505 | ) | (4,566 | ) | ||||||||||||||||||||
Balance at December 31, 2013 | (7,612 | ) | (25,495 | ) | (33,107 | ) | |||||||||||||||||||
Pre-tax current period change | 34,521 | (4,667 | ) | 29,854 | |||||||||||||||||||||
Income tax (expense)/benefit | (9,331 | ) | 836 | (8,495 | ) | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 17,578 | $ | (29,326 | ) | $ | (11,748 | ) | |||||||||||||||||
The details of the components of Other comprehensive income/(loss), net of tax, for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | ||||||||||||||||||||||||
Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Change in Accumulated Other Comprehensive Loss | Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Change in Accumulated Other Comprehensive Loss | ||||||||||||||||||||
Other comprehensive income/(loss) before reclassifications | $ | 25,014 | $ | (3,456 | ) | $ | 21,558 | $ | (4,767 | ) | 7,405 | $ | 2,638 | ||||||||||||
Amounts reclassified from Accumulated other comprehensive loss | 176 | (375 | ) | (199 | ) | 1,950 | 1,711 | 3,661 | |||||||||||||||||
Net current period other comprehensive income/(loss) | $ | 25,190 | $ | (3,831 | ) | $ | 21,359 | $ | (2,817 | ) | $ | 9,116 | $ | 6,299 | |||||||||||
The details about the amounts reclassified from Accumulated other comprehensive loss for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
Component | Year Ended December 31, | Year Ended December 31, | Affected Line in Consolidated Statements of Operations | ||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||||||||||||||
Interest rate caps | $ | 972 | $ | 1,063 | Interest expense (1) | ||||||||||||||||||||
Interest rate caps | — | 1,097 | Other, net (1) | ||||||||||||||||||||||
Foreign currency forward contracts | 334 | 2,206 | Net revenue (1) | ||||||||||||||||||||||
Foreign currency forward contracts | (1,070 | ) | (1,766 | ) | Cost of revenue (1) | ||||||||||||||||||||
236 | 2,600 | Total before tax | |||||||||||||||||||||||
(60 | ) | (650 | ) | Benefit from income taxes | |||||||||||||||||||||
$ | 176 | $ | 1,950 | Net of tax | |||||||||||||||||||||
Defined benefit and retiree healthcare plans | $ | (361 | ) | $ | 2,651 | Various (2) | |||||||||||||||||||
(14 | ) | (940 | ) | Benefit from income taxes | |||||||||||||||||||||
$ | (375 | ) | $ | 1,711 | Net of tax | ||||||||||||||||||||
-1 | See Note 16, "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 consolidated statements of operations. These amounts reclassified are included in the computation of net periodic benefit cost. See Note 10, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Related Party Transactions | Related Party Transactions | |||||||
Effective September 10, 2014, SCA sold its remaining shares in the Company, and was no longer a related party as of that date. The transactions below represent transactions that occurred prior to that date. | ||||||||
The table below presents related party transactions recognized during the identified periods. | ||||||||
Administrative Services Agreement | Legal Services | |||||||
Charges recognized in SG&A expense | ||||||||
2014 | $ | — | $ | 260 | ||||
2013 | $ | (281 | ) | $ | 1,022 | |||
2012 | $ | 177 | $ | 835 | ||||
Payments made related to charges recognized in SG&A expense | ||||||||
2014 | $ | — | $ | 512 | ||||
2013 | $ | — | $ | 1,256 | ||||
2012 | $ | 385 | $ | 1,030 | ||||
Administrative Services Agreement | ||||||||
In 2009, we entered into a fee for service arrangement with SCA for ongoing consulting, management advisory, and other services (the “Administrative Services Agreement”), effective January 1, 2008. Expenses related to this arrangement were recorded in SG&A expense. On May 10, 2013, the Administrative Services Agreement was terminated upon a mutual agreement between us and SCA. As of December 31, 2014 and 2013, we did not record any amounts due to SCA under this agreement. | ||||||||
Financing and Secondary Transactions | ||||||||
During the time SCA was one of our shareholders, we utilized one of SCA’s shareholders for legal services. Costs related to such legal services are recorded in SG&A expense. During the year ended December 31, 2013, we recorded $0.4 million for legal services provided by this shareholder in connection with our refinancing transactions, of which $0.3 million was paid during the year ended December 31, 2013 and $0.1 million was paid during the year ended December 31, 2014. These amounts are not reflected in the table above. During the year ended December 31, 2014, we did not record any expense related to these legal services. | ||||||||
As of December 31, 2014 and 2013, we had an amount due to this shareholder of $0.3 million and $0.7 million, respectively, related to secondary offerings and other matters. | ||||||||
Cross License Agreement | ||||||||
In connection with the 2006 Acquisition, we entered into a perpetual, royalty-free cross license agreement with TI (the “Cross License Agreement”). Under the Cross License Agreement, the parties grant each other a license to use certain technology used in connection with the other party’s business. | ||||||||
Share Repurchase | ||||||||
We repurchased 4.0 million ordinary shares from SCA concurrent with the closing of the May 2014 secondary offering. The share repurchase was effected in a private, non-underwritten transaction at a price per ordinary share of $42.42, which was equal to the price paid by the underwriters. | ||||||||
We repurchased 4.5 million ordinary shares from SCA concurrent with the closing of the December 2013 secondary offering. The share repurchase was effected in a private, non-underwritten transaction at a price per ordinary share of $38.25, which was equal to the price paid by the underwriters. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||||||
Future minimum payments for capital leases, other financing obligations, and non-cancelable operating leases in effect as of December 31, 2014 are as follows: | ||||||||||||||||
Future Minimum Payments | ||||||||||||||||
Capital | Other Financing | Operating | Total | |||||||||||||
Leases | Arrangements | Leases | ||||||||||||||
For the year ending December 31, | ||||||||||||||||
2015 | $ | 4,548 | $ | 2,239 | $ | 9,783 | $ | 16,570 | ||||||||
2016 | 4,540 | 2,239 | 8,289 | 15,068 | ||||||||||||
2017 | 4,419 | 2,739 | 6,762 | 13,920 | ||||||||||||
2018 | 4,455 | 10,474 | 5,141 | 20,070 | ||||||||||||
2019 | 4,491 | 2,000 | 2,862 | 9,353 | ||||||||||||
2020 and thereafter | 29,068 | — | 8,878 | 37,946 | ||||||||||||
Net minimum rentals | 51,521 | 19,691 | 41,715 | 112,927 | ||||||||||||
Less: interest portion | (19,375 | ) | (3,650 | ) | — | (23,025 | ) | |||||||||
Present value of future minimum rentals | $ | 32,146 | $ | 16,041 | $ | 41,715 | $ | 89,902 | ||||||||
Non-cancelable purchase agreements exist with various suppliers, primarily for services such as information technology support. The terms of these agreements are fixed and determinable. As of December 31, 2014, we had the following purchase commitments: | ||||||||||||||||
Purchase | ||||||||||||||||
Commitments | ||||||||||||||||
For the year ending December 31, | ||||||||||||||||
2015 | $ | 32,335 | ||||||||||||||
2016 | 11,955 | |||||||||||||||
2017 | 6,654 | |||||||||||||||
2018 | 2,990 | |||||||||||||||
2019 | 960 | |||||||||||||||
2020 and thereafter | 48 | |||||||||||||||
Total | $ | 54,942 | ||||||||||||||
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 2006 Acquisition, we entered into customary indemnification agreements with the Sponsors pursuant to which we agreed to indemnify them, 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 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 the 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 2006 Acquisition (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 December 31, 2014 or 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 certain remediation costs 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. A best estimate amount may be 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 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. | ||||||||||||||||
As of December 31, 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 September 30, 2014. We do not believe that aggregate TI and Sensata costs will exceed $300.0 million. | ||||||||||||||||
SGL Italia: Our subsidiaries, STBV 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 reviewed this report at a hearing held in November 2014. On December 4, 2014, the court issued an order finding Sensata 30% to 40% responsible, and has set a hearing date of March 5, 2015 at which it will appoint an independent accounting expert to review the cost data and subsequently issue a report. We believe that a loss is probable. As of December 31, 2014, we have recorded an accrual of $0.3 million, which represents the low end of the estimated range of loss. | ||||||||||||||||
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 December 31, 2014, we have recorded an accrual of $0.9 million, representing our best estimate of the potential loss. | ||||||||||||||||
U.S. Automaker: A U.S. automaker has alleged non-safety related defects in certain of our sensor products installed in its vehicles from 2009 through 2011. In January 2015, the customer informed us that future repairs will involve up to 150,000 vehicles over an estimated ten year period, and that they will seek reimbursement of these costs (or a portion thereof). The estimated future costs are undetermined at this time. We are contesting the customer's allegations and do not believe a loss is probable. Accordingly, as of December 31, 2014, we have not recorded an accrual for this claim. | ||||||||||||||||
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 ("KIPT") 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), a process that could take between six and twelve months. The Seoul High Court has set a first hearing on the appeal for March 10, 2015. Additionally, the KIPT proceeding, which has been dormant, has a hearing scheduled for February 12, 2015. 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 by Yukwang. We do not believe that a loss is probable, and as of December 31, 2014, we have not recorded an accrual for these matters. | ||||||||||||||||
Brazil Local Tax: Schrader International Brasil Ltda. is involved in litigation with the Tax Department of the State of São Paulo, Brazil (the “São Paulo Tax Department”), which is claiming underpayment of state taxes. The total amount claimed is approximately $25.0 million, which includes penalties and interest. It is our understanding that the courts have denied the São Paulo Tax Department’s claim, a decision which has been appealed. Although we do not believe that a loss is probable in this matter, Schrader International Brasil Ltda. has been requested to pledge certain of its assets as collateral for the disputed amount while the case is heard. Certain of our subsidiaries have been indemnified by Tomkins Limited (a previous owner of Schrader) for any potential loss relating to this issue, and Tomkins Limited is responsible for and is currently managing the defense of this matter. As of December 31, 2014, we have not recorded an accrual for this matter. | ||||||||||||||||
Bridgestone: On May 2, 2013, Bridgestone Americas Tire Operations, LLC (“Bridgestone”) filed a lawsuit, Bridgestone Americas Tire Operations, LLC v. Schrader-Bridgestone International, Inc., Case No. 1:13-cv-00763, in the U.S. District Court for the District of Delaware, alleging that Schrader-Bridgeport International, Inc. d/b/a Schrader International, Inc., Schrader Electronics Ltd., and Schrader Electronics, Inc. (collectively, “Schrader Electronics”) infringed on certain of its patents (U.S. Patent Numbers 5,562,787, 6,630,885, and 7,161,476) concerning original equipment and original equipment replacement TPMS. Bridgestone is seeking a permanent injunction preventing Schrader Electronics from making, using, importing, offering to sell, or selling any devices that infringe or contribute to the infringement of any claim of the asserted patents, or from inducing others to infringe any claim of the asserted patents; judgment for money damages, interest, costs, and other damages; and the award of a compulsory ongoing licensing fee. This case is in discovery, with a claim construction hearing having been held in December 2014, close of expert discovery scheduled for March 25, 2015, and a trial scheduled for June 1, 2015. Bridgestone has also filed a patent infringement lawsuit in Germany, Bridgestone Americas Tire Operations LLC v. Schrader International Inc., District Court Munich I, alleging that Schrader Electronics’ TPMS products sold in Germany are infringing on one of its German counterparts’ patents (the German part of European Patent Office patent No. 1309460 B1). On July 12, 2014, the German court rendered a judgment in favor of Bridgestone on the issue of infringement. We are filing an appeal of this decision. We have also filed a nullity action in the German patent court seeking a finding of invalidity of the patent. A hearing on that matter is expected in 2015. Bridgestone is asserting damages related to these various matters in excess of $45.0 million. We do not believe that a loss is probable, and as of December 31, 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 accompanying consolidated financial statements. | ||||||||||||||||
Matters Resolved During 2014 | ||||||||||||||||
Romans vs. Ford: 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. | ||||||||||||||||
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. | ||||||||||||||||
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. |
Fair_Value_Measures
Fair Value Measures | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Fair Value Measures | Fair Value Measures | |||||||||||||||||||||||||||||||
Our assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC 820. 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 December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fell: | ||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Quoted Prices in | Significant | Significant | Total | Quoted Prices in | Significant | Significant | Total | |||||||||||||||||||||||||
Active Markets | Other | Unobservable | Active Markets | Other | Unobservable | |||||||||||||||||||||||||||
for | Observable | Inputs | for | Observable | Inputs | |||||||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | Identical Assets | Inputs | (Level 3) | |||||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 1) | (Level 2) | |||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 31,785 | $ | — | $ | 31,785 | $ | — | $ | 1,863 | $ | — | $ | 1,863 | ||||||||||||||||
Commodity forward contracts | — | 114 | — | 114 | — | 151 | — | 151 | ||||||||||||||||||||||||
Total | $ | — | $ | 31,899 | $ | — | $ | 31,899 | $ | — | $ | 2,014 | $ | — | $ | 2,014 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 9,656 | $ | — | $ | 9,656 | $ | — | $ | 11,875 | $ | — | $11,875 | |||||||||||||||||
Commodity forward contracts | — | 11,975 | — | 11,975 | — | 13,229 | — | 13,229 | ||||||||||||||||||||||||
Total | $ | — | $ | 21,631 | $ | — | $ | 21,631 | $ | — | $ | 25,104 | $ | — | $25,104 | |||||||||||||||||
See Note 2, "Significant Accounting Policies," under the caption "Financial Instruments," for discussion of how we estimate the fair value of our financial instruments. See Note 16, "Derivative Instruments and Hedging Activities," for specific contractual terms utilized as inputs in determining fair value and a discussion of the nature of the risks being mitigated by these instruments. | ||||||||||||||||||||||||||||||||
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 December 31, 2014 and 2013, we have 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 derivatives 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, 2014, we evaluated our goodwill for impairment using the qualitative method. Refer to Critical Accounting Policies in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this Annual Report on Form 10-K for further discussion of this process. Based on this analysis, we determined that it was more likely than not that the fair values of each of our reporting units were greater than their net book values at that date. | ||||||||||||||||||||||||||||||||
As of October 1, 2014, we evaluated our indefinite-lived intangible assets for impairment (using the quantitative method) and determined that the fair values of our indefinite-lived intangible assets exceeded their carrying values on that date. | ||||||||||||||||||||||||||||||||
As of December 31, 2014, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or indefinite-lived intangible assets. | ||||||||||||||||||||||||||||||||
When determining fair value using the quantitative method, 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. See Note 3, "Property, Plant and Equipment," for details of fair value measurements of assets held for sale. | ||||||||||||||||||||||||||||||||
Refer to Note 6, "Acquisitions," for discussion of fair value measurements related to acquisitions that occurred during the year ended December 31, 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 consolidated balance sheets as of December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||
December 31, 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 | ||||||||||||||||||||||||||||||||
Original Term Loan | $ | 469,308 | $ | — | $ | 466,966 | $ | — | $ | 474,062 | $ | — | $ | 475,016 | $ | — | ||||||||||||||||
Incremental Term Loan | $ | 598,500 | $ | — | $ | 595,534 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
6.5% Senior Notes | $ | 700,000 | $ | — | $ | 730,660 | $ | — | $ | 700,000 | $ | — | $ | 752,500 | $ | — | ||||||||||||||||
4.875% Senior Notes | $ | 500,000 | $ | — | $ | 495,650 | $ | — | $ | 500,000 | $ | — | $ | 472,500 | $ | — | ||||||||||||||||
5.625% Senior Notes | $ | 400,000 | $ | — | $ | 415,000 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Revolving Credit Facility | $ | 130,000 | $ | — | $ | 128,250 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Other debt | $ | 2,153 | $ | — | $ | 2,153 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
(1) The carrying value is presented excluding discount. | ||||||||||||||||||||||||||||||||
The fair values of the Term Loans and the 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 | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities | |||||||||||||||||||
As required by 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 the 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. We do not currently utilize fair value hedges or 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. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in the consolidated statements of operations. Specific information about the valuations of derivatives is described in Note 2, "Significant Accounting Policies," and classification of derivatives in the fair value hierarchy is described in Note 15, “Fair Value Measures.” | ||||||||||||||||||||
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. | ||||||||||||||||||||
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, 2014, we had posted no cash collateral, compared to $0.4 million of cash collateral posted as of December 31, 2013. | ||||||||||||||||||||
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 the Original Term Loan, matured. As a result, as of December 31, 2014, we have no outstanding interest rate derivatives. | ||||||||||||||||||||
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 years ended December 31, 2014, 2013, and 2012, 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. | ||||||||||||||||||||
For the year ended December 31, 2014, we recorded no ineffectiveness in earnings and no amounts were excluded from the assessment of effectiveness. For the years ended December 31, 2013 and 2012, the ineffective portion of the changes in the fair value of these derivatives recognized directly in earnings was not material 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. As of December 31, 2014, no amount remained in Accumulated other comprehensive loss. | ||||||||||||||||||||
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. | ||||||||||||||||||||
For each of the years ended December 31, 2014, 2013, and 2012, the ineffective portion of the changes in the fair value of these derivatives that was recognized directly in earnings was not material and no amounts were excluded from the assessment of effectiveness. As of December 31, 2014, we estimate that $22.1 million in net gains will be reclassified from Accumulated other comprehensive loss to earnings during the twelve months ending December 31, 2015. | ||||||||||||||||||||
As of December 31, 2014, we had the following outstanding foreign currency forward contracts: | ||||||||||||||||||||
Notional | Effective Date | Maturity Date | Index | Weighted Average Strike Rate | Hedge Designation | |||||||||||||||
(in millions) | ||||||||||||||||||||
287.8 EUR | Various from October 2013 to December 2014 | Various from February 2015 to November 2016 | Euro to U.S. Dollar Exchange Rate | 1.31 USD | Designated | |||||||||||||||
58.1 EUR | Various from October 2013 to December 2014 | 30-Jan-15 | Euro to U.S. Dollar Exchange Rate | 1.25 USD | Non-designated | |||||||||||||||
87.0 CNY | 23-Dec-14 | 30-Jan-15 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.18 CNY | Non-designated | |||||||||||||||
264.0 JPY | 23-Dec-14 | 30-Jan-15 | U.S. Dollar to Japanese Yen Exchange Rate | 120.54 JPY | Non-designated | |||||||||||||||
51,750.0 KRW | Various from March 2014 to December 2014 | Various from February 2015 to November 2016 | U.S. Dollar to Korean Won Exchange Rate | 1,063.28 KRW | Designated | |||||||||||||||
37,800.0 KRW | Various from March 2014 to December 2014 | 30-Jan-15 | U.S. Dollar to Korean Won Exchange Rate | 1,105.21 KRW | Non-designated | |||||||||||||||
85.7 MYR | Various from January 2014 to December 2014 | Various from February 2015 to November 2016 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.36 MYR | Designated | |||||||||||||||
26.7 MYR | Various from January 2014 to December 2014 | 30-Jan-15 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.47 MYR | Non-designated | |||||||||||||||
1,222.2 MXN | Various from January 2014 to December 2014 | Various from February 2015 to November 2016 | U.S. Dollar to Mexican Peso Exchange Rate | 13.97 MXN | Designated | |||||||||||||||
101.6 MXN | Various from January 2014 to December 2014 | January 30, 2015 | U.S. Dollar to Mexican Peso Exchange Rate | 13.95 MXN | Non-designated | |||||||||||||||
42.4 GBP | Various from October 2014 to December 2014 | Various from February 2015 to November 2016 | Pound Sterling to U.S. Dollar Exchange Rate | 1.58 USD | Designated | |||||||||||||||
5.3 GBP | Various from October 2014 to December 2014 | 30-Jan-15 | Pound Sterling to U.S. Dollar Exchange Rate | 1.56 USD | 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, nickel, and zinc, 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 to be afforded hedge accounting treatment. | ||||||||||||||||||||
We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of December 31, 2014: | ||||||||||||||||||||
Commodity | Notional | Remaining Contracted Periods | Weighted- | |||||||||||||||||
Average | ||||||||||||||||||||
Strike Price Per Unit | ||||||||||||||||||||
Silver | 2,095,639 troy oz. | January 2015 - December 2016 | $19.07 | |||||||||||||||||
Gold | 15,272 troy oz. | January 2015 - December 2016 | $1,295.09 | |||||||||||||||||
Nickel | 648,798 pounds | January 2015 - November 2016 | $7.20 | |||||||||||||||||
Aluminum | 5,989,386 pounds | January 2015 - November 2016 | $0.92 | |||||||||||||||||
Copper | 9,780,235 pounds | January 2015 - November 2016 | $3.09 | |||||||||||||||||
Platinum | 8,323 troy oz. | January 2015 - November 2016 | $1,385.74 | |||||||||||||||||
Palladium | 1,293 troy oz. | January 2015 - November 2016 | $772.86 | |||||||||||||||||
Zinc | 1,755,012 pounds | January 2015 - October 2016 | $1.04 | |||||||||||||||||
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 consolidated balance sheets as of December 31, 2014 and December 31, 2013: | ||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||
Balance Sheet | December 31, 2014 | December 31, 2013 | Balance Sheet | December 31, 2014 | December 31, 2013 | |||||||||||||||
Location | Location | |||||||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 24,097 | $ | 1,566 | Accrued expenses and other current liabilities | $ | 6,332 | $ | 9,868 | ||||||||||
Foreign currency forward contracts | Other assets | 5,163 | — | Other long term liabilities | 2,210 | 500 | ||||||||||||||
Total | $ | 29,260 | $ | 1,566 | $ | 8,542 | $ | 10,368 | ||||||||||||
Derivatives not designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Commodity forward contracts | Prepaid expenses and other current assets | $ | 107 | $ | 80 | Accrued expenses and other current liabilities | $ | 10,591 | $ | 10,096 | ||||||||||
Commodity forward contracts | Other assets | 7 | 71 | Other long term liabilities | 1,384 | 3,133 | ||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | 2,525 | 297 | Accrued expenses and other current liabilities | 1,114 | 1,507 | ||||||||||||||
Total | $ | 2,639 | $ | 448 | $ | 13,089 | $ | 14,736 | ||||||||||||
The following tables present the effect of our derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2014 and 2013: | ||||||||||||||||||||
Derivatives designated as | Amount of Net (Loss)/Gain | Location of Net (Loss)/Gain | Amount of Net (Loss)/Gain | |||||||||||||||||
hedging instruments under ASC 815 | Recognized in Other Comprehensive Income/(Loss) | Reclassified from | Reclassified from | |||||||||||||||||
Accumulated | Accumulated Other | |||||||||||||||||||
Other | Comprehensive Loss into Income | |||||||||||||||||||
Comprehensive | ||||||||||||||||||||
Loss into Income | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Interest rate caps | $ | — | $ | (6 | ) | Interest expense | $ | (972 | ) | $ | (1,063 | ) | ||||||||
Interest rate caps (1) | $ | — | $ | — | Other, net | $ | — | $ | (1,097 | ) | ||||||||||
Foreign currency forward contracts | $ | 42,936 | $ | (7,491 | ) | Net revenue | $ | (334 | ) | $ | (2,206 | ) | ||||||||
Foreign currency forward contracts | $ | (8,651 | ) | $ | 1,141 | Cost of revenue | $ | 1,070 | $ | 1,766 | ||||||||||
-1 | As discussed in Note 8, “Debt,” in April 2013 we completed the issuance and sale of the 4.875% Senior Notes. The proceeds from this issuance and sale, along with cash on hand, were used to, among other things, repay $700.0 million of the Original Term Loan. As a result of this repayment, it was probable that a portion of the hedged forecasted transactions associated with our interest rate caps would not occur. Accordingly, we reclassified $1.1 million from Accumulated other comprehensive loss to Other, net, in the year ended December 31, 2013. | |||||||||||||||||||
Derivatives not designated as | Amount of Gain/(Loss) Recognized in | Location of Gain/(Loss) | ||||||||||||||||||
hedging instruments under ASC 815 | Income on Derivatives | Recognized in Income on Derivatives | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Commodity forward contracts | $ | (9,017 | ) | $ | (23,218 | ) | Other, net | |||||||||||||
Foreign currency forward contracts | $ | 5,469 | $ | (3,290 | ) | 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 December 31, 2014, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $22.3 million. As of December 31, 2014, we had posted no 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. |
Restructuring_and_Special_Char
Restructuring and Special Charges | 12 Months Ended | |||||||||||||||||||
Dec. 31, 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. As a result of the damage to our facility, equipment, and inventory caused by the fire and subsequent fire-fighting activities, we incurred a net loss of $1.3 million during the year ended December 31, 2012, which included $1.8 million of insurance proceeds. This net loss was recognized in the Restructuring and special charges line of our consolidated statements of operations. We also incurred other costs related to the fire during the years ended December 31, 2013 and 2012, which were primarily recognized in Cost of revenue. During the year ended December 31, 2013, we recognized $10.0 million of insurance proceeds related to this fire, of which $0.8 million was recognized in the Restructuring and special charges line of our consolidated statements of operations, and the remainder in Cost of revenue. During the year ended December 31, 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. The insurance proceeds received during the year ended December 31, 2014, and the offsetting charges and expenses incurred, were recognized in the Cost of revenue line of our consolidated statements of operations. As discussed in Note 14, "Commitments and Contingencies," we classify insurance proceeds in our consolidated statements of operations in a manner consistent with the related losses. | ||||||||||||||||||||
During the year ended December 31, 2012, in connection with the retirement of our former Chief Executive Officer, we entered into a separation agreement and amendment of outstanding equity awards. Pursuant to the agreements, we incurred a charge of $5.3 million related to benefits payable in cash and a non-cash charge of $6.4 million related to the fair value of modifications to outstanding equity awards. We classified these charges within the Restructuring and special charges line of our consolidated statements of operations for the year ended December 31, 2012. See Note 11, "Share-Based Payment Plans," for further discussion on the modifications of equity awards. | ||||||||||||||||||||
Summary of Restructuring Programs and Special Charges | ||||||||||||||||||||
The following tables present costs/(gains) recorded within the consolidated statements of operations associated with our restructuring activities and special charges, and where these amounts were recognized, for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | ||||||||||||||||
For the year ended December 31, 2014 | ||||||||||||||||||||
Restructuring and special charges | $ | (198 | ) | $ | — | $ | 22,091 | $ | — | $ | 21,893 | |||||||||
Cost of revenue | — | — | — | (4,072 | ) | (4,072 | ) | |||||||||||||
Total | $ | (198 | ) | $ | — | $ | 22,091 | $ | (4,072 | ) | $ | 17,821 | ||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | ||||||||||||||||
For the year ended December 31, 2013 | ||||||||||||||||||||
Restructuring and special charges | $ | 5,332 | $ | 451 | $ | 957 | $ | (1,220 | ) | $ | 5,520 | |||||||||
Other, net | (49 | ) | — | 20 | — | (29 | ) | |||||||||||||
Cost of revenue | 1,304 | — | — | (8,030 | ) | (6,726 | ) | |||||||||||||
Total | $ | 6,587 | $ | 451 | $ | 977 | $ | (9,250 | ) | $ | (1,235 | ) | ||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | ||||||||||||||||
For the year ended December 31, 2012 | ||||||||||||||||||||
Restructuring and special charges | $ | 23,984 | $ | 3,120 | $ | 61 | $ | 12,987 | $ | 40,152 | ||||||||||
Other, net | 4,821 | 1 | 7 | — | 4,829 | |||||||||||||||
Cost of revenue | 1,519 | — | 3,778 | 1,910 | 7,207 | |||||||||||||||
Total | $ | 30,324 | $ | 3,121 | $ | 3,846 | $ | 14,897 | $ | 52,188 | ||||||||||
The "other" charges recognized during the years ended December 31, 2014, 2013, and 2012 include severance charges related to the termination of a limited number of employees located in various business centers and facilities throughout the world. These charges were accounted for as part of an ongoing benefit arrangement in accordance with ASC Topic 712, Compensation - Nonretirement Postemployment Benefits ("ASC 712"). The "other" charges recognized during the year ended December 31, 2012 also include a non-cash charge of $3.8 million for a write-down related to classifying our Almelo facility as held for sale. | ||||||||||||||||||||
The "other" charges recognized during the year ended December 31, 2014 also include $16.2 million in severance charges recorded in connection with businesses acquired in 2014, in order to integrate these businesses with ours. The majority of these charges were accounted for as part of an ongoing benefit arrangement in accordance with ASC 712. The following table outlines the changes to the restructuring liability associated with all of our "other" actions: | ||||||||||||||||||||
Severance | ||||||||||||||||||||
Balance at December 31, 2013 | $ | 119 | ||||||||||||||||||
Charges | 22,091 | |||||||||||||||||||
Payments | (2,296 | ) | ||||||||||||||||||
Balance at December 31, 2014 | $ | 19,914 | ||||||||||||||||||
The table below outlines the current and long-term components of our restructuring liabilities recognized in the consolidated balance sheets as of December 31, 2014 and 2013. The balance as of December 31, 2014 includes $0.5 million related to the 2011 Plan. | ||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Current liabilities | $ | 14,046 | $ | 3,242 | ||||||||||||||||
Long-term liabilities | 6,350 | — | ||||||||||||||||||
$ | 20,396 | $ | 3,242 | |||||||||||||||||
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Reporting | Segment Reporting | |||||||||||
Prior to the fourth quarter of 2014, our two reportable segments, Sensors and Controls, were organized based on product families included in each segment (sensor products in the Sensors segment and control products in the Controls segment). In the fourth quarter of 2014, we realigned our segments as a result of organizational changes that better allocate our resources to support our ongoing business strategy. The portion of the Sensors segment that has historically served the HVAC and industrial end-markets (the industrial sensing product line) was moved to the Controls segment because the Controls segment is active in the end-markets that this product line serves, and has available resources and capacity to drive content growth in existing channels and systems. We have recast our reportable segments for each of the periods presented to reflect this change. | ||||||||||||
The realigned reportable segments are consistent with how management views the markets served by us and reflect 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 materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies." | ||||||||||||
