Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 15, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Sensata Technologies Holding N.V. | |
Entity Central Index Key | 1,477,294 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 170,547,871 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 347,987 | $ 342,263 |
Accounts receivable, net of allowances of $9,332 and $9,535 as of March 31, 2016 and December 31, 2015, respectively | 525,684 | 467,567 |
Inventories | 344,251 | 358,701 |
Prepaid expenses and other current assets | 113,314 | 109,392 |
Total current assets | 1,331,236 | 1,277,923 |
Property, plant and equipment, net | 699,298 | 694,155 |
Goodwill | 3,014,927 | 3,019,743 |
Other intangible assets, net of accumulated amortization of $1,463,378 and $1,412,931 as of March 31, 2016 and December 31, 2015, respectively | 1,217,720 | 1,262,572 |
Deferred income tax assets | 31,840 | 26,417 |
Other assets | 66,254 | 18,100 |
Total assets | 6,361,275 | 6,298,910 |
Current liabilities: | ||
Current portion of long-term debt, capital lease and other financing obligations | 263,898 | 300,439 |
Accounts payable | 323,214 | 290,779 |
Income taxes payable | 18,279 | 21,968 |
Accrued expenses and other current liabilities | 271,498 | 251,989 |
Total current liabilities | 876,889 | 865,175 |
Deferred income tax liabilities | 395,935 | 390,490 |
Pension and post-retirement benefit obligations | 35,414 | 34,314 |
Capital lease and other financing obligations, less current portion | 35,282 | 36,219 |
Long-term debt, net of discount and deferred financing costs, less current portion | 3,263,693 | 3,264,333 |
Other long-term liabilities | 37,773 | 39,803 |
Total liabilities | $ 4,644,986 | $ 4,630,334 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued as of March 31, 2016 and December 31, 2015 | $ 2,289 | $ 2,289 |
Treasury shares, at cost, 8,024 and 8,038 shares as of March 31, 2016 and December 31, 2015, respectively | (324,433) | (324,994) |
Additional paid-in capital | 1,629,540 | 1,626,024 |
Retained earnings | 451,378 | 391,247 |
Accumulated other comprehensive loss | (42,485) | (25,990) |
Total shareholders’ equity | 1,716,289 | 1,668,576 |
Total liabilities and shareholders’ equity | $ 6,361,275 | $ 6,298,910 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Mar. 31, 2016€ / shares | Mar. 31, 2016USD ($)shares | Dec. 31, 2015€ / shares | Dec. 31, 2015USD ($)shares |
Current assets: | ||||
Accounts receivable, allowances | $ | $ 9,332 | $ 9,535 | ||
Other intangibles, accumulated amortization | $ | $ 1,463,378 | $ 1,412,931 | ||
Shareholders’ equity: | ||||
Ordinary shares, nominal value per share (in euros per share) | € / shares | € 0.01 | € 0.01 | ||
Ordinary shares, shares authorized | 400,000,000 | 400,000,000 | ||
Ordinary shares, shares issued | 178,437,000 | 178,437,000 | ||
Treasury stock, shares | 8,024,000 | 8,038,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenue | $ 796,549 | $ 750,685 |
Operating costs and expenses: | ||
Cost of revenue | 528,378 | 506,633 |
Research and development | 31,351 | 30,736 |
Selling, general and administrative | 71,931 | 64,396 |
Amortization of intangible assets | 50,447 | 45,809 |
Restructuring and special charges | 855 | 720 |
Total operating costs and expenses | 682,962 | 648,294 |
Profit from operations | 113,587 | 102,391 |
Interest expense, net | (42,268) | (34,761) |
Other, net | 5,488 | (21,757) |
Income before taxes | 76,807 | 45,873 |
Provision for income taxes | 16,195 | 10,518 |
Net income | $ 60,612 | $ 35,355 |
Basic net income per share: (in dollars per share) | $ 0.36 | $ 0.21 |
Diluted net income per share: (in dollars per share) | $ 0.35 | $ 0.21 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Net income | $ 60,612 | $ 35,355 |
Other comprehensive (loss)/income, net of tax: | ||
Deferred (loss)/gain on derivative instruments, net of reclassifications | (16,703) | 21,504 |
Defined benefit and retiree healthcare plans | 208 | (389) |
Other comprehensive (loss)/income | (16,495) | 21,115 |
Comprehensive income | $ 44,117 | $ 56,470 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 60,612 | $ 35,355 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 25,999 | 21,842 |
Amortization of deferred financing costs and original issue discounts | 1,844 | 1,653 |
Currency remeasurement loss/(gain) on debt | 128 | (570) |
Share-based compensation | 3,516 | 3,187 |
Loss on debt financing | 0 | 19,564 |
Amortization of inventory step-up to fair value | 2,319 | 0 |
Amortization of intangible assets | 50,447 | 45,809 |
Deferred income taxes | 5,547 | 1,357 |
Unrealized (gain)/loss on hedges and other non-cash items | (3,974) | 879 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable, net | (58,234) | (43,430) |
Inventories | 10,106 | 9,530 |
Prepaid expenses and other current assets | 2,351 | 4,697 |
Accounts payable and accrued expenses | 41,939 | 18,541 |
Income taxes payable | (3,689) | (193) |
Other | (2,709) | (15,111) |
Net cash provided by operating activities | 136,202 | 103,110 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment and capitalized software | (34,235) | (37,878) |
Investment in equity securities | (50,000) | 0 |
Net cash used in investing activities | (87,595) | (34,955) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and issuance of ordinary shares | 128 | 4,902 |
Proceeds from issuance of debt | 0 | 700,000 |
Payments on debt | (40,308) | (768,568) |
Payments to repurchase ordinary shares | (2,494) | 0 |
Payments of debt issuance costs | (209) | (20,237) |
Net cash used in financing activities | (42,883) | (83,903) |
Net change in cash and cash equivalents | 5,724 | (15,748) |
Cash and cash equivalents, beginning of period | 342,263 | 211,329 |
Cash and cash equivalents, end of period | 347,987 | 195,581 |
CST | ||
Cash flows from investing activities: | ||
Acquisitions, net of cash received | (3,360) | 0 |
Schrader | ||
Cash flows from investing activities: | ||
Acquisitions, net of cash received | 0 | (958) |
Other Acquisition | ||
Cash flows from investing activities: | ||
Acquisitions, net of cash received | $ 0 | $ 3,881 |
Business Description and Basis
Business Description and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation Description of Business The accompanying 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 primarily 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 primarily in China, Malaysia, Mexico, the Dominican Republic, Bulgaria, Poland, France, Germany, the U.K., and the U.S. We organize our operations into two businesses, Performance Sensing and Sensing Solutions. Our Performance Sensing business is a manufacturer of pressure, temperature, speed, and position 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, medical device, and residential markets, and sensor products used in aerospace and industrial applications such as heating, ventilation, and air conditioning ("HVAC") systems and military and commercial aircraft. These products include motor and compressor protectors, circuit breakers, semiconductor burn-in test sockets, electronic HVAC sensors and controls, solid state relays, linear and rotary position sensors, 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, 2016 are not necessarily indicative of the results to be expected for the full year, nor were those of the comparable period in 2015 necessarily representative of those actually experienced for the full year 2015 . 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, 2015 . 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, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards Adopted in the current period: In April 2015, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("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 annual reporting periods beginning after December 15, 2015, including interim periods within those annual reporting periods. We adopted ASU 2015-03 on January 1, 2016, and as a result, as of March 31, 2016 and December 31, 2015 , $37.1 million and $38.3 million , respectively, of deferred financing costs were classified as a reduction of long-term debt on our condensed consolidated balance sheets. The adoption of ASU 2015-03 did not have any impact on our statements of operations. Refer to Note 6, "Debt," for a reconciliation of the various components of long-term debt to the condensed consolidated balance sheets. To be adopted in a future period: In May 2014, the FASB issued 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 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 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter 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 entity, and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual reporting periods. We will adopt ASU 2014-09 on January 1, 2018, 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which establishes new accounting and disclosure requirements for leases. ASU 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. ASU 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available. We are currently evaluating when to adopt ASU 2016-02 and the impact that this adoption will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") as part of its simplification initiative. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions. The provisions of ASU 2016-09 that will impact Sensata are as follows: (1) an accounting policy election may be made to account for forfeitures as they occur, rather than based on an estimate of future forfeitures, and (2) companies will be allowed to withhold shares, upon either the exercise of options or vesting of restricted securities, with an aggregate fair value in excess of the minimum statutory withholding requirement and still qualify for the exception to liability classification. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods, with early adoption permitted. Amendments related to the provisions that are applicable to Sensata must be applied using a modified retrospective approach by means of a cumulative-effect adjustment to equity as of the beginning of the period in which ASU 2016-09 is adopted. We are currently evaluating when to adopt ASU 2016-09 and the impact that this adoption will have on our consolidated financial statements. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories as of March 31, 2016 and December 31, 2015 were as follows: March 31, December 31, Finished goods $ 136,800 $ 154,827 Work-in-process 67,564 62,084 Raw materials 139,887 141,790 Total $ 344,251 $ 358,701 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Treasury Shares We have a $250.0 million share repurchase program in place. 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. On February 1, 2016, our Board of Directors amended the program to reset the amount available for repurchase to $250.0 million . At March 31, 2016 , $250.0 million remained available for share repurchase under this program. We did no t repurchase any ordinary shares under this program during the three months ended March 31, 2016 or March 31, 2015 . 