Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 15, 2015 | |
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-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 169,801,246 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $195,581 | $211,329 |
Accounts receivable, net of allowances of $9,215 and $10,364 as of March 31, 2015 and December 31, 2014, respectively | 488,335 | 444,852 |
Inventories | 346,799 | 356,364 |
Deferred income tax assets | 14,976 | 15,301 |
Prepaid expenses and other current assets | 123,375 | 90,918 |
Total current assets | 1,169,066 | 1,118,764 |
Property, plant and equipment, at cost | 1,016,849 | 975,543 |
Accumulated depreciation | -408,500 | -386,059 |
Property, plant and equipment, net | 608,349 | 589,484 |
Goodwill | 2,426,221 | 2,424,795 |
Other intangible assets, net of accumulated amortization of $1,272,108 and $1,226,299 as of March 31, 2015 and December 31, 2014, respectively | 867,853 | 910,774 |
Deferred income tax assets | 8,147 | 16,750 |
Deferred financing costs | 30,220 | 29,102 |
Other assets | 30,874 | 26,940 |
Total assets | 5,140,730 | 5,116,609 |
Current liabilities: | ||
Current portion of long-term debt, capital lease and other financing obligations | 170,031 | 145,979 |
Accounts payable | 305,925 | 287,800 |
Income taxes payable | 7,323 | 7,516 |
Accrued Liabilities and Other Liabilities | 235,000 | 222,781 |
Deferred income tax liabilities | 12,524 | 13,430 |
Total current liabilities | 730,803 | 677,506 |
Deferred income tax liabilities | 361,769 | 362,738 |
Pension and post-retirement benefit obligations | 33,099 | 35,799 |
Capital lease and other financing obligations, less current portion | 47,154 | 45,113 |
Long-term debt, net of discount, less current portion | 2,560,799 | 2,650,744 |
Other long-term liabilities | 39,474 | 41,817 |
Commitments and contingencies | ||
Total liabilities | 3,773,098 | 3,813,717 |
Shareholders’ equity: | ||
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued as of March 31, 2015 and December 31, 2014 | 2,289 | 2,289 |
Treasury shares, at cost, 8,647 and 9,120 shares as of March 31, 2015 and December 31, 2014, respectively | -347,849 | -365,272 |
Additional paid-in capital | 1,613,585 | 1,610,390 |
Retained earnings | 90,240 | 67,233 |
Accumulated other comprehensive income/(loss) | 9,367 | -11,748 |
Total shareholders’ equity | 1,367,632 | 1,302,892 |
Total liabilities and shareholders’ equity | $5,140,730 | $5,116,609 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Current assets: | ||||
Accounts receivable, allowances | $9,215 | $10,364 | ||
Other intangibles, accumulated amortization | $1,272,108 | $1,226,299 | ||
Shareholders’ equity: | ||||
Ordinary shares, nominal value per share (in euros per share) | € 0.01 | € 0.01 | ||
Ordinary shares, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 |
Ordinary shares, shares issued | 178,437,000 | 178,437,000 | 178,437,000 | 178,437,000 |
Treasury shares | 8,647,000 | 8,647,000 | 9,120,000 | 9,120,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net revenue | $750,685 | $551,594 |
Operating costs and expenses: | ||
Cost of revenue | 506,633 | 357,199 |
Research and development | 30,736 | 17,664 |
Selling, general and administrative | 64,396 | 44,672 |
Amortization of intangible assets | 45,809 | 32,016 |
Restructuring and special charges | 720 | 865 |
Total operating costs and expenses | 648,294 | 452,416 |
Profit from operations | 102,391 | 99,178 |
Interest expense | -34,880 | -23,512 |
Interest income | 119 | 308 |
Other, net | -21,757 | 538 |
Income before taxes | 45,873 | 76,512 |
Provision for income taxes | 10,518 | 8,139 |
Net income | $35,355 | $68,373 |
Basic net income per share: (in dollars per share) | $0.21 | $0.40 |
Diluted net income per share: (in dollars per share) | $0.21 | $0.39 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Net income | $35,355 | $68,373 |
Other comprehensive income, net of tax: | ||
Deferred gain on derivative instruments, net of reclassifications | 21,504 | 2,165 |
Defined benefit and retiree healthcare plans | -389 | -71 |
Other comprehensive income | 21,115 | 2,094 |
Comprehensive income | $56,470 | $70,467 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $35,355 | $68,373 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 21,842 | 15,603 |
Amortization of deferred financing costs and discounts | 1,653 | 986 |
Currency remeasurement gain on debt | -570 | -122 |
Share-based compensation | 3,187 | 2,585 |
Loss on debt financing | 19,564 | 0 |
Amortization of inventory step-up to fair value | 0 | 683 |
Amortization of intangible assets | 45,809 | 32,016 |
Deferred income taxes | 1,357 | 4,478 |
Gains from insurance proceeds | 0 | -2,417 |
Unrealized loss/(gain) on hedges and other non-cash items | 879 | -2,790 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable, net | -43,430 | -51,814 |
Inventories | 9,530 | -7,873 |
Prepaid expenses and other current assets | 4,697 | 1,984 |
Accounts payable and accrued expenses | 18,541 | 49,926 |
Income taxes payable | -193 | 2,389 |
Other | -15,111 | -8,611 |
Net cash provided by operating activities | 103,110 | 105,396 |
Cash flows from investing activities: | ||
Acquisition of Schrader, net of cash received | -958 | 0 |
Other acquisitions, net of cash received | 3,881 | -58,281 |
Additions to property, plant and equipment and capitalized software | -37,878 | -27,308 |
Insurance proceeds | 0 | 2,417 |
Net cash used in investing activities | -34,955 | -83,172 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and issuance of ordinary shares | 4,902 | 7,836 |
Proceeds from issuance of debt | 700,000 | 0 |
Payments on debt | -768,568 | -2,582 |
Payments to repurchase ordinary shares | 0 | -11,310 |
Payments of debt issuance costs | -20,237 | 0 |
Net cash used in financing activities | -83,903 | -6,056 |
Net change in cash and cash equivalents | -15,748 | 16,168 |
Cash and cash equivalents, beginning of period | 211,329 | 317,896 |
Cash and cash equivalents, end of period | $195,581 | $334,064 |
Business_Description_and_Basis
Business Description and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation |
Business Description | |
The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, and cash flows 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 two businesses, the previously-named Sensors and Controls businesses. In the first quarter of 2015, we revised the names of our businesses to align with their strategic intent. The previously-named Sensors business is now called "Performance Sensing," and the previously-named Controls business is now called "Sensing Solutions." The renaming of these businesses emphasizes Sensata’s combined ability to develop leading sensing technologies that drive system performance and then apply those sensing technologies across a broad range of end-markets and applications. Throughout this Quarterly Report on Form 10-Q, we will refer to our businesses under their revised names. | |
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 14, "Segment Reporting," for further discussion of this realignment. The discussion below, relating to our Performance Sensing and Sensing Solutions businesses, reflects this realignment. | |
Our Performance Sensing 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 Sensing Solutions 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 Sensing Solutions business also manufactures direct current to alternating current power inverters, which enable the operation of electronic equipment when grid power is not available. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q, and therefore do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year, nor were those of the comparable 2014 period necessarily representative of those actually experienced for the full year 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. | |
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. |
New_Accounting_Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards |
In May 2014, the Financial Accounting Standards Board ("FASB") 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. | |
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which simplifies the presentation of debt issuance costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years) with early adoption permitted and retrospective application required. If we had adopted this standard in the first quarter of 2015, the result would have been the reclassification of $30.2 million and $29.1 million as of March 31, 2015 and December 31, 2014, respectively, from deferred financing costs to long-term debt in our condensed consolidated balance sheets. There will not be a material impact on our results of operations upon adoption of ASU 2015-03. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
The components of inventories as of March 31, 2015 and December 31, 2014 were as follows: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Finished goods | $ | 131,529 | $ | 127,407 | ||||
Work-in-process | 62,922 | 69,218 | ||||||
Raw materials | 152,348 | 159,739 | ||||||
Total | $ | 346,799 | $ | 356,364 | ||||
Shareholders_Equity
Shareholders' Equity | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Shareholders' Equity | Shareholders' Equity | ||||||||||||
Treasury Shares | |||||||||||||
In October 2012, our Board of Directors authorized a $250.0 million share repurchase program. In October 2013 and February 2014, the Board of Directors authorized amendments to the terms of the program, in each case to reset the amount available for share repurchases to $250.0 million. Under this program, we may repurchase ordinary shares from time to time, at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions. The share repurchase program may be modified or terminated by our Board of Directors at any time. | |||||||||||||
During the three months ended March 31, 2015, there were no repurchases of ordinary shares under this program. | |||||||||||||
During the three months ended March 31, 2014, we repurchased 0.3 million ordinary shares under this program for an aggregate purchase price of approximately $11.3 million, at a weighted-average price of $39.26 per ordinary share. | |||||||||||||
Ordinary shares repurchased by us are recorded at cost as treasury shares and result in a reduction of shareholders' equity. We reissue treasury shares as part of our share-based compensation programs. When shares are reissued, we determine the cost using the first-in, first-out method. During each of the three month periods ended March 31, 2015 and March 31, 2014, we reissued 0.5 million treasury shares as part of our share-based compensation programs. During the three months ended March 31, 2015, in connection with our treasury share reissuances, we recognized a loss of $12.3 million that was recorded in Retained earnings. | |||||||||||||
Accumulated Other Comprehensive Income/(Loss) | |||||||||||||
The following is a roll forward of the components of Accumulated other comprehensive income/(loss), net of tax, for the three months ended March 31, 2015: | |||||||||||||
Deferred Gain on Derivative Instruments, Net of Reclassifications | Defined Benefit and Retiree Healthcare Plans | Accumulated Other Comprehensive Income/(Loss) | |||||||||||
Balance as of December 31, 2014 | $ | 17,578 | $ | (29,326 | ) | $ | (11,748 | ) | |||||
Other comprehensive income before reclassifications | 28,466 | — | 28,466 | ||||||||||
Amounts reclassified from Accumulated other comprehensive income/(loss) | (6,962 | ) | (389 | ) | (7,351 | ) | |||||||
Net current period other comprehensive income | 21,504 | (389 | ) | 21,115 | |||||||||
Balance as of March 31, 2015 | $ | 39,082 | $ | (29,715 | ) | $ | 9,367 | ||||||
The details of the amounts reclassified from Accumulated other comprehensive income/(loss) for the three months ended March 31, 2015 and March 31, 2014 are as follows: | |||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Income/(Loss) | Affected Line in Condensed Consolidated Statement of Operations | ||||||||||||
Component | For the three months ended March 31, 2015 | For the three months ended March 31, 2014 | |||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||
Interest rate caps | $ | — | $ | 325 | Interest expense (1) | ||||||||
Foreign currency forward contracts | (10,801 | ) | 1,924 | Net revenue (1) | |||||||||
Foreign currency forward contracts | 1,519 | (82 | ) | Cost of revenue (1) | |||||||||
(9,282 | ) | 2,167 | Total before tax | ||||||||||
2,320 | (542 | ) | Provision for income taxes | ||||||||||
$ | (6,962 | ) | $ | 1,625 | Net of tax | ||||||||
Defined benefit and retiree healthcare plans | $ | (367 | ) | $ | (83 | ) | Various (2) | ||||||
(22 | ) | 12 | Provision for income taxes | ||||||||||
$ | (389 | ) | $ | (71 | ) | Net of tax | |||||||
(1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive income/(loss). | |||||||||||||
(2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive income/(loss) affect the Cost of revenue, Research and development, and Selling, general and administrative ("SG&A") line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring_and_Special_Char
Restructuring and Special Charges | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||
Restructuring and Special Charges | Restructuring and Special Charges | ||||||||||||||||
The following tables present costs/(gains) recorded within the condensed consolidated statements of operations associated with our restructuring activities and special charges, and where these amounts were recognized, for the three months ended March 31, 2015 and March 31, 2014: | |||||||||||||||||
For the three months ended March 31, 2015 | |||||||||||||||||
2011 Plan | Other | Special Charges | Total | ||||||||||||||
Restructuring and special charges | $ | — | $ | 720 | $ | — | $ | 720 | |||||||||
Other, net | — | (1,064 | ) | — | (1,064 | ) | |||||||||||
Total | $ | — | $ | (344 | ) | $ | — | $ | (344 | ) | |||||||
For the three months ended March 31, 2014 | |||||||||||||||||
2011 Plan | Other | Special Charges | Total | ||||||||||||||