The Sensors segment is a manufacturer of pressure, temperature, speed, position, and force sensors, and electromechanical sensor products used in subsystems of automobiles (e.g., engine, air conditioning and ride stabilization), and heavy on- and off-road vehicles. These products help improve operating 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 Sensors segment uses a broad range of manufactured components, subassemblies, and raw materials in the manufacture of our products, including silver, gold, platinum, palladium, copper, aluminum, zinc, and nickel, as well as magnets containing rare earth metals, of which a large majority of the world's production is in China. A reduction in the export of rare earth materials from China could limit the worldwide supply of these rare earth materials, significantly increasing the price of magnets, which could materially impact our business. | ||||||||||||
The Controls segment is a manufacturer of a variety of control products used in industrial, aerospace, military, commercial, and residential markets, and sensors used in industrial products such as HVAC systems. These products include motor and compressor protectors, circuit breakers, semiconductor burn-in test sockets, electronic HVAC sensors and controls, power inverters, precision switches, and thermostats. These products help prevent damage from overheating and fires in a wide variety of applications, including commercial heating and air conditioning systems, refrigerators, aircraft, automobiles, lighting, and other industrial applications. The Controls business also manufactures DC to AC power inverters, which enable the operation of electronic equipment when grid power is not available. | ||||||||||||
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 years ended December 31, 2014, 2013, and 2012 (recast to reflect our realigned segments): | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net revenue: | ||||||||||||
Sensors | $ | 1,755,857 | $ | 1,358,238 | $ | 1,316,904 | ||||||
Controls | 653,946 | 622,494 | 597,006 | |||||||||
Total net revenue | $ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | ||||||
Segment operating income (as defined above): | ||||||||||||
Sensors | $ | 475,943 | $ | 401,595 | $ | 362,833 | ||||||
Controls | 202,115 | 195,822 | 189,368 | |||||||||
Total segment operating income | 678,058 | 597,417 | 552,201 | |||||||||
Corporate and other | (137,872 | ) | (94,029 | ) | (89,804 | ) | ||||||
Amortization of intangible assets | (146,704 | ) | (134,387 | ) | (144,777 | ) | ||||||
Restructuring and special charges | (21,893 | ) | (5,520 | ) | (40,152 | ) | ||||||
Profit from operations | 371,589 | 363,481 | 277,468 | |||||||||
Interest expense | (107,210 | ) | (95,101 | ) | (100,037 | ) | ||||||
Interest income | 1,106 | 1,186 | 815 | |||||||||
Other, net | (12,059 | ) | (35,629 | ) | (5,581 | ) | ||||||
Income before income taxes | $ | 253,426 | $ | 233,937 | $ | 172,665 | ||||||
No customer exceeded 10% of our Net revenue in any of the periods presented. | ||||||||||||
The following table presents Net revenue by product categories for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net revenue: | ||||||||||||
Pressure sensors | $ | 1,186,913 | $ | 943,763 | $ | 863,369 | ||||||
Pressure switches | 99,489 | 87,846 | 93,261 | |||||||||
Temperature sensors | 152,662 | 137,016 | 123,730 | |||||||||
Speed and position sensors | 194,076 | 153,537 | 164,777 | |||||||||
Force sensors | 20,653 | 49,579 | 81,871 | |||||||||
Bimetal electromechanical controls | 359,610 | 355,089 | 349,337 | |||||||||
Thermal and magnetic-hydraulic circuit breakers | 117,816 | 113,228 | 118,699 | |||||||||
Power inverters | 35,160 | 19,994 | 20,387 | |||||||||
Interconnection | 69,332 | 72,206 | 50,317 | |||||||||
Other | 174,092 | 48,474 | 48,162 | |||||||||
$ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | |||||||
The following table presents depreciation and amortization expense for the reported segments for the years ended December 31, 2014, 2013 and 2012 (recast to reflect our realigned segments): | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total depreciation and amortization | ||||||||||||
Sensors | $ | 40,092 | $ | 37,967 | $ | 34,451 | ||||||
Controls | 9,582 | 8,313 | 9,494 | |||||||||
Corporate and other(1) | 162,834 | 138,996 | 155,520 | |||||||||
Total | $ | 212,508 | $ | 185,276 | $ | 199,465 | ||||||
__________________ | ||||||||||||
-1 | Included within Corporate and other is depreciation and amortization expense associated with the fair value step-up recognized in prior acquisitions. We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and intangible assets associated with the acquisitions to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker. | |||||||||||
The following table presents total assets for the reported segments as of December 31, 2014 and 2013: | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Total assets | ||||||||||||
Sensors | $ | 1,157,628 | $ | 567,566 | ||||||||
Controls | 304,522 | 258,176 | ||||||||||
Corporate and other(1) | 3,654,459 | 2,673,082 | ||||||||||
Total | $ | 5,116,609 | $ | 3,498,824 | ||||||||
__________________ | ||||||||||||
-1 | Included within Corporate and other as of December 31, 2014 and 2013 is $2,424.8 million and $1,756.0 million, respectively, of Goodwill, $910.8 million and $502.4 million, respectively, of Other intangible assets, net, $36.3 million and $33.2 million, respectively, of PP&E, and $0.0 million and $8.3 million, respectively, of assets held for sale. This treatment is consistent with the financial information reviewed by our chief operating decision maker. | |||||||||||
The following table presents capital expenditures for the reported segments for the years ended December 31, 2014, 2013, and 2012 (recast to reflect our realigned segments): | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total capital expenditures | ||||||||||||
Sensors | $ | 95,534 | $ | 38,358 | $ | 36,108 | ||||||
Controls | 13,832 | 20,738 | 8,427 | |||||||||
Corporate and other | 34,845 | 23,688 | 10,251 | |||||||||
Total | $ | 144,211 | $ | 82,784 | $ | 54,786 | ||||||
Geographic Area Information | ||||||||||||
In the geographic area data below, Net revenue is aggregated based on an internal methodology that considers both the location of our subsidiaries and the primary location of each subsidiary's customers. PP&E is aggregated based on the location of our subsidiaries. | ||||||||||||
The following tables present Net revenue by geographic area and by significant country for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
Net Revenue | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Americas | $ | 961,024 | $ | 739,847 | $ | 710,899 | ||||||
Asia | 742,263 | 656,070 | 657,756 | |||||||||
Europe | 706,516 | 584,815 | 545,255 | |||||||||
$ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | |||||||
Net Revenue | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 913,958 | $ | 704,493 | $ | 679,942 | ||||||
The Netherlands | 496,376 | 449,054 | 421,412 | |||||||||
China | 341,864 | 285,118 | 248,627 | |||||||||
Korea | 181,588 | 166,457 | 173,061 | |||||||||
Japan | 150,018 | 155,277 | 235,594 | |||||||||
All Other | 325,999 | 220,333 | 155,274 | |||||||||
$ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | |||||||
The following tables present long-lived assets, exclusive of Goodwill and Other intangible assets, net, by geographic area and by significant country as of December 31, 2014 and 2013: | ||||||||||||
Long-Lived Assets | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Americas | $ | 220,761 | $ | 106,114 | ||||||||
Asia | 222,129 | 201,807 | ||||||||||
Europe | 146,594 | 36,736 | ||||||||||
Total | $ | 589,484 | $ | 344,657 | ||||||||
Long-Lived Assets | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
United States | $ | 114,333 | $ | 52,738 | ||||||||
China | 170,857 | 151,942 | ||||||||||
Mexico | 97,190 | 52,479 | ||||||||||
United Kingdom | 67,751 | — | ||||||||||
Bulgaria | 43,196 | 31,460 | ||||||||||
Malaysia | 41,766 | 40,033 | ||||||||||
The Netherlands | 6,310 | 3,410 | ||||||||||
All Other | 48,081 | 12,595 | ||||||||||
$ | 589,484 | $ | 344,657 | |||||||||
Net_Income_Per_Share
Net Income Per Share | 12 Months Ended | ||||||||
Dec. 31, 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 years ended December 31, 2014, 2013, and 2012, the weighted-average shares outstanding for basic and diluted net income per share were as follows: | |||||||||
For the year ended | |||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||
Basic weighted-average ordinary shares outstanding | 170,113 | 176,091 | 177,473 | ||||||
Dilutive effect of stock options | 1,929 | 2,774 | 3,993 | ||||||
Dilutive effect of unvested restricted securities | 175 | 159 | 157 | ||||||
Diluted weighted-average ordinary shares outstanding | 172,217 | 179,024 | 181,623 | ||||||
Net income and net income per share are presented in the consolidated statements of operations. | |||||||||
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. Refer to Note 11, "Share-Based Payment Plans," for further discussion of our share-based payment plans. | |||||||||
For the year ended | |||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||
Anti-dilutive shares excluded | 737 | 1,700 | 1,512 | ||||||
Contingently issuable shares excluded | 386 | 411 | 361 | ||||||
Unaudited_Quarterly_Data
Unaudited Quarterly Data | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Unaudited Quarterly Data | Unaudited Quarterly Data | |||||||||||||||
A summary of the unaudited quarterly results of operations for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||||
For the year ended December 31, 2014 | ||||||||||||||||
Net revenue | $ | 705,261 | $ | 577,095 | $ | 575,853 | $ | 551,594 | ||||||||
Gross profit | $ | 235,512 | $ | 205,155 | $ | 207,407 | $ | 194,395 | ||||||||
Net income | $ | 69,520 | $ | 81,963 | $ | 63,893 | $ | 68,373 | ||||||||
Basic net income per share | $ | 0.41 | $ | 0.49 | $ | 0.37 | $ | 0.4 | ||||||||
Diluted net income per share | $ | 0.41 | $ | 0.48 | $ | 0.37 | $ | 0.39 | ||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Net revenue | $ | 505,015 | $ | 498,886 | $ | 506,418 | $ | 470,413 | ||||||||
Gross profit | $ | 189,208 | $ | 189,825 | $ | 183,719 | $ | 161,731 | ||||||||
Net income | $ | 67,067 | $ | 66,022 | $ | 20,371 | $ | 34,665 | ||||||||
Basic net income per share | $ | 0.38 | $ | 0.38 | $ | 0.12 | $ | 0.19 | ||||||||
Diluted net income per share | $ | 0.38 | $ | 0.37 | $ | 0.11 | $ | 0.19 | ||||||||
In the fourth quarter of 2014, we completed the acquisition of Schrader. Net revenue and Income/(loss) before taxes for Schrader included in our consolidated statement of operations in the fourth quarter of 2014 were $133.3 million and $(3.6) million, respectively. In the third and fourth quarters of 2014, we recorded transaction costs of $3.5 million and $9.0 million, respectively, in connection with this acquisition. Also, in the fourth quarter of 2014, we completed a series of financing transactions in order to fund this acquisition. Refer to Note 8, "Debt" for further discussion of these transactions. We recorded $11.3 million of interest expense related to these transactions. | ||||||||||||||||
In the third and fourth quarters of 2014, we recorded restructuring charges of $4.5 million and $14.7 million, respectively. Refer to Note 17, "Restructuring and Special Charges," for further discussion of our restructuring charges. | ||||||||||||||||
In the first, second, and third quarters of 2014, we completed the acquisitions of Wabash, Magnum, and DeltaTech, respectively. Aggregate Net revenue for these acquisitions included in our consolidated statement of operations for each of the first, second, third, and fourth quarters of 2014 was $21.3 million, $23.5 million, $47.7 million, and $56.0 million, respectively. Net income for Wabash, Magnum, and DeltaTech included in our consolidated statement of operations was not material in any of these quarters. | ||||||||||||||||
The provision for income taxes for the first, third, and fourth quarters of 2014 included benefits from income taxes of $8.3 million, $32.5 million, and $30.3 million, respectively, due to the release of a portion of the U.S. valuation allowance in connection with the acquisitions of Wabash, DeltaTech, and Schrader, respectively, for which deferred tax liabilities were established related to acquired intangible assets. | ||||||||||||||||
During the first, second, third, and fourth quarters of 2014, we recognized gains/(losses) of $1.3 million, $4.2 million, $(9.1) million, and $(5.4) million, respectively, related to our commodity forward contracts, which are not designated for hedge accounting treatment in accordance with ASC 815. During the first, second, third, and fourth quarters of 2013, we recognized (losses)/gains of $(2.4) million, $(23.8) million, $9.8 million, and $(6.8) million, respectively, related to our commodity forward contracts. These contracts are not speculative and are used to manage our exposure to commodity price movements, but do not meet the criteria to be afforded hedge accounting treatment. Changes in the fair value of these contracts are recorded in the consolidated statements of operations as a gain or loss within Other, net. Refer to Note 16, "Derivative Instruments and Hedging Activities," for further discussion of our commodity forward contracts, and Note 2, "Significant Accounting Policies," for a detail of Other, net for years ended December 31, 2014 and 2013. | ||||||||||||||||
During the fourth quarter 2013, we closed income tax audits related to several subsidiaries in Asia and the Americas. As a result of negotiated settlements and final assessments, we recognized $4.1 million of tax benefit in this quarter. The benefit recorded in tax expense related to interest and penalties totaled $8.7 million. Furthermore, during the fourth quarter of 2013, we entered into an intercompany financial transaction with uncertain tax consequences. As a result of the noted transaction and other positions, we increased the disclosed unrecognized tax benefit by $8.0 million as of December 31, 2013. | ||||||||||||||||
In December 2013, Mexico enacted a comprehensive tax reform package, which was effective January 1, 2014. As a result of this change, we adjusted our deferred taxes in that jurisdiction, resulting in the recognition of a tax benefit, which reduced the deferred income tax expense by $4.7 million for fiscal year 2013. | ||||||||||||||||
In the second quarter of 2013, in connection with the issuance and sale of the 4.875% Senior Notes, we recorded a $7.1 million loss for the write-off of unamortized deferred financing costs and original issue discount. Refer to Note 8, "Debt," for further discussion related to the issuance and sale of the 4.875% Senior Notes. |
Schedule_I_Condensed_Financial
Schedule I - Condensed Financial Information of the Registrant | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||
Schedule I - Condensed Financial Information of the Registrant | SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT | |||||||||||
SENSATA TECHNOLOGIES HOLDING N.V. | ||||||||||||
(Parent Company Only) | ||||||||||||
Balance Sheets | ||||||||||||
(In thousands) | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 1,398 | $ | 22,137 | ||||||||
Intercompany receivables from subsidiaries | 55,578 | 25,263 | ||||||||||
Prepaid expenses and other current assets | 783 | 822 | ||||||||||
Total current assets | 57,759 | 48,222 | ||||||||||
Investment in subsidiaries | 1,249,050 | 1,095,652 | ||||||||||
Other assets | — | 3 | ||||||||||
Total assets | $ | 1,306,809 | $ | 1,143,877 | ||||||||
Liabilities and shareholders’ equity | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | $ | 229 | $ | 457 | ||||||||
Intercompany payables to subsidiaries | 389 | 146 | ||||||||||
Accrued expenses and other current liabilities | 2,371 | 989 | ||||||||||
Total current liabilities | 2,989 | 1,592 | ||||||||||
Pension obligations | 928 | 697 | ||||||||||
Total liabilities | 3,917 | 2,289 | ||||||||||
Total shareholders’ equity | 1,302,892 | 1,141,588 | ||||||||||
Total liabilities and shareholders’ equity | $ | 1,306,809 | $ | 1,143,877 | ||||||||
The accompanying notes are an integral part of these condensed financial statements. | ||||||||||||
SENSATA TECHNOLOGIES HOLDING N.V. | ||||||||||||
(Parent Company Only) | ||||||||||||
Statements of Operations | ||||||||||||
(In thousands) | ||||||||||||
For the year ended | ||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||
Net revenue | $ | — | $ | — | $ | — | ||||||
Operating (income)/ costs and expenses: | ||||||||||||
Cost of revenue | (2,417 | ) | — | — | ||||||||
Selling, general and administrative | 1,423 | 1,822 | 1,092 | |||||||||
Total operating (income)/ costs and expenses | (994 | ) | 1,822 | 1,092 | ||||||||
Gain/(loss) from operations | 994 | (1,822 | ) | (1,092 | ) | |||||||
Interest expense | — | — | — | |||||||||
Interest income | — | — | — | |||||||||
Other, net | (50 | ) | 6 | (55 | ) | |||||||
Gain/(loss) before income taxes and equity in net income of subsidiaries | 944 | (1,816 | ) | (1,147 | ) | |||||||
Equity in net income of subsidiaries | 282,805 | 189,941 | 178,628 | |||||||||
Provision for income taxes | — | — | — | |||||||||
Net income | $ | 283,749 | $ | 188,125 | $ | 177,481 | ||||||
The accompanying notes are an integral part of these condensed financial statements. | ||||||||||||
SENSATA TECHNOLOGIES HOLDING N.V. | ||||||||||||
(Parent Company Only) | ||||||||||||
Statements of Comprehensive Income | ||||||||||||
(In thousands) | ||||||||||||
For the year ended | ||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||
Net income | $ | 283,749 | $ | 188,125 | $ | 177,481 | ||||||
Other comprehensive income/(loss), net of tax: | ||||||||||||
Defined benefit plan | (374 | ) | (353 | ) | (289 | ) | ||||||
Subsidiaries' other comprehensive income/(loss) | 21,733 | 6,652 | (15,893 | ) | ||||||||
Other comprehensive income/(loss) | 21,359 | 6,299 | (16,182 | ) | ||||||||
Comprehensive income | $ | 305,108 | $ | 194,424 | $ | 161,299 | ||||||
The accompanying notes are an integral part of these condensed financial statements. | ||||||||||||
SENSATA TECHNOLOGIES HOLDING N.V. | ||||||||||||
(Parent Company Only) | ||||||||||||
Statements of Cash Flows | ||||||||||||
(In thousands) | ||||||||||||
For the year ended | ||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||
Net cash (used in)/provided by operating activities | $ | (30,491 | ) | $ | (24,958 | ) | $ | 9,547 | ||||
Cash flows from investing activities: | ||||||||||||
Insurance proceeds | 2,417 | — | — | |||||||||
Return of capital from subsidiaries | 164,200 | 320,000 | — | |||||||||
Net cash provided by investing activities | 166,617 | 320,000 | — | |||||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from exercise of stock options and issuance of ordinary shares | 24,909 | 20,999 | 16,520 | |||||||||
Payments to repurchase ordinary shares | (181,774 | ) | (305,096 | ) | (15,190 | ) | ||||||
Net cash (used in)/provided by financing activities | (156,865 | ) | (284,097 | ) | 1,330 | |||||||
Net change in cash and cash equivalents | (20,739 | ) | 10,945 | 10,877 | ||||||||
Cash and cash equivalents, beginning of year | 22,137 | 11,192 | 315 | |||||||||
Cash and cash equivalents, end of year | $ | 1,398 | $ | 22,137 | $ | 11,192 | ||||||
The accompanying notes are an integral part of these condensed financial statements. | ||||||||||||
1. Basis of Presentation and Description of Business | ||||||||||||
Sensata Technologies Holding N.V. (Parent Company)—Schedule I—Condensed Financial Information of Sensata Technologies Holding N.V. (“Sensata Technologies Holding”), included in this Annual Report on Form 10-K, provides all parent company information that is required to be presented in accordance with Securities and Exchange Commission (“SEC”) rules and regulations for financial statement schedules. The accompanying condensed financial statements have been prepared in accordance with the reduced disclosure requirements permitted by the SEC. Sensata Technologies Holding and subsidiaries' audited consolidated financial statements are included elsewhere in this Annual Report on Form 10-K. | ||||||||||||
Sensata Technologies Holding conducts limited separate operations and acts primarily as a holding company. Sensata Technologies Holding has no direct outstanding debt obligations. Sensata Technologies B.V, however, is limited in its ability to pay dividends or otherwise make other distributions to its immediate parent company and, ultimately, to Sensata Technologies Holding, under its senior secured credit facilities and the indentures governing its senior notes. For a discussion of the debt obligations of the subsidiaries of Sensata Technologies Holding, see Note 8, "Debt," of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. | ||||||||||||
All U.S. dollar amounts presented except per share amounts are stated in thousands, unless otherwise indicated. | ||||||||||||
2. Commitments and Contingencies | ||||||||||||
For a discussion of the commitments and contingencies of the subsidiaries of Sensata Technologies Holding, see Note 14, "Commitments and Contingencies," of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. | ||||||||||||
3. Related Party Transactions | ||||||||||||
Effective September 10, 2014, Sensata Investment Company S.C.A. ("SCA") sold its remaining shares in Sensata Technologies Holding, and was no longer a related party as of that date. The transactions below represent transactions that occurred prior to that date. | ||||||||||||
Administrative Services Agreement | ||||||||||||
In 2009, Sensata Technologies Holding entered into a fee for service arrangement with its then principal shareholder, SCA, for ongoing consulting, management advisory, and other services (the “Administrative Services Agreement”), effective January 1, 2008. Expenses related to this arrangement are recorded in Selling, general and administrative expense. On May 10, 2013, the Administrative Services Agreement was terminated, upon a mutual agreement between Sensata Technologies Holding and SCA. During the years ended December 31, 2014, 2013, and 2012 Sensata Technologies Holding paid $0.0 million, $0.0 million, and $0.4 million, respectively, related to the Administrative Services Agreement. As of December 31, 2014, Sensata Technologies Holding did not record any amounts due to SCA under this agreement. | ||||||||||||
Share Repurchase | ||||||||||||
Sensata Technologies Holding repurchased 4.0 million ordinary shares from SCA concurrent with the closing of the May 2014 secondary offering. The share repurchase was effected in a private, non-underwritten transaction at a price per ordinary share of $42.42, which was equal to the price paid by the underwriters. Sensata Technologies Holding repurchased 4.5 million ordinary shares from SCA concurrent with the closing of a December 2013 secondary offering. The share repurchase was effected in a private, non-underwritten transaction at a price per ordinary share of $38.25, which was equal to the price paid by the underwriters. For further details on these secondary offerings, refer to Note 12, "Shareholders’ Equity," of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||
For the Years Ended December 31, 2014, 2013, and 2012 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at the | Additions | Deductions | Balance at the end of | |||||||||||||
beginning of | the period | |||||||||||||||
the period | Charged to | |||||||||||||||
expenses/against revenue | ||||||||||||||||
For the year ended December 31, 2014 | ||||||||||||||||
Allowance for doubtful accounts and sales allowances | $ | 9,199 | $ | 2,015 | $ | (850 | ) | $ | 10,364 | |||||||
For the year ended December 31, 2013 | ||||||||||||||||
Allowance for doubtful accounts and sales allowances | $ | 11,059 | $ | 507 | $ | (2,367 | ) | $ | 9,199 | |||||||
For the year ended December 31, 2012 | ||||||||||||||||
Allowance for doubtful accounts and sales allowances | $ | 11,329 | $ | 2,959 | $ | (3,229 | ) | $ | 11,059 | |||||||
Note: Additions to the allowance for doubtful accounts are charged to expense. Additions to sales allowances are charged against revenues. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Accounting, Policy | Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity. | ||
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. | ||
Reclassification, Policy | Certain reclassifications have been made to prior periods to conform to current period presentation. | |
Use of Estimates, Policy | Use of Estimates | |
The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise our judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. | ||
Estimates are used when accounting for certain items such as allowances for doubtful accounts and sales returns, depreciation and amortization, inventory obsolescence, asset impairments (including goodwill and other intangible assets), contingencies, the value of share-based compensation, the determination of accrued expenses, certain asset valuations including deferred tax asset valuations, the useful lives of property and equipment, post-retirement obligations, and the accounting for business combinations. The accounting estimates used in the preparation of the consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and/or as the operating environment changes. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents | |
Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. | ||
Revenue Recognition, Policy | Revenue Recognition | |
We recognize revenue in accordance with Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition. Revenue and related cost of revenue from product sales are recognized when the significant risks and rewards of ownership have been transferred, title to the product and risk of loss transfers to our customers, and collection of sales proceeds is reasonably assured. Based on the above criteria, revenue is generally recognized when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement. Product sales are recorded net of trade discounts (including volume and early payment incentives), sales returns, value-added tax, and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our revenue and have been within our estimates. | ||
Many of our products are designed and engineered to meet customer specifications. These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to customers. Customer arrangements do not involve post-installation or post-sale testing and acceptance. | ||
Share-based Compensation, Policy | Share-Based Compensation | |
ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), requires that a company measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted stock units, and recognize as compensation expense that fair value over the requisite service period. | ||
We estimate the fair value of options on the date of grant using the Black-Scholes-Merton option-pricing model. Key assumptions used in estimating the grant-date fair value of these options are as follows: the fair value of the ordinary shares, expected term, expected volatility, risk-free interest rate, and expected dividend yield. | ||
We use the closing price of our ordinary shares on the New York Stock Exchange on the date of the grant as the fair value of ordinary shares in the Black-Scholes-Merton option-pricing model. | ||
The expected term, which is a key factor in measuring the fair value and related compensation cost of share-based payments, has historically been based on the “simplified” methodology originally prescribed by Staff Accounting Bulletin (“SAB”) No. 107, in which the expected term is determined by computing the mathematical mean of the average vesting period and the contractual life of the options. While the widespread use of the simplified method under SAB No. 107 expired on December 31, 2007, the U.S. Securities and Exchange Commission (the "SEC") issued SAB No. 110 in December 2007, which allowed the simplified method to continue to be used in certain circumstances. These circumstances include when a company does not have sufficient historical data surrounding option exercises to provide a reasonable basis upon which to estimate expected term and during periods prior to its equity shares being publicly traded. | ||
We utilized the simplified method for options granted during 2013 and 2012 due to the lack of historical exercise data necessary to provide a reasonable basis upon which to estimate the expected term. During 2014, rather than using the simplified method, we benchmarked the terms of our options granted against those of publicly-traded companies within our industry in order to estimate our expected term. | ||
Also, because of our lack of history as a public company during 2013 and 2012, we considered the historical and implied volatilities of publicly-traded companies within our industry when selecting the appropriate volatility to apply to the options granted in those years. Implied volatility provides a forward-looking indication and may offer insight into expected industry volatility. During 2014, with additional historical data available, we considered our own historical volatility, as well as the historical and implied volatilities of publicly-traded companies within our industry, in estimating expected volatility for options granted in 2014. | ||
The risk-free interest rate is based on the yield for a U.S. Treasury security having a maturity similar to the expected term of the related option grant. | ||
The dividend yield is based on our judgment with input from our Board of Directors. | ||
Restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange on the date of the grant. Certain of our restricted securities include performance conditions that require us to estimate the probable outcome of the performance condition. This assessment is based on management's judgment using internally developed forecasts and is assessed at each reporting period. Compensation cost is recorded if it is probable that the performance condition will be achieved. | ||
Under the fair value recognition provisions of ASC 718, we recognize share-based compensation net of estimated forfeitures and, therefore, only recognize compensation cost for those awards expected to vest over the requisite service period. The forfeiture rate is based on our estimate of forfeitures by plan participants based on historical forfeiture rates. Compensation expense recognized for each award ultimately reflects the number of awards that actually vest. | ||
Share-based compensation expense is generally recognized as a component of Selling, general and administrative (“SG&A”) expense, which is consistent with where the related employee costs are recorded. Refer to further discussion of share-based payments in Note 11, "Share-Based Payment Plans." | ||
Financial Instruments, Policy | Financial Instruments | |
Derivative financial instruments: We maintain derivative financial instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer. | ||
We account for our derivative financial instruments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) and with ASC Topic 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, we record all derivatives on the balance sheet at fair value. The accounting for the change in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative as a hedging instrument for accounting purposes, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In addition, ASC 815 provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. We do not use derivative financial instruments for trading or speculation purposes. | ||
We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We enter into forward contracts for certain foreign currencies, including the Euro, Japanese yen, Mexican peso, Chinese renminbi, Korean won, Malaysian ringgit, and British pound sterling. The fair value of foreign currency forward contracts is 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 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 16, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Foreign Currency Risk.” | ||
We enter into forward contracts for certain commodities, including silver, gold, platinum, palladium, copper, aluminum, nickel, and zinc 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. The fair value of our commodity forward contracts is 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. These contracts have not been designated as accounting hedges. We recognize changes in the fair value of these contracts in the consolidated statements of operations, in accordance with ASC 815. 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 16, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Commodity Risk.” | ||
We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. | ||
We report cash flows arising from our derivative financial instruments consistent with the classification of cash flows from the underlying hedged items. | ||
Refer to further discussion on derivative instruments in Note 16, "Derivative Instruments and Hedging Activities." | ||
Trade accounts receivable: Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers. | ||
Goodwill and Other Intangible Assets, Policy | Goodwill and Other Intangible Assets | |
Businesses acquired in purchase transactions are recorded at their fair value on the date of acquisition, with the excess of the purchase price over the fair value of assets acquired and liabilities assumed recognized as goodwill. In accordance with ASC Topic 350, Intangibles—Goodwill and Other ("ASC 350"), goodwill and intangible assets determined to have an indefinite useful life are not amortized. Instead these assets are evaluated for impairment on an annual basis, and whenever events or business conditions change that could more likely than not reduce the fair value of a reporting unit below its net book value. We evaluate goodwill and indefinite-lived intangible assets for impairment in the fourth quarter of each fiscal year, unless events occur which trigger the need for earlier impairment review. | ||
On October 1, 2014, we had four reporting units: Sensors, Electrical Protection, Power Management, and Interconnection. As discussed in Note 18, “Segment Reporting,” in the fourth quarter of 2014 we realigned our operating segments to move the portion of the Sensors segment that has historically served the HVAC and industrial end-markets (the industrial sensing product line) to the Controls segment. As a result, a new reporting unit, Industrial Sensing, was created subsequent to October 1, 2014. | ||