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 the three months ended March 31, 2016 , we reissued an immaterial number of treasury shares and during the three months ended March 31, 2015 , we reissued 0.5 million treasury shares. During the three months ended March 31, 2016 , in connection with our treasury share reissuances, we recognized a loss of $0.5 million that was recorded in Retained earnings. Accumulated Other Comprehensive Loss The following is a roll forward of the components of Accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2016 : Deferred (Loss)/Gain on Derivative Instruments, Net of Reclassifications Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2015 $ 3,852 $ (29,842 ) $ (25,990 ) Other comprehensive loss before reclassifications (13,828 ) — (13,828 ) Amounts reclassified from accumulated other comprehensive loss (2,875 ) 208 (2,667 ) Net current period other comprehensive loss (16,703 ) 208 (16,495 ) Balance as of March 31, 2016 $ (12,851 ) $ (29,634 ) $ (42,485 ) The details of the amounts reclassified from Accumulated other comprehensive loss for the three months ended March 31, 2016 and March 31, 2015 are as follows: Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss Affected Line in Condensed Consolidated Statements of Operations For the three months ended Component March 31, 2016 March 31, 2015 Derivative instruments designated and qualifying as cash flow hedges Foreign currency forward contracts $ (8,466 ) $ (10,801 ) Net revenue (1) Foreign currency forward contracts 4,633 1,519 Cost of revenue (1) (3,833 ) (9,282 ) Income before taxes 958 2,320 Provision for income taxes $ (2,875 ) $ (6,962 ) Net income Defined benefit and retiree healthcare plans $ 259 $ (367 ) Various (2) (51 ) (22 ) Provision for income taxes $ 208 $ (389 ) Net income (1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. (2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, Selling, general and administrative ("SG&A"), and Restructuring and special charges 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 Charg
Restructuring and Special Charges | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Special Charges | Restructuring and Special Charges The following table presents costs/(gains) recorded within the condensed consolidated statements of operations associated with our restructuring actions, and where these amounts were recognized, for the three months ended March 31, 2016 and March 31, 2015 : For the three months ended March 31, 2016 2015 Restructuring and special charges $ 855 $ 720 Other, net 261 (1,064 ) Total $ 1,116 $ (344 ) Amounts presented in the table above that were recorded to Other, net represent losses/(gains) associated with the remeasurement of our restructuring liabilities. The restructuring and special charges of $0.9 million recognized during the three months ended March 31, 2016 consisted primarily of severance recorded in connection with the termination of a limited number of employees. The restructuring and special charges of $0.7 million recognized during the three months ended March 31, 2015 consisted primarily of severance recorded in connection with acquired businesses. The following table outlines the changes to the restructuring liability associated with the severance portion of our restructuring actions during the three months ended March 31, 2016 : Severance Balance at December 31, 2015 $ 23,986 Charges 855 Payments (1,211 ) Impact of changes in foreign currency exchange rates 261 Balance at March 31, 2016 $ 23,891 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our long-term debt and capital lease and other financing obligations as of March 31, 2016 and December 31, 2015 consisted of the following: Maturity Date March 31, 2016 December 31, 2015 Term Loan October 14, 2021 $ 980,220 $ 982,695 4.875% Senior Notes October 15, 2023 500,000 500,000 5.625% Senior Notes November 1, 2024 400,000 400,000 5.0% Senior Notes October 1, 2025 700,000 700,000 6.25% Senior Notes February 15, 2026 750,000 750,000 Revolving Credit Facility March 26, 2020 250,000 280,000 Less: discount (19,500 ) (20,116 ) Less: deferred financing costs (37,126 ) (38,345 ) Less: current portion (259,901 ) (289,901 ) Long-term debt, net of discount and deferred financing costs, less current portion $ 3,263,693 $ 3,264,333 Capital lease and other financing obligations $ 39,279 $ 46,757 Less: current portion (3,997 ) (10,538 ) Capital lease and other financing obligations, less current portion $ 35,282 $ 36,219 As of March 31, 2016 , there was $164.5 million of availability under our $420.0 million revolving credit facility (the "Revolving Credit Facility"), net of $5.5 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of March 31, 2016 , no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2016 . Accounting for Debt Transactions In the first quarter of 2015, we completed a series of transactions, including the settlement of $620.9 million of the 6.5% Senior Notes that was validly tendered in connection with a cash tender offer that commenced on March 19, 2015, the issuance and sale of the 5.0% Senior Notes, and the entry into the fifth amendment of our credit agreement dated as of May 12, 2011. In accounting for these transactions, we applied the provisions of ASC Subtopic 470-50, Modifications and Extinguishments . During the three months ended March 31, 2015, we recorded a loss of $19.6 million in Other, net related to these transactions, which was primarily composed of fees paid to creditors of $12.4 million and transaction costs incurred with third parties of $3.8 million , with the remainder primarily related to the write-off of unamortized deferred financing costs. 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, 2016 and December 31, 2015 , accrued interest totaled $48.2 million and $26.1 million , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded a Provision for income taxes for the three months ended March 31, 2016 and March 31, 2015 of $16.2 million and $10.5 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. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits We provide various pension 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, 2016 and March 31, 2015 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 Service cost $ — $ — $ 25 $ 28 $ 643 $ 781 $ 668 $ 809 Interest cost 420 387 94 69 291 274 805 730 Expected return on plan assets (680 ) (664 ) — — (226 ) (227 ) (906 ) (891 ) Amortization of net loss 118 108 48 96 31 (228 ) 197 (24 ) Amortization of prior service credit — — (333 ) (334 ) (10 ) (9 ) (343 ) (343 ) Loss on settlement 405 — — — — — 405 — Net periodic benefit cost $ 263 $ (169 ) $ (166 ) $ (141 ) $ 729 $ 591 $ 826 $ 281 |
Share-Based Payment Plans
Share-Based Payment Plans | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 March 31, 2015 Stock options $ 1,699 $ 1,674 Restricted securities 1,817 1,513 Total share-based compensation expense $ 3,516 $ 3,187 Share-Based Compensation Awards We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the three months ended March 31, 2016 : Awards Granted to Number of Options Granted Weighted- Average Grant Date Fair Value Vesting Period Various executives and employees 257 $11.66 Three-year cliff (1) (1) These options will vest on January 21, 2019, depending on the satisfaction of certain performance criteria. We granted 28 restricted securities, with a weighted-average grant date fair value of $35.75 , under the 2010 Equity Plan during the three months ended March 31, 2016 . On April 25, 2016, our Board of Directors approved retroactive amendments to our restricted security award agreements (for both performance-based awards and awards that vest based only upon the passage of time) to allow for accelerated vesting upon termination without cause within 24 months after a change in control, as defined in the 2010 Equity Plan. These changes were made in order to provide consistency across our equity awards, to better align management and shareholder interests, and to incorporate equity compensation best practices. There was no change to the terms of our option awards, as Section 4.3(b) of the 2010 Equity Plan specifically provides for accelerated vesting of options upon termination without cause within 24 months after a change in control. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Collaborative Arrangements On March 4, 2016, we entered into a strategic partnership agreement (the "SPA") with Quanergy Systems, Inc. ("Quanergy") to jointly develop, manufacture, and sell solid state Light Detection and Ranging ("LiDAR") sensors. Under the terms of the SPA, we will be exclusive partners with Quanergy for component level solid state LiDAR sensors in the transportation market. We are accounting for the SPA under the provisions of ASC Topic 808, Collaborative Arrangements , under which the accounting for certain transactions is determined using principal versus agent considerations. Using the guidance in ASC Subtopic 605-45, Principal Agent Considerations , we have determined that we are the principal with respect to the SPA. During the three months ended March 31, 2016, there were no amounts recorded to earnings related to the SPA. Off-Balance Sheet Commitments From time to time, we execute contracts that require us to indemnify the other parties to the contracts. These indemnification obligations generally arise in two contexts. First, in connection with certain transactions, such as the sale of a business or the issuance of debt or equity securities, the agreement typically contains standard provisions requiring us to indemnify the purchaser against breaches by us of representations and warranties contained in the agreement. These indemnities are generally subject to time and liability limitations. Second, we enter into agreements in the ordinary course of business, such as customer contracts, which might contain indemnification provisions relating to product quality, intellectual property infringement, governmental regulations and employment related matters, and other typical indemnities. In certain cases, indemnification obligations arise by law. Performance under any of these indemnification obligations would generally be triggered by a breach of the terms of the contract or by a third-party claim. Historically, we have experienced only immaterial and irregular losses associated with these indemnifications. Consequently, any future liabilities brought about by these indemnifications cannot reasonably be estimated or accrued. Specific material indemnifications are described in more detail below. 