Restructuring and special charges | $ | (130 | ) | $ | 995 | $ | — | $ | 865 | ||||||||
Other, net | 3 | — | — | 3 | |||||||||||||
Cost of revenue | — | — | (2,417 | ) | (2,417 | ) | |||||||||||
Total | $ | (127 | ) | $ | 995 | $ | (2,417 | ) | $ | (1,549 | ) | ||||||
The “other” restructuring charges of $0.7 million recognized during the three months ended March 31, 2015 consist primarily of severance recorded in connection with acquired businesses. The following table outlines the changes to the restructuring liability associated with all of our "other" actions: | |||||||||||||||||
Severance | |||||||||||||||||
Balance at December 31, 2014 | $ | 19,914 | |||||||||||||||
Charges | 720 | ||||||||||||||||
Payments | (3,307 | ) | |||||||||||||||
Impact of changes in foreign currency exchange rates | (1,064 | ) | |||||||||||||||
Balance at March 31, 2015 | $ | 16,263 | |||||||||||||||
The "other" restructuring charges of $1.0 million recognized during the three months ended March 31, 2014 consist primarily of severance charges related to the termination of certain employees of Wabash Technologies. | |||||||||||||||||
The "special charges" of $(2.4) million recognized during the three months ended March 31, 2014 consist of insurance proceeds received related to a fire that damaged a portion of our manufacturing facility in JinCheon, South Korea on September 30, 2012. |
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Our debt as of March 31, 2015 and December 31, 2014 consisted of the following: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Original Term Loan | $ | 393,120 | $ | 469,308 | ||||
Incremental Term Loan | 597,000 | 598,500 | ||||||
6.5% Senior Notes | 79,130 | 700,000 | ||||||
4.875% Senior Notes | 500,000 | 500,000 | ||||||
5.625% Senior Notes | 400,000 | 400,000 | ||||||
5.0% Senior Notes | 700,000 | — | ||||||
Revolving Credit Facility | 75,000 | 130,000 | ||||||
Other debt | 259 | 2,153 | ||||||
Less: discount | (18,567 | ) | (6,312 | ) | ||||
Less: current portion | (165,143 | ) | (142,905 | ) | ||||
Long-term debt, net of discount, less current portion | $ | 2,560,799 | $ | 2,650,744 | ||||
Capital lease and other financing obligations | $ | 52,042 | $ | 48,187 | ||||
Less: current portion | (4,888 | ) | (3,074 | ) | ||||
Capital lease and other financing obligations, less current portion | $ | 47,154 | $ | 45,113 | ||||
On March 26, 2015 (the "Closing Date"), Sensata Technologies B.V. ("STBV") completed a series of financing transactions (the "Transactions") including the settlement of $620.9 million of STBV's $700.0 million aggregate principal amount of 6.5% senior notes due 2019 (the "6.5% Senior Notes") that was validly tendered in connection with a cash tender offer which commenced on March 19, 2015 (the "Tender Offer"), the issuance and sale of $700.0 million aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes"), and the entry into the fifth amendment to our existing credit agreement dated as of May 12, 2011 (the "Fifth Amendment"). | ||||||||
The Fifth Amendment (1) increased the availability on the existing revolving credit facility (the "Revolving Credit Facility") by $100.0 million to $350.0 million in the aggregate; (2) extended the maturity date of the Revolving Credit Facility to March 26, 2020; (3) lowered the maximum commitment fee on the unused portion of the Revolving Credit Facility from 0.50% to 0.375%; and (4) revised certain index rate spreads and letter of credit fees on the Revolving Credit Facility (each of which depends on the achievement of certain senior secured net leverage ratios) as follows: (i) lowered the index rate spread for Eurodollar Rate loans from 2.500%, 2.375%, or 2.250% to 1.75% or 1.50%; (ii) lowered the index rate spread for Base Rate loans from 1.500%, 1.375%, or 1.250% to 0.75% or 0.50%; and (iii) lowered the letter of credit fees from 2.500%, 2.375%, or 2.250% to 1.625% or 1.375%. | ||||||||
In accounting for the Transactions, we applied the provisions of ASC Subtopic 470-50, Modifications and Extinguishments (“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. For holders of the 6.5% Senior Notes who were also investors in the 5.0% Senior Notes, we determined that the terms of the debt were not substantially different, and modification accounting was applied. | ||||||||
For holders of the 6.5% Senior Notes who did not invest in the 5.0% Senior Notes, we applied extinguishment accounting. Borrowings associated with holders of the 5.0% Senior Notes that were not holders of the 6.5% Senior Notes were accounted for as new issuances. | ||||||||
During the three months ended March 31, 2015, we recorded a $19.6 million loss to Other, net, primarily related to the Transactions, which is composed of fees paid to creditors of $12.4 million, costs incurred with third parties of $3.8 million, and the remainder primarily related to the write-off of unamortized deferred financing fees. | ||||||||
The 5.0% Senior Notes were issued under an indenture dated March 26, 2015 (the "5.0% Senior Notes Indenture") among STBV, as issuer, The Bank of New York Mellon, as trustee, and the guarantors. The 5.0% Senior Notes were offered at par. Interest on the 5.0% Senior Notes is payable semi-annually on April 1 and October 1 of each year, with the first payment to be made on October 1, 2015. Our obligations under the 5.0% Senior Notes are guaranteed by all of STBV's subsidiaries that guarantee STBV's obligations under its existing senior secured credit facilities issued under a credit agreement dated May 12, 2011, as subsequently amended (the “Senior Secured Credit Facilities”), except for Sensata Technologies Finance Company, LLC, a finance subsidiary of STBV and a borrower under the Senior Secured Credit Facilities. The 5.0% 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, the 4.875% senior notes due 2023 (the "4.875% Senior Notes"), and the 5.625% senior notes due 2024 (the "5.625% Senior Notes"). | ||||||||
At any time, and from time to time, STBV may redeem some or all of the 5.0% Senior Notes at a redemption price equal to 100.0% of the principal amount of the 5.0% Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, plus the "make-whole” premium set forth in the 5.0% Senior Notes Indenture. If certain changes in the law of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments on the 5.0% Senior Notes or the guarantees, STBV may redeem the notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, and Additional Amounts (as defined in the Indenture), if any, to, but excluding, the date of redemption. If STBV experiences certain change of control events, STBV will be required to make an offer to purchase the 5.0% Senior Notes then outstanding at a purchase price equal to 101% of the principal amount of the 5.0% Senior Notes on the date of purchase, plus accrued and unpaid interest, if any, to the repurchase date. | ||||||||
The 5.0% Senior Notes Indenture provides for events of default (subject in certain cases to customary grace and cure periods) which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 5.0% 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 5.0% Senior Notes may declare the principal of, and accrued but unpaid interest on, all of the 5.0% Senior Notes to be due and payable immediately. All provisions regarding remedies in an event of default are subject to the 5.0% Senior Notes Indenture. | ||||||||
As of March 31, 2015, there was $268.7 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 March 31, 2015, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates through 2016. | ||||||||
Debt Maturities | ||||||||
The final maturity of the Revolving Credit Facility is March 26, 2020. 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 term loan facility entered into in May 2011 in connection with the execution of the original credit agreement providing for the Senior Secured Credit Facilities (the "Original Term Loan") is May 12, 2019. The final maturity of the $600.0 million incremental term loan facility provided for by the third amendment of the credit agreement (the "Incremental Term Loan") is October 14, 2021. The Original Term Loan and the Incremental Term Loan must be repaid in full on or prior to their respective maturity dates. The 4.875% Senior Notes, the 5.625% Senior Notes, and the 5.0% Senior Notes mature on October 15, 2023, November 1, 2024, and October 1, 2025, respectively. The 6.5% Senior Notes remaining after the settlement of the cash tender offer will be redeemed as of the April 29, 2015 redemption date. | ||||||||
Accrued Interest | ||||||||
Accrued interest associated with our outstanding debt is included as a component of Accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of March 31, 2015 and December 31, 2014, accrued interest totaled $30.4 million and $22.6 million, respectively. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
We recorded a Provision for income taxes for the three months ended March 31, 2015 and March 31, 2014 of $10.5 million and $8.1 million, respectively. The Provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions, and deferred tax expense, which relates primarily to the amortization of tax deductible goodwill and the use of net operating losses. The provision for income taxes for the three months ended March 31, 2014 included an $8.3 million benefit from income taxes due to the release of a portion of the U.S. valuation allowance in connection with the Wabash Technologies acquisition for which deferred tax liabilities were established related to acquired intangible assets. |
Pension_and_Other_PostRetireme
Pension and Other Post-Retirement Benefits | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
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 benefit plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans. | ||||||||||||||||||||||||||||||||
The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2015 and March 31, 2014 were as follows: | ||||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined Benefit | Retiree Healthcare | Defined Benefit | Total | |||||||||||||||||||||||||||||
March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | |||||||||||||||||||||||||
Service cost | $ | — | $ | — | $ | 28 | $ | 33 | $ | 781 | $ | 594 | $ | 809 | $ | 627 | ||||||||||||||||
Interest cost | 387 | 450 | 69 | 87 | 274 | 263 | 730 | 800 | ||||||||||||||||||||||||
Expected return on plan assets | (664 | ) | (611 | ) | — | — | (227 | ) | (219 | ) | (891 | ) | (830 | ) | ||||||||||||||||||
Amortization of net loss | 108 | 76 | 96 | 129 | (228 | ) | 45 | (24 | ) | 250 | ||||||||||||||||||||||
Amortization of prior service credit | — | — | (334 | ) | (333 | ) | (9 | ) | — | (343 | ) | (333 | ) | |||||||||||||||||||
Net periodic benefit cost | $ | (169 | ) | $ | (85 | ) | $ | (141 | ) | $ | (84 | ) | $ | 591 | $ | 683 | $ | 281 | $ | 514 | ||||||||||||
ShareBased_Payment_Plans
Share-Based Payment Plans | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Share-Based Payment Plans | Share-Based Payment Plans | |||||||
Share-Based Compensation Expense | ||||||||
The table below presents non-cash compensation expense related to our equity awards recorded within SG&A expense in the condensed consolidated statements of operations during the identified periods: | ||||||||
For the three months ended | ||||||||
March 31, 2015 | March 31, 2014 | |||||||
Stock options | $ | 1,674 | $ | 1,622 | ||||
Restricted securities | 1,513 | 963 | ||||||
Total share-based compensation expense | $ | 3,187 | $ | 2,585 | ||||
During the three months ended March 31, 2015, 473 stock options were exercised, all of which were settled with shares reissued from treasury. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Off-Balance Sheet Commitments | |
We execute contracts involving indemnifications standard in the relevant industry and indemnifications specific to certain transactions, such as the sale of a business. These indemnifications might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; and financial matters. Performance under these indemnifications would generally be triggered by a breach of terms of the contract or by a third-party claim. Historically, we have experienced only minimal and infrequent losses associated with these indemnifications. Consequently, any future liabilities brought about by these indemnifications cannot reasonably be estimated or accrued. | |
Indemnifications Provided As Part of Contracts and Agreements | |
We are party to the following types of agreements pursuant to which we may be obligated to indemnify a third party with respect to certain matters. | |
Sponsors: Upon the closing of the acquisition of the Sensors and Controls business of Texas Instruments Incorporated ("TI") on April 27, 2006, we entered into customary indemnification agreements with entities associated with Bain Capital Partners, LLC ("Bain Capital") and co-investors (Bain Capital and co-investors are collectively referred to as the “Sponsors”). Pursuant to these indemnification agreements, we agreed to indemnify the Sponsors, either during or after the term of the agreements, against certain liabilities arising out of performance of a consulting agreement between us and each of the Sponsors, and certain other claims and liabilities, including liabilities arising out of financing arrangements and securities offerings. There is no limit to the maximum future payments, if any, under these indemnifications. | |
Officers and Directors: In connection with our initial public offering ("IPO"), we entered into indemnification agreements with each of our board members and executive officers pursuant to which we agreed to indemnify, defend, and hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable law, from damages arising from the fact that such person is or was one of our directors or officers or that of any of our subsidiaries. | |