We establish our reporting units based on the definitions and guidance provided in ASC 350, which includes an analysis of the components that comprise each of our operating segments. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. As businesses are acquired, we assign them to an existing reporting unit or create a new reporting unit. Goodwill is assigned to reporting units as of the date of the related acquisition. All acquisitions in fiscal year 2014 were assigned to existing reporting units. If goodwill is assigned to more than one reporting unit, we utilize an allocation methodology that is consistent with the manner in which the amount of goodwill in a business combination is determined. | ||
Goodwill and Other Intangible Assets, Goodwill, Policy | Goodwill: Our judgments regarding the existence of impairment indicators are based on several factors, including the performance of the end-markets served by our customers, as well as the actual financial performance of our reporting units and their respective financial forecasts over the long-term. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its net book value. If we elect to not use this option or we determine, using the qualitative method, that it is more likely than not that the fair value of a reporting unit is less than its net book value, then we perform the two-step impairment test. In the first step of the goodwill impairment test, we estimate the fair value of reporting units using discounted cash flow models based on our most recent long-range plans and an estimated weighted-average cost of capital appropriate for each reporting unit, giving consideration to valuation multiples (e.g., Invested Capital/EBITDA) for peer companies. We then compare the estimated fair value of each reporting unit to its net book value, including goodwill. | |
If the net book value of a reporting unit exceeds its estimated fair value, we conduct a second step in which we calculate the implied fair value of goodwill. If the carrying value of the reporting unit’s goodwill exceeds the calculated implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that reporting unit (including any unrecognized intangible assets) based on their fair values as if the reporting unit had been acquired in a business combination at the date of assessment, and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The excess of the fair value of the reporting unit over the sum of the fair values of each component of the reporting unit is the implied fair value of goodwill. | ||
Goodwill and Other Intangible Assets, Intangible Assets, Policy | Intangible assets: Identified definite-lived intangible assets are amortized over the useful life of the asset, using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are consumed over its estimated useful life. If that pattern cannot be reliably determined, then we amortize the intangible asset using the straight-line method. Capitalized software is amortized on a straight-line basis over its estimated useful life. Capitalized software licenses are amortized on a straight-line basis over the lesser of the term of the license, or the useful life of the software. | |
Impairment of definite-lived intangible assets: Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our definite-lived intangible assets to be held and used are impaired. The recoverability of these assets is assessed by comparing the projected undiscounted net cash flows associated with these assets to their respective carrying values. If the sum of the projected undiscounted net cash flows falls below the carrying value of the assets, the impairment charge is based on the excess of the carrying value over the fair value of those assets. We determine fair value by using the appropriate income approach valuation methodology, depending on the nature of the intangible asset. | ||
Impairment of indefinite-lived intangible assets: We perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we elect to not use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment review that requires us to make assumptions about future conditions impacting the value of the indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, royalty rates, market share, and other items. Impairment, if any, is based on the excess of the carrying value over the fair value of these assets. We determine fair value by using the appropriate income approach valuation methodology. | ||
Deferred Financing Costs and Original Issue Discounts, Policy | Deferred Financing Costs and Original Issue Discounts | |
Expenses associated with the issuance of debt instruments are capitalized and amortized over the term of the respective financing arrangement using the effective interest method (periods ranging from 2 to 10 years). Amortization of these costs is included as a component of Interest expense in the consolidated statements of operations. | ||
In accordance with ASC Subtopic 470-50, Modifications and Extinguishments ("ASC 470-50"), we analyze refinancing transactions to assess whether terms are substantially different in order to determine whether to account for the refinancing as an extinguishment or a modification. Our evaluation of the accounting under ASC 470-50 is done on a creditor by creditor basis. Our accounting for refinancing transactions is described in more detail in Note 8, "Debt." | ||
Income Taxes, Policy | Income Taxes | |
We provide for income taxes utilizing the asset and liability method. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date. | ||
In accordance with ASC Topic 740, Income Taxes ("ASC 740"), penalties and interest related to unrecognized tax benefits may be classified as either income taxes or another expense line item in the consolidated statements of operations. We classify interest and penalties related to unrecognized tax benefits within our Provision for/(benefit from) income taxes line of our consolidated statements of operations. | ||
Pension and Other Post-Retirement Benefit Plans, Policy | Pension and Other Post-Retirement Benefit Plans | |
We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries. The estimates of the obligations and related expense of these plans recorded in the financial statements are based on certain assumptions. The most significant assumptions relate to discount rate, expected return on plan assets, and rate of increase in healthcare costs. Other assumptions used include employee demographic factors such as compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these assumptions annually. Our review of demographic assumptions includes analyzing historical patterns and/or referencing industry standard tables, combined with our expectations around future compensation and staffing strategies. The difference between these assumptions and our actual experience results in the recognition of an actuarial gain or loss. Actuarial gains and losses are recorded directly to Accumulated other comprehensive loss. If the total net actuarial gain or loss included in Accumulated other comprehensive loss exceeds a threshold of 10% of the greater of the projected benefit obligation or the market related value of plan assets, it is subject to amortization and recorded as a component of net periodic pension cost over the average remaining service lives of the employees participating in the pension or post-retirement benefit plan. | ||
The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants. It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements. In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effect of call provisions and differences in the timing and amounts of cash outflows related to the bonds. In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates. | ||
To determine the expected return on plan assets, we consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds. | ||
The rate of increase of healthcare costs directly impacts the estimate of our future obligations in connection with our post-retirement medical benefits. Our estimate of healthcare cost trends is based on historical increases in healthcare costs under similarly designed plans, the level of increase in healthcare costs expected in the future, and the design features of the underlying plan. | ||
We have adopted use of the Retirement Plan ("RP") 2014 mortality tables with the Mortality Projection ("MP") scale as issued by the Society of Actuaries in 2014 for our U.S. defined benefit plans. The RP 2014 mortality tables represent the new standard for defined benefit mortality assumptions due to longer life expectancies. The MP projection scale is used to factor in projected mortality improvements over time, based on age and date of birth (i.e., two-dimension generational). | ||
Allowance for Losses on Receivables, Policy | Allowance for Losses on Receivables | |
The allowance for losses on receivables is used to provide for potential impairment of receivables. The allowance represents an estimate of probable but unconfirmed losses in the receivable portfolio. We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience. Customers are generally not required to provide collateral for purchases. The allowance for losses on receivables also includes an allowance for sales returns. | ||
Management judgments are used to determine when to charge off uncollectible trade accounts receivable. We base these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability to pay. | ||
Losses on receivables have not historically been significant. | ||
Inventories, Policy | Inventories | |
Inventories are stated at the lower of cost or estimated net realizable value. Cost for raw materials, work-in-process, and finished goods is determined based on a first-in, first-out basis ("FIFO") and includes material, labor, and applicable manufacturing overhead, as well as transportation and handling costs. We conduct quarterly inventory reviews for salability and obsolescence, and inventory considered unlikely to be sold is adjusted to net realizable value. | ||
Property, Plant and Equipment and Other Capitalized Costs, Policy | Property, Plant and Equipment and Other Capitalized Costs | |
Property, plant and equipment (“PP&E”) are stated at cost, and in the case of plant and equipment, are depreciated on a straight-line basis over their estimated economic useful lives. In general, depreciable lives of plant and equipment are as follows: | ||
Buildings and improvements | 2 – 40 years | |
Machinery and equipment | 2 – 10 years | |
Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated economic useful lives of the improvements. Assets held under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization expense associated with capital leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease, unless ownership is transferred by the end of the lease or there is a bargain purchase option, in which case the asset is amortized, normally on a straight-line basis, over the useful life that would be assigned if the asset were owned. Amortization expense associated with capital leases is included within depreciation expense. | ||
Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. | ||
Foreign Currency, Policy | Foreign Currency | |
For financial reporting purposes, the functional currency of all of our subsidiaries is the U.S. dollar because of the significant influence of the U.S. dollar on our operations. In certain instances, we enter into transactions that are denominated in a currency other than the U.S. dollar. At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in U.S. dollars using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the U.S. dollar are adjusted to the U.S. dollar using the current exchange rate, with gains or losses recorded in Other, net in the consolidated statements of operations. | ||
Recently issued accounting standards to be adopted in the future period, Policy | Recently issued accounting standards to be adopted in a future period: | |
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. | ||
Legal Proceedings and Claims, Policy | 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. A best estimate amount may be changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected. | ||
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 consolidated statements of operations in a manner consistent with the related losses. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Property, Plant and Equipment, Schedule of Useful Lives | In general, depreciable lives of plant and equipment are as follows: | |||||||||||
Buildings and improvements | 2 – 40 years | |||||||||||
Machinery and equipment | 2 – 10 years | |||||||||||
Schedule of Other Nonoperating Income (Expense) | Other, net for the years ended December 31, 2014, 2013, and 2012 consisted of the following: | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Currency remeasurement gain/(loss) on debt | $ | 771 | $ | 457 | $ | (433 | ) | |||||
Currency remeasurement (loss)/gain on net monetary assets | (7,683 | ) | 402 | (2,036 | ) | |||||||
Loss on debt financing | (1,875 | ) | (9,010 | ) | (2,216 | ) | ||||||
Loss on commodity forward contracts | (9,017 | ) | (23,218 | ) | (436 | ) | ||||||
Gain/(loss) on foreign currency forward contracts | 5,469 | (3,290 | ) | (607 | ) | |||||||
Loss on interest rate cap | — | (1,097 | ) | — | ||||||||
Other | 276 | 127 | 147 | |||||||||
Total Other, net | $ | (12,059 | ) | $ | (35,629 | ) | $ | (5,581 | ) |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | PP&E as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 22,405 | $ | 10,969 | |||||
Buildings and improvements | 190,646 | 152,304 | |||||||
Machinery and equipment | 762,492 | 512,417 | |||||||
975,543 | 675,690 | ||||||||
Accumulated depreciation | (386,059 | ) | (331,033 | ) | |||||
Total | $ | 589,484 | $ | 344,657 | |||||
Schedule of Capital Leased Assets | PP&E as of December 31, 2014 and 2013 included the following assets under capital leases: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
PP&E recognized under capital leases | $ | 39,397 | $ | 39,397 | |||||
Accumulated amortization | (14,263 | ) | (13,237 | ) | |||||
Net PP&E recognized under capital leases | $ | 25,134 | $ | 26,160 | |||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory | The components of inventories as of December 31, 2014 and 2013 were as follows: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 127,407 | $ | 82,350 | ||||
Work-in-process | 69,218 | 32,790 | ||||||
Raw materials | 159,739 | 68,255 | ||||||
Total | $ | 356,364 | $ | 183,395 | ||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||
Schedule of Goodwill | The following table outlines the changes in goodwill, by segment: | |||||||||||||||||||||||||||||||||||
Sensors | Controls | Total | ||||||||||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||||||||||
Goodwill | Impairment | Goodwill | Goodwill | Impairment | Goodwill | Goodwill | Impairment | Goodwill | ||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 1,336,981 | $ | — | $ | 1,336,981 | $ | 435,592 | $ | (18,466 | ) | $ | 417,126 | $ | 1,772,573 | $ | (18,466 | ) | $ | 1,754,107 | ||||||||||||||||
Other acquisitions - purchase accounting adjustment | — | — | — | 278 | — | 278 | 278 | — | 278 | |||||||||||||||||||||||||||
Other acquisitions | 1,664 | — | 1,664 | — | — | — | 1,664 | — | 1,664 | |||||||||||||||||||||||||||
Balance at December 31, 2013 | 1,338,645 | — | 1,338,645 | 435,870 | (18,466 | ) | 417,404 | 1,774,515 | (18,466 | ) | 1,756,049 | |||||||||||||||||||||||||
Wabash acquisition | 18,807 | — | 18,807 | — | — | — | 18,807 | — | 18,807 | |||||||||||||||||||||||||||
Magnum acquisition | — | — | — | 12,768 | — | 12,768 | 12,768 | — | 12,768 | |||||||||||||||||||||||||||
DeltaTech acquisition | 99,254 | — | 99,254 | — | — | — | 99,254 | — | 99,254 | |||||||||||||||||||||||||||
Schrader acquisition | 538,019 | — | 538,019 | — | — | — | 538,019 | — | 538,019 | |||||||||||||||||||||||||||
Other acquisitions - purchase accounting adjustment | (102 | ) | — | (102 | ) | — | — | — | (102 | ) | — | (102 | ) | |||||||||||||||||||||||
Balance at December 31, 2014 | $ | 1,994,623 | $ | — | $ | 1,994,623 | $ | 448,638 | $ | (18,466 | ) | $ | 430,172 | $ | 2,443,261 | $ | (18,466 | ) | $ | 2,424,795 | ||||||||||||||||
Schedule of Finite-Lived Intangible Assets by Major Class | The following table outlines the components of definite-lived intangible assets, excluding goodwill, as of December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||||
Weighted- | December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||||||||||||
Life (Years) | Gross | Accumulated | Accumulated | Net | Gross | Accumulated | Accumulated | Net | ||||||||||||||||||||||||||||
Carrying | Amortization | Impairment | Carrying | Carrying | Amortization | Impairment | Carrying | |||||||||||||||||||||||||||||
Amount | Value | Amount | Value | |||||||||||||||||||||||||||||||||
Completed technologies | 14 | $ | 541,708 | $ | (242,506 | ) | $ | (2,430 | ) | $ | 296,772 | $ | 373,159 | $ | (203,320 | ) | $ | (2,430 | ) | $ | 167,409 | |||||||||||||||
Customer relationships | 11 | 1,460,088 | (943,375 | ) | (12,144 | ) | 504,569 | 1,098,098 | (840,143 | ) | (12,144 | ) | 245,811 | |||||||||||||||||||||||
Non-compete agreements | 8 | 23,400 | (23,400 | ) | — | — | 23,400 | (23,400 | ) | — | — | |||||||||||||||||||||||||
Tradenames | 9 | 8,854 | (4,259 | ) | — | 4,595 | 5,184 | (3,073 | ) | — | 2,111 | |||||||||||||||||||||||||
Capitalized software | 7 | 49,127 | (12,759 | ) | — | 36,368 | 28,246 | (9,659 | ) | — | 18,587 | |||||||||||||||||||||||||
Total | 11 | $ | 2,083,177 | $ | (1,226,299 | ) | $ | (14,574 | ) | $ | 842,304 | $ | 1,528,087 | $ | (1,079,595 | ) | $ | (14,574 | ) | $ | 433,918 | |||||||||||||||
Schedule of Amortization Expense | The following table outlines Amortization of intangible assets for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||||
Acquisition-related definite-lived intangible assets | $ | 143,604 | $ | 132,984 | $ | 142,983 | ||||||||||||||||||||||||||||||
Capitalized software | 3,100 | 1,403 | 1,794 | |||||||||||||||||||||||||||||||||
Total Amortization of intangible assets | $ | 146,704 | $ | 134,387 | $ | 144,777 | ||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents estimated Amortization of intangible assets for the following future periods: | |||||||||||||||||||||||||||||||||||
2015 | $ | 177,458 | ||||||||||||||||||||||||||||||||||
2016 | $ | 149,433 | ||||||||||||||||||||||||||||||||||
2017 | $ | 111,474 | ||||||||||||||||||||||||||||||||||
2018 | $ | 90,382 | ||||||||||||||||||||||||||||||||||
2019 | $ | 83,301 | ||||||||||||||||||||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Pro Forma Information | The following unaudited table presents the pro forma net revenue and earnings for the following periods of the combined entity had we acquired Schrader on January 1, 2013: | ||||||||
Unaudited | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Pro forma net revenue | $ | 2,849,547 | $ | 2,436,159 | |||||
Pro forma net income | $ | 264,907 | $ | 117,885 | |||||
Schrader [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: | ||||||||
Accounts receivable | $ | 96,811 | |||||||
Inventories | 72,153 | ||||||||
Prepaid expenses and other current assets | 17,545 | ||||||||
Property, plant and equipment | 149,646 | ||||||||
Other intangible assets | 363,000 | ||||||||
Goodwill | 538,019 | ||||||||
Other assets | 5,489 | ||||||||
Accounts payable | (66,461 | ) | |||||||
Accrued expenses and other current liabilities | (69,504 | ) | |||||||
Deferred income tax liabilities | (95,138 | ) | |||||||
Other long term liabilities | (15,287 | ) | |||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 996,273 | ||||||||
Cash and cash equivalents | 8,420 | ||||||||
Fair value of net assets acquired | $ | 1,004,693 | |||||||
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 Lives (years) | ||||||||
Acquired definite-lived intangible assets: | |||||||||
Completed technologies | $ | 100,000 | 10 | ||||||
Customer relationships | 260,000 | 10 | |||||||
Computer software | 3,000 | 3 | |||||||
$ | 363,000 | 10 | |||||||
DeltaTech [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 | $ | 12,974 | |||||||
Property, plant and equipment | 8,421 | ||||||||
Other intangible assets | 111,277 | ||||||||
Goodwill | 99,254 | ||||||||
Other noncurrent assets | 5,663 | ||||||||
Deferred income tax liabilities | (39,424 | ) | |||||||
Other long term liabilities | (21,237 | ) | |||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 176,928 | ||||||||
Cash and cash equivalents | 919 | ||||||||
Fair value of net assets acquired | $ | 177,847 | |||||||
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 Lives (years) | ||||||||
Acquired definite-lived intangible assets: | |||||||||
Customer relationships | $ | 82,420 | 8 | ||||||
Completed technologies | 26,139 | 10 | |||||||
Tradenames | 1,820 | 5 | |||||||
Computer software | 898 | 7 | |||||||
$ | 111,277 | 8 | |||||||
Magnum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | |||||||||
Acquisition Date Fair Value | Weighted Average Lives (years) | ||||||||
Acquired definite-lived intangible assets: | |||||||||
Completed technologies | $ | 28,810 | 12 | ||||||
Customer relationships | 11,670 | 7 | |||||||
Tradename | 1,850 | 12 | |||||||
$ | 42,330 | 11 | |||||||
Wabash [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | ||||||||
Net working capital | $ | 8,289 | |||||||
Property, plant and equipment | 17,210 | ||||||||
Other intangible assets | 21,500 | ||||||||
Goodwill | 18,807 | ||||||||
Deferred income tax liabilities | (6,658 | ) | |||||||
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 Lives (years) | ||||||||
Acquired definite-lived intangible assets: | |||||||||
Completed technologies | $ | 13,600 | 9 | ||||||
Customer relationships | 7,900 | 7 | |||||||
$ | 21,500 | 8 | |||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued expenses and other current liabilities [Abstract] | ||||||||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2014 and 2013 consisted of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued compensation and benefits | $ | 63,066 | $ | 39,331 | ||||
Foreign currency and commodity forward contracts | 18,037 | 21,471 | ||||||
Accrued interest | 22,587 | 12,634 | ||||||
Accrued freight, utility, and insurance | 14,717 | 9,812 | ||||||
Value-added taxes | 6,489 | 2,863 | ||||||
Accrued taxes | 10,819 | 6,640 | ||||||
Accrued professional fees | 10,301 | 5,577 | ||||||
Accrued restructuring and severance | 14,046 | 3,373 | ||||||
Deferred income | 15,089 | 663 | ||||||
Current portion of pension and post-retirement benefit obligations | 2,360 | 1,717 | ||||||
Other accrued expenses and current liabilities | 45,270 | 19,158 | ||||||
Total | $ | 222,781 | $ | 123,239 | ||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt Instruments | Our debt as of December 31, 2014 and 2013 consisted of the following: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Original Term Loan | $ | 469,308 | $ | 474,062 | ||||
Incremental Term Loan | 598,500 | — | ||||||
6.5% Senior Notes | 700,000 | 700,000 | ||||||
4.875% Senior Notes | 500,000 | 500,000 | ||||||
5.625% Senior Notes | 400,000 | — | ||||||
Revolving Credit Facility | 130,000 | — | ||||||
Other debt | 2,153 | — | ||||||
Less: discount | (6,312 | ) | (2,289 | ) | ||||
Less: current portion | (142,905 | ) | (4,752 | ) | ||||
Long-term debt, net of discount, less current portion | $ | 2,650,744 | $ | 1,667,021 | ||||
Capital lease and other financing obligations | $ | 48,187 | $ | 52,193 | ||||
Less: current portion | (3,074 | ) | (3,348 | ) | ||||
Capital lease and other financing obligations, less current portion | $ | 45,113 | $ | 48,845 | ||||
Schedule of Debt Redemption Percentages | On or after May 15, 2015, we may redeem some or all of the 6.5% Senior Notes at the redemption prices listed below, plus accrued interest: | |||||||
Beginning May 15 | Percentage | |||||||
2015 | 103.25 | % | ||||||
2016 | 101.63 | % | ||||||
2017 and thereafter | 100 | % | ||||||
Schedule of Maturities of Long-term Debt | Remaining mandatory principal repayments of long-term debt, excluding capital lease payments, other financing obligations, and discretionary repurchases of debt, in each of the years ended December 31, 2015 through 2019 and thereafter are as follows: | |||||||
For the year ended December 31, | Aggregate Maturities | |||||||
2015 | $ | 142,905 | ||||||
2016 | 10,753 | |||||||
2017 | 10,753 | |||||||
2018 | 10,753 | |||||||
2019 | 1,156,299 | |||||||
Thereafter | 1,468,498 | |||||||
Total long-term debt principal payments | $ | 2,799,961 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign | Income before taxes for the years ended December 31, 2014, 2013, and 2012 was as follows: | |||||||||||||||
U.S. | Non-U.S. | Total | ||||||||||||||
For the year ended December 31, | ||||||||||||||||
2014 | $ | (92,632 | ) | $ | 346,058 | $ | 253,426 | |||||||||
2013 | $ | (80,426 | ) | $ | 314,363 | $ | 233,937 | |||||||||
2012 | $ | (100,156 | ) | $ | 272,821 | $ | 172,665 | |||||||||
Schedule of Components of Income Tax Expense (Benefit) | Provision for/(benefit from) income taxes for the years ended December 31, 2014, 2013, and 2012 was as follows: | |||||||||||||||
U.S. Federal | Non-U.S. | U.S. State | Total | |||||||||||||
For the year ended December 31, | ||||||||||||||||
2014:00:00 | ||||||||||||||||
Current | $ | — | $ | 28,438 | $ | 395 | $ | 28,833 | ||||||||
Deferred | (51,564 | ) | (6,280 | ) | (1,312 | ) | (59,156 | ) | ||||||||
Total | $ | (51,564 | ) | $ | 22,158 | $ | (917 | ) | $ | (30,323 | ) | |||||
2013:00:00 | ||||||||||||||||
Current | $ | — | $ | 19,826 | $ | 275 | $ | 20,101 | ||||||||
Deferred | 11,857 | 13,919 | (65 | ) | 25,711 | |||||||||||
Total | $ | 11,857 | $ | 33,745 | $ | 210 | $ | 45,812 | ||||||||
2012:00:00 | ||||||||||||||||
Current | $ | — | $ | 21,500 | $ | 295 | $ | 21,795 | ||||||||
Deferred | 16,039 | (42,754 | ) | 104 | (26,611 | ) | ||||||||||
Total | $ | 16,039 | $ | (21,254 | ) | $ | 399 | $ | (4,816 | ) | ||||||
Schedule of Effective Income Tax Rate Reconciliation | Principal reconciling items from income tax computed at the U.S. statutory tax rate for the years ended December 31, 2014, 2013, and 2012 were as follows: | |||||||||||||||
For the year ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Tax computed at statutory rate of 35% | $ | 88,700 | $ | 81,878 | $ | 60,433 | ||||||||||
Foreign tax rate differential | (70,090 | ) | (66,835 | ) | (31,352 | ) | ||||||||||
Unrealized foreign exchange (gains) and losses, net | (15,195 | ) | (4,029 | ) | (10,649 | ) | ||||||||||
Change in tax law or rates | (12,017 | ) | (4,402 | ) | (402 | ) | ||||||||||
Withholding taxes not creditable | 4,940 | 16,101 | 3,247 | |||||||||||||
Losses not tax benefited | 40,200 | 25,192 | 49,761 | |||||||||||||
Release of valuation allowances | (71,111 | ) | — | (82,553 | ) | |||||||||||
U.S. state taxes, net of U.S. federal benefit | 432 | 114 | 293 | |||||||||||||
Reserve for tax exposure | 308 | (13,674 | ) | 4,483 | ||||||||||||
Other | 3,510 | 11,467 | 1,923 | |||||||||||||
$ | (30,323 | ) | $ | 45,812 | $ | (4,816 | ) | |||||||||
Schedule of Deferred Tax Assets and Liabilities | The primary components of deferred income tax assets and liabilities as of December 31, 2014 and 2013 were as follows: | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Deferred tax assets: | ||||||||||||||||
Inventories and related reserves | $ | 9,781 | $ | 2,358 | ||||||||||||
Accrued expenses | 36,613 | 26,176 | ||||||||||||||
Property, plant and equipment | 15,685 | 10,972 | ||||||||||||||
Intangible assets | 48,747 | 84,080 | ||||||||||||||
Net operating loss, interest expense, and other carryforwards | 401,803 | 332,730 | ||||||||||||||
Pension liability and other | 10,106 | 3,531 | ||||||||||||||
Share-based compensation | 11,633 | 11,765 | ||||||||||||||
Other | 8,596 | 598 | ||||||||||||||
Total deferred tax assets | 542,964 | 472,210 | ||||||||||||||
Valuation allowance | (394,838 | ) | (379,003 | ) | ||||||||||||
Net deferred tax asset | 148,126 | 93,207 | ||||||||||||||
Deferred tax liabilities: | ||||||||||||||||
Property, plant and equipment | (31,208 | ) | (9,668 | ) | ||||||||||||
Intangible assets and goodwill | (411,320 | ) | (289,804 | ) | ||||||||||||
Unrealized exchange gain | (12,959 | ) | — | |||||||||||||
Tax on undistributed earnings of subsidiaries | (31,210 | ) | (39,834 | ) | ||||||||||||
Other | (5,546 | ) | (7,496 | ) | ||||||||||||
Total deferred tax liabilities | (492,243 | ) | (346,802 | ) | ||||||||||||
Net deferred tax liability | $ | (344,117 | ) | $ | (253,595 | ) | ||||||||||
Summary of Income Tax Contingencies | A reconciliation of the amount of unrecognized tax benefits is as follows: | |||||||||||||||
Balance at December 31, 2011 | $ | 15,796 | ||||||||||||||
Increases related to prior year tax positions | 8,191 | |||||||||||||||
Increases related to current year tax positions | 2,574 | |||||||||||||||
Decreases related to lapse of applicable statute of limitations | (1,447 | ) | ||||||||||||||
Decreases related to settlements with tax authorities | (3,341 | ) | ||||||||||||||
Balance at December 31, 2012 | 21,773 | |||||||||||||||
Increases related to prior year tax positions | 456 | |||||||||||||||
Increases related to current year tax positions | 9,694 | |||||||||||||||
Decreases related to lapse of applicable statute of limitations | (905 | ) | ||||||||||||||
Decreases related to settlements with tax authorities | (8,774 | ) | ||||||||||||||
Balance at December 31, 2013 | 22,244 | |||||||||||||||
Increases related to prior year tax positions | 7,540 | |||||||||||||||
Increases related to current year tax positions | 4,204 | |||||||||||||||
Decreases related to lapse of applicable statute of limitations | (3,025 | ) | ||||||||||||||
Decreases related to settlements with tax authorities | (8,189 | ) | ||||||||||||||
Balance at December 31, 2014 | $ | 22,774 | ||||||||||||||
Pension_and_Other_PostRetireme1
Pension and Other Post-Retirement Benefits (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Schedule of Net Benefit Costs | The following table outlines the net periodic benefit cost of the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||
Plans | Plans | Plans | ||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | Defined | Retiree | Defined | ||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||
Service cost | $ | — | $ | 107 | $ | 2,480 | $ | — | $ | 252 | $ | 2,274 | $ | 81 | $ | 262 | $ | 2,989 | ||||||||||||||||||
Interest cost | 1,792 | 329 | 1,185 | 1,441 | 589 | 1,156 | 1,936 | 654 | 1,155 | |||||||||||||||||||||||||||
Expected return on plan assets | (2,450 | ) | — | (865 | ) | (2,509 | ) | — | (908 | ) | (3,655 | ) | — | (1,000 | ) | |||||||||||||||||||||
Amortization of net loss | 262 | 482 | 179 | 954 | 491 | 399 | 52 | 317 | 480 | |||||||||||||||||||||||||||
Amortization of prior service cost | — | (1,335 | ) | — | — | — | 10 | — | — | 12 | ||||||||||||||||||||||||||
Loss on settlement | — | — | 51 | 779 | — | 18 | 613 | — | 384 | |||||||||||||||||||||||||||
Net periodic benefit cost | $ | (396 | ) | $ | (417 | ) | $ | 3,030 | $ | 665 | $ | 1,332 | $ | 2,949 | $ | (973 | ) | $ | 1,233 | $ | 4,020 | |||||||||||||||
Schedule of Changes in Fair Value of Plan Assets and Projected Benefit Obligations | The following table outlines the rollforward of the benefit obligation and plan assets for the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | |||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | |||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | |||||||||||||||||||||||||||||||
Change in Benefit Obligation | ||||||||||||||||||||||||||||||||||||
Beginning balance | $ | 56,999 | $ | 10,576 | $ | 40,106 | $ | 64,179 | $ | 18,094 | $ | 44,576 | ||||||||||||||||||||||||
Service cost | — | 107 | 2,480 | — | 252 | 2,274 | ||||||||||||||||||||||||||||||
Interest cost | 1,792 | 329 | 1,185 | 1,441 | 589 | 1,156 | ||||||||||||||||||||||||||||||
Plan participants’ contributions | — | — | 192 | — | — | 158 | ||||||||||||||||||||||||||||||
Plan amendment | — | — | (698 | ) | — | (7,195 | ) | (168 | ) | |||||||||||||||||||||||||||
Actuarial loss/(gain) | 1,236 | (735 | ) | 9,450 | (3,142 | ) | (626 | ) | (1,069 | ) | ||||||||||||||||||||||||||
Settlements | — | — | (175 | ) | (5,231 | ) | — | (191 | ) | |||||||||||||||||||||||||||
Benefits paid | (1,560 | ) | (304 | ) | (1,794 | ) | (248 | ) | (538 | ) | (947 | ) | ||||||||||||||||||||||||
Acquisitions (1) | — | — | 15,743 | — | — | — | ||||||||||||||||||||||||||||||
Foreign currency exchange rate changes | — | — | (6,812 | ) | — | — | (5,683 | ) | ||||||||||||||||||||||||||||
Ending balance | $ | 58,467 | $ | 9,973 | $ | 59,677 | $ | 56,999 | $ | 10,576 | $ | 40,106 | ||||||||||||||||||||||||
Change in Plan Assets | ||||||||||||||||||||||||||||||||||||
Beginning balance | $ | 55,933 | $ | — | $ | 35,729 | $ | 53,950 | $ | — | $ | 38,222 | ||||||||||||||||||||||||
Actual return on plan assets | 3,543 | — | 4,376 | 1,413 | — | 1,774 | ||||||||||||||||||||||||||||||
Employer contributions | 241 | 304 | 2,040 | 6,049 | 538 | 2,686 | ||||||||||||||||||||||||||||||
Plan participants’ contributions | — | — | 192 | — | — | 158 | ||||||||||||||||||||||||||||||
Settlements | — | — | (175 | ) | (5,231 | ) | — | (191 | ) | |||||||||||||||||||||||||||
Benefits paid | (1,560 | ) | (304 | ) | (1,794 | ) | (248 | ) | (538 | ) | (947 | ) | ||||||||||||||||||||||||
Foreign currency exchange rate changes | — | — | (4,716 | ) | — | — | (5,973 | ) | ||||||||||||||||||||||||||||
Ending balance | $ | 58,157 | $ | — | $ | 35,652 | $ | 55,933 | $ | — | $ | 35,729 | ||||||||||||||||||||||||
Funded status at end of year | $ | (310 | ) | $ | (9,973 | ) | $ | (24,025 | ) | $ | (1,066 | ) | $ | (10,576 | ) | $ | (4,377 | ) | ||||||||||||||||||
Accumulated benefit obligation at end of year | $ | 58,467 | NA | $ | 50,959 | $ | 56,999 | NA | $ | 32,748 | ||||||||||||||||||||||||||
(1) Relates to unfunded defined benefit plans assumed as part of the acquisitions of Wabash, DeltaTech, and Schrader. | ||||||||||||||||||||||||||||||||||||
Schedule of Amounts Recognized in Balance Sheet | The following table outlines the funded status amounts recognized in the consolidated balance sheets as of December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | |||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | |||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | |||||||||||||||||||||||||||||||
Noncurrent assets | $ | 3,311 | $ | — | $ | 540 | $ | 2,625 | $ | — | $ | 2,581 | ||||||||||||||||||||||||
Current liabilities | (496 | ) | (910 | ) | (954 | ) | (473 | ) | (815 | ) | (429 | ) | ||||||||||||||||||||||||