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 carve-out and acquisition of the Sensors & Controls business from Texas Instruments (the "2006 Acquisition"), we entered into customary indemnification agreements with entities associated with Bain Capital Partners, LLC and co-investors (collectively referred to as the “Sponsors”), pursuant to which we agreed to indemnify them, either during or after the term of the agreements, against certain liabilities arising out of performance of a consulting agreement between us and each of the Sponsors, and certain other claims and liabilities, including liabilities arising out of financing arrangements and securities offerings. There is no limit to the maximum future payments, if any, under these indemnifications. Officers and Directors: In connection with our 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 immaterial and irregular 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, a subsidiary of Texas Instruments ("TI") in Brazil ("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 Sensores e Controles do Brasil Ltda. ("ST Brazil"), is the successor in interest to TI Brazil. However, in accordance with the terms of the acquisition agreement entered into in connection with the 2006 Acquisition, 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, 2016 . 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 ("DEP") 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. In 2013, the Maine DEP required CDI to commence an ecological risk assessment on sediments in an unnamed stream crossing the sold and retained land. In the first quarter of 2016, after reviewing the completed study, the Maine DEP agreed that no further action is required with regard to the stream sediments. 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 be material to our financial statements. Pending Litigation and Claims 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 located 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. On October 14, 2014, Yukwang filed an appeal of that decision to the Seoul High Court (an intermediate appellate court). The Seoul High Court decided in our favor on February 29, 2016, and Yukwang did not attempt to appeal this decision to the Korean Supreme Court, so this decision is now final. On April 24, 2015, the KIPT issued a decision in our favor, finding the patent to be invalid. On January 22, 2016, the Korean Patent Court affirmed the invalidity decision. On February 12, 2016, Yukwang filed an appeal to the Korean Supreme Court. This matter remains on appeal, and we continue to vigorously defend ourselves in this action. 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 (the "Subcontracting Act"). We have responded to information requests from the KFTC. A hearing was held by the KFTC on October 2, 2015, and we held several meetings and responded to a subpoena for documents in early 2016. On March 15, 2016, the KFTC issued a decision that found us "not guilty" of several allegations involving alleged violations of the Fair Trade Act but found us "guilty" of imposing unfair trade terms and conditions. The agency has issued a "strict warning" to compel future compliance but will not issue a fine. On April 7, 2016, the KFTC issued a decision that found us “not guilty” of alleged violations of the Subcontracting Act. We do not believe that a loss is probable, and as of March 31, 2016 , we have no t recorded an accrual related to 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 $26.0 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, 2016 , we have no t recorded an accrual related to this matter. 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) . The lawsuit alleged that faulty valve stems were used in Schrader tire pressure monitoring sensors installed on Chrysler vehicles in model years 2007 through 2014. It alleged breach of warranty, unjust enrichment, and violations of the Michigan Consumer Protection Act and the federal Magnuson-Moss Warranty Act, and was seeking compensatory and punitive damages. Both the size of the class and the damages sought were unspecified. The plaintiffs, joined by an additional individual, filed an amended complaint dated June 2, 2015. On July 23, 2015, along with Chrysler, we filed motions to dismiss. The court held a hearing on these motions on December 2, 2015. On December 7, 2015, the court dismissed the complaint on procedural grounds. The plaintiffs had the right to re-file, but have not done so. We do not believe a loss is probable, and as of March 31, 2016 , we have no t recorded an accrual related to this matter. 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. The alleged defects are not safety related. In the third quarter of 2014, we made a contribution to this customer in the amount of $0.7 million , which resolved a portion of the claim. In the first quarter of 2016, this customer requested an additional reimbursement, which we are currently evaluating, related to these alleged defects. We continue to work towards a final resolution of this matter and consider a loss to be probable. As of March 31, 2016 , we have recorded an accrual of $1.5 million , representing our estimate of the minimum loss related to this claim. We cannot estimate an upper end of the potential range of loss due to the early stages of our investigation into this matter. In the first quarter of 2014, a second customer alleged similar non-safety related defects. In the second quarter of 2015, we settled with this customer for an immaterial amount. During the fourth quarter of 2015, an additional customer raised similar complaints involving other vehicles from the same approximate production period. As of March 31, 2016 , we recorded an accrual related to this matter of $0.4 million , as we believed a loss to be probable. On April 15, 2016, we settled this matter with this customer for $0.4 million . |
Fair Value Measures
Fair Value Measures | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures Our assets and liabilities recorded at fair value have been categorized based upon the fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurement . 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, 2016 and December 31, 2015 , aggregated by the level in the fair value hierarchy within which those measurements fell: March 31, 2016 December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Foreign currency forward contracts $ — $ 11,611 $ — $ — $ 28,569 $ — Commodity forward contracts — 1,340 — — 42 — Total $ — $ 12,951 $ — $ — $ 28,611 $ — Liabilities Foreign currency forward contracts $ — $ 24,981 $ — $ — $ 20,561 $ — Commodity forward contracts — 6,416 — — 13,685 — Total $ — $ 31,397 $ — $ — $ 34,246 $ — The valuations of the foreign currency and 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 foreign currency and 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 captions "Hedges of Foreign Currency Risk" and "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, 2016 and December 31, 2015 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivatives in their entirety are classified in Level 2 in the fair value hierarchy. Measured on a Non-Recurring Basis We evaluate the recoverability of goodwill and indefinite-lived intangible assets in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that goodwill or other intangible assets may be impaired. As of October 1, 2015, we evaluated our goodwill for impairment using the qualitative method, and determined that it was more likely than not that the fair values of each of our reporting units were greater than their net book values at that date. As of October 1, 2015, we evaluated our indefinite-lived intangible assets for impairment (using the quantitative method), and determined that the fair values of our indefinite-lived intangible assets exceeded their carrying values on that date. The fair values of indefinite-lived intangible assets are considered Level 3 fair value measurements. As of March 31, 2016 , no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or indefinite-lived intangible assets. 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, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Term Loan $ 980,220 $ — $ 980,220 $ — $ 982,695 $ — $ 963,041 $ — 4.875% Senior Notes $ 500,000 $ — $ 503,750 $ — $ 500,000 $ — $ 484,690 $ — 5.625% Senior Notes $ 400,000 $ — $ 418,000 $ — $ 400,000 $ — $ 409,252 $ — 5.0% Senior Notes $ 700,000 $ — $ 707,000 $ — $ 700,000 $ — $ 675,941 $ — 6.25% Senior Notes $ 750,000 $ — $ 805,785 $ — $ 750,000 $ — $ 781,410 $ — Revolving Credit Facility $ 250,000 $ — $ 244,169 $ — $ 280,000 $ — $ 266,877 $ — (1) The carrying value is presented excluding discount and deferred financing costs. The fair values of our term loans and 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. In March 2016, we acquired $50.0 million of Series B Preferred Stock of Quanergy. In accordance with the guidance in ASC Topic 323, Investments - Equity Method and Joint Ventures , we have accounted for this investment as a cost method investment under ASC 325-20, Cost Method Investments , as the Series B Preferred Stock is not "in substance" common stock and does not have a readily determinable fair value. Fair value of this cost method investment as of March 31, 2016 has not been estimated, as there are no indicators of impairment, and it is not practicable to estimate its fair value due to the restricted marketability of this investment. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2016 | |
