Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 13, 2017 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 170,879,763 | ||
Entity Public Float | $ 5.9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 351,428 | $ 342,263 |
Accounts receivable, net of allowances of $11,811 and $9,535 as of December 31, 2016 and 2015, respectively | 500,211 | 467,567 |
Inventories | 389,844 | 358,701 |
Prepaid expenses and other current assets | 100,002 | 109,392 |
Total current assets | 1,341,485 | 1,277,923 |
Property, plant and equipment, net | 725,754 | 694,155 |
Goodwill | 3,005,464 | 3,019,743 |
Other intangible assets, net | 1,075,431 | 1,262,572 |
Deferred income tax assets | 20,695 | 26,417 |
Other assets | 72,147 | 18,100 |
Total assets | 6,240,976 | 6,298,910 |
Current liabilities: | ||
Current portion of long-term debt, capital lease and other financing obligations | 14,643 | 300,439 |
Accounts payable | 299,198 | 290,779 |
Income taxes payable | 23,889 | 21,968 |
Accrued expenses and other current liabilities | 245,566 | 251,989 |
Total current liabilities | 583,296 | 865,175 |
Deferred income tax liabilities | 392,628 | 390,490 |
Pension and other post-retirement benefit obligations | 34,878 | 34,314 |
Capital lease and other financing obligations, less current portion | 32,369 | 36,219 |
Long-term debt, net of discount and deferred financing costs, less current portion | 3,226,582 | 3,264,333 |
Other long-term liabilities | 29,216 | 39,803 |
Total liabilities | 4,298,969 | 4,630,334 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity: | ||
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued | 2,289 | 2,289 |
Treasury shares, at cost, 7,557 and 8,038 shares as of December 31, 2016 and 2015, respectively | (306,505) | (324,994) |
Additional paid-in capital | 1,643,449 | 1,626,024 |
Retained earnings | 636,841 | 391,247 |
Accumulated other comprehensive loss | (34,067) | (25,990) |
Total shareholders’ equity | 1,942,007 | 1,668,576 |
Total liabilities and shareholders’ equity | $ 6,240,976 | $ 6,298,910 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) $ in Thousands | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Assets, Current [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ | $ 11,811 | $ 9,535 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Ordinary shares authorized (in shares) | 400,000,000 | 400,000,000 |
Ordinary shares issued (in shares) | 178,437,000 | 178,437,000 |
Treasury Stock (in shares) | 7,557,000 | 8,038,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net revenue | $ 3,202,288 | $ 2,974,961 | $ 2,409,803 |
Operating costs and expenses: | |||
Cost of revenue | 2,084,261 | 1,977,799 | 1,567,334 |
Research and development | 126,665 | 123,666 | 82,178 |
Selling, general and administrative | 293,587 | 271,361 | 220,105 |
Amortization of intangible assets | 201,498 | 186,632 | 146,704 |
Restructuring and special charges | 4,113 | 21,919 | 21,893 |
Total operating costs and expenses | 2,710,124 | 2,581,377 | 2,038,214 |
Profit from operations | 492,164 | 393,584 | 371,589 |
Interest expense, net | (165,818) | (137,626) | (106,104) |
Other, net | (4,901) | (50,329) | (12,059) |
Income before taxes | 321,445 | 205,629 | 253,426 |
Provision for/(benefit from) income taxes | 59,011 | (142,067) | (30,323) |
Net income | $ 262,434 | $ 347,696 | $ 283,749 |
Basic net income per share (in dollars per share) | $ 1.54 | $ 2.05 | $ 1.67 |
Diluted net income per share (in dollars per share) | $ 1.53 | $ 2.03 | $ 1.65 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Net income | $ 262,434 | $ 347,696 | $ 283,749 |
Other comprehensive (loss)/income, net of tax: | |||
Deferred (loss)/gain on derivative instruments, net of reclassifications | (3,829) | (13,726) | 25,190 |
Defined benefit and retiree healthcare plans | (4,248) | (516) | (3,831) |
Other comprehensive (loss)/income | (8,077) | (14,242) | 21,359 |
Comprehensive income | $ 254,357 | $ 333,454 | $ 305,108 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 262,434 | $ 347,696 | $ 283,749 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 106,903 | 96,051 | 65,804 |
Amortization of deferred financing costs and original issue discounts | 7,334 | 6,456 | 5,118 |
Currency remeasurement gain on debt | (324) | (1,924) | (771) |
Share-based compensation | 17,425 | 15,326 | 12,985 |
Loss on debt financing | 0 | 34,335 | 3,750 |
Amortization of inventory step-up to fair value | 2,319 | 1,820 | 5,576 |
Amortization of intangible assets | 201,498 | 186,632 | 146,704 |
Deferred income taxes | 8,344 | (179,009) | (59,156) |
Gains from insurance proceeds | 0 | 0 | (2,417) |
Unrealized loss on hedges and other non-cash items | 9,522 | 1,334 | 5,003 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable, net | (33,013) | 18,618 | (26,287) |
Inventories | (37,500) | 40,526 | (77,473) |
Prepaid expenses and other current assets | 6,956 | (9,857) | 2,915 |
Accounts payable and accrued expenses | (21,432) | (38,034) | 19,189 |
Income taxes payable | (1,938) | 14,452 | 849 |
Other | (7,003) | (1,291) | (2,970) |
Net cash provided by operating activities | 521,525 | 533,131 | 382,568 |
Cash flows from investing activities: | |||
Acquisition of CST, net of cash received | 4,688 | (996,871) | 0 |
Acquisition of Schrader, net of cash received | 0 | (958) | (995,315) |
Other acquisitions, net of cash received | 0 | 3,881 | (298,423) |
Additions to property, plant and equipment and capitalized software | (130,217) | (177,196) | (144,211) |
Investment in equity securities | (50,000) | 0 | 0 |
Insurance proceeds | 0 | 0 | 2,417 |
Proceeds from sale of assets | 751 | 4,775 | 5,467 |
Net cash used in investing activities | (174,778) | (1,166,369) | (1,430,065) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options and issuance of ordinary shares | 3,944 | 19,411 | 24,909 |
Proceeds from issuance of debt | 0 | 2,795,120 | 1,190,500 |
Payments on debt | (336,256) | (2,000,257) | (76,375) |
Repurchase of ordinary shares from SCA | 0 | 0 | (169,680) |
Payments to repurchase ordinary shares | (4,752) | (50) | (12,094) |
Payments of debt issuance cost | (518) | (50,052) | (16,330) |
Net cash (used in)/provided by financing activities | (337,582) | 764,172 | 940,930 |
Net change in cash and cash equivalents | 9,165 | 130,934 | (106,567) |
Cash and cash equivalents, beginning of year | 342,263 | 211,329 | 317,896 |
Cash and cash equivalents, end of year | 351,428 | 342,263 | 211,329 |
Supplemental cash flow items: | |||
Cash paid for interest | 155,925 | 125,370 | 87,774 |
Cash paid for income taxes | $ 43,152 | $ 41,301 | $ 41,126 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Retained Earnings/ (Accumulated Deficit) | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2013 | $ 1,141,588 | $ 2,289 | $ (236,346) | $ 1,596,544 | $ (187,792) | $ (33,107) |
Balance (shares) at Dec. 31, 2013 | 178,437 | (6,462) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of ordinary shares for employee stock plans | 392 | $ 264 | 128 | |||
Issuance of ordinary shares for employee stock plans (shares) | 9 | |||||
Repurchase of ordinary shares | $ (181,774) | $ (181,774) | ||||
Repurchase of ordinary shares (shares) | (4,300) | (4,305) | ||||
Stock options exercised | $ 24,517 | $ 50,995 | 657 | (27,135) | ||
Stock options exercised (shares) | 1,589 | 1,589 | ||||
Vesting of restricted securities | $ 1,589 | (1,589) | ||||
Vesting of restricted securities (shares) | 49 | |||||
Share-based compensation | $ 13,061 | 13,061 | ||||
Net income | 283,749 | 283,749 | ||||
Other comprehensive (loss)/income | 21,359 | 21,359 | ||||
Balance at Dec. 31, 2014 | 1,302,892 | $ 2,289 | $ (365,272) | 1,610,390 | 67,233 | (11,748) |
Balance (shares) at Dec. 31, 2014 | 178,437 | (9,120) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of ordinary shares for employee stock plans | 267 | $ 195 | 72 | |||
Issuance of ordinary shares for employee stock plans (shares) | 5 | |||||
Surrender of shares for tax withholding | (2,507) | $ (2,507) | ||||
Surrender of shares for tax withholding (shares) | (54) | |||||
Stock options exercised | $ 19,144 | $ 38,199 | 236 | (19,291) | ||
Stock options exercised (shares) | 1,016 | 1,016 | ||||
Vesting of restricted securities | $ 4,391 | (4,391) | ||||
Vesting of restricted securities (shares) | 115 | |||||
Share-based compensation | $ 15,326 | 15,326 | ||||
Net income | 347,696 | 347,696 | ||||
Other comprehensive (loss)/income | (14,242) | (14,242) | ||||
Balance at Dec. 31, 2015 | 1,668,576 | $ 2,289 | $ (324,994) | 1,626,024 | 391,247 | (25,990) |
Balance (shares) at Dec. 31, 2015 | 178,437 | (8,038) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Surrender of shares for tax withholding | (2,295) | $ (2,295) | ||||
Surrender of shares for tax withholding (shares) | (62) | |||||
Stock options exercised | $ 3,944 | $ 13,698 | 0 | (9,754) | ||
Stock options exercised (shares) | 358 | 358 | ||||
Vesting of restricted securities | $ 0 | $ 7,086 | 0 | (7,086) | ||
Vesting of restricted securities (shares) | 185 | |||||
Share-based compensation | 17,425 | 17,425 | ||||
Net income | 262,434 | 262,434 | ||||
Other comprehensive (loss)/income | (8,077) | (8,077) | ||||
Balance at Dec. 31, 2016 | $ 1,942,007 | $ 2,289 | $ (306,505) | $ 1,643,449 | $ 636,841 | $ (34,067) |
Balance (shares) at Dec. 31, 2016 | 178,437 | (7,557) |
Business Description and Basis
Business Description and Basis of Presentation | 12 Months Ended |
Dec. 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 consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding N.V. ("Sensata Technologies Holding") and its wholly-owned subsidiaries, collectively referred to as the “Company,” “Sensata,” “we,” “our,” or “us.” Sensata Technologies Holding is incorporated under the laws of the Netherlands and conducts its operations through subsidiary companies that operate business and product development centers 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, 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 vehicle off-road ("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, 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 ("DC") to alternating current ("AC") power inverters, which enable the operation of electronic equipment when grid power is not available. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity. All intercompany balances and transactions have been eliminated. All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. Certain reclassifications have been made to prior periods to conform to current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise our judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. Estimates are used when accounting for certain items such as allowances for doubtful accounts and sales returns, depreciation and amortization, inventory obsolescence, asset impairments (including goodwill and other intangible assets), contingencies, the value of share-based compensation, the determination of accrued expenses, certain asset valuations including deferred tax asset valuations, the useful lives of property and equipment, post-retirement obligations, and the accounting for business combinations. The accounting estimates used in the preparation of the consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and/or as the operating environment changes. Actual results could differ from those estimates. Cash and Cash Equivalents Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition ("ASC 605"). Revenue and related cost of revenue from product sales are recognized when the significant risks and rewards of ownership have been transferred, title to the product and risk of loss transfers to our customers, and collection of sales proceeds is reasonably assured. Based on these criteria, revenue is generally recognized when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement. Product sales are recorded net of trade discounts (including volume and early payment incentives), sales returns, value-added tax, and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our revenue and have been within our estimates. Many of our products are designed and engineered to meet customer specifications. These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to customers. Customer arrangements do not involve post-installation or post-sale testing and acceptance. Share-Based