Our articles of association provide for indemnification of directors and officers by us to the fullest extent permitted by applicable law, as it now exists or may hereinafter be amended (but, in the case of an amendment, only to the extent such amendment permits broader indemnification rights than permitted prior thereto), against any and all liabilities including all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or outside of his or her mandate. The articles do not provide a limit to the maximum future payments, if any, under the indemnification. No indemnification is provided for in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty on our behalf. | |
In addition, we have a liability insurance policy that insures directors and officers against the cost of defense, settlement, or payment of claims and judgments under some circumstances. Certain indemnification payments may not be covered under our directors’ and officers’ insurance coverage. | |
Underwriters: Pursuant to the terms of the underwriting agreements entered into in connection with our IPO and secondary public equity offerings, we are obligated to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in respect thereof. The underwriting agreements do not provide a limit to the maximum future payments, if any, under these indemnifications. | |
Initial Purchasers of Senior Notes: Pursuant to the terms of the purchase agreements entered into in connection with our private placement senior note offerings, we are obligated to indemnify the initial purchasers of our senior notes against certain liabilities caused by any untrue statement or alleged untrue statement of a material fact in various documents relied upon by such initial purchasers, or to contribute to payments the initial purchasers may be required to make in respect thereof. The purchase agreements do not provide a limit to the maximum future payments, if any, under these indemnifications. | |
Intellectual Property and Product Liability Indemnification: We routinely sell products with a limited intellectual property and product liability indemnification included in the terms of sale. Historically, we have had only minimal and infrequent losses associated with these indemnifications. Consequently, any future liabilities resulting from these indemnifications cannot reasonably be estimated or accrued. | |
Product Warranty Liabilities | |
Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which, depending on the product, generally exists for a period of twelve to eighteen months after the date we ship the product to our customer or for a period of twelve months after the date the customer resells our product, whichever comes first. We do not offer separately priced extended warranty or product maintenance contracts. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit. | |
We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end-market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes, or other laws, would imply various warranties and restrict limitations on liability. | |
In the event a warranty claim based on defective materials exists, we may be able to recover some of the cost of the claim from the vendor from whom the materials were purchased. Our ability to recover some of the costs will depend on the terms and conditions to which we agreed when the materials were purchased. When a warranty claim is made, the only collateral available to us is the return of the inventory from the customer making the warranty claim. Historically, when customers make a warranty claim, we either replace the product or provide the customer with a credit. We generally do not rework the returned product. | |
Our policy is to accrue for warranty claims when a loss is both probable and estimable. This is accomplished by accruing for estimated returns and estimated costs to replace the product at the time the related revenue is recognized. Liabilities for warranty claims have historically not been material. In some instances, customers may make claims for costs they incurred or other damages related to a claim. Any potentially material liabilities associated with these claims are discussed in this Note under the heading Legal Proceedings and Claims. | |
Environmental Remediation Liabilities | |
Our operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and our employees, including those governing air emissions, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. We are, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving us or our operations. | |
In 2001, TI Brazil was notified by the State of São Paolo, Brazil regarding its potential cleanup liability as a generator of wastes sent to the Aterro Mantovani disposal site, which operated near Campinas from 1972 to 1987. The site is a landfill contaminated with a variety of chemical materials, including petroleum products, allegedly disposed at the site. TI Brazil is one of over 50 companies notified of potential cleanup liability. There have been several lawsuits filed by third parties alleging personal injuries caused by exposure to drinking water contaminated by the disposal site. Our subsidiary, Sensata Technologies Brazil ("ST Brazil"), is the successor in interest to TI Brazil. However, in accordance with the terms of the acquisition agreement entered into in connection with the acquisition of the Sensors and Controls business of TI (the “Acquisition Agreement”), TI retained these liabilities (subject to the limitations set forth in that agreement) and has agreed to indemnify us with regard to these excluded liabilities. Additionally, in 2008, five lawsuits were filed against ST Brazil alleging personal injuries suffered by individuals who were exposed to drinking water allegedly contaminated by the Aterro Mantovani disposal site. These matters are managed and controlled by TI. TI is defending these five lawsuits in the 1st Civil Court of Jaquariuna, São 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 March 31, 2015. | |
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 an immaterial amount, 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 condensed consolidated statements of operations in a manner consistent with the related losses. | |
Pending Litigation and Claims | |
Ford Speed Control Deactivation Switch Litigation: We are involved in a number of litigation matters relating to a pressure switch that TI sold to Ford Motor Company (“Ford”) for several years until 2002. Ford incorporated the switch into a cruise control deactivation switch system that it installed in certain vehicles. Due to concerns that, in some circumstances, this system and switch may cause fires, Ford and related companies issued numerous separate recalls of vehicles between 1999 and 2009, which covered approximately fourteen million vehicles in the aggregate. | |
As of March 31, 2015, we were 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 March 31, 2015. We do not believe that aggregate TI and Sensata costs will exceed $300.0 million. | |
SGL Italia: Our subsidiaries, Sensata Technologies B.V. and Sensata Technologies Italia, are defendants in a lawsuit, Luigi Lavazza s.p.a. and SGL Italia s.r.l. v. Sensata Technologies Italia s.r.l., Sensata Technologies, B.V., and Komponent s.r.l., Court of Milan, bench 7, brought in the court in Milan, Italy. The lawsuit alleges defects in one of our electromechanical control products. The plaintiffs had alleged €4.2 million in damages. We filed our most recent answer to the lawsuit in November 2012, denying liability. On February 14, 2014 the court appointed an independent technical expert and this expert 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 responsible for 30% to 40% of damages. The court held a hearing on March 5, 2015 at which it appointed an independent accounting expert to review the cost data and subsequently issue a report. The court-appointed accounting expert has informed us that SGL Italia has submitted documents allegedly supporting costs of €5.0 million. The court-appointed accounting expert is still in the process of reviewing these documents to ultimately issue an opinion on the proper size of the damages. We believe that a loss is probable. As of March 31, 2015, 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 March 31, 2015, we have recorded an accrual of $1.1 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 it would seek reimbursement of these costs (or a portion thereof). On March 26, 2015, we entered into a settlement agreement with the customer in which we agreed to reimburse it for 50% of its future costs, with a maximum contribution by us of $4.0 million. As of March 31, 2015, we have recorded an immaterial accrual related to this matter, which represents the low end of the estimated range of loss. | |
Korean Supplier: In the first quarter of 2014, one of our Korean suppliers, Yukwang Co. Ltd. ("Yukwang"), notified us that it was terminating its existing agreement with us 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 held a first hearing on the appeal on March 10, 2015. Additionally, the KIPT proceeding continued with a hearing on 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 March 31, 2015, 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 March 31, 2015, 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 tire pressure monitoring sensors ("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. A claim construction hearing was held in December 2014, expert discovery was completed on March 31, 2015, and a trial is scheduled for June 1, 2015. On April 15, 2015, the court denied our request to file motion for summary judgment. We expect the case to go to trial as currently scheduled. 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 March 31, 2015, we have not recorded an accrual for these matters. | |
Hassett Class Action Lawsuit: On March 19, 2015, two named plaintiffs filed a class action complaint in the U.S. District Court for the Eastern District of Michigan against Chrysler and Schrader-Bridgeport International, Inc., styled Hassett v. FCA US, LLC et al., case number 2:2015cv11030 (E.D. Michigan). Process was served on our agent on March 25, 2015 and received by us on March 27, 2015. The lawsuit alleges that faulty valve stems were used in Schrader TPMS installed on Chrysler vehicles model years 2007 through 2014. It alleges breach of warranty, unjust enrichment, and violations of the Michigan consumer protection act and the federal Magnuson-Moss warranty act, and is seeking compensatory and punitive damages. Both the size of the class and the damages sought are unspecified. We have received an extension for filing an answer, which is now due May 15, 2015. We do not believe a loss is probable, and accordingly, as of March 31, 2015, we have not recorded an accrual related to this matter. | |
FCPA Voluntary Disclosure | |
In 2010, an internal investigation was conducted under the direction of the Audit Committee of our Board of Directors to determine whether any laws, including the Foreign Corrupt Practices Act (the “FCPA”), may have been violated in connection with a certain business relationship entered into by one of our operating subsidiaries involving business in China. We believe the amount of payments and the business involved was immaterial. We discontinued the specific business relationship, and our investigation has not identified any other suspect transactions. We contacted the United States Department of Justice (the "DOJ") and the SEC to make a voluntary disclosure of the possible violations, the investigation, and the initial findings. We have been fully cooperating with their review. During 2012, the DOJ informed us that it has closed its inquiry into the matter but indicated that it could reopen its inquiry in the future in the event it were to receive additional information or evidence. We have not received an update from the SEC concerning the status of its inquiry. The FCPA (and related statutes and regulations) provides for potential monetary penalties, criminal and civil sanctions, and other remedies. We are unable to estimate the potential penalties and/or sanctions, if any, that might be assessed and, accordingly, no provision has been made in the condensed consolidated financial statements. |
Fair_Value_Measures
Fair Value Measures | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Fair Value Measures | Fair Value Measures | |||||||||||||||||||||||||||||||
Our assets and liabilities reported at fair value have been categorized based upon a fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. The levels of the fair value hierarchy are described below: | ||||||||||||||||||||||||||||||||
• | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. | |||||||||||||||||||||||||||||||
• | Level 2 inputs utilize inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. | |||||||||||||||||||||||||||||||
• | Level 3 inputs are unobservable inputs for the asset or liability, allowing for situations where there is little, if any, market activity for the asset or liability. | |||||||||||||||||||||||||||||||
Measured on a Recurring Basis | ||||||||||||||||||||||||||||||||
The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fell: | ||||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 67,582 | $ | — | $ | — | $ | 31,785 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 411 | — | — | 114 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 67,993 | $ | — | $ | — | $ | 31,899 | $ | — | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 14,900 | $ | — | $ | — | $ | 9,656 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 10,827 | — | — | 11,975 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 25,727 | $ | — | $ | — | $ | 21,631 | $ | — | ||||||||||||||||||||
The valuations of the foreign currency forward contracts are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including foreign currency forward curves, and reflects the contractual terms of these instruments, including the period to maturity. The specific contractual terms utilized as inputs in determining fair value and a discussion of the nature of the risks being mitigated by these instruments are detailed in Note 12, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Foreign Currency Risk." | ||||||||||||||||||||||||||||||||