Noncurrent liabilities | (3,125 | ) | (9,063 | ) | (23,611 | ) | (3,218 | ) | (9,761 | ) | (6,529 | ) | ||||||||||||||||||||||||
$ | (310 | ) | $ | (9,973 | ) | $ | (24,025 | ) | $ | (1,066 | ) | $ | (10,576 | ) | $ | (4,377 | ) | |||||||||||||||||||
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year | Balances recognized within Accumulated other comprehensive loss that have not been recognized as components of net periodic benefit costs, net of tax, as of December 31, 2014, 2013, and 2012 are as follows: | |||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | Defined | Retiree | Defined | ||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||
Prior service cost | $ | — | $ | (3,182 | ) | $ | (594 | ) | $ | — | $ | (4,517 | ) | $ | (4 | ) | $ | — | $ | — | $ | 141 | ||||||||||||||
Net loss | $ | 17,194 | $ | 3,697 | $ | 12,212 | $ | 17,312 | $ | 4,914 | $ | 7,790 | $ | 19,661 | $ | 5,615 | $ | 9,194 | ||||||||||||||||||
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | Information for plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2014 and 2013 is as follows: | |||||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | Plans | Plans | |||||||||||||||||||||||||||||||||
Projected benefit obligation | $ | 3,622 | $ | 31,908 | $ | 3,691 | $ | 12,042 | ||||||||||||||||||||||||||||
Accumulated benefit obligation | $ | 3,622 | $ | 27,299 | $ | 3,691 | $ | 9,099 | ||||||||||||||||||||||||||||
Plan assets | $ | — | $ | 7,215 | $ | — | $ | 5,084 | ||||||||||||||||||||||||||||
Schedule of Accumulated and Projected Benefit Obligations | Information for plans with a projected benefit obligation in excess of plan assets as of December 31, 2014 and 2013 is as follows: | |||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||||||||||||||||||||||
Plans | Plans | Plans | Plans | |||||||||||||||||||||||||||||||||
Projected benefit obligation | $ | 13,595 | $ | 31,908 | $ | 14,267 | $ | 12,042 | ||||||||||||||||||||||||||||
Plan assets | $ | — | $ | 7,215 | $ | — | $ | 5,084 | ||||||||||||||||||||||||||||
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Other changes in plan assets and benefit obligations, net of tax, recognized in Other comprehensive (income)/loss for the years ended December 31, 2014, 2013, and 2012 are as follows: | |||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | U.S. Plans | Non-U.S. | |||||||||||||||||||||||||||||||
Plans | Plans | Plans | ||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Defined | Retiree | Defined | Defined | Retiree | Defined | ||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||
Net (gain)/loss | $ | 143 | $ | (735 | ) | $ | 4,640 | $ | (1,284 | ) | $ | (393 | ) | $ | (1,072 | ) | $ | 11,159 | $ | 3,984 | $ | 1,096 | ||||||||||||||
Amortization of net loss | (262 | ) | (482 | ) | (167 | ) | (576 | ) | (308 | ) | (314 | ) | (52 | ) | (317 | ) | (350 | ) | ||||||||||||||||||
Amortization of prior service cost | — | 1,335 | 2 | — | — | (6 | ) | — | — | (8 | ) | |||||||||||||||||||||||||
Plan amendment | — | — | (592 | ) | — | (4,517 | ) | (139 | ) | — | — | — | ||||||||||||||||||||||||
Settlement loss | — | — | (51 | ) | (489 | ) | — | (18 | ) | (613 | ) | — | (385 | ) | ||||||||||||||||||||||
Total recognized in other comprehensive (income)/loss | $ | (119 | ) | $ | 118 | $ | 3,832 | $ | (2,349 | ) | $ | (5,218 | ) | $ | (1,549 | ) | $ | 10,494 | $ | 3,667 | $ | 353 | ||||||||||||||
Schedule of Assumptions Used | Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare benefit plans as of December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Retiree | |||||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Healthcare | |||||||||||||||||||||||||||||||||
U.S. assumed discount rate | 2.9 | % | 2.9 | % | 3.5 | % | 3.4 | % | ||||||||||||||||||||||||||||
Non-U.S. assumed discount rate | 1.99 | % | NA | 2.73 | % | NA | ||||||||||||||||||||||||||||||
Non-U.S. average long-term pay progression | 3.05 | % | NA | 3.23 | % | NA | ||||||||||||||||||||||||||||||
Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | Retiree | Defined | Retiree | |||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | Healthcare | Benefit | Healthcare | |||||||||||||||||||||||||||||||
U.S. assumed discount rate | 3.5 | % | 3.4 | % | 2.5 | % | 3.4 | % | 4 | % | 4.3 | % | ||||||||||||||||||||||||
Non-U.S. assumed discount rate | 2.66 | % | NA | 2.85 | % | NA | 2.85 | % | NA | |||||||||||||||||||||||||||
U.S. average long-term rate | 4.75 | % | — | (1) | 4.75 | % | — | (1) | 7 | % | — | (1) | ||||||||||||||||||||||||
of return on plan assets | ||||||||||||||||||||||||||||||||||||
Non-U.S. average long-term rate of return on plan assets | 2.17 | % | NA | 2.61 | % | NA | 2.79 | % | NA | |||||||||||||||||||||||||||
U.S. average long-term pay progression | — | % | — | (2) | — | % | — | (2) | 4 | % | — | (2) | ||||||||||||||||||||||||
Non-U.S. average long-term pay progression | 3.13 | % | NA | 3.21 | % | NA | 3.18 | % | NA | |||||||||||||||||||||||||||
__________________ | ||||||||||||||||||||||||||||||||||||
-1 | Long-term rate of return on plan assets is not applicable to our U.S. retiree healthcare benefit plan as we do not hold assets for this plan. | |||||||||||||||||||||||||||||||||||
-2 | Rate of compensation increase is not applicable to our U.S. retiree healthcare benefit plan as compensation levels do not impact earned benefits. | |||||||||||||||||||||||||||||||||||
Schedule of Health Care Cost Trend Rates | Assumed healthcare cost trend rates for the U.S. retiree healthcare benefit plan as of December 31, 2014, 2013, and 2012 are as follows: | |||||||||||||||||||||||||||||||||||
Retiree Healthcare | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||||
Assumed healthcare trend rate for next year: | ||||||||||||||||||||||||||||||||||||
Attributed to less than age 65 | 7.6 | % | 7.6 | % | 7.9 | % | ||||||||||||||||||||||||||||||
Attributed to age 65 or greater | 7 | % | 7 | % | 7.2 | % | ||||||||||||||||||||||||||||||
Ultimate trend rate | 4.5 | % | 4.5 | % | 4.5 | % | ||||||||||||||||||||||||||||||
Year in which ultimate trend rate is reached: | ||||||||||||||||||||||||||||||||||||
Attributed to less than age 65 | 2029 | 2029 | 2029 | |||||||||||||||||||||||||||||||||
Attributed to age 65 or greater | 2029 | 2029 | 2029 | |||||||||||||||||||||||||||||||||
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates | A one percentage point change in the assumed healthcare trend rates for the year ended December 31, 2014 would have the following effect: | |||||||||||||||||||||||||||||||||||
1 percentage | 1 percentage | |||||||||||||||||||||||||||||||||||
point | point | |||||||||||||||||||||||||||||||||||
increase | decrease | |||||||||||||||||||||||||||||||||||
Effect on total service and interest cost components | $ | 2 | $ | (2 | ) | |||||||||||||||||||||||||||||||
Effect on post-retirement benefit obligations | $ | 46 | $ | (58 | ) | |||||||||||||||||||||||||||||||
Schedule of Expected Benefit Payments | The table below outlines the benefits expected to be paid to participants from the plans in each of the following years, which reflect expected future service, as appropriate. The majority of the payments will be paid from plan assets and not company assets. | |||||||||||||||||||||||||||||||||||
Expected Benefit Payments | U.S. | U.S. | Non-U.S. | |||||||||||||||||||||||||||||||||
Defined | Retiree | Defined | ||||||||||||||||||||||||||||||||||
Benefit | Healthcare | Benefit | ||||||||||||||||||||||||||||||||||
2015 | $ | 5,939 | $ | 910 | $ | 1,526 | ||||||||||||||||||||||||||||||
2016 | 6,113 | 1,118 | 1,942 | |||||||||||||||||||||||||||||||||
2017 | 6,081 | 1,192 | 2,132 | |||||||||||||||||||||||||||||||||
2018 | 5,746 | 1,237 | 2,228 | |||||||||||||||||||||||||||||||||
2019 | 5,203 | 1,239 | 2,842 | |||||||||||||||||||||||||||||||||
2020- 2024 | 18,255 | 4,239 | 15,402 | |||||||||||||||||||||||||||||||||
Schedule of Allocation of Plan Assets | The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2014: | |||||||||||||||||||||||||||||||||||
Asset Class | Target Allocation | Actual Allocation as of December 31, 2014 | ||||||||||||||||||||||||||||||||||
U.S. large cap equity | 6 | % | 7 | % | ||||||||||||||||||||||||||||||||
U.S. small / mid cap equity | 4 | % | 4 | % | ||||||||||||||||||||||||||||||||
International (non-U.S.) equity | 6 | % | 5 | % | ||||||||||||||||||||||||||||||||
Fixed income (U.S. investment grade) | 82 | % | 82 | % | ||||||||||||||||||||||||||||||||
High-yield fixed income | 1 | % | 1 | % | ||||||||||||||||||||||||||||||||
International (non-U.S.) fixed income | 1 | % | 1 | % | ||||||||||||||||||||||||||||||||
Defined Benefit [Member] | ||||||||||||||||||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Schedule of Defined Benefit Plans Disclosures | The following table presents information about the plan assets measured at fair value as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | |||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Asset Class | Quoted | Significant | Significant | Total | Quoted | Significant | Significant | Total | ||||||||||||||||||||||||||||
Prices in | Other | Unobservable | Prices in | Other | Unobservable | |||||||||||||||||||||||||||||||
Active | Observable | Inputs | Active | Observable | Inputs | |||||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | for Identical | (Level 2) | |||||||||||||||||||||||||||||||||
Assets | Assets | |||||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||||||
U.S. large cap equity | $ | 3,869 | $ | — | $ | — | $ | 3,869 | $ | 5,155 | $ | — | $ | — | $ | 5,155 | ||||||||||||||||||||
U.S. small / mid cap equity | 2,204 | — | — | 2,204 | 1,766 | — | — | 1,766 | ||||||||||||||||||||||||||||
International (non-U.S.) equity | 3,273 | — | — | 3,273 | 3,432 | — | — | 3,432 | ||||||||||||||||||||||||||||
Total equity mutual funds | 9,346 | — | — | 9,346 | 10,353 | — | — | 10,353 | ||||||||||||||||||||||||||||
Fixed income (U.S. investment grade) | 47,441 | — | — | 47,441 | 44,185 | — | — | 44,185 | ||||||||||||||||||||||||||||
High-yield fixed income | 836 | — | — | 836 | 841 | — | — | 841 | ||||||||||||||||||||||||||||
International (non-U.S.) fixed income | 534 | — | — | 534 | 554 | — | — | 554 | ||||||||||||||||||||||||||||
Total fixed income mutual funds | 48,811 | — | — | 48,811 | 45,580 | — | — | 45,580 | ||||||||||||||||||||||||||||
Total | $ | 58,157 | $ | — | $ | — | $ | 58,157 | $ | 55,933 | $ | — | $ | — | $ | 55,933 | ||||||||||||||||||||
Japan Defined Benefit Plan [Member] | ||||||||||||||||||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Schedule of Allocation of Plan Assets | The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2014: | |||||||||||||||||||||||||||||||||||
Asset Class | Target Allocation | Actual Allocation as of December 31, 2014 | ||||||||||||||||||||||||||||||||||
Equity securities | 30%-70% | 50 | % | |||||||||||||||||||||||||||||||||
Fixed income securities and cash and cash equivalents | 30%-70% | 50 | % | |||||||||||||||||||||||||||||||||
Schedule of Defined Benefit Plans Disclosures | The following table presents information about the plan assets measured at fair value as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | |||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Asset Class | Quoted | Significant | Significant | Total | Quoted | Significant | Significant | Total | ||||||||||||||||||||||||||||
Prices in | Other | Unobservable | Prices in | Other | Unobservable | |||||||||||||||||||||||||||||||
Active | Observable | Inputs | Active | Observable | Inputs | |||||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | for Identical | (Level 2) | |||||||||||||||||||||||||||||||||
Assets | Assets | |||||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||||||
U.S. equity | $ | 3,365 | $ | — | $ | — | $ | 3,365 | $ | 3,673 | $ | — | $ | — | $ | 3,673 | ||||||||||||||||||||
International (non-U.S.) equity | 9,471 | 1,494 | — | 10,965 | 8,793 | 3,296 | — | 12,089 | ||||||||||||||||||||||||||||
Total equity securities | 12,836 | 1,494 | — | 14,330 | 12,466 | 3,296 | — | 15,762 | ||||||||||||||||||||||||||||
U.S. fixed income | 1,265 | 2,574 | — | 3,839 | 1,278 | 2,220 | — | 3,498 | ||||||||||||||||||||||||||||
International (non-U.S.) fixed income | 9,753 | 286 | — | 10,039 | 10,205 | 890 | — | 11,095 | ||||||||||||||||||||||||||||
Total fixed income securities | 11,018 | 2,860 | — | 13,878 | 11,483 | 3,110 | — | 14,593 | ||||||||||||||||||||||||||||
Cash and cash equivalents | 230 | — | — | 230 | 291 | — | — | 291 | ||||||||||||||||||||||||||||
Total | $ | 24,084 | $ | 4,354 | $ | — | $ | 28,438 | $ | 24,240 | $ | 6,406 | $ | — | $ | 30,646 | ||||||||||||||||||||
Netherlands Defined Benefit Plan [Member] | ||||||||||||||||||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Schedule of Defined Benefit Plans Disclosures | The following tables present information about the plans’ assets measured at fair value as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | |||||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||||
Asset Class | Quoted | Significant | Significant | Total | Quoted | Significant | Significant | Total | ||||||||||||||||||||||||||||
Prices in | Other | Unobservable | Prices in | Other | Unobservable | |||||||||||||||||||||||||||||||
Active | Observable | Inputs | Active | Observable | Inputs | |||||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | for Identical | (Level 2) | |||||||||||||||||||||||||||||||||
Assets | Assets | |||||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||||||
Other (insurance policies) | $ | — | $ | — | $ | 6,544 | $ | 6,544 | $ | — | $ | — | $ | 4,463 | $ | 4,463 | ||||||||||||||||||||
Total | $ | — | $ | — | $ | 6,544 | $ | 6,544 | $ | — | $ | — | $ | 4,463 | $ | 4,463 | ||||||||||||||||||||
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following table outlines the rollforward of the Netherlands plan Level 3 assets for the years ended December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||||
Fair value measurement using | ||||||||||||||||||||||||||||||||||||
significant unobservable | ||||||||||||||||||||||||||||||||||||
inputs (Level 3) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 5,973 | ||||||||||||||||||||||||||||||||||
Actual return on plan assets still held at reporting date | (2,647 | ) | ||||||||||||||||||||||||||||||||||
Purchases, sales, settlements, and exchange rate changes | 1,137 | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | 4,463 | |||||||||||||||||||||||||||||||||||
Actual return on plan assets still held at reporting date | 2,159 | |||||||||||||||||||||||||||||||||||
Purchases, sales, settlements, and exchange rate changes | (78 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 6,544 | ||||||||||||||||||||||||||||||||||
ShareBased_Payment_Plans_Table
Share-Based Payment Plans (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized and Number Available for Grant | A summary of the ordinary shares authorized and available under each of our outstanding equity plans as of December 31, 2014 is presented below: | |||||||||||||
Shares Authorized | Shares Available | |||||||||||||
2010 Equity Incentive Plan | 10,000 | 5,984 | ||||||||||||
2010 Stock Purchase Plan | 500 | 470 | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the years ended December 31, 2014, 2013, and 2012 is presented in the table below (amounts have been calculated based on unrounded shares): | |||||||||||||
Stock Options | Weighted-Average | Weighted-Average | Aggregate | |||||||||||
Exercise Price Per Option | Remaining | Intrinsic Value | ||||||||||||
Contractual Term | ||||||||||||||
(in years) | ||||||||||||||
Options | ||||||||||||||
Balance at December 31, 2011 | 8,025 | $ | 12.05 | 5.8 | $ | 121,095 | ||||||||
Granted | 1,301 | 32.09 | ||||||||||||
Forfeited | (502 | ) | 29.79 | |||||||||||
Exercised | (1,948 | ) | 8.34 | 44,943 | ||||||||||
Balance at December 31, 2012 | 6,876 | 15.6 | 5.6 | 118,660 | ||||||||||
Granted | 887 | 32.97 | ||||||||||||
Forfeited and expired | (147 | ) | 26.29 | |||||||||||
Exercised | (2,474 | ) | 8.39 | 68,291 | ||||||||||
Balance at December 31, 2013 | 5,142 | 21.75 | 7.8 | 87,506 | ||||||||||
Granted | 767 | 43.61 | ||||||||||||
Forfeited and expired | (231 | ) | 35.6 | |||||||||||
Exercised | (1,589 | ) | 15.42 | 47,372 | ||||||||||
Balance at December 31, 2014 | 4,089 | 27.53 | 6.3 | 101,705 | ||||||||||
Options vested and exercisable as of December 31, 2014 | 2,575 | 21.33 | 5 | 80,018 | ||||||||||
Vested and expected to vest as of December 31, 2014(1) | 4,000 | 27.29 | 6.2 | 100,463 | ||||||||||
__________________ | ||||||||||||||
(1) | Consists of vested options and unvested options that are expected to vest. The expected to vest options are determined by applying the forfeiture rate assumption, adjusted for cumulative actual forfeitures, to total unvested options. | |||||||||||||
Schedule of Nonvested Share Activity | A summary of the status of our unvested options as of December 31, 2014 and of the changes during the year then ended is presented in the table below (amounts have been calculated based on unrounded shares): | |||||||||||||
Stock Options | Weighted-Average Grant-Date Fair Value | |||||||||||||
Unvested as of December 31, 2013 | 1,713 | $ | 10.38 | |||||||||||
Granted during the year | 767 | $ | 14.33 | |||||||||||
Vested during the year | (749 | ) | $ | 9.94 | ||||||||||
Forfeited during the year | (217 | ) | $ | 11.68 | ||||||||||
Unvested as of December 31, 2014 | 1,514 | $ | 12.41 | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average key assumptions used in estimating the grant-date fair value of the options are as follows: | |||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | ||||||||
Expected volatility | 30 | % | 30 | % | 30 | % | ||||||||
Risk-free interest rate | 2 | % | 1.1 | % | 1.88 | % | ||||||||
Expected term (years) | 5.9 | 6.1 | 6.3 | |||||||||||
Fair value per share of underlying ordinary shares | $ | 43.61 | $ | 32.97 | $ | 32.09 | ||||||||
Schedule of Nonvested Restricted Stock Units Activity | A summary of the unvested restricted securities (both service and performance based) activity for 2014, 2013, and 2012 is presented in the table below (amounts have been calculated based on unrounded shares): | |||||||||||||
Restricted Securities | Weighted-Average | |||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Balance at December 31, 2011 | 390 | $ | 23.47 | |||||||||||
Granted | 339 | 30.15 | ||||||||||||
Forfeited | (131 | ) | 30.33 | |||||||||||
Vested | (110 | ) | 17.72 | |||||||||||
Balance at December 31, 2012 | 489 | 27.64 | ||||||||||||
Granted | 246 | 32.79 | ||||||||||||
Forfeited | (41 | ) | 26.43 | |||||||||||
Vested | (64 | ) | 18.32 | |||||||||||
Balance at December 31, 2013 | 629 | 30.84 | ||||||||||||
Granted | 265 | 44.09 | ||||||||||||
Forfeited | (172 | ) | 34.87 | |||||||||||
Vested | (65 | ) | 21.32 | |||||||||||
Balance at December 31, 2014 | 656 | $ | 36.06 | |||||||||||
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest | Aggregate intrinsic value information for restricted securities as of December 31, 2014, 2013, and 2012 is presented below: | |||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Outstanding | $ | 34,404 | $ | 24,390 | $ | 15,868 | ||||||||
Expected to vest | $ | 26,982 | $ | 14,670 | $ | 9,172 | ||||||||
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Weighted Average Remaining Period | The weighted-average remaining periods over which the restrictions will lapse, expressed in years, as of December 31, 2014, 2013, and 2012 are as follows: | |||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Outstanding | 1.5 | 1.5 | 1.9 | |||||||||||
Expected to vest | 1.7 | 2 | 2.3 | |||||||||||
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: | |||||||||||||
For the year ended | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Options | $ | 7,685 | $ | 6,790 | $ | 11,777 | ||||||||
Restricted securities | 5,300 | 2,177 | 2,937 | |||||||||||
Total share-based compensation expense | $ | 12,985 | $ | 8,967 | $ | 14,714 | ||||||||
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The table below presents unrecognized compensation expense at December 31, 2014 for each class of award, and the remaining expected term for this expense to be recognized: | |||||||||||||
Unrecognized compensation expense | Expected | |||||||||||||
recognition (years) | ||||||||||||||
Options | $ | 13,055 | 2.5 | |||||||||||
Restricted securities | 12,417 | 1.9 | ||||||||||||
Total unrecognized compensation expense | $ | 25,472 | ||||||||||||
Restricted Securities With Performance Criteria [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Schedule of Nonvested Restricted Stock Units Activity | A summary of performance based restricted securities granted in the past three years is presented below: | |||||||||||||
Year ended December 31, | Performance Restricted Securities Granted | Weighted-Average | ||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
2012 | 192 | $ | 32.11 | |||||||||||
2013 | 122 | $ | 32.7 | |||||||||||
2014 | 110 | $ | 43.48 | |||||||||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||
Summary of IPO and Secondary Offerings | The following table summarizes the details of our IPO and secondary offerings: | ||||||||||||||||||||||||
Date of Completion | Ordinary shares sold by us | Ordinary shares sold by our existing shareholders and employees | Offering price per share | Net proceeds received (1) | |||||||||||||||||||||
IPO | 16-Mar-10 | 26,316 | 5,284 | $ | 18 | $ | 436,053 | ||||||||||||||||||
Over-allotment (2) | 14-Apr-10 | — | 4,740 | $ | 18 | $ | 2,515 | ||||||||||||||||||
Secondary public offering (2) | 17-Nov-10 | — | 23,000 | $ | 24.1 | $ | 3,696 | ||||||||||||||||||
Secondary public offering | 24-Feb-11 | — | 20,000 | $ | 33.15 | $ | 2,137 | ||||||||||||||||||
Over-allotment (2) | 2-Mar-11 | — | 3,000 | $ | 33.15 | $ | 261 | ||||||||||||||||||
Secondary public offering | 17-Dec-12 | — | 10,000 | $ | 29.95 | $ | 2,384 | ||||||||||||||||||
Secondary public offering | 19-Feb-13 | — | 15,000 | $ | 33.2 | $ | — | ||||||||||||||||||
Secondary public offering | 28-May-13 | — | 12,500 | $ | 35.95 | $ | — | ||||||||||||||||||
Secondary public offering | 6-Dec-13 | — | 15,500 | $ | 38.25 | $ | — | ||||||||||||||||||
Secondary public offering | 27-May-14 | — | 11,500 | $ | 42.42 | $ | — | ||||||||||||||||||
Secondary public offering | 10-Sep-14 | — | 15,051 | $ | 47.3 | $ | — | ||||||||||||||||||
(1) The proceeds received by us, which include proceeds received from the exercise of stock options, are net of underwriters' discounts and commissions and offering expenses. | |||||||||||||||||||||||||
(2) Represents or includes shares exercised by the underwriters' option to purchase additional shares from the selling shareholders. | |||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated other comprehensive loss were as follows: | ||||||||||||||||||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
Balance at December 31, 2011 | $ | (3,127 | ) | $ | (20,097 | ) | $ | (23,224 | ) | ||||||||||||||||
Pre-tax current period change | (3,151 | ) | (14,330 | ) | (17,481 | ) | |||||||||||||||||||
Income tax benefit/(expense) | 1,483 | (184 | ) | 1,299 | |||||||||||||||||||||
Balance at December 31, 2012 | (4,795 | ) | (34,611 | ) | (39,406 | ) | |||||||||||||||||||
Pre-tax current period change | (3,756 | ) | 14,621 | 10,865 | |||||||||||||||||||||
Income tax benefit/(expense) | 939 | (5,505 | ) | (4,566 | ) | ||||||||||||||||||||
Balance at December 31, 2013 | (7,612 | ) | (25,495 | ) | (33,107 | ) | |||||||||||||||||||
Pre-tax current period change | 34,521 | (4,667 | ) | 29,854 | |||||||||||||||||||||
Income tax (expense)/benefit | (9,331 | ) | 836 | (8,495 | ) | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 17,578 | $ | (29,326 | ) | $ | (11,748 | ) | |||||||||||||||||
Comprehensive Income (Loss) | The details of the components of Other comprehensive income/(loss), net of tax, for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | ||||||||||||||||||||||||
Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Change in Accumulated Other Comprehensive Loss | Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Change in Accumulated Other Comprehensive Loss | ||||||||||||||||||||
Other comprehensive income/(loss) before reclassifications | $ | 25,014 | $ | (3,456 | ) | $ | 21,558 | $ | (4,767 | ) | 7,405 | $ | 2,638 | ||||||||||||
Amounts reclassified from Accumulated other comprehensive loss | 176 | (375 | ) | (199 | ) | 1,950 | 1,711 | 3,661 | |||||||||||||||||
Net current period other comprehensive income/(loss) | $ | 25,190 | $ | (3,831 | ) | $ | 21,359 | $ | (2,817 | ) | $ | 9,116 | $ | 6,299 | |||||||||||
Reclassification out of Accumulated Other Comprehensive Income | The details about the amounts reclassified from Accumulated other comprehensive loss for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
Component | Year Ended December 31, | Year Ended December 31, | Affected Line in Consolidated Statements of Operations | ||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||||||||||||||
Interest rate caps | $ | 972 | $ | 1,063 | Interest expense (1) | ||||||||||||||||||||
Interest rate caps | — | 1,097 | Other, net (1) | ||||||||||||||||||||||
Foreign currency forward contracts | 334 | 2,206 | Net revenue (1) | ||||||||||||||||||||||
Foreign currency forward contracts | (1,070 | ) | (1,766 | ) | Cost of revenue (1) | ||||||||||||||||||||
236 | 2,600 | Total before tax | |||||||||||||||||||||||
(60 | ) | (650 | ) | Benefit from income taxes | |||||||||||||||||||||
$ | 176 | $ | 1,950 | Net of tax | |||||||||||||||||||||
Defined benefit and retiree healthcare plans | $ | (361 | ) | $ | 2,651 | Various (2) | |||||||||||||||||||
(14 | ) | (940 | ) | Benefit from income taxes | |||||||||||||||||||||
$ | (375 | ) | $ | 1,711 | Net of tax | ||||||||||||||||||||
-1 | See Note 16, "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 consolidated statements of operations. These amounts reclassified are included in the computation of net periodic benefit cost. See Note 10, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Schedule of Related Party Transactions | The table below presents related party transactions recognized during the identified periods. | |||||||
Administrative Services Agreement | Legal Services | |||||||
Charges recognized in SG&A expense | ||||||||
2014 | $ | — | $ | 260 | ||||
2013 | $ | (281 | ) | $ | 1,022 | |||
2012 | $ | 177 | $ | 835 | ||||
Payments made related to charges recognized in SG&A expense | ||||||||
2014 | $ | — | $ | 512 | ||||
2013 | $ | — | $ | 1,256 | ||||
2012 | $ | 385 | $ | 1,030 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||
Schedule of Future Minimum Payments for Leases and Other Financing Obligations | Future minimum payments for capital leases, other financing obligations, and non-cancelable operating leases in effect as of December 31, 2014 are as follows: | |||||||||||||||
Future Minimum Payments | ||||||||||||||||
Capital | Other Financing | Operating | Total | |||||||||||||
Leases | Arrangements | Leases | ||||||||||||||
For the year ending December 31, | ||||||||||||||||
2015 | $ | 4,548 | $ | 2,239 | $ | 9,783 | $ | 16,570 | ||||||||
2016 | 4,540 | 2,239 | 8,289 | 15,068 | ||||||||||||
2017 | 4,419 | 2,739 | 6,762 | 13,920 | ||||||||||||
2018 | 4,455 | 10,474 | 5,141 | 20,070 | ||||||||||||
2019 | 4,491 | 2,000 | 2,862 | 9,353 | ||||||||||||
2020 and thereafter | 29,068 | — | 8,878 | 37,946 | ||||||||||||
Net minimum rentals | 51,521 | 19,691 | 41,715 | 112,927 | ||||||||||||
Less: interest portion | (19,375 | ) | (3,650 | ) | — | (23,025 | ) | |||||||||
Present value of future minimum rentals | $ | 32,146 | $ | 16,041 | $ | 41,715 | $ | 89,902 | ||||||||
Long-term Purchase Commitment | As of December 31, 2014, we had the following purchase commitments: | |||||||||||||||
Purchase | ||||||||||||||||
Commitments | ||||||||||||||||
For the year ending December 31, | ||||||||||||||||
2015 | $ | 32,335 | ||||||||||||||
2016 | 11,955 | |||||||||||||||
2017 | 6,654 | |||||||||||||||
2018 | 2,990 | |||||||||||||||
2019 | 960 | |||||||||||||||
2020 and thereafter | 48 | |||||||||||||||
Total | $ | 54,942 | ||||||||||||||
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 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 December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those measurements fell: | |||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Quoted Prices in | Significant | Significant | Total | Quoted Prices in | Significant | Significant | Total | |||||||||||||||||||||||||
Active Markets | Other | Unobservable | Active Markets | Other | Unobservable | |||||||||||||||||||||||||||
for | Observable | Inputs | for | Observable | Inputs | |||||||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | Identical Assets | Inputs | (Level 3) | |||||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 1) | (Level 2) | |||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 31,785 | $ | — | $ | 31,785 | $ | — | $ | 1,863 | $ | — | $ | 1,863 | ||||||||||||||||
Commodity forward contracts | — | 114 | — | 114 | — | 151 | — | 151 | ||||||||||||||||||||||||
Total | $ | — | $ | 31,899 | $ | — | $ | 31,899 | $ | — | $ | 2,014 | $ | — | $ | 2,014 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 9,656 | $ | — | $ | 9,656 | $ | — | $ | 11,875 | $ | — | $11,875 | |||||||||||||||||
Commodity forward contracts | — | 11,975 | — | 11,975 | — | 13,229 | — | 13,229 | ||||||||||||||||||||||||
Total | $ | — | $ | 21,631 | $ | — | $ | 21,631 | $ | — | $ | 25,104 | $ | — | $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 consolidated balance sheets as of December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||
December 31, 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 | ||||||||||||||||||||||||||||||||
Original Term Loan | $ | 469,308 | $ | — | $ | 466,966 | $ | — | $ | 474,062 | $ | — | $ | 475,016 | $ | — | ||||||||||||||||
Incremental Term Loan | $ | 598,500 | $ | — | $ | 595,534 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
6.5% Senior Notes | $ | 700,000 | $ | — | $ | 730,660 | $ | — | $ | 700,000 | $ | — | $ | 752,500 | $ | — | ||||||||||||||||
4.875% Senior Notes | $ | 500,000 | $ | — | $ | 495,650 | $ | — | $ | 500,000 | $ | — | $ | 472,500 | $ | — | ||||||||||||||||
5.625% Senior Notes | $ | 400,000 | $ | — | $ | 415,000 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Revolving Credit Facility | $ | 130,000 | $ | — | $ | 128,250 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Other debt | $ | 2,153 | $ | — | $ | 2,153 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
(1) The carrying value is presented excluding discount. |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 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 consolidated balance sheets as of December 31, 2014 and December 31, 2013: | |||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||
Balance Sheet | December 31, 2014 | December 31, 2013 | Balance Sheet | December 31, 2014 | December 31, 2013 | |||||||||||||||
Location | Location | |||||||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 24,097 | $ | 1,566 | Accrued expenses and other current liabilities | $ | 6,332 | $ | 9,868 | ||||||||||
Foreign currency forward contracts | Other assets | 5,163 | — | Other long term liabilities | 2,210 | 500 | ||||||||||||||
Total | $ | 29,260 | $ | 1,566 | $ | 8,542 | $ | 10,368 | ||||||||||||
Derivatives not designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Commodity forward contracts | Prepaid expenses and other current assets | $ | 107 | $ | 80 | Accrued expenses and other current liabilities | $ | 10,591 | $ | 10,096 | ||||||||||
Commodity forward contracts | Other assets | 7 | 71 | Other long term liabilities | 1,384 | 3,133 | ||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | 2,525 | 297 | Accrued expenses and other current liabilities | 1,114 | 1,507 | ||||||||||||||
Total | $ | 2,639 | $ | 448 | $ | 13,089 | $ | 14,736 | ||||||||||||
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following tables present the effect of our derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2014 and 2013: | |||||||||||||||||||
Derivatives designated as | Amount of Net (Loss)/Gain | Location of Net (Loss)/Gain | Amount of Net (Loss)/Gain | |||||||||||||||||
hedging instruments under ASC 815 | Recognized in Other Comprehensive Income/(Loss) | Reclassified from | Reclassified from | |||||||||||||||||
Accumulated | Accumulated Other | |||||||||||||||||||
Other | Comprehensive Loss into Income | |||||||||||||||||||
Comprehensive | ||||||||||||||||||||
Loss into Income | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Interest rate caps | $ | — | $ | (6 | ) | Interest expense | $ | (972 | ) | $ | (1,063 | ) | ||||||||
Interest rate caps (1) | $ | — | $ | — | Other, net | $ | — | $ | (1,097 | ) | ||||||||||
Foreign currency forward contracts | $ | 42,936 | $ | (7,491 | ) | Net revenue | $ | (334 | ) | $ | (2,206 | ) | ||||||||
Foreign currency forward contracts | $ | (8,651 | ) | $ | 1,141 | Cost of revenue | $ | 1,070 | $ | 1,766 | ||||||||||
-1 | As discussed in Note 8, “Debt,” in April 2013 we completed the issuance and sale of the 4.875% Senior Notes. The proceeds from this issuance and sale, along with cash on hand, were used to, among other things, repay $700.0 million of the Original Term Loan. As a result of this repayment, it was probable that a portion of the hedged forecasted transactions associated with our interest rate caps would not occur. Accordingly, we reclassified $1.1 million from Accumulated other comprehensive loss to Other, net, in the year ended December 31, 2013. | |||||||||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | ||||||||||||||||||||
Derivatives not designated as | Amount of Gain/(Loss) Recognized in | Location of Gain/(Loss) | ||||||||||||||||||
hedging instruments under ASC 815 | Income on Derivatives | Recognized in Income on Derivatives | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Commodity forward contracts | $ | (9,017 | ) | $ | (23,218 | ) | Other, net | |||||||||||||
Foreign currency forward contracts | $ | 5,469 | $ | (3,290 | ) | Other, net | ||||||||||||||
Foreign currency forward contracts [Member] | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Schedule of Derivative Instruments | As of December 31, 2014, we had the following outstanding foreign currency forward contracts: | |||||||||||||||||||
Notional | Effective Date | Maturity Date | Index | Weighted Average Strike Rate | Hedge Designation | |||||||||||||||
(in millions) | ||||||||||||||||||||