Compensation ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), requires that a company measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted stock units, and recognize as compensation expense that fair value over the requisite service period. We estimate the fair value of options on the date of grant using the Black-Scholes-Merton option-pricing model. Key assumptions used in estimating the grant-date fair value of these options are as follows: the fair value of the ordinary shares, expected term, expected volatility, risk-free interest rate, and expected dividend yield. Significant factors used in determining these assumptions are detailed below. The expected term, which is a key factor in measuring the fair value and related compensation cost of share-based payments, has been determined by comparing the terms of our options granted against those of publicly-traded companies within our industry. We consider our own historical volatility, as well as the historical and implied volatilities of publicly-traded companies within our industry, in estimating expected volatility for options. Implied volatility provides a forward-looking indication and may offer insight into expected industry volatility. The risk-free interest rate is based on the yield for a U.S. Treasury security having a maturity similar to the expected term of the related option grant. The dividend yield of 0% is based on our history of having never declared or paid any dividends on our ordinary shares, and our current intention of not declaring any such dividends in the foreseeable future. See Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities," included elsewhere in this Annual Report on Form 10-K for further discussion of limitations on our ability to pay dividends. Restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange on the date of the grant. Certain of our restricted securities include performance conditions that require us to estimate the probable outcome of the performance condition. This assessment is based on management's judgment using internally developed forecasts and is assessed at each reporting period. Compensation cost is recorded if it is probable that the performance condition will be achieved. Under the fair value recognition provisions of ASC 718, we recognize share-based compensation net of estimated forfeitures and, therefore, only recognize compensation cost for those awards expected to vest over the requisite service period. Compensation expense recognized for each award ultimately reflects the number of units that actually vest. Share-based compensation expense is generally recognized as a component of Selling, general and administrative (“SG&A”) expense, which is consistent with where the related employee costs are recorded. Refer to further discussion of share-based payments in Note 11, "Share-Based Payment Plans." Financial Instruments Derivative financial instruments: We maintain derivative financial instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer. We believe there are no significant concentrations of risk associated with our derivative financial instruments. We account for our derivative financial instruments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) and with ASC Topic 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, we record all derivatives on the balance sheet at fair value. The accounting for the change in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative as a hedging instrument for accounting purposes, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In addition, ASC 815 provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. We do not use derivative financial instruments for trading or speculation purposes. We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We enter into forward contracts for certain foreign currencies, including the Euro, Japanese yen, Mexican peso, Chinese renminbi, Korean won, Malaysian ringgit, and British pound sterling. The fair value of foreign currency forward contracts is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. These analyses utilize observable market-based inputs, including foreign exchange rates, and reflect the contractual terms of these instruments, including the period to maturity. Certain of these contracts have not been designated as accounting hedges, and in accordance with ASC 815, we recognize the changes in the fair value of these contracts in the consolidated statements of operations. The specific contractual terms utilized as inputs in determining fair value, and a discussion of the nature of the risks being mitigated by these instruments, are detailed in Note 16, “Derivative Instruments and Hedging Activities,” under the caption Hedges of Foreign Currency Risk. We enter into forward contracts for certain commodities, including silver, gold, nickel, aluminum, copper, platinum, and palladium used in the manufacturing of our products. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. The fair value of our commodity forward contracts is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. These analyses utilize observable market-based inputs, including commodity forward curves, and reflect the contractual terms of these instruments, including the period to maturity. These contracts have not been designated as accounting hedges. In accordance with ASC 815, we recognize changes in the fair value of these contracts in the consolidated statements of operations. The specific contractual terms utilized as inputs in determining fair value, and a discussion of the nature of the risks being mitigated by these instruments, are detailed in Note 16, “Derivative Instruments and Hedging Activities,” under the caption Hedges of Commodity Risk . We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. We report cash flows arising from our derivative financial instruments consistent with the classification of cash flows from the underlying hedged items. Refer to further discussion on derivative instruments in Note 16, "Derivative Instruments and Hedging Activities." Trade accounts receivable: Trade accounts receivable are recorded at invoiced amounts and do not bear interest. Trade accounts receivable are reduced by an allowance for losses on receivables, as described elsewhere in this Note. Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers. Our largest customer accounted for approximately 9% of our Net revenue for the year ended December 31, 2016 . Goodwill and Other Intangible Assets Businesses acquired are recorded at their fair value on the date of acquisition, with the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed recognized as goodwill. In accordance with the requirements of ASC Topic 350, Intangibles—Goodwill and Other ("ASC 350"), goodwill and intangible assets determined to have an indefinite useful life are not amortized. Instead these assets are evaluated for impairment on an annual basis, and whenever events or business conditions change that could indicate that the asset is impaired. We evaluate goodwill and indefinite-lived intangible assets for impairment in the fourth quarter of each fiscal year, unless events occur which trigger the need for an earlier impairment review. Goodwill: We have five reporting units: Performance Sensing, Electrical Protection, Power Management, Industrial Sensing, and Interconnection. These reporting units have been identified based on the definitions and guidance provided in ASC 350. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. As businesses are acquired, we assign them to an existing reporting unit or create a new reporting unit. Goodwill is assigned to reporting units as of the date of the related acquisition. We view some assets and liabilities, such as cash and cash equivalents, property, plant and equipment associated with our corporate offices, and debt, as being corporate in nature. Accordingly, we do not assign these assets and liabilities to our reporting units. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its net book value. If we elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its net book value, then we perform the two-step goodwill impairment test. In the first step of the two-step goodwill impairment test, we compare the estimated fair values of our reporting units to their respective net book values, including goodwill, to determine whether there is an indicator of potential impairment. If the net book value of a reporting unit exceeds its estimated fair value, we conduct a second step in which we calculate the implied fair value of goodwill. If the carrying value of the reporting unit’s goodwill exceeds its calculated implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its identifiable assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination at the date of assessment, and the fair value of the reporting unit was the purchase price. The excess of the fair value of the reporting unit over the sum of the fair values of each of its identifiable assets and liabilities is the implied fair value of goodwill. The calculation of the fair value of our reporting units is considered a level 3 fair value measurement. We used the qualitative method to assess goodwill for impairment as of October 1, 2016. Indefinite-lived intangible assets: We perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment review that requires us to estimate the fair value of the indefinite–lived intangible asset and compare that amount to its carrying value. We estimate the fair value by using the relief–from–royalty method which requires us to make assumptions about future conditions impacting the value of the indefinite–lived intangible assets, including projected growth rates, cost of capital, effective tax rates, and royalty rates. Impairment, if any, is based on the excess of the carrying value over the fair value of these assets. Definite-lived intangible assets: Definite-lived intangible assets are amortized over the estimated useful life of the asset, using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are consumed. If that pattern cannot be reliably determined, then we amortize the intangible asset using the straight-line method. Capitalized software is amortized on a straight-line basis over its estimated useful life. Capitalized software licenses are amortized on a straight-line basis over the lesser of the term of the license, or the estimated useful life of the software. Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our definite-lived intangible assets to be held and used are impaired. If we determine these facts or circumstances exist, we estimate the recoverability of these assets by comparing the projected undiscounted net cash flows associated with these assets to their respective carrying values. If the sum of the projected undiscounted net cash flows falls below the carrying value of the assets, the impairment charge is based on the excess of the carrying value over the fair value of those assets. We determine fair value by using the appropriate income approach valuation methodology, depending on the nature of the intangible asset. Refer to Note 5, "Goodwill and Other Intangible Assets," for further details of our goodwill and other intangible assets. Debt Instruments A premium or discount on a debt instrument is recorded on the balance sheet as an adjustment to the carrying amount of the debt liability. In general, amounts paid to creditors are considered a reduction in the proceeds received from the issuance of the debt and are accounted for as a component of the premium or discount on the issuance, not as an issuance cost. 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"). ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. As a result of this new guidance, beginning in 2016, direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs, and underwriters' fees, among others, paid to parties other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of Interest expense, net in the consolidated statements of operations. In accounting for debt refinancing transactions, we apply the provisions of ASC Subtopic 470-50, Modifications and Extinguishments (“ASC 470-50”). Our evaluation of the accounting under ASC 470-50 is done on a creditor by creditor basis in order to determine if the terms of the debt are substantially different and, as a result, whether to apply modification or extinguishment accounting. In the event that an individual holder of existing debt did not invest in new debt, we apply extinguishment accounting. Borrowings associated with individual holders of new debt that are not holders of existing debt are accounted for as new issuances. Refer to Note 8, "Debt," for further details of our debt instruments and transactions. Income Taxes We provide for income taxes utilizing the asset and liability method. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date. In accordance with ASC Topic 740, Income Taxes ("ASC 740"), penalties and interest related to unrecognized tax benefits may be classified as either income taxes or another expense line item in the consolidated statements of operations. We classify interest and penalties related to unrecognized tax benefits within the Provision for/(benefit from) income taxes line of the consolidated statements of operations. Refer to Note 9, "Income Taxes," for further details on our income taxes. Pension and Other Post-Retirement Benefit Plans We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries. The estimates of the obligations and related expense of these plans recorded in the financial statements are based on certain assumptions. The most significant assumptions relate to discount rate, expected return on plan assets, and rate of increase in healthcare costs. Other assumptions used include employee demographic factors such as compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these assumptions annually. Our review of demographic assumptions includes analyzing historical patterns and/or referencing industry standard tables, combined with our expectations around future compensation and staffing strategies. The difference between these assumptions and our actual experience results in the recognition of an actuarial gain or loss. Actuarial gains and losses are recorded directly to Other comprehensive (loss)/income. If the total net actuarial gain or loss included in Accumulated other comprehensive loss exceeds a threshold of 10% of the greater of the projected benefit obligation or the market related value of plan assets, it is subject to amortization and recorded as a component of net periodic pension cost over the average remaining service lives of the employees participating in the pension or post-retirement benefit plan. The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants. It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements. In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effect of call provisions and differences in the timing and amounts of cash outflows related to the bonds. In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates. To determine the expected return on plan assets, we consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds. The rate of increase of healthcare costs directly impacts the estimate of our future obligations in connection with our post-retirement medical benefits. Our estimate of healthcare cost trends is based on historical increases in healthcare costs under similarly designed plans, the level of increase in healthcare costs expected in the future, and the design features of the underlying plan. We have adopted use of the Retirement Plan ("RP") 2014 mortality tables with the updated Mortality Projection ("MP") 2016 mortality improvement scale as issued by the Society of Actuaries in 2016 for our U.S. defined benefit plans. The updated MP 2016 mortality improvement scale reflects improvements in longevity as compared to the MP 2015 mortality improvement scale the Society of Actuaries issued in 2015, primarily because it includes actual Social Security mortality data for 2012, 2013 and 2014. The MP projection scale is used to factor in projected mortality improvements over time, based on age and date of birth (i.e., two-dimension generational). Refer to Note 10, "Pension and Other Post-Retirement Benefits," for further information on our pension and other post-retirement benefit plans. Allowance for Losses on Receivables The allowance for losses on receivables is used to provide for potential impairment of receivables. The allowance represents an estimate of probable but unconfirmed losses in the receivable portfolio. We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience. Customers are generally not required to provide collateral for purchases. The allowance for losses on receivables also includes an allowance for sales returns. Management judgments are used to determine when to charge off uncollectible trade accounts receivable. We base these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability and intent to pay. Losses on receivables have not historically been significant. Inventories Inventories are stated at the lower of cost or estimated net realizable value. Cost for raw materials, work-in-process, and finished goods is determined based on a first-in, first-out ("FIFO") basis and includes material, labor, and applicable manufacturing overhead. We conduct quarterly inventory reviews for salability and obsolescence, and inventory considered unlikely to be sold is adjusted to net realizable value. Refer to Note 4, "Inventories," for details of our inventory balances. Property, Plant and Equipment ("PP&E") and Other Capitalized Costs PP&E is stated at cost, and in the case of plant and equipment, is depreciated on a straight-line basis over its estimated economic useful life. The depreciable lives of plant and equipment are as follows: Buildings and improvements 2 – 40 years Machinery and equipment 2 – 15 years Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated economic useful lives of the improvements. Assets held under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization expense associated with capital leases, which is included within depreciation expense, is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease, unless ownership is transferred by the end of the lease or there is a bargain purchase option, in which case the asset is amortized, normally on a straight-line basis, over the useful life that would be assigned if the asset were owned. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. Refer to Note 3, "Property, Plant and Equipment," for details of our PP&E balances. Foreign Currency For financial reporting purposes, the functional currency of all of our subsidiaries is the U.S. dollar because of the significant influence of the U.S. dollar on our operations. In certain instances, we enter into transactions that are denominated in a currency other than the U.S. dollar. At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in U.S. dollars using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the U.S. dollar are adjusted to the U.S. dollar using the current exchange rate, with gains or losses recorded in Other, net in the consolidated statements of operations. Other, net Other, net for the years ended December 31, 2016 , 2015 , and 2014 consisted of the following: For the year ended December 31, 2016 2015 2014 Currency remeasurement loss on net monetary assets $ (10,621 ) (9,613 ) (6,912 ) Loss on debt financing — (25,538 ) (1,875 ) Gain/(loss) on commodity forward contracts 7,399 (18,468 ) (9,017 ) (Loss)/gain on foreign currency forward contracts (1,850 ) 3,606 5,469 Other 171 (316 ) 276 Total Other, net $ (4,901 ) $ (50,329 ) $ (12,059 ) Recently issued 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"). ASU 2015-03 requires that debt issuance costs 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 was 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 December 31, 2016 and 2015, $33.7 million and $38.3 million , respectively, of deferred financing costs were classified as a reduction of long-term debt on our consolidated balance sheets. The adoption of ASU 2015-03 did not have any impact on our statements of operations. Refer to Note 8, "Debt," for a reconciliation of the various components of long-term debt to the consolidated balance sheets. Recently issued accounting standards 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 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. ASU 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle 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. 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. 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. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of ASU 2014-09 will have a material impact on our financial statements, however, we will continue to evaluate this assessment in 2017. We intend to adopt ASU 2014-09 on January 1, 2018. We have not yet selected a transition method, but expect to do so in 2017 upon completion of further analysis. 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 fina |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment PP&E as of December 31, 2016 and 2015 consisted of the following: December 31, December 31, Land $ 23,316 $ 21,715 Buildings and improvements 236,547 227,665 Machinery and equipment 1,025,900 919,287 PP&E, gross 1,285,763 1,168,667 Accumulated depreciation (560,009 ) (474,512 ) PP&E, net $ 725,754 $ 694,155 Depreciation expense for PP&E, including amortization of assets under capital leases, totaled $106.9 million , $96.1 million , and $65.8 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. PP&E as of December 31, 2016 and 2015 included the following assets under capital leases: December 31, December 31, PP&E recognized under capital leases $ 44,637 $ 44,259 Accumulated amortization (18,410 ) (16,308 ) Net PP&E recognized under capital leases $ 26,227 $ 27,951 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories as of December 31, 2016 and 2015 were as follows: December 31, December 31, Finished goods $ 169,304 $ 154,827 Work-in-process 74,810 62,084 Raw materials 145,730 141,790 Total $ 389,844 $ 358,701 As of December 31, 2016 and 2015 , inventories totaling $10.3 million and $10.1 million , respectively, had been consigned to customers. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table outlines the changes in goodwill, by segment: Performance Sensing Sensing Solutions Total Gross Accumulated Net Gross Accumulated Net Gross Accumulated Net Balance as of December 31, 2014 $ 1,994,623 $ — $ 1,994,623 $ 448,638 $ (18,466 ) $ 430,172 $ 2,443,261 $ (18,466 ) $ 2,424,795 CST Acquisition 147,433 — 147,433 439,944 — 439,944 587,377 — 587,377 DeltaTech - purchase accounting adjustment 2,441 — 2,441 — — — 2,441 — 2,441 Schrader - purchase accounting adjustment 5,130 — 5,130 — — — 5,130 — 5,130 Balance as of December 31, 2015 2,149,627 — 2,149,627 888,582 (18,466 ) 870,116 3,038,209 (18,466 ) 3,019,743 CST - purchase accounting adjustment (1,492 ) — (1,492 ) (12,787 ) — (12,787 ) (14,279 ) — (14,279 ) Balance as of December 31, 2016 $ 2,148,135 $ — $ 2,148,135 $ 875,795 $ (18,466 ) $ 857,329 $ 3,023,930 $ (18,466 ) $ 3,005,464 Goodwill attributed to acquisitions reflects our allocation of purchase price to the estimated fair value of certain assets acquired and liabilities assumed. The purchase accounting adjustments above generally reflect revisions in fair value estimates of liabilities assumed and tangible and intangible assets acquired, as well as an adjustment to arrive at the final allocation of goodwill to our segments based on a methodology utilizing anticipated future earnings of the components of the business. We have evaluated our goodwill for impairment as of October 1, 2016 using the qualitative method, and have determined that it was more likely than not that the fair values of our reporting units exceeded their carrying values on that date. We have evaluated our indefinite-lived intangible assets (other than goodwill) for impairment as of October 1, 2016 using the quantitative method, and have determined that the fair values of these indefinite-lived intangible assets exceeded their carrying values on that date. Should certain assumptions change that were used in the qualitative analysis of goodwill, or in the development of the fair value of our indefinite-lived intangible assets, we may be required to recognize goodwill or intangible asset impairments. The following table outlines the components of definite-lived intangible assets, excluding goodwill, as of December 31, 2016 and 2015 : Weighted- December 31, 2016 December 31, 2015 Gross Accumulated Accumulated Net Gross Accumulated Accumulated Net Completed technologies 14 $ 729,168 $ (358,500 ) $ (2,430 ) $ 368,238 $ 726,598 $ (293,564 ) $ (2,430 ) $ 430,604 Customer relationships 11 1,771,198 (1,196,961 ) (12,144 ) 562,093 1,765,704 (1,070,460 ) (12,144 ) 683,100 Non-compete agreements 8 23,400 (23,400 ) — — 23,400 (23,400 ) — — Tradenames 22 50,754 (8,672 ) — 42,082 50,754 (5,901 ) — 44,853 Capitalized software (1) 7 54,284 (19,736 ) — 34,548 55,151 (19,606 ) — 35,545 Total 12 $ 2,628,804 $ (1,607,269 ) $ (14,574 ) $ 1,006,961 $ 2,621,607 $ (1,412,931 ) $ (14,574 ) $ 1,194,102 (1) During the year ended December 31, 2016, we wrote-off approximately $7.2 million of fully-amortized capitalized software that was not in use. The following table outlines Amortization of intangible assets for the years ended December 31, 2016 , 2015 , and 2014 : December 31, 2016 December 31, 2015 December 31, 2014 Acquisition-related definite-lived intangible assets $ 194,208 $ 179,785 $ 143,604 Capitalized software 7,290 6,847 3,100 Total Amortization of intangible assets $ 201,498 $ 186,632 $ 146,704 The table below presents estimated Amortization of intangible assets for the following future periods: 2017 $ 159,824 2018 $ 136,154 2019 $ 127,006 2020 $ 110,541 2021 $ 94,727 In addition to the above, we own the Klixon ® and Airpax ® tradenames, which are indefinite-lived intangible assets, as they have each been in continuous use for over 65 years , and we have no plans to discontinue using them. We have recorded $59.1 million and $9.4 million , respectively, on the consolidated balance sheets related to these tradenames. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The following discussion relates to our acquisitions during the years ended December 31, 2015 and 2014. Refer to Note 5, "Goodwill and Other Intangible Assets," for further discussion of our consolidated Goodwill and Other intangible assets, net balances. 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 $1,000.8 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 primarily 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 allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Accounts receivable $ 41,100 Inventories 40,679 Prepaid expenses and other current assets 11,227 Property, plant and equipment 42,109 Other intangible assets 541,010 Goodwill 573,096 Other assets 39 Accounts payable (19,088 ) Accrued expenses and other current liabilities (29,184 ) Deferred income tax liabilities (204,623 ) Pension and other post-retirement benefit obligations (3,767 ) Other long term liabilities (415 ) Fair value of net assets acquired, excluding cash and cash equivalents 992,183 Cash and cash equivalents 8,612 Fair value of net assets acquired $ 1,000,795 The allocation of the purchase price related to this acquisition was finalized in the fourth quarter of 2016 and was based on management’s judgments after evaluating several factors, including valuation assessments of tangible and intangible assets, and estimates of the fair values of liabilities assumed. The goodwill of $573.1 million represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for tax purposes. In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted- Average Life (years) Acquired definite-lived intangible assets: Completed technologies $ 187,460 16 Customer relationships 311,110 15 Tradenames 41,900 25 Computer software 540 2 Total $ 541,010 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. Schrader On October 14, 2014, we completed the acquisition of all of the outstanding shares of August Cayman Company, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Schrader"), for an aggregate purchase price of $1,004.7 million . Schrader is a global manufacturer of sensing and valve solutions primarily for automotive manufacturers, including tire pressure monitoring sensors ("TPMS"), and is being integrated into our Performance Sensing segment. We acquired Schrader to add TPMS and additional low pressure sensing capabilities to our current product portfolio. The allocation of the purchase price related to this acquisition was finalized in the fourth quarter of 2015. DeltaTech Controls On August 4, 2014, we completed the acquisition of all of the outstanding shares of CoActive US Holdings, Inc., the direct or indirect parent of companies comprising the DeltaTech Controls business ("DeltaTech"), from CoActive Holdings, LLC for an aggregate purchase price of $177.8 million . DeltaTech is a manufacturer of customized electronic operator controls based on magnetic position sensing technology for the construction, agriculture, and material handling industries, and has been integrated into our Performance Sensing segment. We acquired DeltaTech to expand our magnetic speed and position sensing business with new and existing customers in the HVOR market. The allocation of the purchase price related to this acquisition was finalized in the third quarter of 2015. Magnum Energy On May 29, 2014, we completed the acquisition of all of the outstanding shares of Magnum Energy Incorporated ("Magnum Energy" or "Magnum") for an aggregate purchase price of $60.6 million . Magnum is a supplier of pure sine, low-frequency inverters and inverter/chargers based in Everett, Washington. Magnum products are used in recreational vehicles and the solar/off-grid applications market. Magnum has been integrated into our Sensing Solutions segment. We acquired Magnum to complement our existing inverter business. The majority of the purchase price was allocated to intangible assets, including goodwill. The allocation of the purchase price related to this acquisition was finalized in the second quarter of 2015. Wabash Technologies On January 2, 2014, we completed the acquisition of all the outstanding shares of Wabash Worldwide Holding Corp. ("Wabash Technologies" or "Wabash") from an affiliate of Sun Capital Partners, Inc. for an aggregate purchase price of $59.6 million . Wabash develops, manufactures, and sells a broad range of custom-designed sensors and has operations in the U.S., Mexico, and the U.K. We acquired Wabash in order to complement our existing magnetic speed and position sensor product portfolio and to provide new capabilities in throttle position and transmission range sensing, while enabling additional entry points into the HVOR end-market. Wabash has been integrated into our Performance Sensing segment. Pro Forma Results CST The following unaudited table presents the pro forma Net revenue and Net income for the following periods of the combined entity had we acquired CST on January 1, 2014. Results for the year ended December 31, 2014 include only the actual results of Schrader from the acquisition date of October 14, 2014 through December 31, 2014. (Unaudited) For the year ended December 31, 2015 December 31, 2014 Pro forma net revenue $ 3,261,515 $ 2,747,403 Pro forma net income $ 345,229 $ 255,819 Pro forma net income for the year ended December 31, 2014 includes nonrecurring charges of $4.1 million related to the amortization of the step-up adjustment to record inventory at fair value and $9.3 million and $10.0 million of transaction costs and financing costs, respectively, incurred as a result of the acquisition. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued expenses and other current liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2016 and 2015 consisted of the following: December 31, December 31, Accrued compensation and benefits $ 83,008 $ 81,185 Accrued interest 36,805 26,104 Foreign currency and commodity forward contracts 26,151 27,674 Accrued restructuring and severance 14,566 14,089 Current portion of pension and post-retirement benefit obligations 2,750 3,461 Other accrued expenses and current liabilities 82,286 99,476 Total $ 245,566 $ 251,989 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our long-term debt and capital lease and other financing obligations as of December 31, 2016 and 2015 consisted of the following: December 31, 2016 December 31, 2015 Term Loan $ 937,794 $ 982,695 4.875% Senior Notes 500,000 500,000 5.625% Senior Notes 400,000 400,000 5.0% Senior Notes 700,000 700,000 6.25% Senior Notes 750,000 750,000 Revolving Credit Facility — 280,000 Less: discount (17,655 ) (20,116 ) Less: deferred financing costs (33,656 ) (38,345 ) Less: current portion (9,901 ) (289,901 ) Long-term debt, net of discount and deferred financing costs, less current portion $ 3,226,582 $ 3,264,333 Capital lease and other financing obligations $ 37,111 $ 46,757 Less: current portion (4,742 ) (10,538 ) Capital lease and other financing obligations, less current portion $ 32,369 $ 36,219 Debt Transactions In May 2011, we completed a series of transactions designed to refinance our then existing indebtedness. These transactions included the issuance and sale of $700.0 million aggregate principal amount of 6.5% senior notes due 2019 (the " 6.5% Senior Notes") and the execution of a credit agreement (the "Credit Agreement") providing for senior secured credit facilities (the "Senior Secured Credit Facilities"), consisting of a term loan facility (the "Original Term Loan"), which was offered at an original principal amount of $1,100.0 million and an original issue price of 99.5% , and a $250.0 million revolving credit facility (as amended, the "Revolving Credit Facility"). Refer to the section entitled Senior Secured Credit Facilities below for additional details on the Revolving Credit Facility. In April 2013, we completed the issuance and sale of $500.0 million aggregate principal amount of 4.875% senior notes due 2023 (the " 4.875% Senior Notes"). We used the proceeds from the issuance and sale of these notes, together with cash on hand, to (1) repay $700.0 million of the Original Term Loan, (2) pay all accrued interest on such indebtedness, and (3) pay all fees and expenses in connection with the issuance and sale of the 4.875% Senior Notes. In October 2014, we completed a series of financing transactions (the "2014 Financing Transactions") in order to fund the acquisition of Schrader. The 2014 Financing Transactions included the issuance and sale of $400.0 million in aggregate principal amount of 5.625% senior notes due 2024 (the " 5.625% Senior Notes") and the entry into a third amendment (the "Third Amendment") to the Credit Agreement that provided for a $600.0 million additional term loan (the "Incremental Term Loan"), which was offered at an original issue price of 99.25% . The net proceeds from the 2014 Financing Transactions, together with cash on hand, were used to (1) fund the acquisition of Schrader, (2) permanently repay all outstanding indebtedness under Schrader's existing credit facilities, and (3) pay all related fees and expenses in connection with the 2014 Financing Transactions and the acquisition of Schrader. On March 26, 2015, we completed a series of financing transactions (the "2015 Financing 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 $700.0 million aggregate principal amount of 5.0% senior notes due 2025 (the " 5.0% Senior Notes"), and the entry into an amendment (the "Fifth Amendment") to the Credit Agreement. The Fifth Amendment (1) increased the amount available for borrowing under the Revolving Credit Facility by $100.0 million to $350.0 million in the aggregate, (2) extended the maturity date of the Revolving Credit Facility to March 26, 2020, and (3) revised certain fees related to the Revolving Credit Facility. On April 29, 2015, we redeemed the remaining $79.1 million principal amount of 6.5% Senior Notes (the "Redemption"). On May 11, 2015, we entered into an amendment (the "Sixth Amendment") of the Credit Agreement. Pursuant to the Sixth Amendment, the Original Term Loan and the Incremental Term Loan (together, the "Refinanced Term Loans") were prepaid in full, and a new term loan (the "Term Loan") was entered into in an aggregate principal amount equal to the sum of the outstanding balances of the Refinanced Term Loans. Refer to the section entitled Senior Secured Credit Facilities below for additional details on the Term Loan. On September 29, 2015, we entered into an amendment (the “Seventh Amendment") of the Credit Agreement. The Seventh Amendment increased the amount available for borrowing on the Revolving Credit Facility by $70.0 million to $420.0 million . On November 27, 2015, we completed the issuance and sale of $750.0 million aggregate principal amount of 6.25% senior notes due 2026 (the “ 6.25% Senior Notes”). We used the proceeds from the issuance and sale of these notes, together with $250.0 million in borrowings on the Revolving Credit Facility and cash on hand, to fund the acquisition of CST and pay related expenses. Refer to Note 6, “Acquisitions,” for further discussion of the acquisition of CST. Senior Secured Credit Facilities All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by certain of our subsidiaries in the U.S., the Netherlands, Mexico, Japan, Belgium, Bulgaria, Malaysia, Bermuda, Luxembourg, France, Ireland, and the U.K. (collectively, the "Guarantors"). The collateral for such borrowings under the Senior Secured Credit Facilities consists of substantially all present and future property and assets of STBV, Sensata Technologies Finance Company, LLC, and the Guarantors. The Credit Agreement stipulates certain events and conditions that may require us to use excess cash flow, as defined by the terms of the Credit Agreement, generated by operating, investing, or financing activities, to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the year ended December 31, 2016. We have amended the Credit Agreement on seven occasions since its initial execution. The terms presented herein reflect the changes as a result of these various amendments. Refer to the Debt Transactions section above for additional details of the terms of material amendments. Term Loan The Term Loan, which was entered into in May 2015 in order to prepay the Refinanced Term Loans, was offered at 99.75% of par. The principal amount of the Term Loan amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount, with the balance due at maturity. At our option, under the terms of the Sixth Amendment, the Term Loan may be maintained from time to time as a Base Rate loan or a Eurodollar Rate loan (each as defined in the Sixth Amendment), each with a different determination of interest rates. Pursuant to the terms of the Sixth Amendment, the applicable margins for the Term Loan are 1.25% and 2.25% for Base Rate loans and Eurodollar Rate loans, respectively, subject to floors of 1.75% and 0.75% for Base Rate loans and Eurodollar Rate loans, respectively. As of December 31, 2016, we maintained the Term Loan as a Eurodollar Rate loan, which accrued interest at a rate of 3.02% . Revolving Credit Facility At our option, the Revolving Credit Facility may be maintained from time to time as a Base Rate loan or a Eurodollar Rate loan (each as defined in the Credit Agreement), each with a different determination of interest rates. Interest rates and fees on the Revolving Credit Facility are as follows (each depending on the achievement of certain senior secured net leverage ratios) (i) the index rate spread for Eurodollar Rate loans is 1.75% or 1.50% ; (ii) the index rate spread for Base Rate loans is 0.75% or 0.50% ; and (iii) the letter of credit fees are 1.625% or 1.375% . The original amount available for borrowing under the Revolving Credit Facility per the terms of the Credit Agreement was $250.0 million . On March 26, 2015, we executed the Fifth Amendment, which increased the amount available for borrowing under the Revolving Credit Facility to $350.0 million . On September 29, 2015, we executed the Seventh Amendment, which increased the amount available for borrowing under the Revolving Credit Facility to $420.0 million . We are required to pay to our revolving credit lenders, on a quarterly basis, a commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee is subject to a pricing grid based on our leverage ratio. The spreads on the commitment fee currently range from 0.25% to 0.375% . As of December 31, 2016 , there was $414.4 million of availability under the Revolving Credit Facility (net of $5.6 million in letters of credit). Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of December 31, 2016 , no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2017. Revolving loans may be borrowed, repaid, and re-borrowed to fund our working capital needs and for other general corporate purposes. No amounts under the Term Loan, once repaid, may be re-borrowed. Senior Notes At December 31, 2016, we had various tranches of senior notes outstanding, including the 4.875% Senior Notes, the 5.625% Senior Notes, the 5.0% Senior Notes, and the 6.25% Senior Notes (collectively, the “Senior Notes”). At any time, we may redeem the Senior Notes (with the exception of the 6.25% Senior Notes, the redemption terms of which are discussed in more detail below), in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption, plus the Applicable Premium (also known as the "make-whole premium") set forth in the indentures under which the Senior Notes were issued (the “Senior Notes Indentures”). Upon the occurrence of certain change in control events, we will be required to make an offer to purchase the Senior Notes then outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. In addition, if certain changes in the law of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments of the Senior Notes or the guarantees, we may redeem the Senior Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, and additional amounts, if any, to the date of redemption. The Senior Notes Indentures provide for events of default (subject in certain cases to customary grace and cure periods) that include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the Senior Notes Indentures, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, failure to pay certain judgments, and when the guarantees of significant subsidiaries cease to be in full force and effect. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding Senior Notes may declare the principal of, and accrued but unpaid interest on, all of the Senior Notes to be due and payable immediately. All provisions regarding remedies in an event of default are subject to the Senior Notes Indentures. 4.875% Senior Notes The 4.875% Senior Notes were issued under an indenture dated April 17, 2013 (the " 4.875% Senior Notes Indenture") among STBV, as issuer, The Bank of New York Mellon, as trustee, and the Guarantors. The 4.875% Senior Notes were offered at par. Interest on the 4.875% Senior Notes is payable semi-annually on April 15 and October 15 of each year. Our obligations under the 4.875% Senior Notes are guaranteed by all of STBV’s existing and future wholly-owned subsidiaries that guarantee our obligations under the Senior Secured Credit Facilities. The 4.875% Senior Notes and the related guarantees are the senior unsecured obligations of STBV and the Guarantors, respectively. The 4.875% Senior Notes and the guarantees rank equally in right of payment to all existing and future senior unsecured indebtedness of STBV or the Guarantors. 5.625% Senior Notes The 5.625% Senior Notes were issued under an indenture dated October 14, 2014 (the " 5.625% Senior Notes Indenture") among STBV, as issuer, The Bank of New York Mellon, as trustee, and the Guarantors. The 5.625% Senior Notes were offered at par. Interest on the 5.625% Senior Notes is payable semi-annually on May 1 and November 1 of each year, with the first payment made on May 1, 2015. Our obligations under the 5.625% Senior Notes are guaranteed by all of STBV’s existing and future wholly-owned subsidiaries that guarantee our obligations under the Senior Secured Credit Facilities. The 5.625% Senior Notes and the related guarantees are the senior unsecured obligations of STBV and the Guarantors, respectively. The 5.625% Senior Notes and the guarantees rank equally in right of payment to all existing and future senior unsecured indebtedness of STBV or the Guarantors. 5.0% Senior Notes The 5.0% Senior Notes were issued under an indenture dated March 26, 2015 (the " 5.0% Senior Notes Indenture") among STBV, as issuer, The Bank of New York Mellon, as trustee, and the Guarantors. The 5.0% Senior Notes were offered at par. Interest on the 5.0% Senior Notes is payable semi-annually on April 1 and October 1 of each year, with the first payment made on October 1, 2015. Our obligations under the 5.0% Senior Notes are guaranteed by all of STBV’s existing and future wholly-owned subsidiaries that guarantee our obligations under the Senior Secured Credit Facilities. The 5.0% Senior Notes and the related guarantees are the senior unsecured obligations of STBV and the Guarantors, respectively. The 5.0% Senior Notes and the guarantees rank equally in right of payment to all existing and future senior unsecured indebtedness of STBV or the Guarantors. 6.25% Senior Notes The 6.25% Senior Notes were issued by Sensata Technologies UK Financing Co. plc ("STUK") under an indenture dated November 27, 2015 (the " 6.25% Senior Notes Indenture") among STUK, as issuer, The Bank of New York Mellon, as trustee, and the Guarantors. The 6.25% Senior Notes were offered at par. Interest on the 6.25% Senior Notes is payable semi-annually on February 15 and August 15 of each year, with the first payment made on February 15, 2016. We may redeem the 6.25% Senior Notes, in whole or in part, at any time prior to February 15, 2021, at a redemption price equal to 100% of the principal amount of the 6.25% Senior Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption, plus the Applicable Premium (also known as the “make-whole” premium) set forth in the 6.25% Senior Notes Indenture. Thereafter, we may redeem the 6.25% Senior Notes, in whole or in part, at the following prices (plus accrued and unpaid interest, if any, to the date of redemption): Period beginning February 15, Price 2021 103.125% 2022 102.083% 2023 101.042% 2024 and thereafter 100.000% In addition, at any time prior to November 15, 2018, we may redeem up to 40% of the aggregate principal amount of the 6.25% Senior Notes with the net cash proceeds from certain equity offerings at the redemption price of 106.25% plus accrued and unpaid interest, if any, to the date of redemption, provided that at least 60% of the aggregate principal amount of the 6.25% Senior Notes remains outstanding immediately after each such redemption. Our obligations under the 6.25% Senior Notes are guaranteed by STBV and certain of STBV’s existing and future wholly-owned subsidiaries (other than STUK) that guarantee our obligations under the Senior Secured Credit Facilities. The 6.25% Senior Notes and the related guarantees are the senior unsecured obligations of STUK and the Guarantors, respectively. The 6.25% Senior Notes and the guarantees rank equally in right of payment to all existing and future senior unsecured indebtedness of STUK, STBV, or the Guarantors. Restrictions As of December 31, 2016 , for purposes of the Senior Notes and the Term Loan, all of the subsidiaries of STBV were "Restricted Subsidiaries." Under certain circumstances, STBV will be permitted to designate subsidiaries as "Unrestricted Subsidiaries." As per the terms of the Senior Notes Indentures and the Credit Agreement, Restricted Subsidiaries are subject to restrictive covenants. Unrestricted Subsidiaries will not be subject to the restrictive covenants of the Credit Agreement and will not guarantee any of the Senior Notes. Under the Revolving Credit Facility, STBV and its Restricted Subsidiaries are required to maintain a senior secured net leverage ratio not to exceed 5.0 : 1.0 at the conclusion of certain periods when outstanding loans and letters of credit that are not cash collateralized for the full face amount thereof exceed 10% of the commitments under the Revolving Credit Facility. In addition, STBV and its Restricted Subsidiaries are required to satisfy this covenant, on a pro forma basis, in connection with any new borrowings (including any letter of credit issuances) under the Revolving Credit Facility as of the time of such borrowings. The Credit Agreement also contains non-financial covenants that limit our ability to incur subsequent indebtedness, incur liens, prepay subordinated debt, make loans and investments (including acquisitions), merge, consolidate, dissolve or liquidate, sell assets, enter into affiliate transactions, change our business, change our accounting policies, make capital expenditures, amend the terms of our subordinated debt and our organizational documents, pay