The valuations of the commodity forward contracts are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including commodity forward curves, and reflects the contractual terms of these instruments, including the period to maturity. The specific contractual terms utilized as inputs in determining fair value and a discussion of the nature of the risks being mitigated by these instruments are detailed in Note 12, “Derivative Instruments and Hedging Activities,” under the caption “Hedges of Commodity Risk." | ||||||||||||||||||||||||||||||||
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own non-performance risk and the respective counterparties' non-performance risk in the fair value measurement. However, as of March 31, 2015 and December 31, 2014, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. | ||||||||||||||||||||||||||||||||
Measured on a Non-recurring Basis | ||||||||||||||||||||||||||||||||
We evaluate the recoverability of goodwill and indefinite-lived intangible assets in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that goodwill or other intangible assets may be impaired. As of October 1, 2014, we evaluated our goodwill for impairment using the qualitative method. 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 March 31, 2015, no events or changes in circumstances have occurred that would trigger the need for an additional impairment review. | ||||||||||||||||||||||||||||||||
Financial Instruments Not Recorded at Fair Value | ||||||||||||||||||||||||||||||||
The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014: | ||||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||||||||
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 | $ | 393,120 | $ | — | $ | 393,613 | $ | — | $ | 469,308 | $ | — | $ | 466,966 | $ | — | ||||||||||||||||
Incremental Term Loan | $ | 597,000 | $ | — | $ | 600,760 | $ | — | $ | 598,500 | $ | — | $ | 595,534 | $ | — | ||||||||||||||||
6.5% Senior Notes | $ | 79,130 | $ | — | $ | 81,891 | $ | — | $ | 700,000 | $ | — | $ | 730,660 | $ | — | ||||||||||||||||
4.875% Senior Notes | $ | 500,000 | $ | — | $ | 514,375 | $ | — | $ | 500,000 | $ | — | $ | 495,650 | $ | — | ||||||||||||||||
5.625% Senior Notes | $ | 400,000 | $ | — | $ | 427,000 | $ | — | $ | 400,000 | $ | — | $ | 415,000 | $ | — | ||||||||||||||||
5.0% Senior Notes | $ | 700,000 | $ | — | $ | 707,000 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Revolving Credit Facility | $ | 75,000 | $ | — | $ | 70,720 | $ | — | $ | 130,000 | $ | — | $ | 128,250 | $ | — | ||||||||||||||||
Other debt | $ | 259 | $ | — | $ | 259 | $ | — | $ | 2,153 | $ | — | $ | 2,153 | $ | — | ||||||||||||||||
(1) | The carrying value is presented excluding discount. | |||||||||||||||||||||||||||||||
The fair values of the term loans and the senior notes are primarily 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 | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities | |||||||||||||||||||
As required by ASC Topic 815, Derivatives and Hedging (“ASC 815”), we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative as being in a hedging relationship, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. 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 condensed consolidated statements of operations. Specific information about the valuations of derivatives and classification in the fair value hierarchy is described in Note 11, “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 income/(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 March 31, 2015 and December 31, 2014, we had posted no cash collateral. | ||||||||||||||||||||
Hedges of Interest Rate Risk | ||||||||||||||||||||
On August 12, 2014, our interest rate cap, a portion of which was designated as a cash flow hedge of floating interest payments on the Original Term Loan, matured. As a result, we had no interest rate derivatives outstanding during the three months ended March 31, 2015. | ||||||||||||||||||||
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 three months ended March 31, 2014, 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 three months ended March 31, 2014, we recorded no ineffectiveness in earnings related to these hedges, and no amounts were excluded from the assessment of effectiveness. | ||||||||||||||||||||
Amounts reported in Accumulated other comprehensive income/(loss) related to interest rate derivatives are reclassified to Interest expense as interest payments are made on our variable rate debt. As of March 31, 2015, no amount remained in Accumulated other comprehensive income/(loss) related to interest rate derivatives. | ||||||||||||||||||||
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 the three months ended March 31, 2015 and March 31, 2014, 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 March 31, 2015, we estimate that $45.0 million in net gains will be reclassified from Accumulated other comprehensive income/(loss) to earnings during the twelve months ending March 31, 2016. | ||||||||||||||||||||
As of March 31, 2015, we had the following outstanding foreign currency forward contracts: | ||||||||||||||||||||
Notional | Effective Date | Maturity Date | Index | Weighted- Average Strike Rate | Hedge Designation | |||||||||||||||
(in millions) | ||||||||||||||||||||
338.0 EUR | Various from October 2013 to March 2015 | Various from May 2015 to February 2017 | Euro to U.S. Dollar Exchange Rate | 1.26 USD | Designated | |||||||||||||||
69.7 EUR | Various from October 2013 to March 2015 | April 30, 2015 | Euro to U.S. Dollar Exchange Rate | 1.16 USD | Non-designated | |||||||||||||||
70.0 CNY | March 26, 2015 | April 30, 2015 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.16 CNY | Non-designated | |||||||||||||||
634.0 JPY | March 27, 2015 | April 30, 2015 | U.S. Dollar to Japanese Yen Exchange Rate | 119.03 JPY | Non-designated | |||||||||||||||
49,000.0 KRW | Various from March 2014 to March 2015 | Various from May 2015 to February 2017 | U.S. Dollar to Korean Won Exchange Rate | 1,073.20 KRW | Designated | |||||||||||||||
33,600.0 KRW | Various from March 2014 to March 2015 | April 30, 2015 | U.S. Dollar to Korean Won Exchange Rate | 1,104.17 KRW | Non-designated | |||||||||||||||
95.6 MYR | Various from January 2014 to March 2015 | Various from May 2015 to February 2017 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.49 MYR | Designated | |||||||||||||||
35.1 MYR | Various from January 2014 to March 2015 | April 30, 2015 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.61 MYR | Non-designated | |||||||||||||||
1,492.2 MXN | Various from January 2014 to March 2015 | Various from May 2015 to February 2017 | U.S. Dollar to Mexican Peso Exchange Rate | 14.55 MXN | Designated | |||||||||||||||
109.7 MXN | Various from January 2014 to March 2015 | April 30, 2015 | U.S. Dollar to Mexican Peso Exchange Rate | 14.09 MXN | Non-designated | |||||||||||||||
60.1 GBP | Various from October 2014 to March 2015 | Various from May 2015 to February 2017 | Pound Sterling to U.S. Dollar Exchange Rate | 1.55 USD | Designated | |||||||||||||||
8.7 GBP | Various from October 2014 to March 2015 | 30-Apr-15 | Pound Sterling to U.S. Dollar Exchange Rate | 1.51 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, nickel, aluminum, copper, platinum, palladium, 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. | ||||||||||||||||||||
We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of March 31, 2015: | ||||||||||||||||||||
Commodity | Notional | Remaining Contracted Periods | Weighted- | |||||||||||||||||
Average | ||||||||||||||||||||
Strike Price Per Unit | ||||||||||||||||||||
Silver | 2,124,092 troy oz. | April 2015 - February 2017 | $18.52 | |||||||||||||||||
Gold | 14,826 troy oz. | April 2015 - February 2017 | $1,280.01 | |||||||||||||||||
Nickel | 625,518 pounds | April 2015 - February 2017 | $7.16 | |||||||||||||||||
Aluminum | 5,942,053 pounds | April 2015 - February 2017 | $0.90 | |||||||||||||||||
Copper | 9,987,955 pounds | April 2015 - February 2017 | $3.00 | |||||||||||||||||
Platinum | 8,113 troy oz. | April 2015 - February 2017 | $1,340.31 | |||||||||||||||||
Palladium | 1,337 troy oz. | April 2015 - February 2017 | $775.56 | |||||||||||||||||
Zinc | 1,455,007 pounds | April 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 condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014: | ||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||
Balance Sheet Location | March 31, 2015 | December 31, 2014 | Balance Sheet Location | March 31, 2015 | December 31, 2014 | |||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 49,825 | $ | 24,097 | Accrued expenses and other current liabilities | $ | 10,791 | $ | 6,332 | ||||||||||
Foreign currency forward contracts | Other assets | 11,699 | 5,163 | Other long term liabilities | 2,887 | 2,210 | ||||||||||||||
Total | $ | 61,524 | $ | 29,260 | $ | 13,678 | $ | 8,542 | ||||||||||||
Derivatives not designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Commodity forward contracts | Prepaid expenses and other current assets | $ | 137 | $ | 107 | Accrued expenses and other current liabilities | $ | 9,706 | $ | 10,591 | ||||||||||
Commodity forward contracts | Other assets | 274 | 7 | Other long term liabilities | 1,121 | 1,384 | ||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | 6,058 | 2,525 | Accrued expenses and other current liabilities | 1,222 | 1,114 | ||||||||||||||
Total | $ | 6,469 | $ | 2,639 | $ | 12,049 | $ | 13,089 | ||||||||||||
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended March 31, 2015 and March 31, 2014: | ||||||||||||||||||||
Derivatives designated as | Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Income | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Income | |||||||||||||||||
hedging instruments under ASC 815 | ||||||||||||||||||||
March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | |||||||||||||||||
Interest rate caps | $ | — | $ | — | Interest expense | $ | — | $ | (325 | ) | ||||||||||
Foreign currency forward contracts | $ | 45,017 | $ | (285 | ) | Net revenue | $ | 10,801 | $ | (1,924 | ) | |||||||||
Foreign currency forward contracts | $ | (7,061 | ) | $ | 1,004 | Cost of revenue | $ | (1,519 | ) | $ | 82 | |||||||||
Derivatives not designated as | Amount of (Loss)/Gain Recognized in Income on Derivatives | Location of (Loss)/Gain | ||||||||||||||||||
hedging instruments under ASC 815 | Recognized in Income on Derivatives | |||||||||||||||||||
March 31, 2015 | March 31, 2014 | |||||||||||||||||||
Commodity forward contracts | $ | (1,406 | ) | $ | 1,304 | Other, net | ||||||||||||||
Foreign currency forward contracts | $ | 4,708 | $ | (186 | ) | 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, and 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 March 31, 2015, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $26.4 million. As of March 31, 2015, we have 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. |
Other_Net
Other, Net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Income and Expenses [Abstract] | ||||||||
Other, Net | Other, Net | |||||||
Other, net consisted of the following for the three months ended March 31, 2015 and March 31, 2014: | ||||||||
For the three months ended | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Currency remeasurement loss on net monetary assets | $ | (5,668 | ) | $ | (556 | ) | ||
(Loss)/gain on commodity forward contracts | (1,406 | ) | 1,304 | |||||
Gain/(loss) on foreign currency forward contracts | 4,708 | (186 | ) | |||||
Loss on debt financing | (19,564 | ) | — | |||||
Other | 173 | (24 | ) | |||||
Total Other, net | $ | (21,757 | ) | $ | 538 | |||
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Reporting | Segment Reporting | |||||||
Prior to the fourth quarter of 2014, our two reportable segments, Performance Sensing and Sensing Solutions, were organized based on product families included in each segment (sensor products in the Performance Sensing segment and control products in the Sensing Solutions 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 Performance Sensing segment that has historically served the HVAC and industrial end-markets (the industrial sensing product line) was moved to the Sensing Solutions segment because the Sensing Solutions 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, Performance Sensing and Sensing Solutions, 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," included in our Annual Report on Form 10-K for the year ended December 31, 2014. | ||||||||
The following table presents Net revenue and Segment operating income for the reported segments and other operating results not allocated to the reported segments for the three months ended March 31, 2015 and March 31, 2014 (recast to reflect our realigned segments): | ||||||||
For the three months ended | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Net revenue: | ||||||||
Performance Sensing | $ | 591,252 | $ | 394,626 | ||||
Sensing Solutions | 159,433 | 156,968 | ||||||
Total net revenue | $ | 750,685 | $ | 551,594 | ||||
Segment operating income (as defined above): | ||||||||
Performance Sensing | $ | 143,872 | $ | 109,344 | ||||
Sensing Solutions | 49,218 | 48,023 | ||||||
Total segment operating income | 193,090 | 157,367 | ||||||
Corporate and other | (44,170 | ) | (25,308 | ) | ||||
Amortization of intangible assets | (45,809 | ) | (32,016 | ) | ||||
Restructuring and special charges | (720 | ) | (865 | ) | ||||
Profit from operations | 102,391 | 99,178 | ||||||
Interest expense | (34,880 | ) | (23,512 | ) | ||||
Interest income | 119 | 308 | ||||||
Other, net | (21,757 | ) | 538 | |||||
Income before taxes | $ | 45,873 | $ | 76,512 | ||||
Net_Income_per_Share
Net Income per Share | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Earnings Per Share [Abstract] | ||||||
Net Income per Share | Net Income per Share | |||||