287.8 EUR | Various from October 2013 to December 2014 | Various from February 2015 to November 2016 | Euro to U.S. Dollar Exchange Rate | 1.31 USD | Designated | |||||||||||||||
58.1 EUR | Various from October 2013 to December 2014 | 30-Jan-15 | Euro to U.S. Dollar Exchange Rate | 1.25 USD | Non-designated | |||||||||||||||
87.0 CNY | 23-Dec-14 | 30-Jan-15 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.18 CNY | Non-designated | |||||||||||||||
264.0 JPY | 23-Dec-14 | 30-Jan-15 | U.S. Dollar to Japanese Yen Exchange Rate | 120.54 JPY | Non-designated | |||||||||||||||
51,750.0 KRW | Various from March 2014 to December 2014 | Various from February 2015 to November 2016 | U.S. Dollar to Korean Won Exchange Rate | 1,063.28 KRW | Designated | |||||||||||||||
37,800.0 KRW | Various from March 2014 to December 2014 | 30-Jan-15 | U.S. Dollar to Korean Won Exchange Rate | 1,105.21 KRW | Non-designated | |||||||||||||||
85.7 MYR | Various from January 2014 to December 2014 | Various from February 2015 to November 2016 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.36 MYR | Designated | |||||||||||||||
26.7 MYR | Various from January 2014 to December 2014 | 30-Jan-15 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.47 MYR | Non-designated | |||||||||||||||
1,222.2 MXN | Various from January 2014 to December 2014 | Various from February 2015 to November 2016 | U.S. Dollar to Mexican Peso Exchange Rate | 13.97 MXN | Designated | |||||||||||||||
101.6 MXN | Various from January 2014 to December 2014 | January 30, 2015 | U.S. Dollar to Mexican Peso Exchange Rate | 13.95 MXN | Non-designated | |||||||||||||||
42.4 GBP | Various from October 2014 to December 2014 | Various from February 2015 to November 2016 | Pound Sterling to U.S. Dollar Exchange Rate | 1.58 USD | Designated | |||||||||||||||
5.3 GBP | Various from October 2014 to December 2014 | 30-Jan-15 | Pound Sterling to U.S. Dollar Exchange Rate | 1.56 USD | 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 December 31, 2014: | |||||||||||||||||||
Commodity | Notional | Remaining Contracted Periods | Weighted- | |||||||||||||||||
Average | ||||||||||||||||||||
Strike Price Per Unit | ||||||||||||||||||||
Silver | 2,095,639 troy oz. | January 2015 - December 2016 | $19.07 | |||||||||||||||||
Gold | 15,272 troy oz. | January 2015 - December 2016 | $1,295.09 | |||||||||||||||||
Nickel | 648,798 pounds | January 2015 - November 2016 | $7.20 | |||||||||||||||||
Aluminum | 5,989,386 pounds | January 2015 - November 2016 | $0.92 | |||||||||||||||||
Copper | 9,780,235 pounds | January 2015 - November 2016 | $3.09 | |||||||||||||||||
Platinum | 8,323 troy oz. | January 2015 - November 2016 | $1,385.74 | |||||||||||||||||
Palladium | 1,293 troy oz. | January 2015 - November 2016 | $772.86 | |||||||||||||||||
Zinc | 1,755,012 pounds | January 2015 - October 2016 | $1.04 |
Restructuring_and_Special_Char1
Restructuring and Special Charges (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||
Schedule of Restructuring and Related Costs | The following tables present costs/(gains) recorded within the consolidated statements of operations associated with our restructuring activities and special charges, and where these amounts were recognized, for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | ||||||||||||||||
For the year ended December 31, 2014 | ||||||||||||||||||||
Restructuring and special charges | $ | (198 | ) | $ | — | $ | 22,091 | $ | — | $ | 21,893 | |||||||||
Cost of revenue | — | — | — | (4,072 | ) | (4,072 | ) | |||||||||||||
Total | $ | (198 | ) | $ | — | $ | 22,091 | $ | (4,072 | ) | $ | 17,821 | ||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | ||||||||||||||||
For the year ended December 31, 2013 | ||||||||||||||||||||
Restructuring and special charges | $ | 5,332 | $ | 451 | $ | 957 | $ | (1,220 | ) | $ | 5,520 | |||||||||
Other, net | (49 | ) | — | 20 | — | (29 | ) | |||||||||||||
Cost of revenue | 1,304 | — | — | (8,030 | ) | (6,726 | ) | |||||||||||||
Total | $ | 6,587 | $ | 451 | $ | 977 | $ | (9,250 | ) | $ | (1,235 | ) | ||||||||
2011 Plan | MSP Plan | Other | Special Charges | Total | ||||||||||||||||
For the year ended December 31, 2012 | ||||||||||||||||||||
Restructuring and special charges | $ | 23,984 | $ | 3,120 | $ | 61 | $ | 12,987 | $ | 40,152 | ||||||||||
Other, net | 4,821 | 1 | 7 | — | 4,829 | |||||||||||||||
Cost of revenue | 1,519 | — | 3,778 | 1,910 | 7,207 | |||||||||||||||
Total | $ | 30,324 | $ | 3,121 | $ | 3,846 | $ | 14,897 | $ | 52,188 | ||||||||||
Schedule of Restructuring Reserve by Type of Cost | The following table outlines the changes to the restructuring liability associated with all of our "other" actions: | |||||||||||||||||||
Severance | ||||||||||||||||||||
Balance at December 31, 2013 | $ | 119 | ||||||||||||||||||
Charges | 22,091 | |||||||||||||||||||
Payments | (2,296 | ) | ||||||||||||||||||
Balance at December 31, 2014 | $ | 19,914 | ||||||||||||||||||
Schedule of Restructuring Reserve by Balance Sheet Location | The table below outlines the current and long-term components of our restructuring liabilities recognized in the consolidated balance sheets as of December 31, 2014 and 2013. The balance as of December 31, 2014 includes $0.5 million related to the 2011 Plan. | |||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Current liabilities | $ | 14,046 | $ | 3,242 | ||||||||||||||||
Long-term liabilities | 6,350 | — | ||||||||||||||||||
$ | 20,396 | $ | 3,242 | |||||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 years ended December 31, 2014, 2013, and 2012 (recast to reflect our realigned segments): | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net revenue: | ||||||||||||
Sensors | $ | 1,755,857 | $ | 1,358,238 | $ | 1,316,904 | ||||||
Controls | 653,946 | 622,494 | 597,006 | |||||||||
Total net revenue | $ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | ||||||
Segment operating income (as defined above): | ||||||||||||
Sensors | $ | 475,943 | $ | 401,595 | $ | 362,833 | ||||||
Controls | 202,115 | 195,822 | 189,368 | |||||||||
Total segment operating income | 678,058 | 597,417 | 552,201 | |||||||||
Corporate and other | (137,872 | ) | (94,029 | ) | (89,804 | ) | ||||||
Amortization of intangible assets | (146,704 | ) | (134,387 | ) | (144,777 | ) | ||||||
Restructuring and special charges | (21,893 | ) | (5,520 | ) | (40,152 | ) | ||||||
Profit from operations | 371,589 | 363,481 | 277,468 | |||||||||
Interest expense | (107,210 | ) | (95,101 | ) | (100,037 | ) | ||||||
Interest income | 1,106 | 1,186 | 815 | |||||||||
Other, net | (12,059 | ) | (35,629 | ) | (5,581 | ) | ||||||
Income before income taxes | $ | 253,426 | $ | 233,937 | $ | 172,665 | ||||||
Revenue from External Customers by Products and Services | The following table presents Net revenue by product categories for the years ended December 31, 2014, 2013, and 2012: | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net revenue: | ||||||||||||
Pressure sensors | $ | 1,186,913 | $ | 943,763 | $ | 863,369 | ||||||
Pressure switches | 99,489 | 87,846 | 93,261 | |||||||||
Temperature sensors | 152,662 | 137,016 | 123,730 | |||||||||
Speed and position sensors | 194,076 | 153,537 | 164,777 | |||||||||
Force sensors | 20,653 | 49,579 | 81,871 | |||||||||
Bimetal electromechanical controls | 359,610 | 355,089 | 349,337 | |||||||||
Thermal and magnetic-hydraulic circuit breakers | 117,816 | 113,228 | 118,699 | |||||||||
Power inverters | 35,160 | 19,994 | 20,387 | |||||||||
Interconnection | 69,332 | 72,206 | 50,317 | |||||||||
Other | 174,092 | 48,474 | 48,162 | |||||||||
$ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | |||||||
Schedule of Depreciation and Amortization, by Segment | The following table presents depreciation and amortization expense for the reported segments for the years ended December 31, 2014, 2013 and 2012 (recast to reflect our realigned segments): | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total depreciation and amortization | ||||||||||||
Sensors | $ | 40,092 | $ | 37,967 | $ | 34,451 | ||||||
Controls | 9,582 | 8,313 | 9,494 | |||||||||
Corporate and other(1) | 162,834 | 138,996 | 155,520 | |||||||||
Total | $ | 212,508 | $ | 185,276 | $ | 199,465 | ||||||
__________________ | ||||||||||||
-1 | Included within Corporate and other is depreciation and amortization expense associated with the fair value step-up recognized in prior acquisitions. We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and intangible assets associated with the acquisitions to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker. | |||||||||||
Reconciliation of Assets from Segment to Consolidated | The following table presents total assets for the reported segments as of December 31, 2014 and 2013: | |||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Total assets | ||||||||||||
Sensors | $ | 1,157,628 | $ | 567,566 | ||||||||
Controls | 304,522 | 258,176 | ||||||||||
Corporate and other(1) | 3,654,459 | 2,673,082 | ||||||||||
Total | $ | 5,116,609 | $ | 3,498,824 | ||||||||
__________________ | ||||||||||||
-1 | Included within Corporate and other as of December 31, 2014 and 2013 is $2,424.8 million and $1,756.0 million, respectively, of Goodwill, $910.8 million and $502.4 million, respectively, of Other intangible assets, net, $36.3 million and $33.2 million, respectively, of PP&E, and $0.0 million and $8.3 million, respectively, of assets held for sale. This treatment is consistent with the financial information reviewed by our chief operating decision maker. | |||||||||||
Schedule of Capital Expenditures by Segment | The following table presents capital expenditures for the reported segments for the years ended December 31, 2014, 2013, and 2012 (recast to reflect our realigned segments): | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total capital expenditures | ||||||||||||
Sensors | $ | 95,534 | $ | 38,358 | $ | 36,108 | ||||||
Controls | 13,832 | 20,738 | 8,427 | |||||||||
Corporate and other | 34,845 | 23,688 | 10,251 | |||||||||
Total | $ | 144,211 | $ | 82,784 | $ | 54,786 | ||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following tables present Net revenue by geographic area and by significant country for the years ended December 31, 2014, 2013, and 2012: | |||||||||||
Net Revenue | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Americas | $ | 961,024 | $ | 739,847 | $ | 710,899 | ||||||
Asia | 742,263 | 656,070 | 657,756 | |||||||||
Europe | 706,516 | 584,815 | 545,255 | |||||||||
$ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | |||||||
Net Revenue | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States | $ | 913,958 | $ | 704,493 | $ | 679,942 | ||||||
The Netherlands | 496,376 | 449,054 | 421,412 | |||||||||
China | 341,864 | 285,118 | 248,627 | |||||||||
Korea | 181,588 | 166,457 | 173,061 | |||||||||
Japan | 150,018 | 155,277 | 235,594 | |||||||||
All Other | 325,999 | 220,333 | 155,274 | |||||||||
$ | 2,409,803 | $ | 1,980,732 | $ | 1,913,910 | |||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | The following tables present long-lived assets, exclusive of Goodwill and Other intangible assets, net, by geographic area and by significant country as of December 31, 2014 and 2013: | |||||||||||
Long-Lived Assets | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Americas | $ | 220,761 | $ | 106,114 | ||||||||
Asia | 222,129 | 201,807 | ||||||||||
Europe | 146,594 | 36,736 | ||||||||||
Total | $ | 589,484 | $ | 344,657 | ||||||||
Long-Lived Assets | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
United States | $ | 114,333 | $ | 52,738 | ||||||||
China | 170,857 | 151,942 | ||||||||||
Mexico | 97,190 | 52,479 | ||||||||||
United Kingdom | 67,751 | — | ||||||||||
Bulgaria | 43,196 | 31,460 | ||||||||||
Malaysia | 41,766 | 40,033 | ||||||||||
The Netherlands | 6,310 | 3,410 | ||||||||||
All Other | 48,081 | 12,595 | ||||||||||
$ | 589,484 | $ | 344,657 | |||||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Weighted Average Number of Shares | For the years ended December 31, 2014, 2013, and 2012, the weighted-average shares outstanding for basic and diluted net income per share were as follows: | ||||||||
For the year ended | |||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||
Basic weighted-average ordinary shares outstanding | 170,113 | 176,091 | 177,473 | ||||||
Dilutive effect of stock options | 1,929 | 2,774 | 3,993 | ||||||
Dilutive effect of unvested restricted securities | 175 | 159 | 157 | ||||||
Diluted weighted-average ordinary shares outstanding | 172,217 | 179,024 | 181,623 | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | |||||||||
For the year ended | |||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||
Anti-dilutive shares excluded | 737 | 1,700 | 1,512 | ||||||
Contingently issuable shares excluded | 386 | 411 | 361 | ||||||
Unaudited_Quarterly_Data_Table
Unaudited Quarterly Data (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Unaudited Quarterly Data | A summary of the unaudited quarterly results of operations for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||||
For the year ended December 31, 2014 | ||||||||||||||||
Net revenue | $ | 705,261 | $ | 577,095 | $ | 575,853 | $ | 551,594 | ||||||||
Gross profit | $ | 235,512 | $ | 205,155 | $ | 207,407 | $ | 194,395 | ||||||||
Net income | $ | 69,520 | $ | 81,963 | $ | 63,893 | $ | 68,373 | ||||||||
Basic net income per share | $ | 0.41 | $ | 0.49 | $ | 0.37 | $ | 0.4 | ||||||||
Diluted net income per share | $ | 0.41 | $ | 0.48 | $ | 0.37 | $ | 0.39 | ||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Net revenue | $ | 505,015 | $ | 498,886 | $ | 506,418 | $ | 470,413 | ||||||||
Gross profit | $ | 189,208 | $ | 189,825 | $ | 183,719 | $ | 161,731 | ||||||||
Net income | $ | 67,067 | $ | 66,022 | $ | 20,371 | $ | 34,665 | ||||||||
Basic net income per share | $ | 0.38 | $ | 0.38 | $ | 0.12 | $ | 0.19 | ||||||||
Diluted net income per share | $ | 0.38 | $ | 0.37 | $ | 0.11 | $ | 0.19 | ||||||||
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
reporting_unit | ||||
Accounting Policies [Line Items] | ||||
Number of Reportable Units | 4 | |||
Other Nonoperating Income (Expense) [Abstract] | ||||
Currency remeasurement gain/(loss) on debt | $771 | $457 | ($433) | |
Loss on debt financing | -17,700 | |||
Total Other, net | -12,059 | -35,629 | -5,581 | |
Minimum [Member] | ||||
Accounting Policies [Line Items] | ||||
Debt Instrument, Maturity Term | 2 years | |||
Minimum [Member] | Buildings and improvements [Member] | ||||
Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 2 years | |||
Minimum [Member] | Machinery and equipment [Member] | ||||
Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 2 years | |||
Maximum [Member] | ||||
Accounting Policies [Line Items] | ||||
Debt Instrument, Maturity Term | 10 years | |||
Maximum [Member] | Buildings and improvements [Member] | ||||
Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 40 years | |||
Maximum [Member] | Machinery and equipment [Member] | ||||
Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 10 years | |||
Customer Concentration Risk [Member] | Net revenue [Member] | ||||
Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 7.00% | |||
Other, net [Member] | ||||
Other Nonoperating Income (Expense) [Abstract] | ||||
Currency remeasurement gain/(loss) on debt | 771 | 457 | -433 | |
Currency remeasurement (loss)/gain on net monetary assets | -7,683 | 402 | -2,036 | |
Loss on debt financing | -1,875 | -9,010 | -2,216 | |
Loss on commodity forward contracts | -9,017 | -23,218 | -436 | |
Gain/(loss) on foreign currency forward contracts | 5,469 | -3,290 | -607 | |
Loss on interest rate cap | 0 | -1,097 | 0 | |
Other | 276 | 127 | 147 | |
Total Other, net | ($12,059) | ($35,629) | ($5,581) |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2012 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, plant and equipment, at cost | $975,543,000 | $675,690,000 | |||
Accumulated depreciation | -386,059,000 | -331,033,000 | |||
Property, plant and equipment, net | 589,484,000 | 344,657,000 | |||
Depreciation | 65,804,000 | 50,889,000 | 54,688,000 | ||
Oyama Facility [Member] | |||||
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |||||
Disposal Group, Including Discontinued Operation, Long Lived Assets | 4,800,000 | ||||
Impairment of Long-Lived Assets to be Disposed of | 0 | ||||
Proceeds from Sale of Buildings | 5,600,000 | ||||
Almelo Facility [Member] | |||||
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |||||
Disposal Group, Including Discontinued Operation, Long Lived Assets | 3,500,000 | 3,500,000 | |||
Almelo Facility [Member] | Cost of Revenue [Member] | |||||
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |||||
Impairment of Long-Lived Assets to be Disposed of | 3,800,000 | ||||
Land [Member] | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, plant and equipment, at cost | 22,405,000 | 10,969,000 | |||
Buildings and improvements [Member] | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, plant and equipment, at cost | 190,646,000 | 152,304,000 | |||
Machinery and equipment [Member] | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, plant and equipment, at cost | 762,492,000 | 512,417,000 | |||
Assets held under capital leases [Member] | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, plant and equipment, at cost | 39,397,000 | 39,397,000 | |||
Accumulated depreciation | -14,263,000 | -13,237,000 | |||
Property, plant and equipment, net | $25,134,000 | $26,160,000 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory, Net [Abstract] | ||
Finished goods | $127,407,000 | $82,350,000 |
Work-in-process | 69,218,000 | 32,790,000 |
Raw materials | 159,739,000 | 68,255,000 |
Total | 356,364,000 | 183,395,000 |
Consignment Inventory | $11,100,000 | $8,100,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 02, 2014 | 29-May-14 | Aug. 04, 2014 | Oct. 14, 2014 |
Goodwill [Roll Forward] | |||||||
Gross Goodwill, Beginning Balance | $1,772,573 | ||||||
Accumulated Impairment, Beginning Balance | -18,466 | ||||||
Net Goodwill, Beginning Balance | 1,754,107 | ||||||
Gross Goodwill, Ending Balance | 2,443,261 | 1,774,515 | 1,772,573 | ||||
Accumulated Impairment, Ending Balance | -18,466 | -18,466 | -18,466 | ||||
Net Goodwill, Ending Balance | 2,424,795 | 1,756,049 | 1,754,107 | ||||
Sensors [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Gross Goodwill, Beginning Balance | 1,336,981 | ||||||
Accumulated Impairment, Beginning Balance | 0 | ||||||
Net Goodwill, Beginning Balance | 1,336,981 | ||||||
Gross Goodwill, Ending Balance | 1,994,623 | 1,338,645 | 1,336,981 | ||||
Accumulated Impairment, Ending Balance | 0 | 0 | 0 | ||||
Net Goodwill, Ending Balance | 1,994,623 | 1,338,645 | 1,336,981 | ||||
Controls [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Gross Goodwill, Beginning Balance | 435,592 | ||||||
Accumulated Impairment, Beginning Balance | -18,466 | ||||||
Net Goodwill, Beginning Balance | 417,126 | ||||||
Gross Goodwill, Ending Balance | 448,638 | 435,870 | 435,592 | ||||
Accumulated Impairment, Ending Balance | -18,466 | -18,466 | -18,466 | ||||
Net Goodwill, Ending Balance | 430,172 | 417,404 | 417,126 | ||||
Wabash [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Net Goodwill, Beginning Balance | 18,807 | ||||||
Acquisitions | 18,807 | ||||||
Net Goodwill, Ending Balance | 18,807 | ||||||
Wabash [Member] | Sensors [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 18,807 | ||||||
Wabash [Member] | Controls [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 0 | ||||||
Magnum [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Net Goodwill, Beginning Balance | 12,800 | ||||||
Acquisitions | 12,768 | ||||||
Net Goodwill, Ending Balance | 12,800 | ||||||
Magnum [Member] | Sensors [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 0 | ||||||
Magnum [Member] | Controls [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 12,768 | ||||||
DeltaTech [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Net Goodwill, Beginning Balance | 99,254 | ||||||
Acquisitions | 99,254 | ||||||
Net Goodwill, Ending Balance | 99,254 | ||||||
DeltaTech [Member] | Sensors [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 99,254 | ||||||
DeltaTech [Member] | Controls [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 0 | ||||||
Schrader [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Net Goodwill, Beginning Balance | 538,019 | ||||||
Acquisitions | 538,019 | ||||||
Net Goodwill, Ending Balance | 538,019 | ||||||
Schrader [Member] | Sensors [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 538,019 | ||||||
Schrader [Member] | Controls [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Acquisitions | 0 | ||||||
Other acquisitions [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Other acquisitions - purchase accounting adjustment | -102 | 278 | |||||
Acquisitions | 1,664 | ||||||
Other acquisitions [Member] | Sensors [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Other acquisitions - purchase accounting adjustment | -102 | 0 | |||||
Acquisitions | 1,664 | ||||||
Other acquisitions [Member] | Controls [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Other acquisitions - purchase accounting adjustment | 0 | 278 | |||||
Acquisitions | $0 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Acquired Finite-Lived Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life (Years) | 11 years | ||
Gross Carrying Amount | $2,083,177,000 | $1,528,087,000 | |
Accumulated Amortization | -1,226,299,000 | -1,079,595,000 | |
Accumulated Impairment | -14,574,000 | -14,574,000 | |
Net Carrying Value | 842,304,000 | 433,918,000 | |
Finite-Lived Intangible Assets, Amortization Expense | 146,704,000 | 134,387,000 | 144,777,000 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2015 | 177,458,000 | ||
2016 | 149,433,000 | ||
2017 | 111,474,000 | ||
2018 | 90,382,000 | ||
2019 | 83,301,000 | ||
Acquisition-related definite-lived intangible assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Amortization Expense | 143,604,000 | 132,984,000 | 142,983,000 |
Completed technologies [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life (Years) | 14 years | ||
Gross Carrying Amount | 541,708,000 | 373,159,000 | |
Accumulated Amortization | -242,506,000 | -203,320,000 | |
Accumulated Impairment | -2,430,000 | -2,430,000 | |
Net Carrying Value | 296,772,000 | 167,409,000 | |
Customer relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life (Years) | 11 years | ||
Gross Carrying Amount | 1,460,088,000 | 1,098,098,000 | |
Accumulated Amortization | -943,375,000 | -840,143,000 | |
Accumulated Impairment | -12,144,000 | -12,144,000 | |
Net Carrying Value | 504,569,000 | 245,811,000 | |
Non-compete agreements [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life (Years) | 8 years | ||
Gross Carrying Amount | 23,400,000 | 23,400,000 | |
Accumulated Amortization | -23,400,000 | -23,400,000 | |
Accumulated Impairment | 0 | 0 | |
Net Carrying Value | 0 | 0 | |
Trade names [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life (Years) | 9 years | ||
Gross Carrying Amount | 8,854,000 | 5,184,000 | |
Accumulated Amortization | -4,259,000 | -3,073,000 | |
Accumulated Impairment | 0 | 0 | |
Net Carrying Value | 4,595,000 | 2,111,000 | |
Capitalized software [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life (Years) | 7 years | ||
Gross Carrying Amount | 49,127,000 | 28,246,000 | |
Accumulated Amortization | -12,759,000 | -9,659,000 | |
Accumulated Impairment | 0 | 0 | |
Net Carrying Value | 36,368,000 | 18,587,000 | |
Finite-Lived Intangible Assets, Amortization Expense | 3,100,000 | 1,403,000 | 1,794,000 |
Klixon and Airpax [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Indefinite Lived Trade Names, Length of Time in Existence | 65 years | ||
Klixon [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Indefinite-Lived Trade Names | 59,100,000 | ||
Airpax [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Indefinite-Lived Trade Names | $9,400,000 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 14, 2014 | Aug. 04, 2014 | 29-May-14 | Jan. 02, 2014 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $56,000,000 | $47,700,000 | $23,500,000 | $21,300,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Goodwill | 2,424,795,000 | 2,424,795,000 | 1,756,049,000 | 1,754,107,000 | |||||||
Weighted-Average Life (Years) | 11 years | ||||||||||
Fair Value Adjustment to Inventory [Member] | |||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 3,800,000 | ||||||||||
Acquisition-related Financing Costs [Member] | |||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 9,000,000 | ||||||||||
Acquisition-related Costs [Member] | |||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 3,800,000 | ||||||||||
Customer Relationships [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Weighted-Average Life (Years) | 11 years | ||||||||||
Completed technologies [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Weighted-Average Life (Years) | 14 years | ||||||||||
Computer Software [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Weighted-Average Life (Years) | 7 years | ||||||||||
Schrader [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred | 1,004,700,000 | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 133,300,000 | 133,300,000 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | -3,600,000 | -3,600,000 | |||||||||
Interest Expense, Debt | 11,300,000 | ||||||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 9,000,000 | 3,500,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Accounts receivable | 96,811,000 | ||||||||||
Inventories | 72,153,000 | ||||||||||
Prepaid expenses and other current assets | 17,545,000 | ||||||||||
Property, plant and equipment | 149,646,000 | ||||||||||
Other intangible assets | 363,000,000 | ||||||||||
Goodwill | 538,019,000 | ||||||||||
Other noncurrent assets | 5,489,000 | ||||||||||
Accounts payable | -66,461,000 | ||||||||||
Accrued expenses and other current liabilities | -69,504,000 | ||||||||||
Deferred income tax liabilities | -95,138,000 | ||||||||||
Other long term liabilities | -15,287,000 | ||||||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 996,273,000 | ||||||||||
Cash and cash equivalents | 8,420,000 | ||||||||||
Fair value of net assets acquired | 1,004,693,000 | ||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount | 0 | ||||||||||
Weighted-Average Life (Years) | 10 years | ||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Pro forma net revenue | 2,849,547,000 | 2,436,159,000 | |||||||||
Pro forma net income | 264,907,000 | 117,885,000 | |||||||||
Schrader [Member] | Customer Relationships [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 100,000,000 | ||||||||||
Weighted-Average Life (Years) | 10 years | ||||||||||
Schrader [Member] | Completed technologies [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 260,000,000 | ||||||||||
Weighted-Average Life (Years) | 10 years | ||||||||||
Schrader [Member] | Computer Software [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 3,000,000 | ||||||||||
Weighted-Average Life (Years) | 3 years | ||||||||||
Schrader [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 12,500,000 | ||||||||||
DeltaTech [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred | 177,800,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Net working capital | 12,974,000 | ||||||||||
Property, plant and equipment | 8,421,000 | ||||||||||
Other intangible assets | 111,277,000 | ||||||||||
Goodwill | 99,254,000 | ||||||||||
Other noncurrent assets | 5,663,000 | ||||||||||
Deferred income tax liabilities | -39,424,000 | ||||||||||
Other long term liabilities | -21,237,000 | ||||||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 176,928,000 | ||||||||||
Cash and cash equivalents | 919,000 | ||||||||||
Fair value of net assets acquired | 177,847,000 | ||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount | 0 | ||||||||||
Weighted-Average Life (Years) | 8 years | ||||||||||
DeltaTech [Member] | Customer Relationships [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 82,420,000 | ||||||||||
Weighted-Average Life (Years) | 8 years | ||||||||||
DeltaTech [Member] | Completed technologies [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 26,139,000 | ||||||||||
Weighted-Average Life (Years) | 10 years | ||||||||||
DeltaTech [Member] | Trademarks [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 1,820,000 | ||||||||||
Weighted-Average Life (Years) | 5 years | ||||||||||
DeltaTech [Member] | Computer Software [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 898,000 | ||||||||||
Weighted-Average Life (Years) | 7 years | ||||||||||
Magnum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred | 60,600,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 42,330,000 | ||||||||||
Goodwill | 12,800,000 | ||||||||||
Weighted-Average Life (Years) | 11 years | ||||||||||
Magnum [Member] | Customer Relationships [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 11,670,000 | ||||||||||
Weighted-Average Life (Years) | 7 years | ||||||||||
Magnum [Member] | Completed technologies [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 28,810,000 | ||||||||||
Weighted-Average Life (Years) | 12 years | ||||||||||
Magnum [Member] | Trademarks [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 1,850,000 | ||||||||||
Weighted-Average Life (Years) | 12 years | ||||||||||
Wabash [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred | 59,600,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Net working capital | 8,289,000 | ||||||||||
Property, plant and equipment | 17,210,000 | ||||||||||
Other intangible assets | 21,500,000 | ||||||||||
Goodwill | 18,807,000 | ||||||||||
Deferred income tax liabilities | -6,658,000 | ||||||||||
Other long term liabilities | -867,000 | ||||||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 58,281,000 | ||||||||||
Cash and cash equivalents | 1,304,000 | ||||||||||
Fair value of net assets acquired | 59,585,000 | ||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount | 0 | ||||||||||
Weighted-Average Life (Years) | 8 years | ||||||||||
Wabash [Member] | Customer Relationships [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 7,900,000 | ||||||||||
Weighted-Average Life (Years) | 7 years | ||||||||||
Wabash [Member] | Completed technologies [Member] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||||||
Other intangible assets | 13,600,000 | ||||||||||
Weighted-Average Life (Years) | 9 years | ||||||||||
DeltaTech, Magnum, And Wabash [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $148,500,000 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued expenses and other current liabilities [Abstract] | ||
Accrued compensation and benefits | $63,066 | $39,331 |
Foreign currency and commodity forward contracts | 18,037 | 21,471 |
Accrued interest | 22,587 | 12,634 |
Accrued freight, utility, and insurance | 14,717 | 9,812 |
Value-added taxes | 6,489 | 2,863 |
Accrued taxes | 10,819 | 6,640 |
Accrued professional fees | 10,301 | 5,577 |
Accrued restructuring and severance | 14,046 | 3,373 |
Deferred income | 15,089 | 663 |
Current portion of pension and post-retirement benefit obligations | 2,360 | 1,717 |
Other accrued expenses and current liabilities | 45,270 | 19,158 |
Total | $222,781 | $123,239 |
Debt_Details
Debt (Details) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Apr. 30, 2013 | Aug. 04, 2014 | Dec. 31, 2013 | 31-May-11 | Dec. 31, 2014 | Oct. 31, 2014 | 12-May-11 | Apr. 17, 2013 | Oct. 14, 2014 | Nov. 30, 2014 | Dec. 31, 2012 | Aug. 31, 2014 | |
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | $2,799,961,000 | |||||||||||
Less: discount | -2,289,000 | -6,312,000 | ||||||||||
Less: current portion | -4,752,000 | -142,905,000 | ||||||||||
Long-term debt, net of discount, less current portion | 1,667,021,000 | 2,650,744,000 | ||||||||||
Capital lease and other financing obligations | 52,193,000 | 48,187,000 | ||||||||||
Less: current portion | -3,348,000 | -3,074,000 | ||||||||||
Capital lease and other financing obligations, less current portion | 48,845,000 | 45,113,000 | ||||||||||
Original Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extinguishment of Debt, Amount | 700,000,000 | |||||||||||
DeltaTech [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | 177,800,000 | |||||||||||
Original Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 474,062,000 | 469,308,000 | ||||||||||
Debt Instrument, Face Amount | 1,100,000,000 | |||||||||||
Debt Instrument, Issuance Price As Percent of Total | 99.50% | |||||||||||
Debt Instrument, Base Interest Rate | 0.75% | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.25% | 3.25% | ||||||||||
Debt Instrument, Amendment, Change in Interest Rate | 0.25% | 0.25% | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity, Increase (Decrease) | 100,000,000 | |||||||||||
Allowed Investments in Restricted Subsidiaries | 300,000,000 | 100,000,000 | ||||||||||
Restricted Payments Allowed | 150,000,000 | |||||||||||
Debt Instrument, Annual Amortization, Percent of Principal | 1.00% | |||||||||||
Amount That May Be Reborrowed Once Paid | 0 | |||||||||||
Original Term Loan, Base Rate Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.75% | ||||||||||
Original Term Loan, Eurodollar Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | 2.75% | ||||||||||
Debt Instrument, Interest Rate, interest rate floor | 0.75% | 1.00% | ||||||||||
Incremental Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 0 | 598,500,000 | ||||||||||
Debt Instrument, Base Interest Rate | 0.75% | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.50% | |||||||||||
Debt Instrument, Annual Amortization, Percent of Principal | 1.00% | |||||||||||
Line Of Credit Facility, Fee | 1.00% | |||||||||||
Incremental Term Loan [Member] | Loans Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 600,000,000 | |||||||||||
Debt Instrument, Issuance Price, Percentage | 99.25% | |||||||||||
6.5% Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 700,000,000 | 700,000,000 | ||||||||||
Debt Instrument, Face Amount | 700,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | 6.50% | 6.50% | |||||||||
6.5% Senior Notes [Member] | Debt Instrument, Redemption, Upon Change In Tax Law [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||||
6.5% Senior Notes [Member] | Debt Instrument, Redemption, Upon Change In Control Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 101.00% | |||||||||||
6.5% Senior Notes [Member] | Beginning May 15, 2015 Through May 15, 2016 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 103.25% | |||||||||||