dividends and make other restricted payments, and enter into certain burdensome contractual obligations. These covenants are subject to important exceptions and qualifications set forth in the Credit Agreement. The Senior Notes Indentures contain restrictive covenants that limit the ability of STBV and its Restricted Subsidiaries to, among other things: incur additional debt or issue preferred stock; create liens; create restrictions on STBV's subsidiaries' ability to make payments to STBV; pay dividends and make other distributions in respect of STBV's and its Restricted Subsidiaries' capital stock; redeem or repurchase STBV's capital stock, our capital stock, or the capital stock of any other direct or indirect parent company of STBV or prepay subordinated indebtedness; make certain investments or certain other restricted payments; guarantee indebtedness; designate unrestricted subsidiaries; sell certain kinds of assets; enter into certain types of transactions with affiliates; and effect mergers or consolidations. These covenants are subject to important exceptions and qualifications set forth in the Senior Notes Indentures. Certain of these covenants will be suspended if the Senior Notes are assigned an investment grade rating by Standard & Poor's Rating Services or Moody's Investors Service, Inc. and no default has occurred and is continuing at such time. The suspended covenants will be reinstated if the Senior Notes are no longer rated investment grade by either rating agency and an event of default has occurred and is continuing at such time. As of December 31, 2016, the Senior Notes were not rated investment grade by either rating agency. The Guarantors under the Credit Agreement and the Senior Notes Indentures are generally not restricted in their ability to pay dividends or otherwise distribute funds to STBV, except for restrictions imposed under applicable corporate law. STBV, however, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to us, under the Credit Agreement and the Senior Notes Indentures. Specifically, the Credit Agreement prohibits STBV from paying dividends or making any distributions to its parent companies except for limited purposes, including, but not limited to: (i) customary and reasonable operating expenses, legal and accounting fees and expenses, and overhead of such parent companies incurred in the ordinary course of business in the aggregate not to exceed $10.0 million in any fiscal year, plus reasonable and customary indemnification claims made by our directors or officers attributable to the ownership of STBV and its Restricted Subsidiaries; (ii) franchise taxes, certain advisory fees, and customary compensation of officers and employees of such parent companies to the extent such compensation is attributable to the ownership or operations of STBV and its Restricted Subsidiaries; (iii) repurchase, retirement, or other acquisition of equity interest of the parent from certain present, future, and former employees, directors, managers, consultants of the parent companies, STBV, or its subsidiaries in an aggregate amount not to exceed $15.0 million in any fiscal year, plus the amount of cash proceeds from certain equity issuances to such persons, the amount of equity interests subject to a certain deferred compensation plan, and the amount of certain key-man life insurance proceeds; (iv) so long as no default or event of default exists and the senior secured net leverage ratio is less than 2.0 : 1.0 calculated on a pro forma basis, dividends and other distributions in an aggregate amount not to exceed $100.0 million , plus certain amounts, including the retained portion of excess cash flow; (v) dividends and other distributions in an aggregate amount not to exceed $40.0 million in any calendar year (subject to increase upon the achievement of certain ratios); and (vi) so long as no default or event of default exists, dividends and other distributions in an aggregate amount not to exceed $150.0 million . The Senior Notes Indentures generally provide that STBV can pay dividends and make other distributions to its parent companies upon the achievement of certain conditions and in an amount as determined in accordance with the Senior Notes Indentures. The net assets of STBV subject to these restrictions totaled $1,857.5 million at December 31, 2016 . Accounting for Debt Financing Transactions Refer to Note 2, "Significant Accounting Policies," under the heading Debt Instruments for discussion of our accounting policies regarding debt financing transactions. During the year ended December 31, 2016, we did not enter into any debt financing transactions. During the years ended December 31, 2015 and 2014, we recorded losses of $25.5 million , and $1.9 million , respectively, in Other, net related to our debt financing transactions. In 2015, the 2015 Financing Transactions, the Redemption, and the entry into the Sixth Amendment and the Seventh Amendment were accounted for in accordance with ASC 470-50. As a result, during the year ended December 31, 2015, we recorded transaction costs of approximately $19.2 million in Other, net. The remaining losses recorded to Other, net primarily relate to the write-off of unamortized deferred financing costs and original issue discount. The issuance and sale of the 6.25% Senior Notes was accounted for as a new issuance and as a result, $12.5 million was capitalized as debt issuance costs. In addition, $8.8 million was recorded in Interest expense, net, which relates to fees associated with bridge financing that was not utilized. In 2014, in connection with the 2014 Financing Transactions, which were accounted for in accordance with ASC 470-50, we incurred $17.7 million of financing costs, of which $13.9 million was recorded as deferred financing costs, $1.9 million was recorded in Other, net, and $1.9 million was recorded in Interest expense. Leases We operate in leased facilities with initial terms ranging up to 20 years . The lease agreements frequently include options to renew for additional periods or to purchase the leased assets and generally require that we pay taxes, insurance, and maintenance costs. Depending on the specific terms of the leases, our obligations are in two forms: capital leases and operating leases. Rent expense for the years ended December 31, 2016 , 2015 , and 2014 was $18.1 million , $14.1 million , and $7.5 million , respectively. In 2011, we entered into a capital lease for a facility in Baoying, China. As of December 31, 2016 and 2015 , the capital lease obligation outstanding for this facility was $5.7 million and $6.4 million , respectively. In 2005, we entered into a capital lease, which matures in 2025, for a facility in Attleboro, Massachusetts. As of December 31, 2016 and 2015 , the capital lease obligation outstanding for this facility was $22.1 million and $23.5 million , respectively. Other Financing Obligations In 2013, we entered into an agreement with one of our suppliers, Measurement Specialties, Inc., under which we acquired the rights to certain intellectual property in exchange for quarterly royalty payments through the fourth quarter of 2019. As of December 31, 2016 and 2015 , we had recognized a liability related to this agreement of $5.2 million and $6.4 million , respectively. In 2008, we entered into a series of agreements to sell and leaseback the land, building, and certain equipment associated with our manufacturing facility in Subang Jaya, Malaysia, which was accounted for as a financing transaction. As of December 31, 2015, we had recognized a liability related to this agreement of $6.8 million . In the first quarter of 2016, we reacquired this facility, and as a result, there is no associated liability recorded as of December 31, 2016. Debt Maturities The final maturity of the Revolving Credit Facility is March 26, 2020. Loans made pursuant to the Revolving Credit Facility must be repaid in full on or prior to such date and are pre-payable at our option at par. All letters of credit issued thereunder will terminate at the final maturity of the Revolving Credit Facility unless cash collateralized prior to such time. The final maturity of the Term Loan is October 14, 2021. The Term Loan must be repaid in full on or prior to this date. The 4.875% Senior Notes, the 5.625% Senior Notes, the 5.0% Senior Notes, and the 6.25% Senior Notes mature on October 15, 2023, November 1, 2024, October 1, 2025, and February 15, 2026, respectively. The following table presents the remaining mandatory principal repayments of long-term debt, excluding capital lease payments, other financing obligations, and discretionary repurchases of debt, in each of the years ended December 31, 2017 through 2021 and thereafter. For the year ended December 31, Aggregate Maturities 2017 $ 9,901 2018 9,901 2019 9,901 2020 9,901 2021 898,190 Thereafter 2,350,000 Total long-term debt principal payments $ 3,287,794 Compliance with Financial and Non-Financial Covenants As of, and for the year ended, December 31, 2016 , we were in compliance with all of the covenants and default provisions associated with our indebtedness. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective April 27, 2006 (inception), and concurrent with the completion of the acquisition of the Sensors & Controls business ("S&C") of Texas Instruments Incorporated ("TI") (the "2006 Acquisition"), we commenced filing tax returns in the Netherlands as a stand-alone entity. Several of our Dutch resident subsidiaries are taxable entities in the Netherlands and file tax returns under Dutch fiscal unity (i.e., consolidation). Prior to April 30, 2008, we filed one consolidated tax return in the U.S. On April 30, 2008, our U.S. subsidiaries executed a separation and distribution agreement that divided our U.S. businesses, resulting in two separate U.S. consolidated federal income tax returns. On January 1, 2016, our U.S. subsidiaries resumed filing one consolidated tax return. Our remaining subsidiaries will file income tax returns in the countries in which they are incorporated and/or operate, including the Netherlands, Japan, China, Germany, Belgium, Bulgaria, South Korea, Malaysia, the U.K., France, and Mexico. The 2006 Acquisition purchase accounting and the related debt and equity capitalization of the various subsidiaries of the consolidated company, and the realignment of the functions performed and risks assumed by the various subsidiaries, are of significant consequence to the determination of future book and taxable income of the respective subsidiaries and Sensata as a whole. Income before taxes for the years ended December 31, 2016 , 2015 , and 2014 was categorized by jurisdiction as follows: U.S. Non-U.S. Total For the year ended December 31, 2016 $ (43,842 ) $ 365,287 $ 321,445 2015 $ (60,707 ) $ 266,336 $ 205,629 2014 $ (92,632 ) $ 346,058 $ 253,426 Provision for/(benefit from) income taxes for the years ended December 31, 2016 , 2015 , and 2014 was categorized by jurisdiction as follows: U.S. Federal Non-U.S. U.S. State Total For the year ended December 31, 2016 Current $ 464 $ 49,977 $ 226 $ 50,667 Deferred 10,036 2,010 (3,702 ) 8,344 Total $ 10,500 $ 51,987 $ (3,476 ) $ 59,011 2015: Current $ (8,187 ) $ 45,326 $ (197 ) $ 36,942 Deferred (168,855 ) (361 ) (9,793 ) (179,009 ) Total $ (177,042 ) $ 44,965 $ (9,990 ) $ (142,067 ) 2014: Current $ — $ 28,438 $ 395 $ 28,833 Deferred (51,564 ) (6,280 ) (1,312 ) (59,156 ) Total $ (51,564 ) $ 22,158 $ (917 ) $ (30,323 ) Effective tax rate reconciliation The principal reconciling items from income tax computed at the U.S. statutory tax rate for the years ended December 31, 2016 , 2015 , and 2014 were as follows: For the year ended December 31, 2016 2015 2014 Tax computed at statutory rate of 35% $ 112,506 $ 71,970 $ 88,700 Foreign tax rate differential (86,339 ) (66,367 ) (70,090 ) Losses not tax benefited 32,490 56,778 40,200 Reserve for tax exposure 11,227 (2,949 ) 308 Patent box deduction (10,961 ) (3,714 ) (785 ) Withholding taxes not creditable 6,014 4,346 4,940 Unrealized foreign exchange losses/(gains), net 3,829 (12,120 ) (15,195 ) Change in tax law or rates 2,542 (10,290 ) (12,017 ) Release of valuation allowances, net (1,925 ) (180,001 ) (71,111 ) Other (10,372 ) 280 4,727 $ 59,011 $ (142,067 ) $ (30,323 ) Foreign tax rate differential We operate in locations