Basic and diluted net income per share are calculated by dividing Net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three months ended March 31, 2015 and March 31, 2014, the weighted-average shares outstanding for basic and diluted net income per share were as follows: | ||||||
For the three months ended | ||||||
March 31, | March 31, | |||||
2015 | 2014 | |||||
Basic weighted-average ordinary shares outstanding | 169,487 | 172,085 | ||||
Dilutive effect of stock options | 1,567 | 1,904 | ||||
Dilutive effect of unvested restricted securities | 208 | 162 | ||||
Diluted weighted-average ordinary shares outstanding | 171,262 | 174,151 | ||||
Net income and net income per share are presented in the condensed consolidated statements of operations. | ||||||
For the three months ended March 31, 2015 and March 31, 2014, certain potential ordinary shares were excluded from our calculation of diluted weighted-average shares outstanding because they would have had an anti-dilutive effect on net income per share, or because they related to share-based awards associated with restricted securities that were contingently issuable, for which the contingency had not been satisfied. | ||||||
For the three months ended | ||||||
March 31, | March 31, | |||||
2015 | 2014 | |||||
Anti-dilutive shares excluded | 622 | 805 | ||||
Contingently issuable shares excluded | 297 | 237 | ||||
Acquisitions
Acquisitions | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Business Combinations [Abstract] | ||||||
Acquisitions | Acquisitions | |||||
Schrader | ||||||
In 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 TPMS, and is being integrated into our Performance Sensing segment. We acquired Schrader to add TPMS and additional low pressure sensing capabilities to our current product portfolio. | ||||||
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 | $ | 96,675 | ||||
Inventories | 72,118 | |||||
Prepaid expenses and other current assets | 17,320 | |||||
Property, plant and equipment | 149,475 | |||||
Other intangible assets | 362,694 | |||||
Goodwill | 539,444 | |||||
Other assets | 5,489 | |||||
Accounts payable | (66,461 | ) | ||||
Accrued expenses and other current liabilities | (70,056 | ) | ||||
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 $539.4 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 | 2,694 | 3 | ||||
$ | 362,694 | 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 10, "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 Performance Sensing 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 non-current 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 Life (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 Sensing Solutions 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 Life (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 Performance Sensing 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 Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Completed technologies | $ | 13,600 | 9 | |||
Customer relationships | 7,900 | 7 | ||||
$ | 21,500 | 8 | ||||
The definite-lived intangible assets were valued using the income approach. We used the relief-from-royalty method to value completed technologies and the multi-period excess earnings method to value customer relationships. These valuation methods incorporate assumptions including expected discounted future cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||
The valuation of certain tangible assets acquired were determined using cost and market approaches. For personal property, we primarily used the cost approach to develop the estimated reproduction or replacement cost. For real property, we used a market approach based on the use of appraisals and input from market participants. The fair value of these assets is considered to be a Level 3 fair value measurement. | ||||||
Aggregated Information on Business Combinations | ||||||
The following table presents the pro forma Net revenue and Net income for the three months ended March 31, 2014 had we acquired Schrader on January 1, 2013: | ||||||
31-Mar-14 | ||||||
Pro forma net revenue | $ | 673,194 | ||||
Pro forma net income | $ | 52,323 | ||||
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 three months ended March 31, 2014. |
New_Accounting_Standards_Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Basis of Presentation, Policy | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q, and therefore do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year, nor were those of the comparable 2014 period necessarily representative of those actually experienced for the full year 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. | |
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. |
New Accounting Standards. Policy | In May 2014, the Financial Accounting Standards Board ("FASB") 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. | |
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which simplifies the presentation of debt issuance costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years) with early adoption permitted and retrospective application required. If we had adopted this standard in the first quarter of 2015, the result would have been the reclassification of $30.2 million and $29.1 million as of March 31, 2015 and December 31, 2014, respectively, from deferred financing costs to long-term debt in our condensed consolidated balance sheets. There will not be a material impact on our results of operations upon adoption of ASU 2015-03. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory | The components of inventories as of March 31, 2015 and December 31, 2014 were as follows: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Finished goods | $ | 131,529 | $ | 127,407 | ||||
Work-in-process | 62,922 | 69,218 | ||||||
Raw materials | 152,348 | 159,739 | ||||||
Total | $ | 346,799 | $ | 356,364 | ||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The following is a roll forward of the components of Accumulated other comprehensive income/(loss), net of tax, for the three months ended March 31, 2015: | ||||||||||||
Deferred Gain on Derivative Instruments, Net of Reclassifications | Defined Benefit and Retiree Healthcare Plans | Accumulated Other Comprehensive Income/(Loss) | |||||||||||
Balance as of December 31, 2014 | $ | 17,578 | $ | (29,326 | ) | $ | (11,748 | ) | |||||
Other comprehensive income before reclassifications | 28,466 | — | 28,466 | ||||||||||
Amounts reclassified from Accumulated other comprehensive income/(loss) | (6,962 | ) | (389 | ) | (7,351 | ) | |||||||
Net current period other comprehensive income | 21,504 | (389 | ) | 21,115 | |||||||||
Balance as of March 31, 2015 | $ | 39,082 | $ | (29,715 | ) | $ | 9,367 | ||||||
Reclassification out of Accumulated Other Comprehensive Income | The details of the amounts reclassified from Accumulated other comprehensive income/(loss) for the three months ended March 31, 2015 and March 31, 2014 are as follows: | ||||||||||||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Income/(Loss) | Affected Line in Condensed Consolidated Statement of Operations | ||||||||||||
Component | For the three months ended March 31, 2015 | For the three months ended March 31, 2014 | |||||||||||
Derivative instruments designated and qualifying as cash flow hedges | |||||||||||||
Interest rate caps | $ | — | $ | 325 | Interest expense (1) | ||||||||
Foreign currency forward contracts | (10,801 | ) | 1,924 | Net revenue (1) | |||||||||
Foreign currency forward contracts | 1,519 | (82 | ) | Cost of revenue (1) | |||||||||
(9,282 | ) | 2,167 | Total before tax | ||||||||||
2,320 | (542 | ) | Provision for income taxes | ||||||||||
$ | (6,962 | ) | $ | 1,625 | Net of tax | ||||||||
Defined benefit and retiree healthcare plans | $ | (367 | ) | $ | (83 | ) | Various (2) | ||||||
(22 | ) | 12 | Provision for income taxes | ||||||||||
$ | (389 | ) | $ | (71 | ) | Net of tax | |||||||
(1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive income/(loss). | |||||||||||||
(2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive income/(loss) affect the Cost of revenue, Research and development, and Selling, general and administrative ("SG&A") line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring_and_Special_Char1
Restructuring and Special Charges (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||
Schedule of Restructuring and Related Costs | The following tables present costs/(gains) recorded within the condensed consolidated statements of operations associated with our restructuring activities and special charges, and where these amounts were recognized, for the three months ended March 31, 2015 and March 31, 2014: | ||||||||||||||||
For the three months ended March 31, 2015 | |||||||||||||||||
2011 Plan | Other | Special Charges | Total | ||||||||||||||
Restructuring and special charges | $ | — | $ | 720 | $ | — | $ | 720 | |||||||||
Other, net | — | (1,064 | ) | — | (1,064 | ) | |||||||||||
Total | $ | — | $ | (344 | ) | $ | — | $ | (344 | ) | |||||||
For the three months ended March 31, 2014 | |||||||||||||||||
2011 Plan | Other | Special Charges | Total | ||||||||||||||
Restructuring and special charges | $ | (130 | ) | $ | 995 | $ | — | $ | 865 | ||||||||
Other, net | 3 | — | — | 3 | |||||||||||||
Cost of revenue | — | — | (2,417 | ) | (2,417 | ) | |||||||||||
Total | $ | (127 | ) | $ | 995 | $ | (2,417 | ) | $ | (1,549 | ) | ||||||
Schedule of Restructuring Reserve | The following table outlines the changes to the restructuring liability associated with all of our "other" actions: | ||||||||||||||||
Severance | |||||||||||||||||
Balance at December 31, 2014 | $ | 19,914 | |||||||||||||||
Charges | 720 | ||||||||||||||||
Payments | (3,307 | ) | |||||||||||||||
Impact of changes in foreign currency exchange rates | (1,064 | ) | |||||||||||||||
Balance at March 31, 2015 | $ | 16,263 | |||||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt Instruments | Our debt as of March 31, 2015 and December 31, 2014 consisted of the following: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Original Term Loan | $ | 393,120 | $ | 469,308 | ||||
Incremental Term Loan | 597,000 | 598,500 | ||||||
6.5% Senior Notes | 79,130 | 700,000 | ||||||
4.875% Senior Notes | 500,000 | 500,000 | ||||||
5.625% Senior Notes | 400,000 | 400,000 | ||||||
5.0% Senior Notes | 700,000 | — | ||||||
Revolving Credit Facility | 75,000 | 130,000 | ||||||
Other debt | 259 | 2,153 | ||||||
Less: discount | (18,567 | ) | (6,312 | ) | ||||
Less: current portion | (165,143 | ) | (142,905 | ) | ||||
Long-term debt, net of discount, less current portion | $ | 2,560,799 | $ | 2,650,744 | ||||
Capital lease and other financing obligations | $ | 52,042 | $ | 48,187 | ||||
Less: current portion | (4,888 | ) | (3,074 | ) | ||||
Capital lease and other financing obligations, less current portion | $ | 47,154 | $ | 45,113 | ||||
Pension_and_Other_PostRetireme1
Pension and Other Post-Retirement Benefits (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Net Benefit Costs | The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2015 and March 31, 2014 were as follows: | |||||||||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
Defined Benefit | Retiree Healthcare | Defined Benefit | Total | |||||||||||||||||||||||||||||
March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | |||||||||||||||||||||||||
Service cost | $ | — | $ | — | $ | 28 | $ | 33 | $ | 781 | $ | 594 | $ | 809 | $ | 627 | ||||||||||||||||
Interest cost | 387 | 450 | 69 | 87 | 274 | 263 | 730 | 800 | ||||||||||||||||||||||||
Expected return on plan assets | (664 | ) | (611 | ) | — | — | (227 | ) | (219 | ) | (891 | ) | (830 | ) | ||||||||||||||||||
Amortization of net loss | 108 | 76 | 96 | 129 | (228 | ) | 45 | (24 | ) | 250 | ||||||||||||||||||||||
Amortization of prior service credit | — | — | (334 | ) | (333 | ) | (9 | ) | — | (343 | ) | (333 | ) | |||||||||||||||||||
Net periodic benefit cost | $ | (169 | ) | $ | (85 | ) | $ | (141 | ) | $ | (84 | ) | $ | 591 | $ | 683 | $ | 281 | $ | 514 | ||||||||||||
ShareBased_Payment_Plans_Table
Share-Based Payment Plans (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The table below presents non-cash compensation expense related to our equity awards recorded within SG&A expense in the condensed consolidated statements of operations during the identified periods: | |||||||
For the three months ended | ||||||||
March 31, 2015 | March 31, 2014 | |||||||
Stock options | $ | 1,674 | $ | 1,622 | ||||
Restricted securities | 1,513 | 963 | ||||||
Total share-based compensation expense | $ | 3,187 | $ | 2,585 | ||||
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
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 March 31, 2015 and December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fell: | |||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 67,582 | $ | — | $ | — | $ | 31,785 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 411 | — | — | 114 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 67,993 | $ | — | $ | — | $ | 31,899 | $ | — | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Foreign currency forward contracts | $ | — | $ | 14,900 | $ | — | $ | — | $ | 9,656 | $ | — | ||||||||||||||||||||
Commodity forward contracts | — | 10,827 | — | — | 11,975 | — | ||||||||||||||||||||||||||
Total | $ | — | $ | 25,727 | $ | — | $ | — | $ | 21,631 | $ | — | ||||||||||||||||||||
Fair Value, by Balance Sheet Grouping | The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014: | |||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||||||||
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 | $ | 393,120 | $ | — | $ | 393,613 | $ | — | $ | 469,308 | $ | — | $ | 466,966 | $ | — | ||||||||||||||||
Incremental Term Loan | $ | 597,000 | $ | — | $ | 600,760 | $ | — | $ | 598,500 | $ | — | $ | 595,534 | $ | — | ||||||||||||||||
6.5% Senior Notes | $ | 79,130 | $ | — | $ | 81,891 | $ | — | $ | 700,000 | $ | — | $ | 730,660 | $ | — | ||||||||||||||||
4.875% Senior Notes | $ | 500,000 | $ | — | $ | 514,375 | $ | — | $ | 500,000 | $ | — | $ | 495,650 | $ | — | ||||||||||||||||