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 the derivative as being in a hedging relationship, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. We currently only utilize cash flow hedges. 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 of derivatives 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 loss and is subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Refer to Note 4, "Shareholders' Equity," and elsewhere in this Note, for more details on the reclassification of amounts from Accumulated other comprehensive loss into 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, 2016 and December 31, 2015 , we had posted no cash collateral. 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. For the three months ended March 31, 2016 and March 31, 2015 , 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, 2016 , we estimate that $11.4 million in net losses will be reclassified from Accumulated other comprehensive loss to earnings during the twelve months ending March 31, 2017 . As of March 31, 2016 , we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date Maturity Date Index Weighted- Average Strike Rate Hedge Designation 94.5 EUR Various from September 2014 to March 2016 April 29, 2016 Euro to U.S. Dollar Exchange Rate 1.14 USD Non-designated 496.4 EUR Various from September 2014 to March 2016 Various from May 2016 to February 2018 Euro to U.S. Dollar Exchange Rate 1.14 USD Designated 89.0 CNY March 24, 2016 April 29, 2016 U.S. Dollar to Chinese Renminbi Exchange Rate 6.54 CNY Non-designated 35,800.0 KRW Various from September 2014 to March 2016 April 29, 2016 U.S. Dollar to Korean Won Exchange Rate 1,164.42 KRW Non-designated 46,435.0 KRW Various from September 2014 to March 2016 Various from May 2016 to February 2018 U.S. Dollar to Korean Won Exchange Rate 1,151.55 KRW Designated 32.7 MYR Various from September 2014 to March 2016 April 29, 2016 U.S. Dollar to Malaysian Ringgit Exchange Rate 3.96 MYR Non-designated 97.0 MYR Various from September 2014 to March 2016 Various from May 2016 to February 2018 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.01 MYR Designated 195.3 MXN Various from September 2014 to March 2016 April 29, 2016 U.S. Dollar to Mexican Peso Exchange Rate 16.25 MXN Non-designated 2,158.7 MXN Various from September 2014 to March 2016 Various from May 2016 to February 2018 U.S. Dollar to Mexican Peso Exchange Rate 17.13 MXN Designated 8.2 GBP Various from October 2014 to March 2016 April 29, 2016 Pound Sterling to U.S. Dollar Exchange Rate 1.47 USD Non-designated 58.0 GBP Various from October 2014 to March 2016 Various from May 2016 to February 2018 Pound Sterling to U.S. Dollar Exchange Rate 1.51 USD 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 used in the manufacturing of our products, including silver, gold, nickel, aluminum, copper, platinum, palladium, and zinc. 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, 2016 : Commodity Notional Remaining Contracted Periods Weighted- Average Strike Price Per Unit Silver 1,378,511 troy oz. April 2016 - February 2018 $16.43 Gold 12,707 troy oz. April 2016 - February 2018 $1,174.84 Nickel 418,085 pounds April 2016 - February 2018 $5.79 Aluminum 4,697,434 pounds April 2016 - February 2018 $0.81 Copper 6,328,810 pounds April 2016 - February 2018 $2.61 Platinum 6,850 troy oz. April 2016 - February 2018 $1,084.12 Palladium 1,923 troy oz. April 2016 - February 2018 $631.71 Zinc 315,019 pounds April 2016 - 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, 2016 and December 31, 2015 : Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet Location March 31, 2016 December 31, 2015 Balance Sheet Location March 31, 2016 December 31, 2015 Derivatives designated as hedging instruments under ASC 815 Foreign currency forward contracts Prepaid expenses and other current assets $ 7,535 $ 20,057 Accrued expenses and other current liabilities $ 15,300 $ 13,851 Foreign currency forward contracts Other assets 1,959 5,382 Other long-term liabilities 6,306 3,763 Total $ 9,494 $ 25,439 $ 21,606 $ 17,614 Derivatives not designated as hedging instruments under ASC 815 Commodity forward contracts Prepaid expenses and other current assets $ 587 $ — Accrued expenses and other current liabilities $ 5,394 $ 10,876 Commodity forward contracts Other assets 753 42 Other long-term liabilities 1,022 2,809 Foreign currency forward contracts Prepaid expenses and other current assets 2,117 3,130 Accrued expenses and other current liabilities 3,375 2,947 Total $ 3,457 $ 3,172 $ 9,791 $ 16,632 These fair value measurements are all categorized within Level 2 of the fair value hierarchy. Refer to Note 11, "Fair Value Measures," for more information on these measurements. 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, 2016 and March 31, 2015 : Derivatives designated as hedging instruments under ASC 815 Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive (Loss)/Income Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 Foreign currency forward contracts $ (19,317 ) $ 45,017 Net revenue $ 8,466 $ 10,801 Foreign currency forward contracts $ 880 $ (7,061 ) Cost of revenue $ (4,633 ) $ (1,519 ) Derivatives not designated as hedging instruments under ASC 815 Amount of Gain/(Loss) on Derivatives Recognized in Net Income Location of Gain/(Loss) on Derivatives Recognized in Net Income March 31, 2016 March 31, 2015 Commodity forward contracts $ 5,308 $ (1,406 ) Other, net Foreign currency forward contracts $ (3,877 ) $ 4,708 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, 2016 , the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $32.2 million . As of March 31, 2016 , we have no t posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness, as described above, we could be required to settle our obligations under the derivative agreements at their termination values. |
Other, Net
Other, Net | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other, Net | Other, Net Other, net consisted of the following for the three months ended March 31, 2016 and March 31, 2015 : For the three months ended March 31, March 31, Currency remeasurement gain/(loss) on net monetary assets $ 4,303 $ (5,668 ) Gain/(loss) on commodity forward contracts 5,308 (1,406 ) (Loss)/gain on foreign currency forward contracts (3,877 ) 4,708 Loss on debt financing — (19,564 ) Other (246 ) 173 Total Other, net $ 5,488 $ (21,757 ) |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We organize our business into two reportable segments, Performance Sensing and Sensing Solutions, each of which is also an operating segment. Our operating segments are businesses that we manage as components of an enterprise, for which separate financial 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, 2015 . 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, 2016 and March 31, 2015 : For the three months ended March 31, March 31, Net revenue: Performance Sensing $ 597,175 $ 591,252 Sensing Solutions 199,374 159,433 Total net revenue $ 796,549 $ 750,685 Segment operating income (as defined above): Performance Sensing $ 145,787 $ 143,872 Sensing Solutions 63,248 49,218 Total segment operating income 209,035 193,090 Corporate and other (44,146 ) (44,170 ) Amortization of intangible assets (50,447 ) (45,809 ) Restructuring and special charges (855 ) (720 ) Profit from operations 113,587 102,391 Interest expense, net (42,268 ) (34,761 ) Other, net 5,488 (21,757 ) Income before taxes $ 76,807 $ 45,873 |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and March 31, 2015 , the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the three months ended March 31, March 31, Basic weighted-average ordinary shares outstanding 170,404 169,487 Dilutive effect of stock options 590 1,567 Dilutive effect of unvested restricted securities 263 208 Diluted weighted-average ordinary shares outstanding 171,257 171,262 Net income and net income per share are presented in the condensed consolidated statements of operations. For the three months ended March 31, 2016 and March 31, 2015 , 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 that were contingently issuable, for which the contingency had not been satisfied. For the three months ended March 31, March 31, Anti-dilutive shares excluded 1,276 622 Contingently issuable shares excluded 427 297 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions CST On December 1, 2015, we completed the acquisition of all of the outstanding shares of certain subsidiaries of Custom Sensors & Technologies Ltd. in the U.S., the U.K., and France, as well as certain assets in China (collectively, "CST"), for an aggregate purchase price of $1,001.8 million . The acquisition included the Kavlico, BEI, Crydom, and Newall product lines and brands, and encompassed sales, engineering, and manufacturing sites in the U.S., the U.K., Germany, France, and Mexico. We acquired CST to further extend our sensing content beyond automotive markets and build scale in pressure sensing. Portions of CST are being integrated into each of our segments. Kavlico is a provider of linear and rotary position sensors to aerospace original equipment manufacturers and Tier 1 suppliers and pressure sensors to the general industrial and HVOR markets. BEI provides harsh environment position sensors, optical and magnetic encoders, and motion control sensors to the industrial, aerospace, agricultural, and medical device markets. Crydom manufactures solid state relays for power control applications in industrial markets. Newall provides encoders and digital readouts to machinery and machine tool markets. 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 $ 41,352 Inventories 42,692 Prepaid expenses and other current assets 14,658 Property, plant and equipment 29,474 Other intangible assets 535,884 Goodwill 582,562 Other assets 39 Accounts payable (19,088 ) Accrued expenses and other current liabilities (27,016 ) Deferred income tax liabilities (203,144 ) Pension and post-retirement benefit obligations (3,767 ) Other long term liabilities (415 ) Fair value of net assets acquired, excluding cash and cash equivalents 993,231 Cash and cash equivalents 8,612 Fair value of net assets acquired $ 1,001,843 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 valuation assessments of tangible and intangible assets are completed and estimates of the fair value of liabilities assumed are finalized. The preliminary goodwill of $582.6 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 preliminary 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 preliminary estimated fair values, and preliminary weighted-average lives: Acquisition Date Fair Value Weighted- Average Life (years) Acquired definite-lived intangible assets: Completed technologies $ 184,890 16 Customer relationships 308,496 15 Tradenames 41,900 25 Computer software 598 2 Total $ 535,884 16 The definite-lived intangible assets were valued using the income approach. We used the relief-from-royalty and the multi-period excess earnings methods to value completed technologies. The customer relationships were valued using the multi-period excess earnings and distributor methods. Tradenames were valued using the relief-from-royalty 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. Pro forma results The following unaudited table presents the pro forma Net revenue and Net income of the combined entity for the three months ended March 31, 2015 , had we acquired CST on January 1, 2014. For the three months ended March 31, 2015 Pro forma net revenue $ 831,139 Pro forma net income $ 43,074 |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Basis of Presentation | 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, 2016 are not necessarily indicative of the results to be expected for the full year, nor were those of the comparable period in 2015 necessarily representative of those actually experienced for the full year 2015 . 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, 2015 . 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 | Certain reclassifications have been made to prior periods to conform to current period presentation. |