6.5% Senior Notes [Member] | Beginning May 15, 2016 Through May 15, 2017 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 101.63% | |||||||||||
6.5% Senior Notes [Member] | May 15, 2017 and Thereafter [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||||
6.5% Senior Notes [Member] | Prior to May 15, 2015 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percent of Aggregate Principal, Not Including Applicable Premium | 100.00% | |||||||||||
4.875% Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 500,000,000 | 500,000,000 | ||||||||||
Debt Instrument, Face Amount | 500,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.88% | 4.88% | 4.88% | 4.88% | ||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||||
Debt Instrument, Objective Acceleration Clause, Percentage of Holders | 25.00% | |||||||||||
4.875% Senior Notes [Member] | Debt Instrument, Redemption, Upon Change In Tax Law [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||||
4.875% Senior Notes [Member] | Debt Instrument, Redemption, Upon Change In Control Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 101.00% | |||||||||||
5.625% Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 0 | 400,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | 5.63% | ||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||||
Debt Instrument, Objective Acceleration Clause, Percentage of Holders | 25.00% | |||||||||||
5.625% Senior Notes [Member] | Debt Instrument, Redemption, Upon Change In Tax Law [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||||
5.625% Senior Notes [Member] | Debt Instrument, Redemption, Upon Change In Control Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 101.00% | |||||||||||
5.625% Senior Notes [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 400,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 0 | 130,000,000 | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | 250,000,000 | |||||||||||
Line of Credit Facility, Amount Outstanding | 160,000,000 | |||||||||||
Debt, Weighted Average Interest Rate | 2.41% | |||||||||||
Debt Instrument, Basis Spread on Variable Rate, Scenario 1 | 2.50% | |||||||||||
Debt Instrument, Basis Spread on Variable Rate, Scenario 2 | 2.38% | |||||||||||
Debt Instrument, Basis Spread on Variable Rate, Scenario 3 | 2.25% | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 113,700,000 | |||||||||||
Letters of Credit Outstanding, Amount | 6,300,000 | |||||||||||
Letter of Credit Outstanding, Borrowings, Amount | 0 | |||||||||||
Debt Instrument, Maximum Net Leverage Ratio Allowed | 5 | |||||||||||
Debt Instrument, Covenants, Threshold for Net Leverage Ratio to Be Calculated, Percent of Commitments | 10.00% | |||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | |||||||||||
Revolving Credit Facility, Euro Revolver Borrowings [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 235,000,000 | |||||||||||
Other long-term debt [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | 0 | 2,153,000 | ||||||||||
Senior Secured Credit Facilities and Senior Notes [Member] | STBV [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Maximum Net Leverage Ratio Allowed | 2 | |||||||||||
Debt Instrument, Covenants, Maximum Operating Expenses of Parent Company | 10,000,000 | |||||||||||
Debt Instrument, Covenants, Maximum Equity Interest Purchases Allowed | 15,000,000 | |||||||||||
Debt Instrument, Covenants, Maximum Dividends and Distributions Allowed if Leverage Ratio is Met | 100,000,000 | |||||||||||
Debt Instrument, Covenants, Maximum Dividends and Distributions Allowed in Calendar Year | 40,000,000 | |||||||||||
Debt Instrument, Covenants, Maximum Dividends and Distributions Allowed in Aggregate | 150,000,000 | |||||||||||
Net Assets Subject to Restrictions | $1,249,100,000 |
Debt_Accounting_for_Debt_Trans
Debt - Accounting for Debt Transactions (Details) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Apr. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2012 | Apr. 17, 2013 | |
Extinguishment of Debt [Line Items] | |||||||||
Loss on Debt Refinancing | $17,700,000 | ||||||||
Deferred Financing Costs Capitalized | 13,900,000 | ||||||||
Original Term Loan [Member] | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Extinguishment of Debt, Amount | 700,000,000 | ||||||||
Write off of Deferred Debt Issuance Cost | 4,400,000 | ||||||||
4.875% Senior Notes [Member] | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Loss on Debt Refinancing | 7,100,000 | ||||||||
Deferred Financing Costs Capitalized | 3,900,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.88% | 4.88% | 4.88% | 4.88% | 4.88% | 4.88% | |||
Debt Issuance Cost | 2,700,000 | ||||||||
Original Term Loan [Member] | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Loss on Debt Refinancing | 1,900,000 | 2,200,000 | |||||||
Write off of Deferred Debt Issuance Cost | 200,000 | ||||||||
Other, net [Member] | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Loss on Debt Refinancing | 9,010,000 | 1,875,000 | 2,216,000 | ||||||
Interest Expense [Member] | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Loss on Debt Refinancing | $1,900,000 |
Debt_Capital_Leases_Details
Debt - Capital Leases (Details) | 12 Months Ended | ||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2008 | Jun. 30, 2008 |
USD ($) | USD ($) | USD ($) | Baoying Facility [Member] | Baoying Facility [Member] | Massachusetts facility [Member] | Massachusetts facility [Member] | Malaysian Facility [Member] | Malaysian Facility [Member] | Malaysian Facility [Member] | Malaysian Facility [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | MYR | ||||
Capital Leased Assets [Line Items] | |||||||||||
Lease Term | 20 years | ||||||||||
Operating Leases, Rent Expense | $7.50 | $6.50 | $6.10 | ||||||||
Capital Lease Obligations | 7.1 | 8.5 | 24.7 | 25.9 | 8.4 | 9 | |||||
Financing Obligation, Other | 7.6 | 8.3 | |||||||||
Sale Leaseback Transaction, Net Book Value | $12.60 | 41 |
Debt_Maturities_Details
Debt - Maturities (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2015 | $142,905 |
2016 | 10,753 |
2017 | 10,753 |
2018 | 10,753 |
2019 | 1,156,299 |
Thereafter | 1,468,498 |
Total long-term debt principal payments | $2,799,961 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ||||||
U.S. | ($92,632,000) | ($80,426,000) | ($100,156,000) | |||
Non-U.S. | 346,058,000 | 314,363,000 | 272,821,000 | |||
Income before taxes | 253,426,000 | 233,937,000 | 172,665,000 | |||
U.S. Federal | ||||||
U.S. Federal, Current | 0 | 0 | 0 | |||
U.S. Federal, Deferred | -51,564,000 | 11,857,000 | 16,039,000 | |||
U.S. Federal, Total | -51,564,000 | 11,857,000 | 16,039,000 | |||
Non-U.S. | ||||||
Non-U.S., Current | 28,438,000 | 19,826,000 | 21,500,000 | |||
Non-U.S., Deferred | -6,280,000 | 13,919,000 | -42,754,000 | |||
Non-U.S., Total | 22,158,000 | 33,745,000 | -21,254,000 | |||
U.S. State | ||||||
U.S. State, Current | 395,000 | 275,000 | 295,000 | |||
U.S. State, Deferred | -1,312,000 | -65,000 | 104,000 | |||
U.S. State, Total | -917,000 | 210,000 | 399,000 | |||
Total, Current | 28,833,000 | 20,101,000 | 21,795,000 | |||
Total, Deferred | -59,156,000 | 25,711,000 | -26,611,000 | |||
Total, Total | -30,323,000 | 45,812,000 | -4,816,000 | |||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | |||
Tax computed at statutory rate of 35% | 88,700,000 | 81,878,000 | 60,433,000 | |||
Foreign tax rate differential | -70,090,000 | -66,835,000 | -31,352,000 | |||
Unrealized foreign exchange (gains) and losses, net | -15,195,000 | -4,029,000 | -10,649,000 | |||
Change in tax law or rates | -12,017,000 | -4,402,000 | -402,000 | |||
Withholding taxes not creditable | 4,940,000 | 16,101,000 | 3,247,000 | |||
Losses not tax benefited | 40,200,000 | 25,192,000 | 49,761,000 | |||
Release of valuation allowances | -71,111,000 | 0 | -82,553,000 | |||
U.S. state taxes, net of U.S. federal benefit | 432,000 | 114,000 | 293,000 | |||
Reserve for tax exposure | 308,000 | -13,674,000 | 4,483,000 | |||
Other | 3,510,000 | 11,467,000 | 1,923,000 | |||
Increase (Decrease) in valuation allowance | 30,300,000 | 32,500,000 | 8,300,000 | 15,800,000 | 36,700,000 | |
Deferred tax assets: | ||||||
Inventories and related reserves | 9,781,000 | 9,781,000 | 2,358,000 | |||
Accrued expenses | 36,613,000 | 36,613,000 | 26,176,000 | |||
Property, plant and equipment | 15,685,000 | 15,685,000 | 10,972,000 | |||
Intangible assets | 48,747,000 | 48,747,000 | 84,080,000 | |||
Net operating loss, interest expense, and other carryforwards | 401,803,000 | 401,803,000 | 332,730,000 | |||
Pension liability and other | 10,106,000 | 10,106,000 | 3,531,000 | |||
Share-based compensation | 11,633,000 | 11,633,000 | 11,765,000 | |||
Other | 8,596,000 | 8,596,000 | 598,000 | |||
Total deferred tax assets | 542,964,000 | 542,964,000 | 472,210,000 | |||
Valuation allowance | -394,838,000 | -394,838,000 | -379,003,000 | |||
Net deferred tax asset | 148,126,000 | 148,126,000 | 93,207,000 | |||
Deferred tax liabilities: | ||||||
Property, plant and equipment | -31,208,000 | -31,208,000 | -9,668,000 | |||
Intangible assets and goodwill | -411,320,000 | -411,320,000 | -289,804,000 | |||
Unrealized exchange gain | -12,959,000 | -12,959,000 | 0 | |||
Tax on undistributed earnings of subsidiaries | -31,210,000 | -31,210,000 | -39,834,000 | |||
Other | -5,546,000 | -5,546,000 | -7,496,000 | |||
Total deferred tax liabilities | -492,243,000 | -492,243,000 | -346,802,000 | |||
Net deferred tax liability | -344,117,000 | -344,117,000 | -253,595,000 | |||
Goodwill and Indefinite-lived Intangible Assets, Useful Lives for Tax Purposes, Minimum | 6 years | |||||
Goodwill and Indefinite-lived Intangible Assets, Useful Lives for Tax Purposes, Maximum | 20 years | |||||
US Federal [Member] | ||||||
Deferred tax liabilities: | ||||||
Operating Loss Carryforwards | 571,800,000 | 571,800,000 | ||||
Operating Loss Carryforwards From Excess Tax Deductions From Share-based Payments | 225,200,000 | 225,200,000 | ||||
Foreign Tax Authority [Member] | ||||||
Deferred tax liabilities: | ||||||
Operating Loss Carryforwards | 94,600,000 | 94,600,000 | ||||
Netherlands [Member] | ||||||
Deferred tax liabilities: | ||||||
Tax Credit Carryforward, Amount | 5,500,000 | 5,500,000 | ||||
Mexico [Member] | ||||||
U.S. State | ||||||
Total, Deferred | -4,700,000 | |||||
Netherlands [Member] | ||||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Increase (Decrease) in valuation allowance | 66,000,000 | |||||
Changzhou, China Subsidiary [Member] | ||||||
Deferred tax liabilities: | ||||||
Tax Rate | 15.00% | |||||
Wabash, DeltaTech, And Schrader [Member] | ||||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Increase (Decrease) in valuation allowance | ($71,100,000) |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized Tax Benefits, Beginning of Period | $22,244,000 | $21,773,000 | $15,796,000 | |
Increases related to prior year tax positions | 7,540,000 | 456,000 | 8,191,000 | |
Increases related to current year tax positions | 8,000,000 | 4,204,000 | 9,694,000 | 2,574,000 |
Decreases related to lapse of applicable statute of limitations | -3,025,000 | -905,000 | -1,447,000 | |
Decreases related to settlements with tax authorities | -4,100,000 | -8,189,000 | -8,774,000 | -3,341,000 |
Unrecognized Tax Benefits, End of Period | 22,244,000 | 22,774,000 | 22,244,000 | 21,773,000 |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | -1,200,000 | -4,400,000 | 1,500,000 | |
Unrecognized Tax Benefits, Income Tax Penalties Expense | 500,000 | -4,700,000 | 700,000 | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 1,800,000 | 1,800,000 | 1,800,000 | 6,100,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 100,000 | 1,000,000 | 100,000 | 4,800,000 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound | 100,000 | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $20,100,000 | $20,900,000 | $20,100,000 |
Pension_and_Other_PostRetireme2
Pension and Other Post-Retirement Benefits - Defined Contribution Plans (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2012 |
plan | plan | ||||
Schedule of Defined Contribution Plans [Line Items] | |||||
Defined Contribution Plans, Number of Plans | 1 | 2 | |||
Defined Contribution Plan, Employer Matching Contribution, Percent | 4.00% | ||||
Defined Contribution Plan, Cost Recognized | $3.20 | $2.80 | $2.70 | ||
Enhanced Defined Contribution Plan [Member] | |||||
Schedule of Defined Contribution Plans [Line Items] | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent | 4.00% | ||||
Defined Contribution Plan, Percentage of Employee's Eligible Earnings, Fixed Contribution by Employer | 2.00% | ||||
Defined Contribution Plan [Member] | |||||
Schedule of Defined Contribution Plans [Line Items] | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent | 4.00% | 2.00% | |||
Defined Contribution Plan, Percent of Employee's Contribution Matched by Employer | 100.00% | 50.00% |
Pension_and_Other_PostRetireme3
Pension and Other Post-Retirement Benefits (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | ||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||||
Current liabilities | ($2,360,000) | ($1,717,000) | ($1,717,000) | |||||
Noncurrent liabilities | -35,799,000 | -19,508,000 | -19,508,000 | |||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||||
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year | -200,000 | |||||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||||
Total recognized in other comprehensive (income)/loss | 3,831,000 | -9,116,000 | 14,514,000 | |||||
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract] | ||||||||
1 percentage point increase, Effect on total service and interest cost components | 2,000 | |||||||
1 percentage point increase, Effect on post-retirement benefit obligations | 46,000 | |||||||
1 percentage point decrease, Effect on total service and interest cost components | -2,000 | |||||||
1 percentage point decrease, Effect on post-retirement benefit obligations | -58,000 | |||||||
Defined Benefit [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year | 0 | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||||||
Service cost | 0 | 0 | 81,000 | |||||
Interest cost | 1,792,000 | 1,441,000 | 1,936,000 | |||||
Expected return on plan assets | -2,450,000 | -2,509,000 | -3,655,000 | |||||
Amortization of net loss | 262,000 | 954,000 | 52,000 | |||||
Amortization of prior service cost | 0 | 0 | 0 | |||||
Loss on settlement | 0 | 779,000 | 613,000 | |||||
Net periodic benefit cost | -396,000 | 665,000 | -973,000 | |||||
Change in Benefit Obligation | ||||||||
Beginning balance | 56,999,000 | 64,179,000 | ||||||
Service cost | 0 | 0 | 81,000 | |||||
Interest cost | 1,792,000 | 1,441,000 | 1,936,000 | |||||
Plan participants’ contributions | 0 | 0 | ||||||
Plan amendment | 0 | 0 | ||||||
Actuarial loss/(gain) | 1,236,000 | -3,142,000 | ||||||
Settlements | 0 | -5,231,000 | ||||||
Benefits paid | -1,560,000 | -248,000 | ||||||
Acquisitions | 0 | 0 | ||||||
Foreign currency exchange rate changes | 0 | 0 | ||||||
Ending balance | 58,467,000 | 56,999,000 | 64,179,000 | 56,999,000 | ||||
Change in Plan Assets | ||||||||
Beginning balance | 55,933,000 | 53,950,000 | ||||||
Actual return on plan assets | 3,543,000 | 1,413,000 | ||||||
Employer contributions | 241,000 | 6,049,000 | ||||||
Plan participants’ contributions | 0 | 0 | ||||||
Settlements | 0 | -5,231,000 | ||||||
Benefits paid | -1,560,000 | -248,000 | ||||||
Foreign currency exchange rate changes | 0 | 0 | ||||||
Ending balance | 58,157,000 | 55,933,000 | 53,950,000 | 55,933,000 | ||||
Funded status at end of year | -310,000 | -1,066,000 | -1,066,000 | |||||
Accumulated benefit obligation at end of year | 58,467,000 | 56,999,000 | 56,999,000 | |||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||||
Noncurrent assets | 3,311,000 | 2,625,000 | 2,625,000 | |||||
Current liabilities | -496,000 | -473,000 | -473,000 | |||||
Noncurrent liabilities | -3,125,000 | -3,218,000 | -3,218,000 | |||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | -310,000 | -1,066,000 | -1,066,000 | |||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||||
Prior service cost | 0 | 0 | 0 | 0 | ||||
Net loss | 17,194,000 | 17,312,000 | 19,661,000 | 17,312,000 | ||||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||||
Projected benefit obligation | 3,622,000 | 3,691,000 | 3,691,000 | |||||
Accumulated benefit obligation | 3,622,000 | 3,691,000 | 3,691,000 | |||||
Plan assets | 0 | 0 | 0 | |||||
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||||
Projected benefit obligation | 13,595,000 | 14,267,000 | 14,267,000 | |||||
Plan assets | 0 | 0 | 0 | |||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||||
Net (gain)/loss | 143,000 | -1,284,000 | 11,159,000 | |||||
Amortization of net loss | -262,000 | -576,000 | -52,000 | |||||
Amortization of prior service cost | 0 | 0 | 0 | |||||
Plan amendment | 0 | 0 | 0 | |||||
Settlement loss | 0 | -489,000 | -613,000 | |||||
Total recognized in other comprehensive (income)/loss | -119,000 | -2,349,000 | 10,494,000 | |||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||||||||
Discount rate | 2.90% | 3.50% | 3.50% | |||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||||||
Discount rate | 3.50% | 2.50% | 4.00% | |||||
Long-term rate of return on plan assets | 4.75% | 4.75% | 7.00% | |||||
Pay progression | 0.00% | 0.00% | 4.00% | |||||
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | ||||||||
2015 | 5,939,000 | |||||||
2016 | 6,113,000 | |||||||
2017 | 6,081,000 | |||||||
2018 | 5,746,000 | |||||||
2019 | 5,203,000 | |||||||
2020-2024 | 18,255,000 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 55,933,000 | 53,950,000 | ||||||
Ending balance | 58,157,000 | 55,933,000 | 53,950,000 | 55,933,000 | ||||
Defined Benefit [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 58,157,000 | 55,933,000 | 55,933,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 58,157,000 | 55,933,000 | 55,933,000 | |||||
Defined Benefit [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | Equity securities [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 9,346,000 | 10,353,000 | 10,353,000 | |||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 16.00% | 49.00% | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 9,346,000 | 10,353,000 | 10,353,000 | |||||
Defined Benefit [Member] | Equity securities [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 9,346,000 | 10,353,000 | 10,353,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 9,346,000 | 10,353,000 | 10,353,000 | |||||
Defined Benefit [Member] | Equity securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | Equity securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | U.S. large cap equity [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 5,155,000 | |||||||
Ending balance | 3,869,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 6.00% | |||||||
Actual Allocation | 7.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 5,155,000 | |||||||
Ending balance | 3,869,000 | |||||||
Defined Benefit [Member] | U.S. large cap equity [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 3,869,000 | 5,155,000 | 5,155,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 3,869,000 | 5,155,000 | 5,155,000 | |||||
Defined Benefit [Member] | U.S. large cap equity [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | U.S. large cap equity [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | U.S. small / mid cap equity [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 1,766,000 | |||||||
Ending balance | 2,204,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 4.00% | |||||||
Actual Allocation | 4.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 1,766,000 | |||||||
Ending balance | 2,204,000 | |||||||
Defined Benefit [Member] | U.S. small / mid cap equity [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 2,204,000 | 1,766,000 | 1,766,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 2,204,000 | 1,766,000 | 1,766,000 | |||||
Defined Benefit [Member] | U.S. small / mid cap equity [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | U.S. small / mid cap equity [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | International (non-U.S.) equity [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 3,432,000 | |||||||
Ending balance | 3,273,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 6.00% | |||||||
Actual Allocation | 5.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 3,432,000 | |||||||
Ending balance | 3,273,000 | |||||||
Defined Benefit [Member] | International (non-U.S.) equity [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 3,273,000 | 3,432,000 | 3,432,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 3,273,000 | 3,432,000 | 3,432,000 | |||||
Defined Benefit [Member] | International (non-U.S.) equity [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | International (non-U.S.) equity [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | Fixed income securities [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 48,811,000 | 45,580,000 | 45,580,000 | |||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 84.00% | 51.00% | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 48,811,000 | 45,580,000 | 45,580,000 | |||||
Defined Benefit [Member] | Fixed income securities [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 48,811,000 | 45,580,000 | 45,580,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 48,811,000 | 45,580,000 | 45,580,000 | |||||
Defined Benefit [Member] | Fixed income securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | Fixed income securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | Fixed income [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 44,185,000 | |||||||
Ending balance | 47,441,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 82.00% | |||||||
Actual Allocation | 82.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 44,185,000 | |||||||
Ending balance | 47,441,000 | |||||||
Defined Benefit [Member] | Fixed income [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 47,441,000 | 44,185,000 | 44,185,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 47,441,000 | 44,185,000 | 44,185,000 | |||||
Defined Benefit [Member] | Fixed income [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | Fixed income [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | High-yield fixed income [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 841,000 | |||||||
Ending balance | 836,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 1.00% | |||||||
Actual Allocation | 1.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 841,000 | |||||||
Ending balance | 836,000 | |||||||
Defined Benefit [Member] | High-yield fixed income [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 836,000 | 841,000 | 841,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 836,000 | 841,000 | 841,000 | |||||
Defined Benefit [Member] | High-yield fixed income [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | High-yield fixed income [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | International (non-U.S.) fixed income [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 554,000 | |||||||
Ending balance | 534,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 1.00% | |||||||
Actual Allocation | 1.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 554,000 | |||||||
Ending balance | 534,000 | |||||||
Defined Benefit [Member] | International (non-U.S.) fixed income [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 534,000 | 554,000 | 554,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 534,000 | 554,000 | 554,000 | |||||
Defined Benefit [Member] | International (non-U.S.) fixed income [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Defined Benefit [Member] | International (non-U.S.) fixed income [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Retiree Healthcare [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Unamortized Gain (Loss) Arising During Period, before Tax | 7,200,000 | |||||||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Amortization Period | 5 years | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||||||
Service cost | 107,000 | 252,000 | 262,000 | |||||
Interest cost | 329,000 | 589,000 | 654,000 | |||||
Expected return on plan assets | 0 | 0 | 0 | |||||
Amortization of net loss | 482,000 | 491,000 | 317,000 | |||||
Amortization of prior service cost | -1,335,000 | 0 | 0 | |||||
Loss on settlement | 0 | 0 | 0 | |||||
Net periodic benefit cost | -417,000 | 1,332,000 | 1,233,000 | |||||
Change in Benefit Obligation | ||||||||
Beginning balance | 10,576,000 | 18,094,000 | ||||||
Service cost | 107,000 | 252,000 | 262,000 | |||||
Interest cost | 329,000 | 589,000 | 654,000 | |||||
Plan participants’ contributions | 0 | 0 | ||||||
Plan amendment | 0 | -7,195,000 | ||||||
Actuarial loss/(gain) | -735,000 | -626,000 | ||||||
Settlements | 0 | 0 | ||||||
Benefits paid | -304,000 | -538,000 | ||||||
Acquisitions | 0 | 0 | ||||||
Foreign currency exchange rate changes | 0 | 0 | ||||||
Ending balance | 9,973,000 | 10,576,000 | 18,094,000 | 10,576,000 | ||||
Change in Plan Assets | ||||||||
Beginning balance | 0 | 0 | ||||||
Actual return on plan assets | 0 | 0 | ||||||
Employer contributions | 304,000 | 538,000 | ||||||
Plan participants’ contributions | 0 | 0 | ||||||
Settlements | 0 | 0 | ||||||
Benefits paid | -304,000 | -538,000 | ||||||
Foreign currency exchange rate changes | 0 | 0 | ||||||
Ending balance | 0 | 0 | 0 | 0 | ||||
Funded status at end of year | -9,973,000 | -10,576,000 | -10,576,000 | |||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||||
Noncurrent assets | 0 | 0 | 0 | |||||
Current liabilities | -910,000 | -815,000 | -815,000 | |||||
Noncurrent liabilities | -9,063,000 | -9,761,000 | -9,761,000 | |||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | -9,973,000 | -10,576,000 | -10,576,000 | |||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||||
Prior service cost | -3,182,000 | -4,517,000 | 0 | -4,517,000 | ||||
Net loss | 3,697,000 | 4,914,000 | 5,615,000 | 4,914,000 | ||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||||
Net (gain)/loss | -735,000 | -393,000 | 3,984,000 | |||||
Amortization of net loss | -482,000 | -308,000 | -317,000 | |||||
Amortization of prior service cost | 1,335,000 | 0 | 0 | |||||
Plan amendment | 0 | -4,517,000 | 0 | |||||
Settlement loss | 0 | 0 | 0 | |||||
Total recognized in other comprehensive (income)/loss | 118,000 | -5,218,000 | 3,667,000 | |||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||||||||
Discount rate | 2.90% | 3.40% | 3.40% | |||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||||||
Discount rate | 3.40% | 3.40% | 4.30% | |||||
Long-term rate of return on plan assets | 0.00% | [1] | 0.00% | [1] | 0.00% | [1] | ||
Pay progression | 0.00% | [2] | 0.00% | [2] | 0.00% | [2] | ||
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | ||||||||
Ultimate trend rate | 4.50% | 4.50% | 4.50% | |||||
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | ||||||||
2015 | 910,000 | |||||||
2016 | 1,118,000 | |||||||
2017 | 1,192,000 | |||||||
2018 | 1,237,000 | |||||||
2019 | 1,239,000 | |||||||
2020-2024 | 4,239,000 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 0 | 0 | ||||||
Ending balance | 0 | 0 | 0 | 0 | ||||
Retiree Healthcare [Member] | Attributed to less than age 65 [Member] | ||||||||
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | ||||||||
Assumed healthcare trend rate for next year: | 7.60% | 7.60% | 7.90% | |||||
Year in which ultimate trend rate is reached: | 2029 | 2029 | 2029 | 2029 | ||||
Retiree Healthcare [Member] | Attributed to age 65 or greater [Member] | ||||||||
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | ||||||||
Assumed healthcare trend rate for next year: | 7.00% | 7.00% | 7.20% | |||||
Year in which ultimate trend rate is reached: | 2029 | 2029 | 2029 | 2029 | ||||
Non-U.S.Plans, Defined Benefit [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year | 2,000,000 | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||||||
Service cost | 2,480,000 | 2,274,000 | 2,989,000 | |||||
Interest cost | 1,185,000 | 1,156,000 | 1,155,000 | |||||
Expected return on plan assets | -865,000 | -908,000 | -1,000,000 | |||||
Amortization of net loss | 179,000 | 399,000 | 480,000 | |||||
Amortization of prior service cost | 0 | 10,000 | 12,000 | |||||
Loss on settlement | 51,000 | 18,000 | 384,000 | |||||
Net periodic benefit cost | 3,030,000 | 2,949,000 | 4,020,000 | |||||
Change in Benefit Obligation | ||||||||
Beginning balance | 40,106,000 | 44,576,000 | ||||||
Service cost | 2,480,000 | 2,274,000 | 2,989,000 | |||||
Interest cost | 1,185,000 | 1,156,000 | 1,155,000 | |||||
Plan participants’ contributions | 192,000 | 158,000 | ||||||
Plan amendment | -698,000 | -168,000 | ||||||
Actuarial loss/(gain) | 9,450,000 | -1,069,000 | ||||||
Settlements | -175,000 | -191,000 | ||||||
Benefits paid | -1,794,000 | -947,000 | ||||||
Acquisitions | 15,743,000 | [3] | 0 | |||||
Foreign currency exchange rate changes | -6,812,000 | -5,683,000 | ||||||
Ending balance | 59,677,000 | 40,106,000 | 44,576,000 | 40,106,000 | ||||
Change in Plan Assets | ||||||||
Beginning balance | 35,729,000 | 38,222,000 | ||||||
Actual return on plan assets | 4,376,000 | 1,774,000 | ||||||
Employer contributions | 2,040,000 | 2,686,000 | ||||||
Plan participants’ contributions | 192,000 | 158,000 | ||||||
Settlements | -175,000 | -191,000 | ||||||
Benefits paid | -1,794,000 | -947,000 | ||||||
Foreign currency exchange rate changes | -4,716,000 | -5,973,000 | ||||||
Ending balance | 35,652,000 | 35,729,000 | 38,222,000 | 35,729,000 | ||||
Funded status at end of year | -24,025,000 | -4,377,000 | -4,377,000 | |||||
Accumulated benefit obligation at end of year | 50,959,000 | 32,748,000 | 32,748,000 | |||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||||
Noncurrent assets | 540,000 | 2,581,000 | 2,581,000 | |||||
Current liabilities | -954,000 | -429,000 | -429,000 | |||||
Noncurrent liabilities | -23,611,000 | -6,529,000 | -6,529,000 | |||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | -24,025,000 | -4,377,000 | -4,377,000 | |||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||||
Prior service cost | -594,000 | -4,000 | 141,000 | -4,000 | ||||
Net loss | 12,212,000 | 7,790,000 | 9,194,000 | 7,790,000 | ||||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||||
Projected benefit obligation | 31,908,000 | 12,042,000 | 12,042,000 | |||||
Accumulated benefit obligation | 27,299,000 | 9,099,000 | 9,099,000 | |||||
Plan assets | 7,215,000 | 5,084,000 | 5,084,000 | |||||
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||||
Projected benefit obligation | 31,908,000 | 12,042,000 | 12,042,000 | |||||
Plan assets | 7,215,000 | 5,084,000 | 5,084,000 | |||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||||
Net (gain)/loss | 4,640,000 | -1,072,000 | 1,096,000 | |||||
Amortization of net loss | -167,000 | -314,000 | -350,000 | |||||
Amortization of prior service cost | 2,000 | -6,000 | -8,000 | |||||
Plan amendment | -592,000 | -139,000 | 0 | |||||
Settlement loss | -51,000 | -18,000 | -385,000 | |||||
Total recognized in other comprehensive (income)/loss | 3,832,000 | -1,549,000 | 353,000 | |||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||||||||
Discount rate | 1.99% | 2.73% | 2.73% | |||||
Pay progression | 3.05% | 3.23% | 3.23% | |||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||||||
Discount rate | 2.66% | 2.85% | 2.85% | |||||
Long-term rate of return on plan assets | 2.17% | 2.61% | 2.79% | |||||
Pay progression | 3.13% | 3.21% | 3.18% | |||||
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | ||||||||
2015 | 1,526,000 | |||||||
2016 | 1,942,000 | |||||||
2017 | 2,132,000 | |||||||
2018 | 2,228,000 | |||||||
2019 | 2,842,000 | |||||||
2020-2024 | 15,402,000 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 35,729,000 | 38,222,000 | ||||||
Ending balance | 35,652,000 | 35,729,000 | 38,222,000 | 35,729,000 | ||||
Japan Defined Benefit Plan [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 30,646,000 | |||||||
Ending balance | 28,438,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Defined Benefit Plan, Target Allocation Percentage of Assets, Deviation Allowance | 20.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 30,646,000 | |||||||
Ending balance | 28,438,000 | |||||||
Japan Defined Benefit Plan [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 24,084,000 | 24,240,000 | 24,240,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 24,084,000 | 24,240,000 | 24,240,000 | |||||
Japan Defined Benefit Plan [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 4,354,000 | 6,406,000 | 6,406,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 4,354,000 | 6,406,000 | 6,406,000 | |||||
Japan Defined Benefit Plan [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | Equity securities [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 15,762,000 | |||||||
Ending balance | 14,330,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 50.00% | |||||||
Actual Allocation | 50.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 15,762,000 | |||||||
Ending balance | 14,330,000 | |||||||
Japan Defined Benefit Plan [Member] | Equity securities [Member] | Minimum [Member] | ||||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 30.00% | |||||||
Japan Defined Benefit Plan [Member] | Equity securities [Member] | Maximum [Member] | ||||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 70.00% | |||||||
Japan Defined Benefit Plan [Member] | Equity securities [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 12,836,000 | 12,466,000 | 12,466,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 12,836,000 | 12,466,000 | 12,466,000 | |||||
Japan Defined Benefit Plan [Member] | Equity securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 1,494,000 | 3,296,000 | 3,296,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 1,494,000 | 3,296,000 | 3,296,000 | |||||
Japan Defined Benefit Plan [Member] | Equity securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | U.S. equity [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 3,365,000 | 3,673,000 | 3,673,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 3,365,000 | 3,673,000 | 3,673,000 | |||||
Japan Defined Benefit Plan [Member] | U.S. equity [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 3,365,000 | 3,673,000 | 3,673,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 3,365,000 | 3,673,000 | 3,673,000 | |||||