5.625% Senior Notes | $ | 400,000 | $ | — | $ | 427,000 | $ | — | $ | 400,000 | $ | — | $ | 415,000 | $ | — | ||||||||||||||||
5.0% Senior Notes | $ | 700,000 | $ | — | $ | 707,000 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Revolving Credit Facility | $ | 75,000 | $ | — | $ | 70,720 | $ | — | $ | 130,000 | $ | — | $ | 128,250 | $ | — | ||||||||||||||||
Other debt | $ | 259 | $ | — | $ | 259 | $ | — | $ | 2,153 | $ | — | $ | 2,153 | $ | — | ||||||||||||||||
(1) | The carrying value is presented excluding discount. |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014: | |||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||
Balance Sheet Location | March 31, 2015 | December 31, 2014 | Balance Sheet Location | March 31, 2015 | December 31, 2014 | |||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 49,825 | $ | 24,097 | Accrued expenses and other current liabilities | $ | 10,791 | $ | 6,332 | ||||||||||
Foreign currency forward contracts | Other assets | 11,699 | 5,163 | Other long term liabilities | 2,887 | 2,210 | ||||||||||||||
Total | $ | 61,524 | $ | 29,260 | $ | 13,678 | $ | 8,542 | ||||||||||||
Derivatives not designated as hedging instruments under ASC 815 | ||||||||||||||||||||
Commodity forward contracts | Prepaid expenses and other current assets | $ | 137 | $ | 107 | Accrued expenses and other current liabilities | $ | 9,706 | $ | 10,591 | ||||||||||
Commodity forward contracts | Other assets | 274 | 7 | Other long term liabilities | 1,121 | 1,384 | ||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | 6,058 | 2,525 | Accrued expenses and other current liabilities | 1,222 | 1,114 | ||||||||||||||
Total | $ | 6,469 | $ | 2,639 | $ | 12,049 | $ | 13,089 | ||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended March 31, 2015 and March 31, 2014: | |||||||||||||||||||
Derivatives designated as | Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Income | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Income | |||||||||||||||||
hedging instruments under ASC 815 | ||||||||||||||||||||
March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | |||||||||||||||||
Interest rate caps | $ | — | $ | — | Interest expense | $ | — | $ | (325 | ) | ||||||||||
Foreign currency forward contracts | $ | 45,017 | $ | (285 | ) | Net revenue | $ | 10,801 | $ | (1,924 | ) | |||||||||
Foreign currency forward contracts | $ | (7,061 | ) | $ | 1,004 | Cost of revenue | $ | (1,519 | ) | $ | 82 | |||||||||
Derivatives not designated as | Amount of (Loss)/Gain Recognized in Income on Derivatives | Location of (Loss)/Gain | ||||||||||||||||||
hedging instruments under ASC 815 | Recognized in Income on Derivatives | |||||||||||||||||||
March 31, 2015 | March 31, 2014 | |||||||||||||||||||
Commodity forward contracts | $ | (1,406 | ) | $ | 1,304 | Other, net | ||||||||||||||
Foreign currency forward contracts | $ | 4,708 | $ | (186 | ) | Other, net | ||||||||||||||
Foreign currency forward contract [Member] | ||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||
Schedule of Derivative Instruments | As of March 31, 2015, we had the following outstanding foreign currency forward contracts: | |||||||||||||||||||
Notional | Effective Date | Maturity Date | Index | Weighted- Average Strike Rate | Hedge Designation | |||||||||||||||
(in millions) | ||||||||||||||||||||
338.0 EUR | Various from October 2013 to March 2015 | Various from May 2015 to February 2017 | Euro to U.S. Dollar Exchange Rate | 1.26 USD | Designated | |||||||||||||||
69.7 EUR | Various from October 2013 to March 2015 | April 30, 2015 | Euro to U.S. Dollar Exchange Rate | 1.16 USD | Non-designated | |||||||||||||||
70.0 CNY | March 26, 2015 | April 30, 2015 | U.S. Dollar to Chinese Renminbi Exchange Rate | 6.16 CNY | Non-designated | |||||||||||||||
634.0 JPY | March 27, 2015 | April 30, 2015 | U.S. Dollar to Japanese Yen Exchange Rate | 119.03 JPY | Non-designated | |||||||||||||||
49,000.0 KRW | Various from March 2014 to March 2015 | Various from May 2015 to February 2017 | U.S. Dollar to Korean Won Exchange Rate | 1,073.20 KRW | Designated | |||||||||||||||
33,600.0 KRW | Various from March 2014 to March 2015 | April 30, 2015 | U.S. Dollar to Korean Won Exchange Rate | 1,104.17 KRW | Non-designated | |||||||||||||||
95.6 MYR | Various from January 2014 to March 2015 | Various from May 2015 to February 2017 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.49 MYR | Designated | |||||||||||||||
35.1 MYR | Various from January 2014 to March 2015 | April 30, 2015 | U.S. Dollar to Malaysian Ringgit Exchange Rate | 3.61 MYR | Non-designated | |||||||||||||||
1,492.2 MXN | Various from January 2014 to March 2015 | Various from May 2015 to February 2017 | U.S. Dollar to Mexican Peso Exchange Rate | 14.55 MXN | Designated | |||||||||||||||
109.7 MXN | Various from January 2014 to March 2015 | April 30, 2015 | U.S. Dollar to Mexican Peso Exchange Rate | 14.09 MXN | Non-designated | |||||||||||||||
60.1 GBP | Various from October 2014 to March 2015 | Various from May 2015 to February 2017 | Pound Sterling to U.S. Dollar Exchange Rate | 1.55 USD | Designated | |||||||||||||||
8.7 GBP | Various from October 2014 to March 2015 | 30-Apr-15 | Pound Sterling to U.S. Dollar Exchange Rate | 1.51 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 March 31, 2015: | |||||||||||||||||||
Commodity | Notional | Remaining Contracted Periods | Weighted- | |||||||||||||||||
Average | ||||||||||||||||||||
Strike Price Per Unit | ||||||||||||||||||||
Silver | 2,124,092 troy oz. | April 2015 - February 2017 | $18.52 | |||||||||||||||||
Gold | 14,826 troy oz. | April 2015 - February 2017 | $1,280.01 | |||||||||||||||||
Nickel | 625,518 pounds | April 2015 - February 2017 | $7.16 | |||||||||||||||||
Aluminum | 5,942,053 pounds | April 2015 - February 2017 | $0.90 | |||||||||||||||||
Copper | 9,987,955 pounds | April 2015 - February 2017 | $3.00 | |||||||||||||||||
Platinum | 8,113 troy oz. | April 2015 - February 2017 | $1,340.31 | |||||||||||||||||
Palladium | 1,337 troy oz. | April 2015 - February 2017 | $775.56 | |||||||||||||||||
Zinc | 1,455,007 pounds | April 2015 - October 2016 | $1.04 |
Other_Net_Tables
Other, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Income and Expenses [Abstract] | ||||||||
Schedule of Other, net | Other, net consisted of the following for the three months ended March 31, 2015 and March 31, 2014: | |||||||
For the three months ended | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Currency remeasurement loss on net monetary assets | $ | (5,668 | ) | $ | (556 | ) | ||
(Loss)/gain on commodity forward contracts | (1,406 | ) | 1,304 | |||||
Gain/(loss) on foreign currency forward contracts | 4,708 | (186 | ) | |||||
Loss on debt financing | (19,564 | ) | — | |||||
Other | 173 | (24 | ) | |||||
Total Other, net | $ | (21,757 | ) | $ | 538 | |||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of Segment Reporting Information, by Segment | The following table presents Net revenue and Segment operating income for the reported segments and other operating results not allocated to the reported segments for the three months ended March 31, 2015 and March 31, 2014 (recast to reflect our realigned segments): | |||||||
For the three months ended | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Net revenue: | ||||||||
Performance Sensing | $ | 591,252 | $ | 394,626 | ||||
Sensing Solutions | 159,433 | 156,968 | ||||||
Total net revenue | $ | 750,685 | $ | 551,594 | ||||
Segment operating income (as defined above): | ||||||||
Performance Sensing | $ | 143,872 | $ | 109,344 | ||||
Sensing Solutions | 49,218 | 48,023 | ||||||
Total segment operating income | 193,090 | 157,367 | ||||||
Corporate and other | (44,170 | ) | (25,308 | ) | ||||
Amortization of intangible assets | (45,809 | ) | (32,016 | ) | ||||
Restructuring and special charges | (720 | ) | (865 | ) | ||||
Profit from operations | 102,391 | 99,178 | ||||||
Interest expense | (34,880 | ) | (23,512 | ) | ||||
Interest income | 119 | 308 | ||||||
Other, net | (21,757 | ) | 538 | |||||
Income before taxes | $ | 45,873 | $ | 76,512 | ||||
Net_Income_per_Share_Tables
Net Income per Share (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Earnings Per Share [Abstract] | ||||||
Schedule of Weighted Average Number of Shares | For the three months ended March 31, 2015 and March 31, 2014, the weighted-average shares outstanding for basic and diluted net income per share were as follows: | |||||
For the three months ended | ||||||
March 31, | March 31, | |||||
2015 | 2014 | |||||
Basic weighted-average ordinary shares outstanding | 169,487 | 172,085 | ||||
Dilutive effect of stock options | 1,567 | 1,904 | ||||
Dilutive effect of unvested restricted securities | 208 | 162 | ||||
Diluted weighted-average ordinary shares outstanding | 171,262 | 174,151 | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three months ended March 31, 2015 and March 31, 2014, certain potential ordinary shares were excluded from our calculation of diluted weighted-average shares outstanding because they would have had an anti-dilutive effect on net income per share, or because they related to share-based awards associated with restricted securities that were contingently issuable, for which the contingency had not been satisfied. | |||||
For the three months ended | ||||||
March 31, | March 31, | |||||
2015 | 2014 | |||||
Anti-dilutive shares excluded | 622 | 805 | ||||
Contingently issuable shares excluded | 297 | 237 | ||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
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 | $ | 96,675 | ||||
Inventories | 72,118 | |||||
Prepaid expenses and other current assets | 17,320 | |||||
Property, plant and equipment | 149,475 | |||||
Other intangible assets | 362,694 | |||||
Goodwill | 539,444 | |||||
Other assets | 5,489 | |||||
Accounts payable | (66,461 | ) | ||||
Accrued expenses and other current liabilities | (70,056 | ) | ||||
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 | 2,694 | 3 | ||||
$ | 362,694 | 10 | ||||
Business Acquisition, Pro Forma Information | The following table presents the pro forma Net revenue and Net income for the three months ended March 31, 2014 had we acquired Schrader on January 1, 2013: | |||||
31-Mar-14 | ||||||
Pro forma net revenue | $ | 673,194 | ||||
Pro forma net income | $ | 52,323 | ||||
DeltaTech Controls [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: | |||||
Net working capital | $ | 12,974 | ||||
Property, plant and equipment | 8,421 | |||||
Other intangible assets | 111,277 | |||||
Goodwill | 99,254 | |||||
Other non-current 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 Life (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 Energy [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: | |||||
Acquisition Date Fair Value | Weighted-Average Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Completed technologies | $ | 28,810 | 12 | |||
Customer relationships | 11,670 | 7 | ||||
Tradename | 1,850 | 12 | ||||
$ | 42,330 | 11 | ||||
Wabash Technologies [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the 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 Life (years) | |||||
Acquired definite-lived intangible assets: | ||||||
Completed technologies | $ | 13,600 | 9 | |||
Customer relationships | 7,900 | 7 | ||||
$ | 21,500 | 8 | ||||
New_Accounting_Standards_Detai
New Accounting Standards (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Reclassification from Deferred Finance Costs, Noncurrent, Net | ($30,220,000) | ($29,102,000) |
New Accounting Pronouncement, Early Adoption, Effect [Member] | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Reclassification from Deferred Finance Costs, Noncurrent, Net | 30,200,000 | 29,100,000 |
Reclassification to Long-term Debt | $30,200,000 | $29,100,000 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory, Net [Abstract] | ||
Finished goods | $131,529 | $127,407 |
Work-in-process | 62,922 | 69,218 |
Raw materials | 152,348 | 159,739 |
Total | $346,799 | $356,364 |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Oct. 31, 2012 | Oct. 31, 2013 | Feb. 28, 2014 | |
Class of Stock [Line Items] | |||||
Treasury stock, shares, acquired (in shares) | 0 | 300,000 | |||
Treasury stock, value, acquired, cost method | $11,300,000 | ||||
Treasury stock acquired, average cost per share (in dollars per share) | $39.26 | ||||
Options, exercises in period satisfied with treasury shares (in shares) | 500,000 | 500,000 | |||
Treasury stock, loss from reissuances | 12,300,000 | ||||
October 2012 Share Repurchase Program [Member] | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount (in shares) | 250,000,000 | ||||
October 2013 (Reset) Share Repurchase Program [Member] | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount (in shares) | 250,000,000 | ||||
February 2014 (Reset) Share Repurchase Program [Member] | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount (in shares) | $250,000,000 |
Shareholders_Equity_AOCI_Roll_
Shareholders' Equity - AOCI Roll Forward (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2014 | ($11,748) | |
Other comprehensive income before reclassifications | 28,466 | |
Amounts reclassified from Accumulated other comprehensive income/(loss) | -7,351 | |
Other comprehensive income | 21,115 | 2,094 |
Balance as of March 31, 2015 | 9,367 | |
Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2014 | 17,578 | |
Other comprehensive income before reclassifications | 28,466 | |
Amounts reclassified from Accumulated other comprehensive income/(loss) | -6,962 | |
Other comprehensive income | 21,504 | |
Balance as of March 31, 2015 | 39,082 | |
Defined Benefit and Retiree Healthcare Plans [Member] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2014 | -29,326 | |
Other comprehensive income before reclassifications | 0 | |
Amounts reclassified from Accumulated other comprehensive income/(loss) | -389 | |
Other comprehensive income | -389 | |
Balance as of March 31, 2015 | ($29,715) |
Shareholders_Equity_AOCI_Recla