outside the U.S., including China, the U.K., the Netherlands, South Korea, Malaysia, Bermuda, and Bulgaria, that have statutory tax rates lower than the U.S. statutory rate, resulting in an effective rate benefit. This benefit can change from year to year based upon the jurisdictional mix of earnings. Certain of our subsidiaries are currently eligible, or have been eligible, for tax exemptions or holidays in their respective jurisdictions. From 2013 through 2016, a subsidiary in Changzhou, China was eligible for a reduced tax rate of 15% . The impact of the tax holidays and exemptions on our effective rate is included in the foreign tax rate differential line in the reconciliation of the statutory rate to effective rate. Release of valuation allowances During the years ended December 31, 2016, 2015 and 2014, we released a portion of our valuation allowance and recognized a deferred tax benefit of $1.9 million , $180.0 million and $71.1 million , respectively. These benefits arose primarily in connection with our 2015 acquisition of CST and our 2014 acquisitions of Wabash, DeltaTech, and Schrader. For each of these acquisitions, deferred tax liabilities were established related primarily to the step-up of intangible assets for book purposes. Losses not tax benefited Losses incurred in certain jurisdictions, predominantly the U.S., are not currently benefited, as it is not more likely than not that the associated deferred tax asset will be realized in foreseeable future. For the years ended December 31, 2016, 2015, and 2014, this resulted in a deferred tax expense of $32.5 million , $56.8 million , and $40.2 million , respectively. Withholding taxes not creditable Withholding taxes may apply to intercompany interest, royalty, management fees, and certain payments to third parties. Such taxes are expensed if they cannot be credited against the recipient’s tax liability in its country of residence. Additional consideration also has been given to the withholding taxes associated with the remittance of presently unremitted earnings and the recipient's ability to obtain a tax credit for such taxes. Earnings are not considered to be indefinitely reinvested in the jurisdictions in which they were earned. In certain jurisdictions we record withholding and other taxes on intercompany payments including dividends. During the years ended December 31, 2016, 2015, and 2014, this amount totaled $6.0 million , $4.3 million , and $4.9 million . Deferred income tax assets and liabilities The primary components of deferred income tax assets and liabilities as of December 31, 2016 and 2015 were as follows: December 31, December 31, Deferred tax assets: Inventories and related reserves $ 17,616 $ 12,013 Accrued expenses 32,703 76,834 Property, plant and equipment 11,297 20,008 Intangible assets 32,282 88,524 Net operating loss, interest expense, and other carryforwards 446,946 435,980 Pension liability and other 10,545 8,279 Share-based compensation 15,341 11,315 Other 3,398 2,694 Total deferred tax assets 570,128 655,647 Valuation allowance (299,746 ) (296,922 ) Net deferred tax asset 270,382 358,725 Deferred tax liabilities: Property, plant and equipment (25,195 ) (25,810 ) Intangible assets and goodwill (556,089 ) (636,366 ) Unrealized exchange gain (11,547 ) (11,753 ) Tax on undistributed earnings of subsidiaries (48,493 ) (44,078 ) Other (991 ) (4,791 ) Total deferred tax liabilities (642,315 ) (722,798 ) Net deferred tax liability $ (371,933 ) $ (364,073 ) Valuation allowance and net operating loss carryforwards Since our inception, we have incurred tax losses in the U.S., resulting in allowable tax net operating loss carryforwards. In measuring the related deferred tax assets, we considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. Judgment is required in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary, and the more difficult it is to support a conclusion that a valuation allowance is not needed. Additionally, we utilize the “more likely than not” criteria established in ASC 740 to determine whether the future benefit from the deferred tax assets should be recognized. As a result, we have established a full valuation allowance on the deferred tax assets in jurisdictions that have incurred net operating losses and in which it is more likely than not that such losses will not be utilized in the foreseeable future. For tax purposes, certain goodwill and indefinite-lived intangible assets are generally amortizable over 6 to 20 years. For book purposes, goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment annually. The tax amortization of goodwill and indefinite-lived intangible assets will result in a taxable temporary difference, which will not reverse unless the related book goodwill or intangible asset is impaired or written off. This liability may not be used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite period. The total valuation allowance for the years ended December 31, 2016 and 2015 increased/(decreased) $2.8 million and $(97.9) million , respectively. Subsequently reported tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2016 will be allocated to income tax benefit recognized in the consolidated statements of operations. As of December 31, 2016 , we have U.S. federal net operating loss carryforwards of $520.0 million and interest expense carryforwards of $571.2 million . Our U.S. federal net operating loss and interest carryforwards include $262.2 million related to excess tax deductions from share-based payments. U.S. federal net operating loss carryforwards will expire from 2026 to 2036, state net operating loss carryforwards will expire from 2017 to 2036, and the interest carryovers have an unlimited life. It is more likely than not that these net operating losses will not be utilized in the foreseeable future. We also have non-U.S. net operating loss carryforwards of $206.4 million , which will begin to expire in 2018. We believe a change of ownership within the meaning of Section 382 of the Internal Revenue Code occurred in the fourth quarter of 2012. As a result, our U.S. federal net operating loss utilization will be limited to an amount equal to the market capitalization of our U.S. subsidiaries at the time of the ownership change multiplied by the federal long-term tax exempt rate. A change of ownership under Section 382 of the Internal Revenue Code is defined as a cumulative change of fifty percentage points or more in the ownership positions of certain stockholders owning five percent or more of our common stock over a three year rolling period. We do not believe the resulting limitation will prohibit the utilization of our U.S. federal net operating loss. Unrecognized tax benefits A reconciliation of the amount of unrecognized tax benefits is as follows: Balance at December 31, 2013 $ 22,244 Increases related to prior year tax positions 7,540 Increases related to current year tax positions 4,204 Decreases related to lapse of applicable statute of limitations (3,025 ) Decreases related to settlements with tax authorities (8,189 ) Balance at December 31, 2014 22,774 Increases related to prior year tax positions 5,467 Increases related to current year tax positions 18,382 Decreases related to settlements with tax authorities (8,566 ) Balance at December 31, 2015 38,057 Increases related to prior year tax positions 6,390 Increases related to current year tax positions 8,462 Decreases related to lapse of applicable statute of limitations (256 ) Decreases related to settlements with tax authorities (6,755 ) Balance at December 31, 2016 $ 45,898 During the year ended December 31, 2015, we established a reserve of $16.0 million in connection with a capital restructuring transaction executed during the year. We record interest and penalties related to unrecognized tax benefits in the consolidated statements of operations and the consolidated balance sheets. The table that follows presents the expense/(income) related to such interest and penalties recognized in the consolidated statements of income during the years ended December 31, 2016 , 2015, and 2014, and the amount of interest and penalties recorded on the consolidated balance sheets as of December 31, 2016 and 2015: Statements of Operations Balance Sheets For the year ended December 31, As of December 31, (in millions) 2016 2015 2014 2016 2015 Interest $ 0.1 $ 0.1 $ (1.2 ) $ 1.0 $ 1.1 Penalties $ 0.1 $ (0.3 ) $ 0.5 $ 1.1 $ 1.5 The liability for unrecognized tax benefits generally relates to the allocation of taxable income to the various jurisdictions where we are subject to tax. At December 31, 2016 , we anticipate that the liability for unrecognized tax benefits could decrease by up to $8.0 million within the next twelve months due to the expiration of certain statutes of limitation or the settlement of examinations or issues with tax authorities. The amount of unrecognized tax benefits as of December 31, 2016 and 2015 that will impact our effective tax rate are $12.0 million and $13.5 million , respectively. Our major tax jurisdictions include the Netherlands, the U.S., Japan, Germany, Mexico, China, South Korea, Belgium, Bulgaria, France, Malaysia, and the U.K. These jurisdictions generally remain open to examination by the relevant tax authority for the tax years 2006 through 2016. Indemnifications We have various indemnification provisions in place with Texas Instruments Incorporated ("TI"), Honeywell, William Blair, Tomkins Limited, and Custom Sensors & Technologies Ltd. These provisions provide for the reimbursement by TI, Honeywell, William Blair, Tomkins Limited, and Custom Sensors & Technologies Ltd of future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses including S&C, First Technology Automotive, Airpax, Schrader, and CST, respectively. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 12 Months Ended |
Dec. 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 plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans. U.S. Benefit Plans The principal retirement plans in the U.S. include a qualified defined benefit pension plan and a defined contribution plan. In addition, we provide post-retirement medical coverage and non-qualified benefits to certain employees. Defined Benefit Pension Plans The benefits under the qualified defined benefit pension plan are determined using a formula based upon years of service and the highest five consecutive years of compensation. TI closed the qualified defined benefit pension plan to participants hired after November 1997. In addition, participants eligible to retire under the TI plan as of April 26, 2006 were given the option of continuing to participate in the qualified defined benefit pension plan or retiring under the qualified defined benefit pension plan and thereafter participating in an enhanced defined contribution plan. We intend to contribute amounts to the qualified defined benefit pension plan in order to meet the minimum funding requirements of federal laws and regulations, plus such additional amounts as we deem appropriate. We do not expect to contribute to the qualified defined benefit pension plan during 2017. We also sponsor a non-qualified defined benefit pension plan, which is closed to new participants and is unfunded. Effective January 31, 2012, we froze the defined benefit pension plans and eliminated future benefit accruals. Defined Contribution Plans Prior to August 1, 2012, we offered two defined contribution plans. Both defined contribution plans offered an employer matching savings option that allowed employees to make pre-tax contributions to various investment choices. Employees who elected not to remain in the qualified defined benefit pension plan, and new employees hired after November 1997, could participate in an enhanced defined contribution plan, where employer matching contributions were provided for up to 4% of the employee’s annual eligible earnings. In addition, this plan provided for an additional fixed employer contribution of 2% of the employee’s annual eligible earnings for employees who elected not to remain in the qualified defined benefit pension plan and employees hired between November 1997 and December 31, 2003. Effective in 2012 , we discontinued the additional fixed employer contribution of 2% . Employees who remained in the qualified defined benefit pension plan