Japan Defined Benefit Plan [Member] | U.S. equity [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | U.S. equity [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) equity [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 10,965,000 | 12,089,000 | 12,089,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 10,965,000 | 12,089,000 | 12,089,000 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) equity [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 9,471,000 | 8,793,000 | 8,793,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 9,471,000 | 8,793,000 | 8,793,000 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) equity [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 1,494,000 | 3,296,000 | 3,296,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 1,494,000 | 3,296,000 | 3,296,000 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) equity [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | Fixed income securities [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 14,593,000 | |||||||
Ending balance | 13,878,000 | |||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 50.00% | |||||||
Actual Allocation | 50.00% | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 14,593,000 | |||||||
Ending balance | 13,878,000 | |||||||
Japan Defined Benefit Plan [Member] | Fixed income securities [Member] | Minimum [Member] | ||||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 30.00% | |||||||
Japan Defined Benefit Plan [Member] | Fixed income securities [Member] | Maximum [Member] | ||||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||||
Target Allocation | 70.00% | |||||||
Japan Defined Benefit Plan [Member] | Fixed income securities [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 11,018,000 | 11,483,000 | 11,483,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 11,018,000 | 11,483,000 | 11,483,000 | |||||
Japan Defined Benefit Plan [Member] | Fixed income securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 2,860,000 | 3,110,000 | 3,110,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 2,860,000 | 3,110,000 | 3,110,000 | |||||
Japan Defined Benefit Plan [Member] | Fixed income securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | Fixed income [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 3,839,000 | 3,498,000 | 3,498,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 3,839,000 | 3,498,000 | 3,498,000 | |||||
Japan Defined Benefit Plan [Member] | Fixed income [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 1,265,000 | 1,278,000 | 1,278,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 1,265,000 | 1,278,000 | 1,278,000 | |||||
Japan Defined Benefit Plan [Member] | Fixed income [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 2,574,000 | 2,220,000 | 2,220,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 2,574,000 | 2,220,000 | 2,220,000 | |||||
Japan Defined Benefit Plan [Member] | Fixed income [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) fixed income [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 10,039,000 | 11,095,000 | 11,095,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 10,039,000 | 11,095,000 | 11,095,000 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) fixed income [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 9,753,000 | 10,205,000 | 10,205,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 9,753,000 | 10,205,000 | 10,205,000 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) fixed income [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 286,000 | 890,000 | 890,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 286,000 | 890,000 | 890,000 | |||||
Japan Defined Benefit Plan [Member] | International (non-U.S.) fixed income [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | Cash and cash equivalents [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 230,000 | 291,000 | 291,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 230,000 | 291,000 | 291,000 | |||||
Japan Defined Benefit Plan [Member] | Cash and cash equivalents [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 230,000 | 291,000 | 291,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 230,000 | 291,000 | 291,000 | |||||
Japan Defined Benefit Plan [Member] | Cash and cash equivalents [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Japan Defined Benefit Plan [Member] | Cash and cash equivalents [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Netherlands Defined Benefit Plan [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Netherlands Defined Benefit Plan [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Netherlands Defined Benefit Plan [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Netherlands Defined Benefit Plan [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Beginning balance | 4,463,000 | 5,973,000 | ||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 4,463,000 | 5,973,000 | ||||||
Actual return on plan assets still held at reporting date | 2,159,000 | -2,647,000 | ||||||
Purchases, sales, settlements, and exchange rate changes | -78,000 | 1,137,000 | ||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Netherlands Defined Benefit Plan [Member] | Other (insurance policies) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Netherlands Defined Benefit Plan [Member] | Other (insurance policies) [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Netherlands Defined Benefit Plan [Member] | Other (insurance policies) [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 0 | 0 | 0 | |||||
Netherlands Defined Benefit Plan [Member] | Other (insurance policies) [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | 6,544,000 | 4,463,000 | 4,463,000 | |||||
Belgian Defined Benefit Plan [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Change in Plan Assets | ||||||||
Ending balance | 700,000 | 600,000 | 600,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Ending balance | $700,000 | $600,000 | $600,000 | |||||
[1] | Long-term rate of return on plan assets is not applicable to our U.S. retiree healthcare benefit plan as we do not hold assets for this plan. | |||||||
[2] | Rate of compensation increase is not applicable to our U.S. retiree healthcare benefit plan as compensation levels do not impact earned benefits. | |||||||
[3] | Relates to unfunded defined benefit plans assumed as part of the acquisitions of Wabash, DeltaTech, and Schrader. |
ShareBased_Payment_Plans_Detai
Share-Based Payment Plans (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | 22-May-13 | ||
Stock Options | ||||||||
Beginning Balance (in shares) | 5,142,000 | 6,876,000 | 8,025,000 | |||||
Granted (in shares) | 767,000 | 887,000 | 1,301,000 | |||||
Forfeited (in shares) | -231,000 | -147,000 | -502,000 | |||||
Exercised (in shares) | -1,589,000 | -2,474,000 | -1,948,000 | |||||
Ending Balance (in shares) | 4,089,000 | 5,142,000 | 6,876,000 | 8,025,000 | ||||
Options vested and exercisable, Stock Options (in shares) | 2,575,000 | |||||||
Options vested and expected to vest, Stock Options (in shares) | 4,000,000 | [1] | ||||||
Weighted-Average Exercise Price Per Option | ||||||||
Beginning Balance (in dollars per share) | $21.75 | $15.60 | $12.05 | |||||
Granted (in dollars per share) | $43.61 | $32.97 | $32.09 | |||||
Forfeited (in dollars per share) | $35.60 | $26.29 | $29.79 | |||||
Exercised (in dollars per share) | $15.42 | $8.39 | $8.34 | |||||
Ending Balance (in dollars per share) | $27.53 | $21.75 | $15.60 | $12.05 | ||||
Options vested and exercisable, Weighted-Average Exercise Price (in dollars per share) | $21.33 | |||||||
Options vested and expected to vest, Weighted-Average Exercise Price (in dollars per share) | $27.29 | [1] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||
Weighted-Average Remaining Contractual Term (in years) | 6 years 3 months 18 days | 7 years 9 months | 5 years 7 months 6 days | 5 years 9 months | ||||
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 5 years | |||||||
Options vested and expected to vest, Weighted-Average Remaining Contractual Term (in years) | 6 years 2 months 12 days | [1] | ||||||
Beginning Balance, Aggregate Intrinsic Value | $87,506,000 | $118,660,000 | $121,095,000 | |||||
Exercised, Aggregate Intrinsic Value | 47,372,000 | 68,291,000 | 44,943,000 | |||||
Ending Balance, Aggregate Intrinsic Value | 101,705,000 | 87,506,000 | 118,660,000 | 121,095,000 | ||||
Options vested and exercisable, Aggregate Intrinsic Value | 80,018,000 | |||||||
Options vested and expected to vest, Aggregate Intrinsic Value | 100,463,000 | [1] | ||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Share-based compensation expense | 12,985,000 | 8,967,000 | 14,714,000 | |||||
Total Compensation Cost Not yet Recognized | 25,472,000 | |||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 0 | 0 | 0 | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 100,000 | 0 | 0 | |||||
Chief Executive Officer [Member] | Restructuring and Special Charges [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Plan Modification - Incremental Compensation Cost | 6,400,000 | |||||||
Restricted Securities [Member] | ||||||||
Restricted Securities | ||||||||
Beginning Balance (in shares) | 629,000 | 489,000 | 390,000 | |||||
Granted (in shares) | 265,000 | 246,000 | 339,000 | |||||
Forfeited (in shares) | -172,000 | -41,000 | -131,000 | |||||
Vested (in shares) | -65,000 | -64,000 | -110,000 | |||||
Ending Balance (in shares) | 656,000 | 629,000 | 489,000 | |||||
Weighted-Average Grant-Date Fair Value | ||||||||
Beginning Balance (in dollars per share) | $30.84 | $27.64 | $23.47 | |||||
Granted (in dollars per share) | $44.09 | $32.79 | $30.15 | |||||
Forfeited (in dollars per share) | $34.87 | $26.43 | $30.33 | |||||
Vested (in dollars per share) | $21.32 | $18.32 | $17.72 | |||||
Ending Balance (in dollars per share) | $36.06 | $30.84 | $27.64 | |||||
Outstanding, Aggregate intrinsic value | 34,404,000 | 24,390,000 | 15,868,000 | |||||
Expected to vest, Aggregate intrinsic value | 26,982,000 | 14,670,000 | 9,172,000 | |||||
Outstanding, Weighted-average remaining period | 1 year 6 months | 1 year 6 months | 1 year 11 months | |||||
Expected to vest, Weighted-average remaining period | 1 year 8 months 12 days | 2 years | 2 years 4 months | |||||
Share-based compensation expense | 5,300,000 | 2,177,000 | 2,937,000 | |||||
Total Compensation Cost Not yet Recognized | 12,417,000 | |||||||
Total Compensation Cost Not yet Recognized, Period for Recognition (years) | 1 year 10 months 24 days | |||||||
Restricted Stock Without Performance Criteria [Member] | ||||||||
Restricted Securities | ||||||||
Granted (in shares) | 155,000 | 124,000 | 147,000 | |||||
Weighted-Average Grant-Date Fair Value | ||||||||
Granted (in dollars per share) | $44.52 | $32.87 | $27.58 | |||||
Restricted Stock Without Performance Criteria [Member] | Graded Vesting [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Award Vesting Period | 4 years | |||||||
Annual Vesting Percentage | 25.00% | |||||||
Restricted Stock Without Performance Criteria [Member] | Minimum [Member] | Cliff Vesting [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Award Vesting Period | 3 years | |||||||
Restricted Stock Without Performance Criteria [Member] | Maximum [Member] | Cliff Vesting [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Award Vesting Period | 4 years | |||||||
Restricted Securities With Performance Criteria [Member] | ||||||||
Restricted Securities | ||||||||
Granted (in shares) | 110,000 | 122,000 | 192,000 | |||||
Weighted-Average Grant-Date Fair Value | ||||||||
Granted (in dollars per share) | $43.48 | $32.70 | $32.11 | |||||
Restricted Securities With Performance Criteria [Member] | Minimum [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Restricted stock - Potential Vesting Percentage | 0.00% | |||||||
Restricted Securities With Performance Criteria [Member] | Maximum [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Restricted stock - Potential Vesting Percentage | 150.00% | |||||||
Stock Option [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Granted during the year (in dollars per share) | $14.33 | $10.37 | $10.72 | |||||
Fair value of options vested | 7,400,000 | 6,700,000 | 11,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||
Expected volatility | 30.00% | 30.00% | 30.00% | |||||
Risk-free interest rate | 2.00% | 1.10% | 1.88% | |||||
Expected term (years) | 5 years 10 months 24 days | 6 years 1 month 6 days | 6 years 4 months | |||||
Weighted-Average Grant-Date Fair Value | ||||||||
Award Vesting Period | 4 years | 5 years | ||||||
Annual Vesting Percentage | 25.00% | |||||||
Expiration Period | 10 years | |||||||
Share-based compensation expense | 7,685,000 | 6,790,000 | 11,777,000 | |||||
Total Compensation Cost Not yet Recognized | 13,055,000 | |||||||
Total Compensation Cost Not yet Recognized, Period for Recognition (years) | 2 years 6 months | |||||||
Stock Option [Member] | Termination of Employment [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Expiration Period | 60 days | |||||||
Stock Option [Member] | Death or Disability [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Expiration Period | 6 months | |||||||
Stock Option [Member] | Director [Member] | ||||||||
Stock Options | ||||||||
Granted (in shares) | 96,000 | 120,000 | 116,000 | |||||
Weighted-Average Grant-Date Fair Value | ||||||||
Granted during the year (in dollars per share) | $13.99 | $10.25 | $9.31 | |||||
Weighted-Average Grant-Date Fair Value | ||||||||
Award Vesting Period | 1 year | |||||||
Nonvested Options [Member] | ||||||||
Stock Options | ||||||||
Unvested Beginning Balance (in shares) | 1,713,000 | |||||||
Granted (in shares) | 767,000 | |||||||
Vested (in shares) | -749,000 | |||||||
Forfeited (in shares) | -217,000 | |||||||
Unvested Ending Balance (in shares) | 1,514,000 | |||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Beginning Balance (in dollars per share) | $10.38 | |||||||
Granted during the year (in dollars per share) | $14.33 | |||||||
Vested during the year (in dollars per share) | $9.94 | |||||||
Forfeited during the year (in dollars per share) | $11.68 | |||||||
Ending Balance (in dollars per share) | $12.41 | |||||||
Restricted Securities With Performance Criteria Granted in 2012 [Member] | ||||||||
Weighted-Average Grant-Date Fair Value | ||||||||
Share-based compensation expense | $0 | |||||||
2010 Equity Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 5,000,000 | |||||||
Number of Shares Authorized | 10,000,000 | 10,000,000 | ||||||
Shares Available (in shares) | 5,984,000 | |||||||
2010 Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Shares Authorized | 500,000 | |||||||
Shares Available (in shares) | 470,000 | |||||||
[1] | Consists of vested options and unvested options that are expected to vest. The expected to vest options are determined by applying the forfeiture rate assumption, adjusted for cumulative actual forfeitures, to total unvested options. |
Shareholders_Equity_Details
Shareholders' Equity (Details) (EUR €) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Class of Stock [Line Items] | ||||
Ordinary shares authorized | 400,000,000 | 400,000,000 | ||
Offering price per share (in dollars per share) | 0.01 | 0.01 | ||
Ordinary shares issued | 178,437,000 | 178,437,000 | ||
Ordinary shares outstanding | 169,300,000 | |||
Preference shares authorized | 400,000,000 | |||
Nominal value of preference shares | 0.01 | |||
Preference shares outstanding | 0 | |||
Restricted Securities [Member] | ||||
Class of Stock [Line Items] | ||||
Number of unvested shares | 656,000 | 629,000 | 489,000 | 390,000 |
Sensata Investment Company SCA [Member] | ||||
Class of Stock [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.00% |
Shareholders_Equity_IPO_and_Se
Shareholders' Equity - IPO and Secondary Offerings (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 16, 2010 | Apr. 14, 2010 | Nov. 17, 2010 | Feb. 24, 2011 | Mar. 02, 2011 | Dec. 17, 2012 | Feb. 19, 2013 | 28-May-13 | Dec. 06, 2013 | 27-May-14 | Sep. 10, 2014 | Sep. 10, 2014 | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | EUR (€) | EUR (€) | IPO [Member] | Over-allotment, April 14, 2010 [Member] | Secondary Public Offering, November 17, 2010 [Member] | Secondary Public Offering, February 24, 2011 [Member] | Over-allotment, March 2, 2011 [Member] | Secondary Public Offering, December 17, 2012 [Member] | Secondary Public Offering, February 19, 2013 [Member] | Secondary Public Offering, May 28, 2013 [Member] | Secondary Public Offering, December 6, 2013 [Member] | Secondary Public Offering, May 27, 2014 [Member] | Secondary Public Offering, September 10, 2014 [Member] | Secondary Public Offering, September 10, 2014 [Member] | |||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||
IPO and Secondary Offerings [Line Items] | |||||||||||||||||||||||||
Ordinary shares sold by us | 26,316 | 0 | [1] | 0 | [1] | 0 | 0 | [1] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||
Ordinary shares sold by our existing shareholders and employees | 5,284 | 4,740 | [1] | 23,000 | [1] | 20,000 | 3,000 | [1] | 10,000 | 15,000 | 12,500 | 15,500 | 11,500 | 15,051 | |||||||||||
Offering price per share (in dollars per share) | € 0.01 | € 0.01 | $18 | $18 | [1] | $24.10 | [1] | $33.15 | $33.15 | [1] | $29.95 | $33.20 | $35.95 | $38.25 | $42.42 | $47.30 | |||||||||
Net proceeds received (in dollars) | $436,053 | [2] | $2,515 | [1],[2] | $3,696 | [1],[2] | $2,137 | [2] | $261 | [1],[2] | $2,384 | [2] | $0 | [2] | $0 | [2] | $0 | [2] | $0 | [2] | $0 | [2] | |||
[1] | Represents or includes shares exercised by the underwriters' option to purchase additional shares from the selling shareholders. | ||||||||||||||||||||||||
[2] | The proceeds received by us, which include proceeds received from the exercise of stock options, are net of underwriters' discounts and commissions and offering expenses. |
Shareholders_Equity_Treasury_S
Shareholders' Equity - Treasury Shares (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 27-May-14 | 31-May-14 | Dec. 31, 2013 | Dec. 06, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Feb. 28, 2014 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Treasury Stock, Shares, Acquired (in shares) | 4,300,000 | 8,600,000 | 500,000 | |||||||
Treasury Stock, Value, Acquired (in dollars) | $181,800,000 | $305,100,000 | $15,200,000 | |||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $42.22 | $35.55 | $29.75 | |||||||
Share-based Compensation Arrangement by Share-based Payment Awards Satisfied with Treasury Shares | 1,600,000 | 2,500,000 | 100,000 | |||||||
Loss from Reissuances of Treasury Shares (in dollars) | 28,700,000 | 59,500,000 | 2,700,000 | |||||||
Secondary Public Offering, May, 2014 [Member] | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Treasury Stock, Shares, Acquired (in shares) | 4,000,000 | 4,000,000 | 4,500,000 | |||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $42.42 | $42.42 | ||||||||
Secondary Public Offering, December, 2013 [Member] | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Treasury Stock, Shares, Acquired (in shares) | 4,500,000 | |||||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | 38.25 | $38.25 | ||||||||
October 2012 Share Repurchase Program [Member] | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock Repurchase Program, Authorized Amount | 250,000,000 | |||||||||
October 2013 (Reset) Share Repurchase Program [Member] | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock Repurchase Program, Authorized Amount | 250,000,000 | |||||||||
February 2014 (Reset) Share Repurchase Program [Member] | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock Repurchase Program, Authorized Amount | $250,000,000 |
Shareholders_Equity_Accumulate
Shareholders' Equity - Accumulated Other Comprehensive Loss (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||||
Accumulated other comprehensive loss, beginning balance | ($33,107) | ($33,107) | |||||||||||
Accumulated other comprehensive loss, ending balance | -11,748 | -33,107 | -11,748 | -33,107 | |||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Other comprehensive income/(loss) before reclassifications | 21,558 | 2,638 | |||||||||||
Amounts reclassified from Accumulated other comprehensive loss | -199 | 3,661 | |||||||||||
Other comprehensive income/(loss) | 21,359 | 6,299 | -16,182 | ||||||||||
Interest expense | 107,210 | 95,101 | 100,037 | ||||||||||
Other, net | 12,059 | 35,629 | 5,581 | ||||||||||
Net revenue | 705,261 | 577,095 | 575,853 | 551,594 | 505,015 | 498,886 | 506,418 | 470,413 | 2,409,803 | 1,980,732 | 1,913,910 | ||
Cost of revenue | -1,567,334 | -1,256,249 | -1,257,547 | ||||||||||
Total before tax | -253,426 | -233,937 | -172,665 | ||||||||||
(Benefit from)/provision for income taxes | -30,323 | 45,812 | -4,816 | ||||||||||
Net of tax | -69,520 | -81,963 | -63,893 | -68,373 | -67,067 | -66,022 | -20,371 | -34,665 | -283,749 | -188,125 | -177,481 | ||
Accumulated Other Comprehensive Income [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||||
Accumulated other comprehensive loss, beginning balance | -33,107 | -39,406 | -33,107 | -39,406 | -23,224 | ||||||||
Pre-tax current period charge | 29,854 | 10,865 | -17,481 | ||||||||||
Income tax benefit/(expense) | -8,495 | -4,566 | 1,299 | ||||||||||
Accumulated other comprehensive loss, ending balance | -11,748 | -33,107 | -11,748 | -33,107 | -39,406 | ||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Other comprehensive income/(loss) | 21,359 | 6,299 | -16,182 | ||||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||||
Accumulated other comprehensive loss, beginning balance | -7,612 | -4,795 | -7,612 | -4,795 | -3,127 | ||||||||
Pre-tax current period charge | 34,521 | -3,756 | -3,151 | ||||||||||
Income tax benefit/(expense) | -9,331 | 939 | 1,483 | ||||||||||
Accumulated other comprehensive loss, ending balance | 17,578 | -7,612 | 17,578 | -7,612 | -4,795 | ||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Other comprehensive income/(loss) before reclassifications | 25,014 | -4,767 | |||||||||||
Amounts reclassified from Accumulated other comprehensive loss | 176 | 1,950 | |||||||||||
Other comprehensive income/(loss) | 25,190 | -2,817 | |||||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | Amount Reclassified from Accumulated Other Comprehensive Loss [Member] | |||||||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Total before tax | 236 | 2,600 | |||||||||||
(Benefit from)/provision for income taxes | -60 | -650 | |||||||||||
Net of tax | 176 | 1,950 | |||||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | Interest rate caps [Member] | Amount Reclassified from Accumulated Other Comprehensive Loss [Member] | |||||||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Interest expense | 972 | [1] | 1,063 | [1] | |||||||||
Other, net | 0 | [1] | 1,097 | [1] | |||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | Foreign currency forward contracts [Member] | Amount Reclassified from Accumulated Other Comprehensive Loss [Member] | |||||||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Net revenue | 334 | [1] | 2,206 | [1] | |||||||||
Cost of revenue | -1,070 | [1] | -1,766 | [1] | |||||||||
Defined Benefit and Retiree Healthcare Plans [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||||
Accumulated other comprehensive loss, beginning balance | -25,495 | -34,611 | -25,495 | -34,611 | -20,097 | ||||||||
Pre-tax current period charge | -4,667 | 14,621 | -14,330 | ||||||||||
Income tax benefit/(expense) | 836 | -5,505 | -184 | ||||||||||
Accumulated other comprehensive loss, ending balance | -29,326 | -25,495 | -29,326 | -25,495 | -34,611 | ||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Other comprehensive income/(loss) before reclassifications | -3,456 | 7,405 | |||||||||||
Amounts reclassified from Accumulated other comprehensive loss | -375 | 1,711 | |||||||||||
Other comprehensive income/(loss) | -3,831 | 9,116 | |||||||||||
Defined Benefit and Retiree Healthcare Plans [Member] | Amount Reclassified from Accumulated Other Comprehensive Loss [Member] | |||||||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||
Total before tax | -361 | [2] | 2,651 | [2] | |||||||||
(Benefit from)/provision for income taxes | -14 | -940 | |||||||||||
Net of tax | ($375) | $1,711 | |||||||||||
[1] | The proceeds received by us, which include proceeds received from the exercise of stock options, are net of underwriters' discounts and commissions and offering expenses. | ||||||||||||
[2] | Represents or includes shares exercised by the underwriters' option to purchase additional shares from the selling shareholders. |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 27-May-14 | 31-May-14 | Dec. 31, 2013 | Dec. 06, 2013 | |
Related Party Transactions Activity [Abstract] | |||||||
Treasury Stock, Shares, Acquired (in shares) | 4,300,000 | 8,600,000 | 500,000 | ||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $42.22 | $35.55 | $29.75 | ||||
Secondary Public Offering, May, 2014 [Member] | |||||||
Related Party Transactions Activity [Abstract] | |||||||
Treasury Stock, Shares, Acquired (in shares) | 4,000,000 | 4,000,000 | 4,500,000 | ||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $42.42 | $42.42 | |||||
Secondary Public Offering, December, 2013 [Member] | |||||||
Related Party Transactions Activity [Abstract] | |||||||
Treasury Stock, Shares, Acquired (in shares) | 4,500,000 | ||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | 38.25 | $38.25 | |||||
Administrative Services Agreement [Member] | |||||||
Related Party Transactions Activity [Abstract] | |||||||
Charges recognized in SG&A expense | $0 | ($281,000) | $177,000 | ||||
Payments made related to charges recognized in SG&A expense | 0 | 0 | 385,000 | ||||
Legal Services [Member] | |||||||
Related Party Transactions Activity [Abstract] | |||||||
Charges recognized in SG&A expense | 260,000 | 1,022,000 | 835,000 | ||||
Payments made related to charges recognized in SG&A expense | 512,000 | 1,256,000 | 1,030,000 | ||||
Payable | 300,000 | 700,000 | 700,000 | ||||
Legal Services [Member] | Refinancing Transactions [Member] | |||||||
Related Party Transactions Activity [Abstract] | |||||||
Payments made related to charges recognized in SG&A expense | 100,000 | 300,000 | |||||
Amounts accrued for Related Party | 400,000 | ||||||
Parent Company [Member] | Administrative Services Agreement [Member] | |||||||
Related Party Transactions Activity [Abstract] | |||||||
Payments made related to charges recognized in SG&A expense | 0 | 0 | 400,000 | ||||
Related Party Transaction, Due from (to) Related Party | $0 | $0 | 0 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Future Minimum Payments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Capital Leases | |
2015 | $4,548 |
2016 | 4,540 |
2017 | 4,419 |
2018 | 4,455 |
2019 | 4,491 |
2020 and thereafter | 29,068 |
Net minimum rentals | 51,521 |
Less: interest portion | -19,375 |
Present value of future minimum rentals | 32,146 |
Other Financing Arrangements | |
2015 | 2,239 |
2016 | 2,239 |
2017 | 2,739 |
2018 | 10,474 |
2019 | 2,000 |
2020 and thereafter | 0 |
Net minimum rentals | 19,691 |
Less: interest portion | -3,650 |
Present value of future minimum rentals | 16,041 |
Operating Leases | |
2015 | 9,783 |
2016 | 8,289 |
2017 | 6,762 |
2018 | 5,141 |
2019 | 2,862 |
2020 and thereafter | 8,878 |
Net minimum rentals | 41,715 |
Less: interest portion | 0 |
Present value of future minimum rentals | 41,715 |
Total | |
2015 | 16,570 |
2016 | 15,068 |
2017 | 13,920 |
2018 | 20,070 |
2019 | 9,353 |
2020 and thereafter | 37,946 |
Net minimum rentals | 112,927 |
Less: interest portion | -23,025 |
Present value of future minimum rentals | $89,902 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Purchase Commitments (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Long-term Purchase Commitment [Line Items] | |
2015 | $32,335 |
2016 | 11,955 |
2017 | 6,654 |
2018 | 2,990 |
2019 | 960 |
2020 and thereafter | 48 |
Total | $54,942 |
Standard Product Warranty, After Customer Resale, Term | 12 months |
Maximum [Member] | |
Long-term Purchase Commitment [Line Items] | |
Standard Product Warranty, Term | 18 months |
Minimum [Member] | |
Long-term Purchase Commitment [Line Items] | |
Standard Product Warranty, Term | 12 months |
Commitments_and_Contingencies_3
Commitments and Contingencies - Litigation (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2009 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 04, 2014 | Dec. 04, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | 2-May-13 | Apr. 05, 2008 | Dec. 31, 2014 | Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | 25-May-11 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2008 | Dec. 31, 2014 |
USD ($) | Automotive Customer [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] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Aterro Mantovani Disposal Site [Member] | Aterro Mantovani Disposal Site [Member] | Aterro Mantovani Disposal Site [Member] | Aterro Mantovani Disposal Site [Member] | |
USD ($) | USD ($) | Ford Speed Control Deactivation Switch Litigation [Member] | Ford Speed Control Deactivation Switch Litigation [Member] | Ford Speed Control Deactivation Switch Litigation [Member] | SGL Italia [Member] | SGL Italia [Member] | SGL Italia [Member] | SGL Italia [Member] | Automotive Customer [Member] | Korean Supplier [Member] | Brazil State Tax [Member] | Bridgestone [Member] | Romans vs Ford [Member] | Romans vs Ford [Member] | Venmar [Member] | Cincinnati Ins. Co. [Member] | Auto-Owners Ins. Co. [Member] | Aircraft [Member] | Aircraft [Member] | USD ($) | USD ($) | lawsuit | Texas Instruments [Member] | ||
USD ($) | vehicle | Plaintiffs Alleging Property Damage [Member] | EUR (€) | USD ($) | Minimum [Member] | Maximum [Member] | USD ($) | USD ($) | USD ($) | USD ($) | fatality | Wrongful Death Allegations [Member] | Plaintiffs Alleging Property Damage [Member] | Plaintiffs Alleging Property Damage [Member] | Plaintiffs Alleging Property Damage [Member] | fatality | Minimum [Member] | company | lawsuit | ||||||
lawsuit | case | lawsuit | USD ($) | USD ($) | lawsuit | ||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Environmental Loss Contingencies, Number of Companies Notified | 50 | ||||||||||||||||||||||||
Loss Contingency, Pending Claims, Number | 7 | 1 | 2 | 5 | 5 | ||||||||||||||||||||
Accrual for Environmental Loss Contingencies | $0 | $0 | |||||||||||||||||||||||
Loss Contingencies, Number of Vehicles in Recall | 14,000,000 | ||||||||||||||||||||||||
Loss Contingency, Pending Claims Seeking Specific Damages, Number | 1 | ||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | 200,000 | 4,200,000 | 7,600,000 | 25,000,000 | 45,000,000 | ||||||||||||||||||||
Deductible Per Acquisition Agreement | 30,000,000 | ||||||||||||||||||||||||
Reimbursement Amount Per Acquisition Agreement before Deductible | 300,000,000 | ||||||||||||||||||||||||
Loss Contingency, Court-Ordered Damages, Percent Of Claim | 30.00% | 40.00% | |||||||||||||||||||||||
Loss Contingency Accrual, at Carrying Value | 900,000 | 300,000 | |||||||||||||||||||||||
Loss Contingency Accrual, Payments | 700,000 | ||||||||||||||||||||||||
Foreign Corrupt Practices Act, Accrual for Potential Penalties and Sanctions | 0 | ||||||||||||||||||||||||
Loss Contingency, Number of Fatalities | 3 | 4 | |||||||||||||||||||||||
Loss Contingencies, Minimum Property Damage Per Claim | $900,000 | $6,200,000 | |||||||||||||||||||||||
Loss Contingency, Number of Defendants | 20 |
Fair_Value_Measures_Details
Fair Value Measures (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Total | $31,899 | $2,014 |
Liabilities | ||
Total | 21,631 | 25,104 |
Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||
Assets | ||
Total | 0 | 0 |
Liabilities | ||
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets | ||
Total | 31,899 | 2,014 |
Liabilities | ||
Total | 21,631 | 25,104 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets | ||
Total | 0 | 0 |
Liabilities | ||
Total | 0 | 0 |
Foreign currency forward contracts [Member] | ||
Assets | ||
Foreign currency forward contracts | 31,785 | 1,863 |
Liabilities | ||
Foreign currency forward contracts | 9,656 | 11,875 |
Foreign currency forward contracts [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Foreign currency forward contracts [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets | ||
Foreign currency forward contracts | 31,785 | 1,863 |
Liabilities | ||
Foreign currency forward contracts | 9,656 | 11,875 |
Foreign currency forward contracts [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Commodity forward contracts [Member] | ||
Assets | ||
Commodity forward contracts | 114 | 151 |
Liabilities | ||
Commodity forward contracts | 11,975 | 13,229 |
Commodity forward contracts [Member] | Quoted Prices in Active Markets for Identical Assets(Level 1) [Member] | ||
Assets | ||
Commodity forward contracts | 0 | 0 |
Liabilities | ||
Commodity forward contracts | 0 | 0 |
Commodity forward contracts [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets | ||
Commodity forward contracts | 114 | 151 |
Liabilities | ||
Commodity forward contracts | 11,975 | 13,229 |
Commodity forward contracts [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Assets | ||
Commodity forward contracts | 0 | 0 |
Liabilities | ||
Commodity forward contracts | $0 | $0 |
Fair_Value_Measures_Balance_Sh
Fair Value Measures - Balance Sheet Grouping (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | 12-May-11 | Apr. 30, 2013 | Apr. 17, 2013 | ||
In Thousands, unless otherwise specified | |||||||
Original Term Loan [Member] | Carrying Value [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | $469,308 | [1] | $474,062 | [1] | |||
Incremental Term Loan [Member] | Carrying Value [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 598,500 | [1] | 0 | [1] | |||
6.5% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | 6.50% | 6.50% | ||||
6.5% Senior Notes [Member] | Carrying Value [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 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% | 4.88% | 4.88% | 4.88% | |||
4.875% Senior Notes [Member] | Carrying Value [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 500,000 | [1] | 500,000 | [1] | |||
5.625% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | 5.63% | |||||
5.625% Senior Notes [Member] | Carrying Value [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 400,000 | [1] | 0 | [1] | |||
Revolving Credit Facility [Member] | Carrying Value [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 130,000 | [1] | 0 | [1] | |||