Shareholders' Equity - AOCI Reclassifications (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $34,880 | $23,512 | ||
Net revenue | -750,685 | -551,594 | ||
Cost of revenue | 506,633 | 357,199 | ||
Total before tax | -45,873 | -76,512 | ||
Provision for income taxes | 10,518 | 8,139 | ||
Net of tax | -35,355 | -68,373 | ||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total before tax | -9,282 | 2,167 | ||
Provision for income taxes | 2,320 | -542 | ||
Net of tax | -6,962 | 1,625 | ||
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | Interest rate caps [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | 0 | [1] | 325 | [1] |
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Derivative Instruments Designated and Qualifying as Cash Flow Hedges [Member] | Foreign currency forward contracts [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net revenue | -10,801 | [1] | 1,924 | [1] |
Cost of revenue | 1,519 | [1] | -82 | [1] |
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss [Member] | Defined Benefit and Retiree Healthcare Plans [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total before tax | -367 | [2] | -83 | [2] |
Provision for income taxes | -22 | 12 | ||
Net of tax | ($389) | ($71) | ||
[1] | See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive income/(loss). | |||
[2] | Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive income/(loss) affect the Cost of revenue, Research and development, and Selling, general and administrative ("SG&A") line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring_and_Special_Char2
Restructuring and Special Charges (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Restructuring Charges [Abstract] | ||
Restructuring and special charges | $720,000 | $865,000 |
Other, net | -1,064,000 | 3,000 |
Cost of revenue | -2,417,000 | |
Total | -344,000 | -1,549,000 |
JinCheon Facility [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Insurance recoveries | -2,400,000 | |
2011 Plan [Member] | ||
Restructuring Charges [Abstract] | ||
Restructuring and special charges | 0 | -130,000 |
Other, net | 0 | 3,000 |
Cost of revenue | 0 | |
Total | 0 | -127,000 |
Other [Member] | ||
Restructuring Charges [Abstract] | ||
Restructuring and special charges | 720,000 | 995,000 |
Other, net | -1,064,000 | 0 |
Cost of revenue | 0 | |
Total | -344,000 | 995,000 |
Other [Member] | Employee Severance [Member] | ||
Restructuring Charges [Abstract] | ||
Restructuring and special charges | 1,000,000 | |
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2014 | 19,914,000 | |
Charges | 720,000 | |
Payments | -3,307,000 | |
Impact of changes in foreign currency exchange rates | -1,064,000 | |
Balance at March 31, 2015 | 16,263,000 | |
Special Charges [Member] | ||
Restructuring Charges [Abstract] | ||
Restructuring and special charges | 0 | 0 |
Other, net | 0 | 0 |
Cost of revenue | -2,417,000 | |
Total | $0 | ($2,417,000) |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 26, 2015 | Mar. 25, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Less: discount | ($18,567,000) | ($6,312,000) | |||
Less: current portion | -165,143,000 | -142,905,000 | |||
Long-term debt, net of discount, less current portion | 2,560,799,000 | 2,650,744,000 | |||
Capital lease and other financing obligations | 52,042,000 | 48,187,000 | |||
Less: current portion | -4,888,000 | -3,074,000 | |||
Capital lease and other financing obligations, less current portion | 47,154,000 | 45,113,000 | |||
Loss on debt financing | 19,564,000 | 0 | |||
Accrued interest | 30,400,000 | 22,600,000 | |||
Original Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 393,120,000 | 469,308,000 | |||
Incremental Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 597,000,000 | 598,500,000 | |||
Debt Instrument, face amount | 600,000,000 | ||||
6.5% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 79,130,000 | 700,000,000 | 700,000,000 | ||
Debt Instrument, Repurchase Amount | 620,900,000 | ||||
Debt instrument, interest rate, stated percentage | 6.50% | ||||
Loss on debt financing | 19,600,000 | ||||
Payments for Fees | 12,400,000 | ||||
Debt Issuance Cost | 3,800,000 | ||||
4.875% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 500,000,000 | 500,000,000 | |||
Debt instrument, interest rate, stated percentage | 4.88% | ||||
5.625% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 400,000,000 | 400,000,000 | |||
Debt instrument, interest rate, stated percentage | 5.63% | ||||
5.0% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 700,000,000 | 0 | |||
Debt instrument, interest rate, stated percentage | 5.00% | 5.00% | |||
Debt Instrument, face amount | 700,000,000 | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||
Debt Instrument, Redemption Price, Upon Change In Control Event, Percentage | 101.00% | ||||
Debt Instrument, Objective Acceleration Clause, Percentage of Holders | 25.00% | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 75,000,000 | 130,000,000 | |||
Line of credit facility, maximum borrowing capacity, increase (decrease) | 100,000,000 | ||||
Line of credit facility, current borrowing capacity | 350,000,000 | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.38% | 0.50% | |||
Line of credit facility, remaining borrowing capacity | 268,700,000 | ||||
Letters of credit outstanding, amount | 6,300,000 | ||||
Letter of credit outstanding, borrowings, amount | 0 | ||||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario One [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Commitment Fee Percentage | 1.63% | 2.50% | |||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario One [Member] | Eurodollar [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | 2.50% | |||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario One [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | 1.50% | |||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Commitment Fee Percentage | 1.38% | 2.38% | |||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario Two [Member] | Eurodollar [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 2.38% | |||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario Two [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 1.38% | |||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Commitment Fee Percentage | 2.25% | ||||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario Three [Member] | Eurodollar [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
The Revolving Credit Facility, Net Leverage Ratio Achievement Scenario Three [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Other long-term debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $259,000 | $2,153,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $10,518,000 | $8,139,000 |
Decrease in valuation allowance | $8,300,000 |
Pension_and_Other_PostRetireme2
Pension and Other Post-Retirement Benefits (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | $809 | $627 |
Interest cost | 730 | 800 |
Expected return on plan assets | -891 | -830 |
Amortization of net loss | -24 | 250 |
Amortization of prior service credit | -343 | -333 |
Net periodic benefit cost | 281 | 514 |
U.S. Plans, Defined Benefit [Member] | ||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | 0 | 0 |
Interest cost | 387 | 450 |
Expected return on plan assets | -664 | -611 |
Amortization of net loss | 108 | 76 |
Amortization of prior service credit | 0 | 0 |
Net periodic benefit cost | -169 | -85 |
U.S. Plans, Retiree Healthcare [Member] | ||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | 28 | 33 |
Interest cost | 69 | 87 |
Expected return on plan assets | 0 | 0 |
Amortization of net loss | 96 | 129 |
Amortization of prior service credit | -334 | -333 |
Net periodic benefit cost | -141 | -84 |
Non-U.S. Plans [Member] | ||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | 781 | 594 |
Interest cost | 274 | 263 |
Expected return on plan assets | -227 | -219 |
Amortization of net loss | -228 | 45 |
Amortization of prior service credit | -9 | 0 |
Net periodic benefit cost | $591 | $683 |
ShareBased_Payment_Plans_Detai
Share-Based Payment Plans (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $3,187 | $2,585 |
Options, exercises in period satisfied with treasury shares | 473 | |
Stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 1,674 | 1,622 |
Restricted securities [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $1,513 | $963 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 3 Months Ended | 132 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||
Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2009 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | Mar. 26, 2015 | Jan. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | 2-May-13 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 04, 2014 | Mar. 31, 2015 | Dec. 04, 2014 | Mar. 26, 2015 | |
USD ($) | 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] | Automotive Customer [Member] | Automotive Customer [Member] | U.S. Automaker [Member] | U.S. Automaker [Member] | Korean Supplier [Member] | Brazil State Tax [Member] | Bridgestone [Member] | Bridgestone [Member] | Hassett Class Action Lawsuit [Member] | Aterro Mantovani Disposal Site [Member] | Aterro Mantovani Disposal Site [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [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] | USD ($) | Texas Instruments [Member] | SGL Italia [Member] | USD ($) | SGL Italia [Member] | U.S. Automaker [Member] | |||
USD ($) | vehicle | Plaintiffs Alleging Property Damage [Member] | EUR (€) | USD ($) | USD ($) | USD ($) | vehicle | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | company | lawsuit | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | |||||
lawsuit | USD ($) | |||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Standard product warranty, term | 12 months | 18 months | ||||||||||||||||||||
Standard product warranty, after customer resale, term | 12 months | |||||||||||||||||||||
Accrual for environmental loss contingencies, number of companies notified (companies) | 50 | |||||||||||||||||||||
Loss contingency, pending claims, number | 7 | 5 | ||||||||||||||||||||
Accrual for environmental loss contingencies | $0 | |||||||||||||||||||||
Loss contingencies, number of vehicles in recall (vehicles, in ones) | 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 | |||||||||||||||||
Loss contingency, deductible per acquisition agreement | 30,000,000 | |||||||||||||||||||||
Loss contingency, reimbursement amount per acquisition agreement before deductible | 300,000,000 | |||||||||||||||||||||
Loss contingency, court-ordered damages, percent of claim | 30.00% | 40.00% | ||||||||||||||||||||
Loss Contingency, Damages Supported, Value | 5,000,000 | |||||||||||||||||||||
Loss contingency accrual, at carrying value | 300,000 | 1,100,000 | 0 | 0 | 0 | 0 | ||||||||||||||||
Loss contingency accrual, payments | 700,000 | |||||||||||||||||||||
Loss Contingency, Number of Vehicles To Be Repaired (Up To) | 150,000 | |||||||||||||||||||||
Loss Contingency, Term | 10 years | |||||||||||||||||||||
Loss Contingency, Future Costs To Be Reimbursed, Percentage | 50.00% | |||||||||||||||||||||
Loss Contingency, Future Costs To Be Reimbursed, Amount | 4,000,000 | |||||||||||||||||||||
Foreign corrupt policies act, accrual for potential penalties and sanctions | $0 |
Fair_Value_Measures_Details
Fair Value Measures (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets | ||
Total assets | $0 | $0 |
Liabilities | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Foreign currency forward contract [Member] | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commodity forward contracts [Member] | ||
Assets | ||
Commodity forward contracts | 0 | 0 |
Liabilities | ||
Commodity forward contracts | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets | ||
Total assets | 67,993 | 31,899 |
Liabilities | ||
Total liabilities | 25,727 | 21,631 |
Significant Other Observable Inputs (Level 2) [Member] | Foreign currency forward contract [Member] | ||
Assets | ||
Foreign currency forward contracts | 67,582 | 31,785 |
Liabilities | ||
Foreign currency forward contracts | 14,900 | 9,656 |
Significant Other Observable Inputs (Level 2) [Member] | Commodity forward contracts [Member] | ||
Assets | ||
Commodity forward contracts | 411 | 114 |
Liabilities | ||
Commodity forward contracts | 10,827 | 11,975 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Foreign currency forward contract [Member] | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Commodity forward contracts [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 $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 26, 2015 | ||
In Thousands, unless otherwise specified | |||||
Original Term Loan [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $0 | $0 | |||
Original Term Loan [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 393,613 | 466,966 | |||
Original Term Loan [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
Original Term Loan [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 393,120 | [1] | 469,308 | [1] | |
Incremental Term Loan [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
Incremental Term Loan [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 600,760 | 595,534 | |||
Incremental Term Loan [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
Incremental Term Loan [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 597,000 | [1] | 598,500 | [1] | |
6.5% Senior Notes [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 6.50% | ||||
6.5% Senior Notes [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
6.5% Senior Notes [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 81,891 | 730,660 | |||
6.5% Senior Notes [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
6.5% Senior Notes [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 79,130 | [1] | 700,000 | [1] | |
4.875% Senior Notes [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 4.88% | ||||
4.875% Senior Notes [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