New Accounting Standards | New Accounting Standards Adopted in the current period: In April 2015, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("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 annual reporting periods beginning after December 15, 2015, including interim periods within those annual reporting periods. We adopted ASU 2015-03 on January 1, 2016, and as a result, as of March 31, 2016 and December 31, 2015 , $37.1 million and $38.3 million , respectively, of deferred financing costs were classified as a reduction of long-term debt on our condensed consolidated balance sheets. The adoption of ASU 2015-03 did not have any impact on our statements of operations. Refer to Note 6, "Debt," for a reconciliation of the various components of long-term debt to the condensed consolidated balance sheets. To be adopted in a future period: In May 2014, the FASB issued 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 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 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter 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 entity, and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual reporting periods. We will adopt ASU 2014-09 on January 1, 2018, 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which establishes new accounting and disclosure requirements for leases. ASU 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. ASU 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available. We are currently evaluating when to adopt ASU 2016-02 and the impact that this adoption will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") as part of its simplification initiative. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions. The provisions of ASU 2016-09 that will impact Sensata are as follows: (1) an accounting policy election may be made to account for forfeitures as they occur, rather than based on an estimate of future forfeitures, and (2) companies will be allowed to withhold shares, upon either the exercise of options or vesting of restricted securities, with an aggregate fair value in excess of the minimum statutory withholding requirement and still qualify for the exception to liability classification. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods, with early adoption permitted. Amendments related to the provisions that are applicable to Sensata must be applied using a modified retrospective approach by means of a cumulative-effect adjustment to equity as of the beginning of the period in which ASU 2016-09 is adopted. We are currently evaluating when to adopt ASU 2016-09 and the impact that this adoption will have on our consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventories as of March 31, 2016 and December 31, 2015 were as follows: March 31, December 31, Finished goods $ 136,800 $ 154,827 Work-in-process 67,564 62,084 Raw materials 139,887 141,790 Total $ 344,251 $ 358,701 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following is a roll forward of the components of Accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2016 : Deferred (Loss)/Gain on Derivative Instruments, Net of Reclassifications Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2015 $ 3,852 $ (29,842 ) $ (25,990 ) Other comprehensive loss before reclassifications (13,828 ) — (13,828 ) Amounts reclassified from accumulated other comprehensive loss (2,875 ) 208 (2,667 ) Net current period other comprehensive loss (16,703 ) 208 (16,495 ) Balance as of March 31, 2016 $ (12,851 ) $ (29,634 ) $ (42,485 ) |
Reclassification out of Accumulated Other Comprehensive Income | The details of the amounts reclassified from Accumulated other comprehensive loss for the three months ended March 31, 2016 and March 31, 2015 are as follows: Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss Affected Line in Condensed Consolidated Statements of Operations For the three months ended Component March 31, 2016 March 31, 2015 Derivative instruments designated and qualifying as cash flow hedges Foreign currency forward contracts $ (8,466 ) $ (10,801 ) Net revenue (1) Foreign currency forward contracts 4,633 1,519 Cost of revenue (1) (3,833 ) (9,282 ) Income before taxes 958 2,320 Provision for income taxes $ (2,875 ) $ (6,962 ) Net income Defined benefit and retiree healthcare plans $ 259 $ (367 ) Various (2) (51 ) (22 ) Provision for income taxes $ 208 $ (389 ) Net income (1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. (2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, Selling, general and administrative ("SG&A"), and Restructuring and special charges 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 Cha26
Restructuring and Special Charges (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table presents costs/(gains) recorded within the condensed consolidated statements of operations associated with our restructuring actions, and where these amounts were recognized, for the three months ended March 31, 2016 and March 31, 2015 : For the three months ended March 31, 2016 2015 Restructuring and special charges $ 855 $ 720 Other, net 261 (1,064 ) Total $ 1,116 $ (344 ) |
Schedule of Restructuring Reserve | The following table outlines the changes to the restructuring liability associated with the severance portion of our restructuring actions during the three months ended March 31, 2016 : Severance Balance at December 31, 2015 $ 23,986 Charges 855 Payments (1,211 ) Impact of changes in foreign currency exchange rates 261 Balance at March 31, 2016 $ 23,891 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our long-term debt and capital lease and other financing obligations as of March 31, 2016 and December 31, 2015 consisted of the following: Maturity Date March 31, 2016 December 31, 2015 Term Loan October 14, 2021 $ 980,220 $ 982,695 4.875% Senior Notes October 15, 2023 500,000 500,000 5.625% Senior Notes November 1, 2024 400,000 400,000 5.0% Senior Notes October 1, 2025 700,000 700,000 6.25% Senior Notes February 15, 2026 750,000 750,000 Revolving Credit Facility March 26, 2020 250,000 280,000 Less: discount (19,500 ) (20,116 ) Less: deferred financing costs (37,126 ) (38,345 ) Less: current portion (259,901 ) (289,901 ) Long-term debt, net of discount and deferred financing costs, less current portion $ 3,263,693 $ 3,264,333 Capital lease and other financing obligations $ 39,279 $ 46,757 Less: current portion (3,997 ) (10,538 ) Capital lease and other financing obligations, less current portion $ 35,282 $ 36,219 |
Pension and Other Post-Retire28
Pension and Other Post-Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and March 31, 2015 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 Service cost $ — $ — $ 25 $ 28 $ 643 $ 781 $ 668 $ 809 Interest cost 420 387 94 69 291 274 805 730 Expected return on plan assets (680 ) (664 ) — — (226 ) (227 ) (906 ) (891 ) Amortization of net loss 118 108 48 96 31 (228 ) 197 (24 ) Amortization of prior service credit — — (333 ) (334 ) (10 ) (9 ) (343 ) (343 ) Loss on settlement 405 — — — — — 405 — Net periodic benefit cost $ 263 $ (169 ) $ (166 ) $ (141 ) $ 729 $ 591 $ 826 $ 281 |
Share-Based Payment Plans (Tabl
Share-Based Payment Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 March 31, 2015 Stock options $ 1,699 $ 1,674 Restricted securities 1,817 1,513 Total share-based compensation expense $ 3,516 $ 3,187 |
Schedule of Share-based Compensation, Stock Options, Activity | We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the three months ended March 31, 2016 : Awards Granted to Number of Options Granted Weighted- Average Grant Date Fair Value Vesting Period Various executives and employees 257 $11.66 Three-year cliff (1) (1) These options will vest on January 21, 2019, depending on the satisfaction of certain performance criteria. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and December 31, 2015 , aggregated by the level in the fair value hierarchy within which those measurements fell: March 31, 2016 December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Foreign currency forward contracts $ — $ 11,611 $ — $ — $ 28,569 $ — Commodity forward contracts — 1,340 — — 42 — Total $ — $ 12,951 $ — $ — $ 28,611 $ — Liabilities Foreign currency forward contracts $ — $ 24,981 $ — $ — $ 20,561 $ — Commodity forward contracts — 6,416 — — 13,685 — Total $ — $ 31,397 $ — $ — $ 34,246 $ — |
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, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Term Loan $ 980,220 $ — $ 980,220 $ — $ 982,695 $ — $ 963,041 $ — 4.875% Senior Notes $ 500,000 $ — $ 503,750 $ — $ 500,000 $ — $ 484,690 $ — 5.625% Senior Notes $ 400,000 $ — $ 418,000 $ — $ 400,000 $ — $ 409,252 $ — 5.0% Senior Notes $ 700,000 $ — $ 707,000 $ — $ 700,000 $ — $ 675,941 $ — 6.25% Senior Notes $ 750,000 $ — $ 805,785 $ — $ 750,000 $ — $ 781,410 $ — Revolving Credit Facility $ 250,000 $ — $ 244,169 $ — $ 280,000 $ — $ 266,877 $ — (1) The carrying value is presented excluding discount and deferred financing costs. |
Derivative Instruments and He31
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivatives, Fair Value [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, 2016 and December 31, 2015 : Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet Location March 31, 2016 December 31, 2015 Balance Sheet Location March 31, 2016 December 31, 2015 Derivatives designated as hedging instruments under ASC 815 Foreign currency forward contracts Prepaid expenses and other current assets $ 7,535 $ 20,057 Accrued expenses and other current liabilities $ 15,300 $ 13,851 Foreign currency forward contracts Other assets 1,959 5,382 Other long-term liabilities 6,306 3,763 Total $ 9,494 $ 25,439 $ 21,606 $ 17,614 Derivatives not designated as hedging instruments under ASC 815 Commodity forward contracts Prepaid expenses and other current assets $ 587 $ — Accrued expenses and other current liabilities $ 5,394 $ 10,876 Commodity forward contracts Other assets 753 42 Other long-term liabilities 1,022 2,809 Foreign currency forward contracts Prepaid expenses and other current assets 2,117 3,130 Accrued expenses and other current liabilities 3,375 2,947 Total $ 3,457 $ 3,172 $ 9,791 $ 16,632 |
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, 2016 and March 31, 2015 : Derivatives designated as hedging instruments under ASC 815 Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive (Loss)/Income Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015 Foreign currency forward contracts $ (19,317 ) $ 45,017 Net revenue $ 8,466 $ 10,801 Foreign currency forward contracts $ 880 $ (7,061 ) Cost of revenue $ (4,633 ) $ (1,519 ) Derivatives not designated as hedging instruments under ASC 815 Amount of Gain/(Loss) on Derivatives Recognized in Net Income Location of Gain/(Loss) on Derivatives Recognized in Net Income March 31, 2016 March 31, 2015 Commodity forward contracts $ 5,308 $ (1,406 ) Other, net Foreign currency forward contracts $ (3,877 ) $ 4,708 Other, net |