Other debt [Member] | Carrying Value [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 2,153 | [1] | 0 | [1] | |||
Fair Value, Level 1 [Member] | Original Term Loan [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 1 [Member] | Incremental Term Loan [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 1 [Member] | 6.5% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 1 [Member] | 4.875% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 1 [Member] | 5.625% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 1 [Member] | Revolving Credit Facility [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 1 [Member] | Other debt [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 2 [Member] | Original Term Loan [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 466,966 | 475,016 | |||||
Fair Value, Level 2 [Member] | Incremental Term Loan [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 595,534 | 0 | |||||
Fair Value, Level 2 [Member] | 6.5% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 730,660 | 752,500 | |||||
Fair Value, Level 2 [Member] | 4.875% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 495,650 | 472,500 | |||||
Fair Value, Level 2 [Member] | 5.625% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 415,000 | 0 | |||||
Fair Value, Level 2 [Member] | Revolving Credit Facility [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 128,250 | 0 | |||||
Fair Value, Level 2 [Member] | Other debt [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 2,153 | 0 | |||||
Fair Value, Level 3 [Member] | Original Term Loan [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 3 [Member] | Incremental Term Loan [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 3 [Member] | 6.5% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 3 [Member] | 4.875% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 3 [Member] | 5.625% Senior Notes [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 3 [Member] | Revolving Credit Facility [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | 0 | 0 | |||||
Fair Value, Level 3 [Member] | Other debt [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Liabilities | $0 | $0 | |||||
[1] | The carrying value is presented excluding discount. |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Details) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | Derivatives not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Euro to US Dollar 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 South Korean Won Exchange Rate [Member] | US Dollar to South Korean Won Exchange Rate [Member] | US Dollar to South Korean Won Exchange Rate [Member] | US Dollar to South Korean Won Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Malaysian Ringgit 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 Mexican Peso Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | Pound Sterling To US Dollar Exchange Rate [Member] | Pound Sterling To US Dollar Exchange Rate [Member] | Pound Sterling To US Dollar Exchange Rate [Member] | Pound Sterling To US Dollar Exchange Rate [Member] | |
Silver [Member] | Gold [Member] | Nickel [Member] | Aluminum [Member] | Copper [Member] | Platinum [Member] | Palladium [Member] | Zinc [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives not 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 not designated as hedging instruments under ASC 815 [Member] | Derivatives not 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 not designated as hedging instruments under ASC 815 [Member] | Derivatives not 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 not designated as hedging instruments under ASC 815 [Member] | Derivatives not 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 not designated as hedging instruments under ASC 815 [Member] | Derivatives not 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 not designated as hedging instruments under ASC 815 [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | ||||
ozt | ozt | lb | lb | lb | ozt | ozt | lb | Various Maturities From February, 2015 To November, 2016 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Various Maturities From February, 2015 To November, 2016 [Member] | Maturing January 30, 2015 [Member] | Maturing January 30, 2015 [Member] | ||||
Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | Foreign currency forward contracts [Member] | ||||||||||||
EUR (€) | EUR (€) | USD ($) | CNY | USD ($) | JPY (¥) | USD ($) | KRW | USD ($) | KRW | USD ($) | MYR | USD ($) | MYR | USD ($) | MXN | USD ($) | MXN | USD ($) | GBP (£) | USD ($) | GBP (£) | ||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||||||||||||
Collateral Already Posted, Aggregate Fair Value | $0 | $400,000 | |||||||||||||||||||||||||||||||
Amounts Excluded from Cash Flow Ineffectiveness Assessment | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Amounts Excluded from Foreign Currency Cash Flow Ineffectiveness Assessment | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | 22,100,000 | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives [Abstract] | |||||||||||||||||||||||||||||||||
Notional Amount | 287,800,000 | 58,100,000 | 87,000,000 | 264,000,000 | 51,750,000,000 | 37,800,000,000 | 85,700,000 | 26,700,000 | 1,222,200,000 | 101,600,000 | 42,400,000 | 5,300,000 | |||||||||||||||||||||
Derivative, Average Forward Exchange Rate | 1.31 | 1.25 | 6.18 | 120.54 | 1,063.28 | 1,105.21 | 3.36 | 3.47 | 13.97 | 13.95 | 1.58 | 1.56 | |||||||||||||||||||||
Price Risk Derivatives [Abstract] | |||||||||||||||||||||||||||||||||
Notional Amount | 2,095,639 | 15,272 | 648,798 | 5,989,386 | 9,780,235 | 8,323 | 1,293 | 1,755,012 | |||||||||||||||||||||||||
Weighted-Average Strike Price Per Unit (in dollars per share) | 19.07 | 1,295.09 | 7.2 | 0.92 | 3.09 | 1,385.74 | 772.86 | 1.04 | |||||||||||||||||||||||||
Derivative Liability, Termination Value | $22,300,000 |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Fair Value (Details) (USD $) | Dec. 31, 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 | $29,260 | $1,566 |
Liability Derivatives, Fair Value | 8,542 | 10,368 |
Derivatives not designated as hedging instruments under ASC 815 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 2,639 | 448 |
Liability Derivatives, Fair Value | 13,089 | 14,736 |
Foreign currency forward contracts [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 | 24,097 | 1,566 |
Foreign currency forward contracts [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Other assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 5,163 | 0 |
Foreign currency forward contracts [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 | 6,332 | 9,868 |
Foreign currency forward contracts [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Other long term liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 2,210 | 500 |
Foreign currency 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 | 2,525 | 297 |
Foreign currency 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 | 1,114 | 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 | 107 | 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 | 7 | 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 | 10,591 | 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 | $1,384 | $3,133 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 17, 2013 | |||
Original Term Loan [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Extinguishment of Debt, Amount | $700,000,000 | ||||||
4.875% Senior Notes [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.88% | 4.88% | 4.88% | 4.88% | |||
Other, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | 0 | -1,097,000 | 0 | ||||
Commodity forward contracts [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Other, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Gain/(Loss) Recognized in Income on Derivatives | -9,017,000 | -23,218,000 | |||||
Foreign currency forward contracts [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Net revenue [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | -334,000 | -2,206,000 | |||||
Foreign currency forward contracts [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Cost of revenue [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | 1,070,000 | 1,766,000 | |||||
Foreign currency forward contracts [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Other, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Gain/(Loss) Recognized in Income on Derivatives | 5,469,000 | -3,290,000 | |||||
Foreign Currency Forward Contracts That Hedge Revenue [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Net (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) | 42,936,000 | -7,491,000 | |||||
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 Net (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) | -8,651,000 | 1,141,000 | |||||
Interest rate caps [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Net (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) | 0 | -6,000 | |||||
Interest rate caps [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Interest expense [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | -972,000 | -1,063,000 | |||||
Interest rate caps [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Other, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Income | $0 | [1] | ($1,097,000) | [1] | |||
[1] | As discussed in Note 8, “Debt,†in April 2013 we completed the issuance and sale of the 4.875% Senior Notes. The proceeds from this issuance and sale, along with cash on hand, were used to, among other things, repay $700.0 million of the Original Term Loan. As a result of this repayment, it was probable that a portion of the hedged forecasted transactions associated with our interest rate caps would not occur. Accordingly, we reclassified $1.1 million from Accumulated other comprehensive loss to Other, net, in the year ended December 31, 2013. |
Restructuring_and_Special_Char2
Restructuring and Special Charges (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Charges [Abstract] | |||||
Restructuring and special charges | $14,700,000 | $4,500,000 | $21,893,000 | $5,520,000 | $40,152,000 |
Other, net | -29,000 | 4,829,000 | |||
Cost of revenue | -4,072,000 | -6,726,000 | 7,207,000 | ||
Total | 17,821,000 | -1,235,000 | 52,188,000 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 3,242,000 | ||||
Restructuring reserve, ending balance | 20,396,000 | 20,396,000 | 3,242,000 | ||
Restructuring Reserve [Abstract] | |||||
Current liabilities | 14,046,000 | 14,046,000 | 3,242,000 | ||
Long-term liabilities | 6,350,000 | 6,350,000 | 0 | ||
Restructuring reserve | 20,396,000 | 20,396,000 | 3,242,000 | ||
Almelo Facility [Member] | |||||
Restructuring Charges [Abstract] | |||||
Total | 3,800,000 | ||||
2011 Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring and special charges | -198,000 | 5,332,000 | 23,984,000 | ||
Other, net | -49,000 | 4,821,000 | |||
Cost of revenue | 0 | 1,304,000 | 1,519,000 | ||
Total | -198,000 | 6,587,000 | 30,324,000 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, ending balance | 500,000 | 500,000 | |||
Restructuring Reserve [Abstract] | |||||
Restructuring reserve | 500,000 | 500,000 | |||
MSP Plan [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring and special charges | 0 | 451,000 | 3,120,000 | ||
Other, net | 0 | 1,000 | |||
Cost of revenue | 0 | 0 | 0 | ||
Total | 0 | 451,000 | 3,121,000 | ||
Other [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring and special charges | 22,091,000 | 957,000 | 61,000 | ||
Other, net | 20,000 | 7,000 | |||
Cost of revenue | 0 | 0 | 3,778,000 | ||
Total | 22,091,000 | 977,000 | 3,846,000 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 119,000 | ||||
Charges | 22,091,000 | ||||
Payments | -2,296,000 | ||||
Restructuring reserve, ending balance | 19,914,000 | 19,914,000 | 119,000 | ||
Restructuring Reserve [Abstract] | |||||
Restructuring reserve | 19,914,000 | 19,914,000 | 119,000 | ||
Other [Member] | Severance [Member] | |||||
Restructuring Charges [Abstract] | |||||
Total | 16,200,000 | ||||
Special Charges [Member] | |||||
Restructuring Charges [Abstract] | |||||
Restructuring and special charges | 0 | -1,220,000 | 12,987,000 | ||
Other, net | 0 | 0 | |||
Cost of revenue | -4,072,000 | -8,030,000 | 1,910,000 | ||
Total | -4,072,000 | -9,250,000 | 14,897,000 | ||
Restructuring and Special Charges [Member] | Chief Executive Officer [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance Costs and Share-based Compensation Modification Expense | 5,300,000 | ||||
Plan Modification - Incremental Compensation Cost | 6,400,000 | ||||
JinCheon Facility [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Insurance Recoveries | 7,300,000 | 10,000,000 | 1,800,000 | ||
JinCheon Facility [Member] | Restructuring and Special Charges [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other Nonrecurring Expense | 1,300,000 | ||||
Insurance Recoveries | $800,000 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
segment | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Number of Reportable Segments | 2 | |||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | $705,261,000 | $577,095,000 | $575,853,000 | $551,594,000 | $505,015,000 | $498,886,000 | $506,418,000 | $470,413,000 | $2,409,803,000 | $1,980,732,000 | $1,913,910,000 | |||||
Segment operating income | 678,058,000 | 597,417,000 | 552,201,000 | |||||||||||||
Corporate and other | -137,872,000 | -94,029,000 | -89,804,000 | |||||||||||||
Amortization of intangible assets | -146,704,000 | -134,387,000 | -144,777,000 | |||||||||||||
Restructuring and special charges | -14,700,000 | -4,500,000 | -21,893,000 | -5,520,000 | -40,152,000 | |||||||||||
Profit from operations | 371,589,000 | 363,481,000 | 277,468,000 | |||||||||||||
Interest expense | -107,210,000 | -95,101,000 | -100,037,000 | |||||||||||||
Interest income | 1,106,000 | 1,186,000 | 815,000 | |||||||||||||
Other, net | -12,059,000 | -35,629,000 | -5,581,000 | |||||||||||||
Income before taxes | 253,426,000 | 233,937,000 | 172,665,000 | |||||||||||||
Total depreciation and amortization | 212,508,000 | 185,276,000 | 199,465,000 | |||||||||||||
Total assets | 5,116,609,000 | 3,498,824,000 | 5,116,609,000 | 3,498,824,000 | ||||||||||||
Goodwill | 2,424,795,000 | 1,756,049,000 | 2,424,795,000 | 1,756,049,000 | 1,754,107,000 | |||||||||||
Intangible Assets, Net (Excluding Goodwill) | 910,774,000 | 502,388,000 | 910,774,000 | 502,388,000 | ||||||||||||
Property, Plant and Equipment, Net | 589,484,000 | 344,657,000 | 589,484,000 | 344,657,000 | ||||||||||||
Total capital expenditures | 144,211,000 | 82,784,000 | 54,786,000 | |||||||||||||
Pressure sensors [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 1,186,913,000 | 943,763,000 | 863,369,000 | |||||||||||||
Pressure switches [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 99,489,000 | 87,846,000 | 93,261,000 | |||||||||||||
Temperature sensors [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 152,662,000 | 137,016,000 | 123,730,000 | |||||||||||||
Speed and position sensors [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 194,076,000 | 153,537,000 | 164,777,000 | |||||||||||||
Force sensors [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 20,653,000 | 49,579,000 | 81,871,000 | |||||||||||||
Bimetal electrochemical controls [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 359,610,000 | 355,089,000 | 349,337,000 | |||||||||||||
Thermal and magnetic-hydraulic circuit breakers [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 117,816,000 | 113,228,000 | 118,699,000 | |||||||||||||
Power inverters [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 35,160,000 | 19,994,000 | 20,387,000 | |||||||||||||
Interconnection [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 69,332,000 | 72,206,000 | 50,317,000 | |||||||||||||
Other [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 174,092,000 | 48,474,000 | 48,162,000 | |||||||||||||
Corporate and other [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Total depreciation and amortization | 162,834,000 | [1] | 138,996,000 | [1] | 155,520,000 | [1] | ||||||||||
Total assets | 3,654,459,000 | [2] | 2,673,082,000 | [2] | 3,654,459,000 | [2] | 2,673,082,000 | [2] | ||||||||
Goodwill | 2,424,800,000 | 1,756,000,000 | 2,424,800,000 | 1,756,000,000 | ||||||||||||
Intangible Assets, Net (Excluding Goodwill) | 910,800,000 | 502,400,000 | 910,800,000 | 502,400,000 | ||||||||||||
Property, Plant and Equipment, Net | 36,300,000 | 33,200,000 | 36,300,000 | 33,200,000 | ||||||||||||
Assets Held-for-sale, at Carrying Value | 0 | 8,300,000 | 0 | 8,300,000 | ||||||||||||
Total capital expenditures | 34,845,000 | 23,688,000 | 10,251,000 | |||||||||||||
Sensors [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 1,755,857,000 | 1,358,238,000 | 1,316,904,000 | |||||||||||||
Segment operating income | 475,943,000 | 401,595,000 | 362,833,000 | |||||||||||||
Total depreciation and amortization | 40,092,000 | 37,967,000 | 34,451,000 | |||||||||||||
Total assets | 1,157,628,000 | 567,566,000 | 1,157,628,000 | 567,566,000 | ||||||||||||
Goodwill | 1,994,623,000 | 1,338,645,000 | 1,994,623,000 | 1,338,645,000 | 1,336,981,000 | |||||||||||
Total capital expenditures | 95,534,000 | 38,358,000 | 36,108,000 | |||||||||||||
Controls [Member] | ||||||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||||||
Net revenue | 653,946,000 | 622,494,000 | 597,006,000 | |||||||||||||
Segment operating income | 202,115,000 | 195,822,000 | 189,368,000 | |||||||||||||
Total depreciation and amortization | 9,582,000 | 8,313,000 | 9,494,000 | |||||||||||||
Total assets | 304,522,000 | 258,176,000 | 304,522,000 | 258,176,000 | ||||||||||||
Goodwill | 430,172,000 | 417,404,000 | 430,172,000 | 417,404,000 | 417,126,000 | |||||||||||
Total capital expenditures | $13,832,000 | $20,738,000 | $8,427,000 | |||||||||||||
[1] | Included within Corporate and other is depreciation and amortization expense associated with the fair value step-up recognized in prior acquisitions. We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and intangible assets associated with the acquisitions to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker. | |||||||||||||||
[2] | Included within Corporate and other as of December 31, 2014 and 2013 is $2,424.8 million and $1,756.0 million, respectively, of Goodwill, $910.8 million and $502.4 million, respectively, of Other intangible assets, net, $36.3 million and $33.2 million, respectively, of PP&E, and $0.0 million and $8.3 million, respectively, of assets held for sale. This treatment is consistent with the financial information reviewed by our chief operating decision maker. |
Segment_Reporting_Geographic_I
Segment Reporting - Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | $705,261 | $577,095 | $575,853 | $551,594 | $505,015 | $498,886 | $506,418 | $470,413 | $2,409,803 | $1,980,732 | $1,913,910 |
Long-Lived Assets | 589,484 | 344,657 | 589,484 | 344,657 | |||||||
Americas [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 961,024 | 739,847 | 710,899 | ||||||||
Long-Lived Assets | 220,761 | 106,114 | 220,761 | 106,114 | |||||||
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 913,958 | 704,493 | 679,942 | ||||||||
Long-Lived Assets | 114,333 | 52,738 | 114,333 | 52,738 | |||||||
Mexico [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 97,190 | 52,479 | 97,190 | 52,479 | |||||||
Asia [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 742,263 | 656,070 | 657,756 | ||||||||
Long-Lived Assets | 222,129 | 201,807 | 222,129 | 201,807 | |||||||
China [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 341,864 | 285,118 | 248,627 | ||||||||
Long-Lived Assets | 170,857 | 151,942 | 170,857 | 151,942 | |||||||
Korea [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 181,588 | 166,457 | 173,061 | ||||||||
Japan [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 150,018 | 155,277 | 235,594 | ||||||||
Malaysia [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 41,766 | 40,033 | 41,766 | 40,033 | |||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 706,516 | 584,815 | 545,255 | ||||||||
Long-Lived Assets | 146,594 | 36,736 | 146,594 | 36,736 | |||||||
United Kingdom [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 67,751 | 0 | 67,751 | 0 | |||||||
The Netherlands [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 496,376 | 449,054 | 421,412 | ||||||||
Long-Lived Assets | 6,310 | 3,410 | 6,310 | 3,410 | |||||||
Bulgaria [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 43,196 | 31,460 | 43,196 | 31,460 | |||||||
All Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 325,999 | 220,333 | 155,274 | ||||||||
Long-Lived Assets | $48,081 | $12,595 | $48,081 | $12,595 |
Net_Income_Per_Share_Details
Net Income Per Share (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Basic weighted-average ordinary shares outstanding | 170,113 | 176,091 | 177,473 |
Dilutive effect of stock options | 1,929 | 2,774 | 3,993 |
Dilutive effect of unvested restricted securities | 175 | 159 | 157 |
Diluted weighted-average ordinary shares outstanding | 172,217 | 179,024 | 181,623 |
Net_Income_Per_Share_Antidilut
Net Income Per Share - Anti-dilutive Shares (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
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 | 737 | 1,700 | 1,512 |
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 | 386 | 411 | 361 |
Unaudited_Quarterly_Data_Detai
Unaudited Quarterly Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Apr. 17, 2013 | |
Quarterly Financial Information [Line Items] | |||||||||||||
Net revenue | $705,261,000 | $577,095,000 | $575,853,000 | $551,594,000 | $505,015,000 | $498,886,000 | $506,418,000 | $470,413,000 | $2,409,803,000 | $1,980,732,000 | $1,913,910,000 | ||
Gross profit | 235,512,000 | 205,155,000 | 207,407,000 | 194,395,000 | 189,208,000 | 189,825,000 | 183,719,000 | 161,731,000 | |||||
Net income | 69,520,000 | 81,963,000 | 63,893,000 | 68,373,000 | 67,067,000 | 66,022,000 | 20,371,000 | 34,665,000 | 283,749,000 | 188,125,000 | 177,481,000 | ||
Basic net income per share (in dollars per share) | $0.41 | $0.49 | $0.37 | $0.40 | $0.38 | $0.38 | $0.12 | $0.19 | $1.67 | $1.07 | $1 | ||
Diluted net income per share (in dollars per share) | $0.41 | $0.48 | $0.37 | $0.39 | $0.38 | $0.37 | $0.11 | $0.19 | $1.65 | $1.05 | $0.98 | ||
Gain (Loss) on Debt Refinancing | -17,700,000 | ||||||||||||
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 4,100,000 | 8,189,000 | 8,774,000 | 3,341,000 | |||||||||
Unrecognized Tax Benefits, Decrease Related to Interest and Penalties | 8,700,000 | ||||||||||||
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 8,000,000 | 4,204,000 | 9,694,000 | 2,574,000 | |||||||||
Reduction to Deferred Income Tax Expense | 59,156,000 | -25,711,000 | 26,611,000 | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 56,000,000 | 47,700,000 | 23,500,000 | 21,300,000 | |||||||||
Valuation Allowance, Deferred Tax Asset, Change in Amount | 30,300,000 | 32,500,000 | 8,300,000 | 15,800,000 | 36,700,000 | ||||||||
Restructuring and Special Charges | 14,700,000 | 4,500,000 | 21,893,000 | 5,520,000 | 40,152,000 | ||||||||
Schrader [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 133,300,000 | 133,300,000 | |||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | -3,600,000 | -3,600,000 | |||||||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 9,000,000 | 3,500,000 | |||||||||||
Interest Expense, Debt | 11,300,000 | ||||||||||||
Mexico [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Reduction to Deferred Income Tax Expense | 4,700,000 | ||||||||||||
Other, net [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Gain (Loss) on Debt Refinancing | -1,875,000 | -9,010,000 | -2,216,000 | ||||||||||
Gain (Loss) on Sale of Commodity Contracts | -9,017,000 | -23,218,000 | -436,000 | ||||||||||
Interest Expense [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Gain (Loss) on Debt Refinancing | -1,900,000 | ||||||||||||
Not Designated as Hedging Instrument [Member] | Commodity forward contracts [Member] | Other, net [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Gain (Loss) on Sale of Commodity Contracts | -5,400,000 | -9,100,000 | 4,200,000 | 1,300,000 | -6,800,000 | 9,800,000 | -23,800,000 | -2,400,000 | |||||
4.875% Senior Notes [Member] | |||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.88% | 4.88% | 4.88% | 4.88% | 4.88% | 4.88% | |||||||
Gain (Loss) on Debt Refinancing | ($7,100,000) |
Schedule_I_Condensed_Financial1
Schedule I - Condensed Financial Information of the Registrant (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 06, 2013 | Dec. 31, 2013 | 31-May-14 | Dec. 31, 2011 | |
Current assets: | |||||||||||||||
Cash and cash equivalents | $211,329,000 | $317,896,000 | $211,329,000 | $317,896,000 | $413,539,000 | $317,896,000 | |||||||||
Prepaid expenses and other current assets | 90,918,000 | 41,642,000 | 90,918,000 | 41,642,000 | 41,642,000 | ||||||||||
Total current assets | 1,118,764,000 | 855,631,000 | 1,118,764,000 | 855,631,000 | 855,631,000 | ||||||||||
Other assets | 26,940,000 | 10,344,000 | 26,940,000 | 10,344,000 | 10,344,000 | ||||||||||
Total assets | 5,116,609,000 | 3,498,824,000 | 5,116,609,000 | 3,498,824,000 | 3,498,824,000 | ||||||||||
Current liabilities: | |||||||||||||||
Accounts payable | 287,800,000 | 177,539,000 | 287,800,000 | 177,539,000 | 177,539,000 | ||||||||||
Accrued expenses and other current liabilities | 222,781,000 | 123,239,000 | 222,781,000 | 123,239,000 | 123,239,000 | ||||||||||
Total current liabilities | 677,506,000 | 318,492,000 | 677,506,000 | 318,492,000 | 318,492,000 | ||||||||||
Pension obligations | 35,799,000 | 19,508,000 | 35,799,000 | 19,508,000 | 19,508,000 | ||||||||||
Total liabilities | 3,813,717,000 | 2,357,236,000 | 3,813,717,000 | 2,357,236,000 | 2,357,236,000 | ||||||||||
Total shareholders’ equity | 1,302,892,000 | 1,141,588,000 | 1,302,892,000 | 1,141,588,000 | 1,222,294,000 | 1,141,588,000 | 1,044,951,000 | ||||||||
Total liabilities and shareholders’ equity | 5,116,609,000 | 3,498,824,000 | 5,116,609,000 | 3,498,824,000 | 3,498,824,000 | ||||||||||
Income Statement [Abstract] | |||||||||||||||
Net revenue | 705,261,000 | 577,095,000 | 575,853,000 | 551,594,000 | 505,015,000 | 498,886,000 | 506,418,000 | 470,413,000 | 2,409,803,000 | 1,980,732,000 | 1,913,910,000 | ||||
Operating (income)/ costs and expenses: | |||||||||||||||
Cost of revenue | 1,567,334,000 | 1,256,249,000 | 1,257,547,000 | ||||||||||||
Selling, general and administrative | 220,105,000 | 163,145,000 | 141,894,000 | ||||||||||||
Total operating costs and expenses | 2,038,214,000 | 1,617,251,000 | 1,636,442,000 | ||||||||||||
Profit from operations | 371,589,000 | 363,481,000 | 277,468,000 | ||||||||||||
Interest expense | -107,210,000 | -95,101,000 | -100,037,000 | ||||||||||||
Interest income | 1,106,000 | 1,186,000 | 815,000 | ||||||||||||
Other, net | -12,059,000 | -35,629,000 | -5,581,000 | ||||||||||||
Income before taxes | 253,426,000 | 233,937,000 | 172,665,000 | ||||||||||||
Provision for income taxes | -30,323,000 | 45,812,000 | -4,816,000 | ||||||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||||
Defined benefit plan | -3,831,000 | 9,116,000 | -14,514,000 | ||||||||||||
Other comprehensive income/(loss) | 21,359,000 | 6,299,000 | -16,182,000 | ||||||||||||
Comprehensive income | 305,108,000 | 194,424,000 | 161,299,000 | ||||||||||||
Statement of Cash Flows [Abstract] | |||||||||||||||
Net cash (used in)/provided by operating activities | 382,568,000 | 395,838,000 | 397,313,000 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||
Insurance proceeds | 2,417,000 | 8,900,000 | 0 | ||||||||||||
Net cash used in investing activities | -1,430,065,000 | -87,650,000 | -62,501,000 | ||||||||||||
Cash flows from financing activities: | |||||||||||||||
Proceeds from exercise of stock options and issuance of ordinary shares | 24,909,000 | 20,999,000 | 16,520,000 | ||||||||||||
Payments to repurchase ordinary shares | -12,094,000 | -132,971,000 | -15,190,000 | ||||||||||||
Net cash provided by/(used in) financing activities | 940,930,000 | -403,831,000 | -13,400,000 | ||||||||||||
Net change in cash and cash equivalents | -106,567,000 | -95,643,000 | 321,412,000 | ||||||||||||
Cash and cash equivalents, beginning of year | 317,896,000 | 413,539,000 | 317,896,000 | 413,539,000 | 92,127,000 | ||||||||||
Cash and cash equivalents, end of year | 211,329,000 | 317,896,000 | 211,329,000 | 317,896,000 | 413,539,000 | 317,896,000 | |||||||||
Treasury Stock, Shares, Acquired (in shares) | 4,300,000 | 8,600,000 | 500,000 | ||||||||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $42.22 | $35.55 | $29.75 | ||||||||||||
Secondary Public Offering, December 6, 2013 [Member] | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||
Treasury Stock, Shares, Acquired (in shares) | 4,500,000 | ||||||||||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $38.25 | $38.25 | |||||||||||||
Administrative Services Agreement [Member] | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||
Related Party Transaction, Payments to Related Party | 0 | 0 | 385,000 | ||||||||||||
Parent Company [Member] | |||||||||||||||
Current assets: | |||||||||||||||
Cash and cash equivalents | 1,398,000 | 22,137,000 | 1,398,000 | 22,137,000 | 11,192,000 | 22,137,000 | |||||||||
Intercompany receivables from subsidiaries | 55,578,000 | 25,263,000 | 55,578,000 | 25,263,000 | 25,263,000 | ||||||||||
Prepaid expenses and other current assets | 783,000 | 822,000 | 783,000 | 822,000 | 822,000 | ||||||||||
Total current assets | 57,759,000 | 48,222,000 | 57,759,000 | 48,222,000 | 48,222,000 | ||||||||||
Investment in subsidiaries | 1,249,050,000 | 1,095,652,000 | 1,249,050,000 | 1,095,652,000 | 1,095,652,000 | ||||||||||
Other assets | 0 | 3,000 | 0 | 3,000 | 3,000 | ||||||||||
Total assets | 1,306,809,000 | 1,143,877,000 | 1,306,809,000 | 1,143,877,000 | 1,143,877,000 | ||||||||||
Current liabilities: | |||||||||||||||
Accounts payable | 229,000 | 457,000 | 229,000 | 457,000 | 457,000 | ||||||||||
Intercompany payables to subsidiaries | 389,000 | 146,000 | 389,000 | 146,000 | 146,000 | ||||||||||
Accrued expenses and other current liabilities | 2,371,000 | 989,000 | 2,371,000 | 989,000 | 989,000 | ||||||||||
Total current liabilities | 2,989,000 | 1,592,000 | 2,989,000 | 1,592,000 | 1,592,000 | ||||||||||
Pension obligations | 928,000 | 697,000 | 928,000 | 697,000 | 697,000 | ||||||||||
Total liabilities | 3,917,000 | 2,289,000 | 3,917,000 | 2,289,000 | 2,289,000 | ||||||||||
Total shareholders’ equity | 1,302,892,000 | 1,141,588,000 | 1,302,892,000 | 1,141,588,000 | 1,141,588,000 | ||||||||||
Total liabilities and shareholders’ equity | 1,306,809,000 | 1,143,877,000 | 1,306,809,000 | 1,143,877,000 | 1,143,877,000 | ||||||||||
Income Statement [Abstract] | |||||||||||||||
Net revenue | 0 | 0 | 0 | ||||||||||||
Operating (income)/ costs and expenses: | |||||||||||||||
Cost of revenue | -2,417,000 | 0 | 0 | ||||||||||||
Selling, general and administrative | 1,423,000 | 1,822,000 | 1,092,000 | ||||||||||||
Total operating costs and expenses | -994,000 | 1,822,000 | 1,092,000 | ||||||||||||
Profit from operations | 994,000 | -1,822,000 | -1,092,000 | ||||||||||||
Interest expense | 0 | 0 | 0 | ||||||||||||
Interest income | 0 | 0 | 0 | ||||||||||||
Other, net | -50,000 | 6,000 | -55,000 | ||||||||||||
Income before taxes | 944,000 | -1,816,000 | -1,147,000 | ||||||||||||
Equity in net income of subsidiaries | 282,805,000 | 189,941,000 | 178,628,000 | ||||||||||||
Provision for income taxes | 0 | 0 | 0 | ||||||||||||
Net income | 283,749,000 | 188,125,000 | 177,481,000 | ||||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||||||||||||||
Net income | 283,749,000 | 188,125,000 | 177,481,000 | ||||||||||||
Other comprehensive income/(loss), net of tax: | |||||||||||||||
Defined benefit plan | -374,000 | -353,000 | -289,000 | ||||||||||||
Subsidiaries' other comprehensive income/(loss) | 21,733,000 | 6,652,000 | -15,893,000 | ||||||||||||
Other comprehensive income/(loss) | 21,359,000 | 6,299,000 | -16,182,000 | ||||||||||||
Comprehensive income | 305,108,000 | 194,424,000 | 161,299,000 | ||||||||||||
Statement of Cash Flows [Abstract] | |||||||||||||||
Net cash (used in)/provided by operating activities | -30,491,000 | -24,958,000 | 9,547,000 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||
Insurance proceeds | 2,417,000 | 0 | 0 | ||||||||||||
Return of capital from subsidiaries | 164,200,000 | 320,000,000 | 0 | ||||||||||||
Net cash used in investing activities | 166,617,000 | 320,000,000 | 0 | ||||||||||||
Cash flows from financing activities: | |||||||||||||||
Proceeds from exercise of stock options and issuance of ordinary shares | 24,909,000 | 20,999,000 | 16,520,000 | ||||||||||||
Payments to repurchase ordinary shares | -181,774,000 | -305,096,000 | -15,190,000 | ||||||||||||
Net cash provided by/(used in) financing activities | -156,865,000 | -284,097,000 | 1,330,000 | ||||||||||||
Net change in cash and cash equivalents | -20,739,000 | 10,945,000 | 10,877,000 | ||||||||||||
Cash and cash equivalents, beginning of year | 22,137,000 | 11,192,000 | 22,137,000 | 11,192,000 | 315,000 | ||||||||||
Cash and cash equivalents, end of year | 1,398,000 | 22,137,000 | 1,398,000 | 22,137,000 | 11,192,000 | 22,137,000 | |||||||||
Parent Company [Member] | Secondary Public Offering, May, 2014 [Member] | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||
Treasury Stock, Shares, Acquired (in shares) | 4,000,000 | ||||||||||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $42.42 | ||||||||||||||
Parent Company [Member] | Secondary Public Offering, December 6, 2013 [Member] | October 2013 (Reset) Share Repurchase Program [Member] | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||
Treasury Stock, Shares, Acquired (in shares) | 4,500,000 | ||||||||||||||
Parent Company [Member] | Administrative Services Agreement [Member] | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||
Related Party Transaction, Payments to Related Party | 0 | 0 | 400,000 | ||||||||||||
Related Party Transaction, Due from (to) Related Party | $0 | $0 | $0 | $0 | $0 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts and Sales Allowances [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts and Sales Allowances [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the beginning of the period | $9,199 | $11,059 | $11,329 |
Additions, Charged to expenses/against revenue | 2,015 | 507 | 2,959 |
Deductions | -850 | -2,367 | -3,229 |
Balance at the end of the period | $10,364 | $9,199 | $11,059 |