4.875% Senior Notes [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 514,375 | 495,650 | |||
4.875% Senior Notes [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
4.875% Senior Notes [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 500,000 | [1] | 500,000 | [1] | |
5.625% Senior Notes [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 5.63% | ||||
5.625% Senior Notes [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
5.625% Senior Notes [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 427,000 | 415,000 | |||
5.625% Senior Notes [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
5.625% Senior Notes [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 400,000 | [1] | 400,000 | [1] | |
5.0% Senior Notes [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 5.00% | 5.00% | |||
5.0% Senior Notes [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
5.0% Senior Notes [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 707,000 | 0 | |||
5.0% Senior Notes [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
5.0% Senior Notes [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 700,000 | [1] | 0 | [1] | |
Revolving Credit Facility [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
Revolving Credit Facility [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 70,720 | 128,250 | |||
Revolving Credit Facility [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
Revolving Credit Facility [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 75,000 | [1] | 130,000 | [1] | |
Other long-term debt [Member] | Fair Value, Level 1 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
Other long-term debt [Member] | Fair Value, Level 2 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 259 | 2,153 | |||
Other long-term debt [Member] | Fair Value, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | |||
Other long-term debt [Member] | Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | $259 | [1] | $2,153 | [1] | |
[1] | The carrying value is presented excluding discount. |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Details) | 3 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | |
USD ($) | USD ($) | USD ($) | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Foreign currency forward contract [Member] | Silver [Member] | Gold [Member] | Nickel [Member] | Aluminum [Member] | Copper [Member] | Platinum [Member] | Palladium [Member] | Zinc [Member] | |
Various Maturities From May, 2015 To February, 2017 [Member] | Various Maturities From May, 2015 To February, 2017 [Member] | Various Maturities From May, 2015 To February, 2017 [Member] | Various Maturities From May, 2015 To February, 2017 [Member] | Various Maturities From May, 2015 To February, 2017 [Member] | Various Maturities From May, 2015 To February, 2017 [Member] | Various Maturities From May, 2015 To February, 2017 [Member] | Various Maturities From May, 2015 To February, 2017 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Maturing April 30, 2015 [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | ||||
Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | ozt | ozt | lb | lb | lb | ozt | ozt | lb | ||||
Euro to US Dollar Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | Pound Sterling 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] | Euro to US Dollar Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Korean Won Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Malaysian Ringgit Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | US Dollar to Mexican Peso Exchange Rate [Member] | Pound Sterling To US Dollar Exchange Rate [Member] | ||||||||||||
EUR (€) | USD ($) | KRW | USD ($) | MYR | USD ($) | MXN | GBP (£) | USD ($) | CNY | USD ($) | JPY (¥) | EUR (€) | USD ($) | KRW | USD ($) | MYR | USD ($) | MXN | GBP (£) | ||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||||||||||
Collateral already posted, aggregate fair value | $0 | $0 | |||||||||||||||||||||||||||||
Hedges of Interest Rate Risk | |||||||||||||||||||||||||||||||
Gain (loss) on cash flow hedge ineffectiveness, net | 0 | ||||||||||||||||||||||||||||||
Amounts excluded from cash flow ineffectiveness assessment | 0 | ||||||||||||||||||||||||||||||
Hedges of Foreign Currency Risk | |||||||||||||||||||||||||||||||
Amounts excluded from foreign currency cash flow ineffectiveness assessment | 0 | 0 | |||||||||||||||||||||||||||||
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | -45,000,000 | ||||||||||||||||||||||||||||||
Notional amount of derivatives | 338,000,000 | 49,000,000,000 | 95,600,000 | 1,492,200,000 | 60,100,000 | 70,000,000 | 634,000,000 | 69,700,000 | 33,600,000,000 | 35,100,000 | 109,700,000 | 8,700,000 | |||||||||||||||||||
Derivative, weighted average foreign currency option strike price | 1.26 | 1,073.20 | 3.49 | 14.55 | 1.55 | 6.16 | 119.03 | 1.16 | 1,104.17 | 3.61 | 14.09 | 1.51 | |||||||||||||||||||
Hedges of Commodity Risk | |||||||||||||||||||||||||||||||
Notional amount of price risk cash flow hedge derivatives | 2,124,092 | 14,826 | 625,518 | 5,942,053 | 9,987,955 | 8,113 | 1,337 | 1,455,007 | |||||||||||||||||||||||
Weighted-average strike price per unit | 18.52 | 1,280.01 | 7.16 | 0.9 | 3 | 1,340.31 | 775.56 | 1.04 | |||||||||||||||||||||||
Derivative, net liability position, aggregate fair value | $26,400,000 |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Fair Value (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Derivatives designated as hedging instruments under ASC 815 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $61,524 | $29,260 |
Liability Derivatives, Fair Value | 13,678 | 8,542 |
Derivatives not designated as hedging instruments under ASC 815 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 6,469 | 2,639 |
Liability Derivatives, Fair Value | 12,049 | 13,089 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 49,825 | 24,097 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Other assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 11,699 | 5,163 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Accrued expenses and other current liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 10,791 | 6,332 |
Foreign currency forward contract [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | Other long term liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 2,887 | 2,210 |
Foreign currency forward contract [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 6,058 | 2,525 |
Foreign currency forward contract [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | Accrued expenses and other current liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 1,222 | 1,114 |
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 | 137 | 107 |
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 | 274 | 7 |
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 | 9,706 | 10,591 |
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 | $1,121 | $1,384 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Foreign currency forward contract [Member] | Other, net [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss)/Gain Recognized in Income on Derivatives | $4,708 | ($186) |
Foreign currency forward contract [Member] | Net revenue [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Income | -1,924 | |
Foreign currency forward contract [Member] | Cost of Sales [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Income | 10,801 | 82 |
Interest rate caps [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income | 0 | 0 |
Interest rate caps [Member] | Interest expense [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Income | 0 | -325 |
Commodity forward contracts [Member] | Other, net [Member] | Derivatives not designated as hedging instruments under ASC 815 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss)/Gain Recognized in Income on Derivatives | -1,406 | 1,304 |
Foreign currency forward contracts that hedge Net revenue [Member] | Derivatives designated as hedging instruments under ASC 815 [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income | 45,017 | -285 |
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 Deferred Gain/(Loss) Recognized in Other Comprehensive Income | ($7,061) | $1,004 |
Other_Net_Details
Other, Net (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Other Income and Expenses [Abstract] | ||
Currency remeasurement loss on net monetary assets | ($5,668) | ($556) |
(Loss)/gain on commodity forward contracts | -1,406 | 1,304 |
Gain/(loss) on foreign currency forward contracts | 4,708 | -186 |
Loss on debt financing | -19,564 | 0 |
Other | 173 | -24 |
Total Other, net | ($21,757) | $538 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
segment | ||
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | 2 | |
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | $750,685 | $551,594 |
Segment operating income | 193,090 | 157,367 |
Corporate and other | -44,170 | -25,308 |
Amortization of intangible assets | -45,809 | -32,016 |
Restructuring and special charges | -720 | -865 |
Profit from operations | 102,391 | 99,178 |
Interest expense | -34,880 | -23,512 |
Interest income | 119 | 308 |
Other, net | -21,757 | 538 |
Income before taxes | 45,873 | 76,512 |
Performance Sensing [Member] | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 591,252 | 394,626 |
Segment operating income | 143,872 | 109,344 |
Sensing Solutions [Member] | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 159,433 | 156,968 |
Segment operating income | $49,218 | $48,023 |
Net_Income_per_Share_Details
Net Income per Share (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Basic weighted-average ordinary shares outstanding | 169,487 | 172,085 |
Dilutive effect of stock options (in shares) | 1,567 | 1,904 |
Dilutive effect of unvested restricted securities (in shares) | 208 | 162 |
Diluted weighted-average ordinary shares outstanding | 171,262 | 174,151 |
Net_Income_per_Share_Antidilut
Net Income per Share - Anti-dilutive Shares (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
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 (in shares) | 622 | 805 |
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 (in shares) | 297 | 237 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Oct. 14, 2014 | Mar. 31, 2014 | Aug. 04, 2014 | 29-May-14 | Jan. 02, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $2,426,221,000 | $2,424,795,000 | |||||
Schrader [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition price | 1,004,700,000 | ||||||
Accounts receivable | 96,675,000 | ||||||
Inventories | 72,118,000 | ||||||
Prepaid expenses and other current assets | 17,320,000 | ||||||
Property, plant and equipment | 149,475,000 | ||||||
Other intangible assets | 362,694,000 | ||||||
Goodwill | 539,444,000 | ||||||
Other non-current assets | 5,489,000 | ||||||
Accounts payable | -66,461,000 | ||||||
Accrued expenses and other current liabilities | -70,056,000 | ||||||
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 | ||||||
Goodwill expected tax deductible amount | 0 | ||||||
Weighted-Average Life (years) | 10 years | ||||||
Pro forma net revenue | 673,194,000 | ||||||
Pro forma net income | 52,323,000 | ||||||
Schrader [Member] | Completed technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 100,000,000 | ||||||
Weighted-Average Life (years) | 10 years | ||||||
Schrader [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 260,000,000 | ||||||
Weighted-Average Life (years) | 10 years | ||||||
Schrader [Member] | Computer software [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 2,694,000 | ||||||
Weighted-Average Life (years) | 3 years | ||||||
DeltaTech Controls [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition price | 177,800,000 | ||||||
Net working capital | 12,974,000 | ||||||
Property, plant and equipment | 8,421,000 | ||||||
Other intangible assets | 111,277,000 | ||||||
Goodwill | 99,254,000 | ||||||
Other non-current 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 | ||||||
Goodwill expected tax deductible amount | 0 | ||||||
Weighted-Average Life (years) | 8 years | ||||||
DeltaTech Controls [Member] | Completed technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 26,139,000 | ||||||
Weighted-Average Life (years) | 10 years | ||||||
DeltaTech Controls [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 82,420,000 | ||||||
Weighted-Average Life (years) | 8 years | ||||||
DeltaTech Controls [Member] | Tradenames [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 1,820,000 | ||||||
Weighted-Average Life (years) | 5 years | ||||||
DeltaTech Controls [Member] | Computer software [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 898,000 | ||||||
Weighted-Average Life (years) | 7 years | ||||||
Magnum Energy [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition price | 60,600,000 | ||||||
Other intangible assets | 42,330,000 | ||||||
Goodwill | 12,800,000 | ||||||
Goodwill expected tax deductible amount | 12,800,000 | ||||||
Weighted-Average Life (years) | 11 years | ||||||
Magnum Energy [Member] | Completed technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 28,810,000 | ||||||
Weighted-Average Life (years) | 12 years | ||||||
Magnum Energy [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 11,670,000 | ||||||
Weighted-Average Life (years) | 7 years | ||||||
Magnum Energy [Member] | Tradenames [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 1,850,000 | ||||||
Weighted-Average Life (years) | 12 years | ||||||
Wabash Technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition price | 59,600,000 | ||||||
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 | ||||||
Goodwill expected tax deductible amount | 0 | ||||||
Weighted-Average Life (years) | 8 years | ||||||
Wabash Technologies [Member] | Completed technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | 13,600,000 | ||||||
Weighted-Average Life (years) | 9 years | ||||||
Wabash Technologies [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Other intangible assets | $7,900,000 | ||||||
Weighted-Average Life (years) | 7 years |