Foreign currency forward contracts | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Instruments and Hedging Activities | As of March 31, 2016 , we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date Maturity Date Index Weighted- Average Strike Rate Hedge Designation 94.5 EUR Various from September 2014 to March 2016 April 29, 2016 Euro to U.S. Dollar Exchange Rate 1.14 USD Non-designated 496.4 EUR Various from September 2014 to March 2016 Various from May 2016 to February 2018 Euro to U.S. Dollar Exchange Rate 1.14 USD Designated 89.0 CNY March 24, 2016 April 29, 2016 U.S. Dollar to Chinese Renminbi Exchange Rate 6.54 CNY Non-designated 35,800.0 KRW Various from September 2014 to March 2016 April 29, 2016 U.S. Dollar to Korean Won Exchange Rate 1,164.42 KRW Non-designated 46,435.0 KRW Various from September 2014 to March 2016 Various from May 2016 to February 2018 U.S. Dollar to Korean Won Exchange Rate 1,151.55 KRW Designated 32.7 MYR Various from September 2014 to March 2016 April 29, 2016 U.S. Dollar to Malaysian Ringgit Exchange Rate 3.96 MYR Non-designated 97.0 MYR Various from September 2014 to March 2016 Various from May 2016 to February 2018 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.01 MYR Designated 195.3 MXN Various from September 2014 to March 2016 April 29, 2016 U.S. Dollar to Mexican Peso Exchange Rate 16.25 MXN Non-designated 2,158.7 MXN Various from September 2014 to March 2016 Various from May 2016 to February 2018 U.S. Dollar to Mexican Peso Exchange Rate 17.13 MXN Designated 8.2 GBP Various from October 2014 to March 2016 April 29, 2016 Pound Sterling to U.S. Dollar Exchange Rate 1.47 USD Non-designated 58.0 GBP Various from October 2014 to March 2016 Various from May 2016 to February 2018 Pound Sterling to U.S. Dollar Exchange Rate 1.51 USD Designated |
Commodity forward contracts | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Instruments and Hedging Activities | We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of March 31, 2016 : Commodity Notional Remaining Contracted Periods Weighted- Average Strike Price Per Unit Silver 1,378,511 troy oz. April 2016 - February 2018 $16.43 Gold 12,707 troy oz. April 2016 - February 2018 $1,174.84 Nickel 418,085 pounds April 2016 - February 2018 $5.79 Aluminum 4,697,434 pounds April 2016 - February 2018 $0.81 Copper 6,328,810 pounds April 2016 - February 2018 $2.61 Platinum 6,850 troy oz. April 2016 - February 2018 $1,084.12 Palladium 1,923 troy oz. April 2016 - February 2018 $631.71 Zinc 315,019 pounds April 2016 - October 2016 $1.04 |
Other, Net (Tables)
Other, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other, net | Other, net consisted of the following for the three months ended March 31, 2016 and March 31, 2015 : For the three months ended March 31, March 31, Currency remeasurement gain/(loss) on net monetary assets $ 4,303 $ (5,668 ) Gain/(loss) on commodity forward contracts 5,308 (1,406 ) (Loss)/gain on foreign currency forward contracts (3,877 ) 4,708 Loss on debt financing — (19,564 ) Other (246 ) 173 Total Other, net $ 5,488 $ (21,757 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and March 31, 2015 : For the three months ended March 31, March 31, Net revenue: Performance Sensing $ 597,175 $ 591,252 Sensing Solutions 199,374 159,433 Total net revenue $ 796,549 $ 750,685 Segment operating income (as defined above): Performance Sensing $ 145,787 $ 143,872 Sensing Solutions 63,248 49,218 Total segment operating income 209,035 193,090 Corporate and other (44,146 ) (44,170 ) Amortization of intangible assets (50,447 ) (45,809 ) Restructuring and special charges (855 ) (720 ) Profit from operations 113,587 102,391 Interest expense, net (42,268 ) (34,761 ) Other, net 5,488 (21,757 ) Income before taxes $ 76,807 $ 45,873 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | For the three months ended March 31, 2016 and March 31, 2015 , the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the three months ended March 31, March 31, Basic weighted-average ordinary shares outstanding 170,404 169,487 Dilutive effect of stock options 590 1,567 Dilutive effect of unvested restricted securities 263 208 Diluted weighted-average ordinary shares outstanding 171,257 171,262 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three months ended March 31, 2016 and March 31, 2015 , 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 that were contingently issuable, for which the contingency had not been satisfied. For the three months ended March 31, March 31, Anti-dilutive shares excluded 1,276 622 Contingently issuable shares excluded 427 297 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
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 $ 41,352 Inventories 42,692 Prepaid expenses and other current assets 14,658 Property, plant and equipment 29,474 Other intangible assets 535,884 Goodwill 582,562 Other assets 39 Accounts payable (19,088 ) Accrued expenses and other current liabilities (27,016 ) Deferred income tax liabilities (203,144 ) Pension and post-retirement benefit obligations (3,767 ) Other long term liabilities (415 ) Fair value of net assets acquired, excluding cash and cash equivalents 993,231 Cash and cash equivalents 8,612 Fair value of net assets acquired $ 1,001,843 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the acquired intangible assets, their preliminary estimated fair values, and preliminary weighted-average lives: Acquisition Date Fair Value Weighted- Average Life (years) Acquired definite-lived intangible assets: Completed technologies $ 184,890 16 Customer relationships 308,496 15 Tradenames 41,900 25 Computer software 598 2 Total $ 535,884 16 |
Business Acquisition, Pro Forma Information | The following unaudited table presents the pro forma Net revenue and Net income of the combined entity for the three months ended March 31, 2015 , had we acquired CST on January 1, 2014. For the three months ended March 31, 2015 Pro forma net revenue $ 831,139 Pro forma net income $ 43,074 |
Business Description and Basi36
Business Description and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of businesses | 2 |
New Accounting Standards (Detai
New Accounting Standards (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred financing costs | $ 37,126 | $ 38,345 |
Accounting Standards Update 2015-03 | Long-term Debt | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred financing costs | $ 37,100 | $ 38,300 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory, Net [Abstract] | ||
Finished goods | $ 136,800 | $ 154,827 |
Work-in-process | 67,564 | 62,084 |
Raw materials | 139,887 | 141,790 |
Total | $ 344,251 | $ 358,701 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Feb. 01, 2016 | |
Equity [Abstract] | |||
Stock repurchase program, authorized amount | $ 250,000,000 | $ 250,000,000 | |
Amount available for share repurchase | $ 250,000,000 | ||
Amount of shares repurchased | 0 | 0 | |
Amount of reissued shares | 500,000 | ||
Treasury stock, loss from reissuances | $ 500,000 |
Shareholders' Equity - AOCI Rol
Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2015 | $ (25,990) | |
Other comprehensive loss before reclassifications | (13,828) | |
Amounts reclassified from accumulated other comprehensive loss | (2,667) | |
Other comprehensive (loss)/income | (16,495) | $ 21,115 |
Balance as of March 31, 2016 | (42,485) | |
Deferred (Loss)/Gain on Derivative Instruments, Net of Reclassifications | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2015 | 3,852 | |
Other comprehensive loss before reclassifications | (13,828) | |
Amounts reclassified from accumulated other comprehensive loss | (2,875) | |
Other comprehensive (loss)/income | (16,703) | |
Balance as of March 31, 2016 | (12,851) | |
Defined Benefit and Retiree Healthcare Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2015 | (29,842) | |
Other comprehensive loss before reclassifications | 0 | |
Amounts reclassified from accumulated other comprehensive loss | 208 | |
Other comprehensive (loss)/income | 208 | |
Balance as of March 31, 2016 | $ (29,634) |
Shareholders' Equity - AOCI Rec
Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net revenue | $ (796,549) | $ (750,685) |
Cost of revenue | 528,378 | 506,633 |
Income before taxes | (76,807) | (45,873) |
Provision for income taxes | 16,195 | 10,518 |
Net income | (60,612) | (35,355) |
Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Income before taxes | (3,833) | (9,282) |
Provision for income taxes | 958 | 2,320 |
Net income | (2,875) | (6,962) |
Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges | Foreign currency forward contracts | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net revenue | (8,466) | (10,801) |
Cost of revenue | 4,633 | 1,519 |
Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Defined benefit and retiree healthcare plans | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Income before taxes | 259 | (367) |
Provision for income taxes | (51) | (22) |
Net income | $ 208 | $ (389) |
Restructuring and Special Cha42
Restructuring and Special Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Charges [Abstract] | ||
Restructuring and special charges | $ 855 | $ 720 |
Other, net | 261 | (1,064) |
Total | 1,116 | $ (344) |
Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2015 | 23,986 | |
Charges | 855 | |
Payments | (1,211) | |
Impact of changes in foreign currency exchange rates | 261 | |
Balance at March 31, 2016 | $ 23,891 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Less: discount | $ (19,500,000) | $ (20,116,000) | |
Less: deferred financing costs | (37,126,000) | (38,345,000) | |
Less: current portion | (259,901,000) | (289,901,000) | |
Long-term debt, net of discount and deferred financing costs, less current portion | 3,263,693,000 | 3,264,333,000 | |
Capital lease and other financing obligations | 39,279,000 | 46,757,000 | |
Less: current portion | (3,997,000) | (10,538,000) | |
Capital lease and other financing obligations, less current portion | 35,282,000 | 36,219,000 | |
Loss on transaction | 0 | $ (19,564,000) | |
Accrued interest | 48,200,000 | 26,100,000 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | 980,220,000 | 982,695,000 | |
4.875% Senior Notes | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | 500,000,000 | 500,000,000 | |
5.625% Senior Notes | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | 400,000,000 | 400,000,000 | |
5.0% Senior Notes | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | 700,000,000 | 700,000,000 | |
6.25% Senior Notes | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | 750,000,000 | 750,000,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | 250,000,000 | $ 280,000,000 | |
Amount available under revolving credit facility | 164,500,000 | ||
Maximum borrowing capacity | 420,000,000 | ||
Letters of credit outstanding, amount | 5,500,000 | ||
Letter of credit outstanding, borrowings, amount | $ 0 | ||
6.5% Senior Notes | |||
Debt Instrument [Line Items] | |||
Financing transaction settlement amount | 620,900,000 | ||
Other, net | |||
Debt Instrument [Line Items] | |||
Loss on transaction | (19,600,000) | ||
Fees paid to creditors | 12,400,000 | ||
Transaction cost | $ 3,800,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 16,195 | $ 10,518 |
Pension and Other Post-Retire45
Pension and Other Post-Retirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | $ 668 | $ 809 |
Interest cost | 805 | 730 |
Expected return on plan assets | (906) | (891) |
Amortization of net loss | 197 | (24) |
Amortization of prior service credit | (343) | (343) |
Loss on settlement | 405 | 0 |
Net periodic benefit cost | 826 | 281 |
U.S. Plans, Defined Benefit | ||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | 0 | 0 |
Interest cost | 420 | 387 |
Expected return on plan assets | (680) | (664) |
Amortization of net loss | 118 | 108 |
Amortization of prior service credit | 0 | 0 |
Loss on settlement | 405 | 0 |
Net periodic benefit cost | 263 | (169) |
U.S. Plans, Retiree Healthcare | ||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | 25 | 28 |
Interest cost | 94 | 69 |
Expected return on plan assets | 0 | 0 |
Amortization of net loss | 48 | 96 |
Amortization of prior service credit | (333) | (334) |
Loss on settlement | 0 | 0 |
Net periodic benefit cost | (166) | (141) |
Non-U.S. Plans | ||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | 643 | 781 |
Interest cost | 291 | 274 |
Expected return on plan assets | (226) | (227) |
Amortization of net loss | 31 | (228) |
Amortization of prior service credit | (10) | (9) |
Loss on settlement | 0 | 0 |
Net periodic benefit cost | $ 729 | $ 591 |
Share-Based Payment Plans (Deta
Share-Based Payment Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 25, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 3,516 | $ 3,187 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,699 | 1,674 | |
Restricted securities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 1,817 | $ 1,513 | |
Number of restricted securities granted | 28 | ||
Weighted average grant date fair value (in dollars per share) | $ 35.75 | ||
Various executives and employees | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Granted, shares | 257 | ||
Weighted-average grant date fair value (in dollars per share) | $ 11.66 | ||
Cliff period (in years) | 3 years | ||
Subsequent Event | Restricted securities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 24 months |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 15, 2016USD ($) | Mar. 19, 2015lawsuit | Mar. 31, 2016USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2001company | Dec. 31, 2008lawsuit |
Loss Contingencies [Line Items] | |||||||
Standard product warranty, after customer resale, term (in months) | 12 months | ||||||
Minimum | |||||||
Loss Contingencies [Line Items] | |||||||
Standard product warranty, term (in months) | 12 months | ||||||
Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Standard product warranty, term (in months) | 18 months | ||||||
Aterro Mantovani Disposal Site | |||||||
Loss Contingencies [Line Items] | |||||||
Accrual for environmental loss contingencies, number of companies notified (companies) | company | 50 | ||||||
Accrual for environmental loss contingencies | $ 0 | ||||||
Texas Instruments | Aterro Mantovani Disposal Site | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, pending claims, number | lawsuit | 5 | ||||||
Korean Supplier | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 7,600,000 | ||||||
Loss contingency accrual, at carrying value | 0 | ||||||
Brazil State Tax | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | 26,000,000 | ||||||
Loss contingency accrual, at carrying value | 0 | ||||||
Hassett Class Action Lawsuit | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency accrual, at carrying value | 0 | ||||||
Loss contingency, number of plaintiffs | lawsuit | 2 | ||||||
Automotive Customer | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency accrual, at carrying value | 1,500,000 | ||||||
Loss contingency accrual, payments | $ 700,000 | ||||||
Automotive Customer Two | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency accrual, at carrying value | $ 400,000 | ||||||
Subsequent Event | Automotive Customer | Settled Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount | $ 400,000 |
Fair Value Measures Schedule of
Fair Value Measures Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total assets | $ 0 | $ 0 |
Liabilities | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign currency forward contracts | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity forward contracts | ||
Assets | ||
Commodity forward contracts | 0 | 0 |
Liabilities | ||
Commodity forward contracts | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Total assets | 12,951 | 28,611 |
Liabilities | ||
Total liabilities | 31,397 | 34,246 |
Significant Other Observable Inputs (Level 2) | Foreign currency forward contracts | ||
Assets | ||
Foreign currency forward contracts | 11,611 | 28,569 |
Liabilities | ||
Foreign currency forward contracts | 24,981 | 20,561 |
Significant Other Observable Inputs (Level 2) | Commodity forward contracts | ||
Assets | ||
Commodity forward contracts | 1,340 | 42 |
Liabilities | ||
Commodity forward contracts | 6,416 | 13,685 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Foreign currency forward contracts | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commodity forward contracts | ||
Assets | ||
Commodity forward contracts | 0 | 0 |
Liabilities | ||
Commodity forward contracts | $ 0 | $ 0 |
Fair Value Measures Fair Value,
Fair Value Measures Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Term Loan | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 980,220 | $ 982,695 |
Term Loan | Fair Value, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | 0 |
Term Loan | Fair Value, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 980,220 | 963,041 |
Term Loan | Fair Value, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 0 | 0 |
4.875% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 4.875% | |
4.875% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 500,000 | 500,000 |
4.875% Senior Notes | Fair Value, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | 0 |
4.875% Senior Notes | Fair Value, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 503,750 | 484,690 |
4.875% Senior Notes | Fair Value, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 0 | 0 |
5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.625% | |
5.625% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 400,000 | 400,000 |
5.625% Senior Notes | Fair Value, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | 0 |
5.625% Senior Notes | Fair Value, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 418,000 | 409,252 |
5.625% Senior Notes | Fair Value, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 0 | 0 |
5.0% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.00% | |
5.0% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 700,000 | 700,000 |
5.0% Senior Notes | Fair Value, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | 0 |
5.0% Senior Notes | Fair Value, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 707,000 | 675,941 |
5.0% Senior Notes | Fair Value, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 0 | 0 |
6.25% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 6.25% | |
6.25% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 750,000 | 750,000 |
6.25% Senior Notes | Fair Value, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | 0 |
6.25% Senior Notes | Fair Value, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 805,785 | 781,410 |
6.25% Senior Notes | Fair Value, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | 0 |
Revolving Credit Facility | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 250,000 | 280,000 |
Revolving Credit Facility | Fair Value, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | 0 |
Revolving Credit Facility | Fair Value, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 244,169 | 266,877 |
Revolving Credit Facility | Fair Value, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 0 | $ 0 |
Quanergy | Series B Preferred Stock | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Value of Series B Preferred Stock acquired | $ 50,000 |
Derivative Instruments and He50
Derivative Instruments and Hedging Activities (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Collateral already posted, aggregate fair value | $ 0 | $ 0 | |
Amounts excluded from foreign currency cash flow ineffectiveness assessment | 0 | $ 0 | |
Foreign currency cash flow loss to be reclassified during next 12 months | 11,400,000 | ||
Termination value of outstanding derivatives in a liability position | $ 32,200,000 |
Derivative Instruments and He51
Derivative Instruments and Hedging Activities (Schedule of Derivative Instruments) (Details) - Mar. 31, 2016 € in Millions, ₩ in Millions, ¥ in Millions, £ in Millions, MYR in Millions, MXN in Millions | EUR (€)oztlb$ / lb$ / ozt$ / MXN€ / $$ / MYR$ / ¥£ / $$ / ₩ | KRW (₩)oztlb$ / lb$ / ozt$ / MXN€ / $$ / MYR$ / ¥£ / $$ / ₩ | MXNoztlb$ / lb$ / ozt$ / MXN€ / $$ / MYR$ / ¥£ / $$ / ₩ | GBP (£)oztlb$ / lb$ / ozt$ / MXN€ / $$ / MYR$ / ¥£ / $$ / ₩ | CNY (¥)oztlb$ / lb$ / ozt$ / MXN€ / $$ / MYR$ / ¥£ / $$ / ₩ | MYRoztlb$ / lb$ / ozt$ / MXN€ / $$ / MYR$ / ¥£ / $$ / ₩ |
Foreign currency forward contracts | Not Designated as Hedging Instrument | Euro to US Dollar Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | € | € 94.5 | |||||
Derivative, weighted average foreign currency option strike price | € / $ | 1.14 | 1.14 | 1.14 | 1.14 | 1.14 | 1.14 |
Foreign currency forward contracts | Not Designated as Hedging Instrument | US Dollar to Chinese Renminbi Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | ¥ | ¥ 89 | |||||
Derivative, weighted average foreign currency option strike price | $ / ¥ | 6.54 | 6.54 | 6.54 | 6.54 | 6.54 | 6.54 |
Foreign currency forward contracts | Not Designated as Hedging Instrument | US Dollar to Korean Won Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | ₩ | ₩ 35,800 | |||||
Derivative, weighted average foreign currency option strike price | $ / ₩ | 1,164.42 | 1,164.42 | 1,164.42 | 1,164.42 | 1,164.42 | 1,164.42 |
Foreign currency forward contracts | Not Designated as Hedging Instrument | US Dollar to Malaysian Ringgit Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | MYR | MYR 32.7 | |||||
Derivative, weighted average foreign currency option strike price | $ / MYR | 3.96 | 3.96 | 3.96 | 3.96 | 3.96 | 3.96 |
Foreign currency forward contracts | Not Designated as Hedging Instrument | US Dollar to Mexican Peso Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | MXN | MXN 195.3 | |||||
Derivative, weighted average foreign currency option strike price | $ / MXN | 16.25 | 16.25 | 16.25 | 16.25 | 16.25 | 16.25 |
Foreign currency forward contracts | Not Designated as Hedging Instrument | Pound Sterling To US Dollar Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | £ | £ 8.2 | |||||
Derivative, weighted average foreign currency option strike price | £ / $ | 1.47 | 1.47 | 1.47 | 1.47 | 1.47 | 1.47 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Euro to US Dollar Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | € | € 496.4 | |||||
Derivative, weighted average foreign currency option strike price | € / $ | 1.14 | 1.14 | 1.14 | 1.14 | 1.14 | 1.14 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | US Dollar to Korean Won Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | ₩ | ₩ 46,435 | |||||
Derivative, weighted average foreign currency option strike price | $ / ₩ | 1,151.55 | 1,151.55 | 1,151.55 | 1,151.55 | 1,151.55 | 1,151.55 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | US Dollar to Malaysian Ringgit Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | MYR | MYR 97 | |||||
Derivative, weighted average foreign currency option strike price | $ / MYR | 4.01 | 4.01 | 4.01 | 4.01 | 4.01 | 4.01 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | US Dollar to Mexican Peso Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | MXN | MXN 2,158.7 | |||||
Derivative, weighted average foreign currency option strike price | $ / MXN | 17.13 | 17.13 | 17.13 | 17.13 | 17.13 | 17.13 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Pound Sterling To US Dollar Exchange Rate | ||||||
Hedges of Foreign Currency Risk | ||||||
Notional amount of derivatives | £ | £ 58 | |||||
Derivative, weighted average foreign currency option strike price | £ / $ | 1.51 | 1.51 | 1.51 | 1.51 | 1.51 | 1.51 |
Commodity forward contracts | Silver | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | ozt | 1,378,511 | 1,378,511 | 1,378,511 | 1,378,511 | 1,378,511 | 1,378,511 |
Weighted-average strike price per unit (in dollars per unit) | $ / ozt | 16.43 | 16.43 | 16.43 | 16.43 | 16.43 | 16.43 |
Commodity forward contracts | Gold | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | ozt | 12,707 | 12,707 | 12,707 | 12,707 | 12,707 | 12,707 |
Weighted-average strike price per unit (in dollars per unit) | $ / ozt | 1,174.84 | 1,174.84 | 1,174.84 | 1,174.84 | 1,174.84 | 1,174.84 |
Commodity forward contracts | Nickel | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | lb | 418,085 | 418,085 | 418,085 | 418,085 | 418,085 | 418,085 |
Weighted-average strike price per unit (in dollars per unit) | $ / lb | 5.79 | 5.79 | 5.79 | 5.79 | 5.79 | 5.79 |
Commodity forward contracts | Aluminum | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | lb | 4,697,434 | 4,697,434 | 4,697,434 | 4,697,434 | 4,697,434 | 4,697,434 |
Weighted-average strike price per unit (in dollars per unit) | $ / lb | 0.81 | 0.81 | 0.81 | 0.81 | 0.81 | 0.81 |
Commodity forward contracts | Copper | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | lb | 6,328,810 | 6,328,810 | 6,328,810 | 6,328,810 | 6,328,810 | 6,328,810 |
Weighted-average strike price per unit (in dollars per unit) | $ / lb | 2.61 | 2.61 | 2.61 | 2.61 | 2.61 | 2.61 |
Commodity forward contracts | Platinum | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | ozt | 6,850 | 6,850 | 6,850 | 6,850 | 6,850 | 6,850 |
Weighted-average strike price per unit (in dollars per unit) | $ / ozt | 1,084.12 | 1,084.12 | 1,084.12 | 1,084.12 | 1,084.12 | 1,084.12 |
Commodity forward contracts | Palladium | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | ozt | 1,923 | 1,923 | 1,923 | 1,923 | 1,923 | 1,923 |
Weighted-average strike price per unit (in dollars per unit) | $ / ozt | 631.71 | 631.71 | 631.71 | 631.71 | 631.71 | 631.71 |
Commodity forward contracts | Zinc | Not Designated as Hedging Instrument | ||||||
Hedges of Commodity Risk | ||||||
Notional amount of price risk cash flow hedge derivatives | lb | 315,019 | 315,019 | 315,019 | 315,019 | 315,019 | 315,019 |
Weighted-average strike price per unit (in dollars per unit) | $ / lb | 1.04 | 1.04 | 1.04 | 1.04 | 1.04 | 1.04 |
Derivative Instruments and He52
Derivative Instruments and Hedging Activities (Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives designated as hedging instruments under ASC 815 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 9,494 | $ 25,439 |
Liability Derivatives, Fair Value | 21,606 | 17,614 |
Derivatives not designated as hedging instruments under ASC 815 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 3,457 | 3,172 |
Liability Derivatives, Fair Value | 9,791 | 16,632 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 7,535 | 20,057 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 1,959 | 5,382 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 15,300 | 13,851 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Other long term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 6,306 | 3,763 |
Foreign currency forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 2,117 | 3,130 |
Foreign currency forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 3,375 | 2,947 |
Commodity forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 587 | 0 |
Commodity forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 753 | 42 |
Commodity forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 5,394 | 10,876 |
Commodity forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Other long term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | $ 1,022 | $ 2,809 |
Derivative Instruments and He53
Derivative Instruments and Hedging Activities (Income Statement Disclosures) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Foreign currency forward contracts | Net revenue | Derivatives designated as hedging instruments under ASC 815 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive (Loss)/Income | $ (19,317) | $ 45,017 |
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | 8,466 | 10,801 |
Foreign currency forward contracts | Cost of revenue | Derivatives designated as hedging instruments under ASC 815 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive (Loss)/Income | 880 | (7,061) |
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | (4,633) | (1,519) |
Foreign currency forward contracts | Other, net | Derivatives not designated as hedging instruments under ASC 815 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) on Derivatives Recognized in Net Income | (3,877) | 4,708 |
Commodity forward contracts | Other, net | Derivatives not designated as hedging instruments under ASC 815 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) on Derivatives Recognized in Net Income | $ 5,308 | $ (1,406) |
Other, Net (Details)
Other, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
Currency remeasurement gain/(loss) on net monetary assets | $ 4,303 | $ (5,668) |
Gain/(loss) on commodity forward contracts | 5,308 | (1,406) |
(Loss)/gain on foreign currency forward contracts | (3,877) | 4,708 |
Loss on debt financing | 0 | (19,564) |
Other | (246) | 173 |
Total Other, net | $ 5,488 | $ (21,757) |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reporting segments | segment | 2 | |
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | $ 796,549 | $ 750,685 |
Profit from operations | 113,587 | 102,391 |
Amortization of intangible assets | (50,447) | (45,809) |
Restructuring and special charges | (855) | (720) |
Interest expense, net | (42,268) | (34,761) |
Other, net | 5,488 | (21,757) |
Income before taxes | 76,807 | 45,873 |
Performance Sensing | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 597,175 | 591,252 |
Sensing Solutions | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 199,374 | 159,433 |
Operating Segments | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Profit from operations | 209,035 | 193,090 |
Operating Segments | Performance Sensing | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Profit from operations | 145,787 | 143,872 |
Operating Segments | Sensing Solutions | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Profit from operations | 63,248 | 49,218 |
Corporate and other | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Profit from operations | (44,146) | (44,170) |
Segment Reconciling Items | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Amortization of intangible assets | (50,447) | (45,809) |
Restructuring and special charges | $ (855) | $ (720) |
Net Income per Share Schedule o
Net Income per Share Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Basic weighted-average ordinary shares outstanding (in shares) | 170,404 | 169,487 |
Dilutive effect of stock options (in shares) | 590 | 1,567 |
Dilutive effect of unvested restricted securities (in shares) | 263 | 208 |
Diluted weighted-average ordinary shares outstanding (in shares) | 171,257 | 171,262 |
Net Income per Share Schedule57
Net Income per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Anti-dilutive shares excluded | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,276 | 622 |
Contingently issuable shares excluded | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 427 | 297 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Dec. 01, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,014,927,000 | $ 3,019,743,000 | ||
CST | ||||
Business Acquisition [Line Items] | ||||
Acquisition price | $ 1,001,800,000 | |||
Accounts receivable | 41,352,000 | |||
Inventories | 42,692,000 | |||
Prepaid expenses and other current assets | 14,658,000 | |||
Property, plant and equipment | 29,474,000 | |||
Other intangible assets | 535,884,000 | |||
Goodwill | 582,562,000 | |||
Other non-current assets | 39,000 | |||
Accounts payable | (19,088,000) | |||
Accrued expenses and other current liabilities | (27,016,000) | |||
Deferred income tax liabilities | (203,144,000) | |||
Pension and post-retirement benefit obligations | (3,767,000) | |||
Other long term liabilities | (415,000) | |||
Fair value of net assets acquired, excluding cash and cash equivalents | 993,231,000 | |||
Cash and cash equivalents | 8,612,000 | |||
Fair value of net assets acquired | 1,001,843,000 | |||
Pro forma net revenue | $ 831,139,000 | |||
Pro forma net income | $ 43,074,000 | |||
Goodwill expected to be deductible | $ 0 | |||
Weighted-Average Life (years) | 16 years | |||
Completed technologies | CST | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 184,890,000 | |||
Weighted-Average Life (years) | 16 years | |||
Customer relationships | CST | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 308,496,000 | |||
Weighted-Average Life (years) | 15 years | |||
Tradenames | CST | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 41,900,000 | |||
Weighted-Average Life (years) | 25 years | |||
Computer software | CST | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 598,000 | |||
Weighted-Average Life (years) | 2 years |