were permitted to participate in a defined contribution plan, where 50% employer matching contributions were provided for up to 2% of the employee’s annual eligible earnings. Effective in 2012, we increased the employer matching contribution to 100% for up to 4% of the employee's annual eligible earnings. In 2012, we merged the two defined contribution plans into one plan. The combined plan provides for an employer matching contribution of up to 4% of the employee's annual eligible earnings. Our matching of employees’ contributions under our defined contribution plan is discretionary and is based on our assessment of our financial performance. The aggregate expense related to the defined contribution plans for U.S. employees was $5.8 million , $4.7 million , and $3.2 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Retiree Healthcare Benefit Plan We offer access to group medical coverage during retirement to some of our U.S. employees. We make contributions toward the cost of those retiree medical benefits for certain retirees. The contribution rates are based upon varying factors, the most important of which are an employee’s date of hire, date of retirement, years of service, and eligibility for Medicare benefits. The balance of the cost is borne by the participants in the plan. For the year ended December 31, 2016 , we did not, and do not expect to, receive any amount of Medicare Part D Federal subsidy. Our projected benefit obligation as of December 31, 2016 and 2015 did not include an assumption for a Federal subsidy. In the fourth quarter of 2013, we amended the retiree healthcare benefit plan to eliminate supplemental medical coverage offered to Medicare eligible retirees, effective January 1, 2014. As a result of the amendment, we recognized a gain of $7.2 million that was recorded in Other comprehensive (loss)/income in the fourth quarter of 2013, which is being amortized as a component of net periodic benefit cost over a period of approximately 5 years from the date of recognition, which represents the remaining average service period to the full eligibility dates of the active plan participants. Non-U.S. Benefit Plans Retirement coverage for non-U.S. employees is provided through separate defined benefit and defined contribution plans. Retirement benefits are generally based on an employee’s years of service and compensation. Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances. We expect to contribute approximately $1.7 million to non-U.S. defined benefit plans during 2017. Impact on Financial Statements The following table outlines the net periodic benefit cost of the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2016 , 2015 , and 2014 : For the year ended December 31, 2016 2015 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Service cost $ — $ 83 $ 2,716 $ — $ 102 $ 2,811 $ — $ 107 $ 2,480 Interest cost 1,461 364 1,179 1,564 272 1,075 1,792 329 1,185 Expected return on plan assets (2,684 ) — (952 ) (2,666 ) — (892 ) (2,450 ) — (865 ) Amortization of net loss 707 143 488 473 361 19 262 482 179 Amortization of prior service credit — (1,335 ) (20 ) — (1,335 ) (37 ) — (1,335 ) — Loss on settlement 1,293 — 34 391 — 479 — — 51 (Gain)/loss on curtailment — — (486 ) — — 1,901 — — — Net periodic benefit cost/(credit) $ 777 $ (745 ) $ 2,959 $ (238 ) $ (600 ) $ 5,356 $ (396 ) $ (417 ) $ 3,030 The following table outlines the rollforward of the benefit obligation and plan assets for the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2016 and 2015 : For the year ended December 31, 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Change in Benefit Obligation Beginning balance $ 57,626 $ 11,108 $ 56,102 $ 58,467 $ 9,973 $ 59,677 Service cost — 83 2,716 — 102 2,811 Interest cost 1,461 364 1,179 1,564 272 1,075 Plan participants’ contributions — — 139 — — 134 Plan amendment — — (73 ) — — 24 Actuarial loss/(gain) 4,946 (984 ) 5,127 107 (949 ) (3,683 ) Settlements — — (1,422 ) — — (1,656 ) Curtailments — — (2,169 ) — — 1,901 Benefits paid (6,354 ) (557 ) (1,764 ) (2,512 ) (466 ) (1,595 ) Acquisitions (1) — 282 253 — 2,176 1,056 Foreign currency exchange rate changes — — (1,032 ) — — (3,642 ) Ending balance $ 57,679 $ 10,296 $ 59,056 $ 57,626 $ 11,108 $ 56,102 Change in Plan Assets Beginning balance $ 55,867 $ — $ 33,961 $ 58,157 $ — $ 35,652 Actual return on plan assets 2,262 — 2,469 (19 ) — (916 ) Employer contributions 267 557 3,552 241 466 3,294 Plan participants’ contributions — — 139 — — 134 Settlements — — (1,422 ) — — (1,656 ) Benefits paid (6,354 ) (557 ) (1,764 ) (2,512 ) (466 ) (1,595 ) Foreign currency exchange rate changes — — 426 — — (952 ) Ending balance $ 52,042 $ — $ 37,361 $ 55,867 $ — $ 33,961 Funded status at end of year $ (5,637 ) $ (10,296 ) $ (21,695 ) $ (1,759 ) $ (11,108 ) $ (22,141 ) Accumulated benefit obligation at end of year $ 57,679 NA $ 53,995 $ 57,626 NA $ 50,832 (1) Relates to unfunded defined benefit plans assumed as part of the acquisition of CST in 2015. The following table outlines the funded status amounts recognized in the consolidated balance sheets as of December 31, 2016 and 2015 : December 31, 2016 December 31, 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Noncurrent assets $ — $ — $ — $ 1,703 $ — $ 1,064 Current liabilities (651 ) (1,226 ) (873 ) (548 ) (1,162 ) (1,751 ) Noncurrent liabilities (4,986 ) (9,070 ) (20,822 ) (2,914 ) (9,946 ) (21,454 ) $ (5,637 ) $ (10,296 ) $ (21,695 ) $ (1,759 ) $ (11,108 ) $ (22,141 ) Balances recognized within Accumulated other comprehensive loss that have not been recognized as components of net periodic benefit costs, net of tax, as of December 31, 2016 , 2015 , and 2014 are as follows: 2016 2015 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Prior service credit $ — $ (512 ) $ (218 ) $ — $ (1,847 ) $ (538 ) $ — $ (3,182 ) $ (594 ) Net loss $ 22,490 $ 1,260 $ 11,070 $ 19,122 $ 2,387 $ 10,719 $ 17,194 $ 3,697 $ 12,212 We expect to amortize a loss of $0.1 million from Accumulated other comprehensive loss to net periodic benefit costs during 2017. Information for plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2016 and 2015 is as follows: December 31, 2016 December 31, 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Projected benefit obligation $ 57,679 $ 25,367 $ 3,461 $ 29,874 Accumulated benefit obligation $ 57,679 $ 22,285 $ 3,461 $ 26,012 Plan assets $ 52,042 $ 4,876 $ — $ 6,448 Information for plans with a projected benefit obligation in excess of plan assets as of December 31, 2016 and 2015 is as follows: December 31, 2016 December 31, 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Projected benefit obligation $ 67,975 $ 54,849 $ 14,852 $ 29,874 Plan assets $ 52,042 $ 33,606 $ — $ 6,448 Other changes in plan assets and benefit obligations, net of tax, recognized in Other comprehensive (income)/loss for the years ended December 31, 2016 , 2015 , and 2014 are as follows: For the year ended December 31, 2016 2015 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Net loss/(gain) $ 5,368 $ (984 ) $ 2,505 $ 2,792 $ (949 ) $ (1,233 ) $ 143 $ (735 ) $ 4,640 Amortization of net (loss)/gain (707 ) (143 ) (436 ) (473 ) (361 ) 70 (262 ) (482 ) (167 ) Amortization of prior service credit — 1,335 15 — 1,335 32 — 1,335 2 Plan amendment — — (73 ) — — 24 — — (592 ) Settlement effect (1,293 ) — (67 ) (391 ) — (330 ) — — (51 ) Curtailment effect — — (1,272 ) — — — — — — Total recognized in other comprehensive loss/(income) $ 3,368 $ 208 $ 672 $ 1,928 $ 25 $ (1,437 ) $ (119 ) $ 118 $ 3,832 Assumptions and Investment Policies Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare benefit plans as of December 31, 2016 and 2015 are as follows: December 31, 2016 December 31, 2015 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 3.20 % 3.30 % 3.10 % 3.50 % Non-U.S. assumed discount rate 1.75 % NA 2.20 % NA Non-U.S. average long-term pay progression 2.46 % NA 2.13 % NA Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2016 , 2015 , and 2014 are as follows: For the year ended December 31, 2016 2015 2014 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 3.10 % 3.50 % 2.90 % 2.90 % 3.50 % 3.40 % Non-U.S. assumed discount rate 3.83 % NA 4.19 % NA 2.66 % NA U.S. average long-term rate of return on plan assets 5.00 % — (1) 5.00 % — (1) 4.75 % — (1) Non-U.S. average long-term rate of return on plan assets 2.60 % NA 2.51 % NA 2.17 % NA Non-U.S. average long-term pay progression 3.78 % NA 4.34 % NA 3.13 % NA __________________ (1) Long-term rate of return on plan assets is not applicable to our U.S. retiree healthcare benefit plan as we do not hold assets for this plan. Assumed healthcare cost trend rates for the U.S. retiree healthcare benefit plan as of December 31, 2016 , 2015 , and 2014 are as follows: Retiree Healthcare December 31, 2016 December 31, 2015 December 31, 2014 Assumed healthcare trend rate for next year: Attributed to less than age 65 7.10 % 7.30 % 7.60 % Attributed to age 65 or greater 7.80 % 6.80 % 7.00 % Ultimate trend rate 4.50 % 4.50 % 4.50 % Year in which ultimate trend rate is reached: Attributed to less than age 65 2038 2029 2029 Attributed to age 65 or greater 2038 2029 2029 Assumed healthcare trend rates could have a significant effect on the amounts reported for retiree healthcare plans. A one percentage point change in the assumed healthcare trend rates for the year ended December 31, 2016 would have the following effect: 1 percentage point increase 1 percentage point decrease Effect on total service and interest cost components $ 8 $ (7 ) Effect on post-retirement benefit obligations $ 242 $ (210 ) The table below outlines the benefits expected to be paid to participants from the plans in each of the following years, which reflect expected future service, as appropriate. The majority of the payments will be paid from plan assets and not company assets. Expected Benefit Payments U.S. Defined Benefit U.S. Retiree Healthcare Non-U.S. Defined Benefit 2017 $ 7,415 $ 1,226 $ 2,359 2018 6,797 1,301 2,162 2019 6,444 1,306 2,336 2020 5,845 1,243 2,502 2021 5,456 1,101 2,573 2022 - 2026 15,353 3,655 15,022 Plan Assets We hold assets for our defined benefit plans in the U.S., Japan, the Netherlands, and Belgium. Information about the assets for each of these plans is detailed below. U.S. Plan Assets Our target asset allocation for the U.S. defined benefit plan is 84% fixed income and 16% equity securities. To arrive at the targeted asset allocation, we and our investment adviser collaboratively reviewed market opportunities using historic and statistical data, as well as the actuarial valuation for the plan, to ensure that the levels of acceptable return and risk are well-defined and monitored. Currently, we believe that there are no significant concentrations of risk associated with the plan assets. The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2016 : Asset Class Target Allocation Actual Allocation as of December 31, 2016 U.S. large cap equity 6 % 7 % U.S. small / mid cap equity 4 % 4 % International (non-U.S.) equity 6 % 6 % Fixed income (U.S. investment and non-investment grade) 82 % 81 % High-yield fixed income 1 % 1 % International (non-U.S.) fixed income 1 % 1 % The portfolio is monitored for automatic rebalancing on a monthly basis. The following table presents information about the plan assets measured at fair value as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall: December 31, 2016 December 31, 2015 Asset Class Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total U.S. large cap equity $ 3,786 $ — $ — $ 3,786 $ 3,787 $ — $ — $ 3,787 U.S. small / mid cap equity 2,109 — — 2,109 2,076 — — 2,076 International (non-U.S.) equity 2,867 — — 2,867 3,090 — — 3,090 Total equity mutual funds 8,762 — — 8,762 8,953 — — 8,953 Fixed income (U.S. investment grade) 42,053 — — 42,053 45,689 — — 45,689 High-yield fixed income 788 — — 788 763 — — 763 International (non-U.S.) fixed income 439 — — 439 462 — — 462 Total fixed income mutual funds 43,280 — — 43,280 46,914 — — 46,914 Total $ 52,042 $ — $ — $ 52,042 $ 55,867 $ — $ — $ 55,867 Investments in mutual funds are based on the publicly-quoted final net asset values on the last business day of the year. Permitted asset classes include U.S. and non-U.S. equity, U.S. and non-U.S. fixed income, and cash and cash equivalents. Fixed income includes both investment grade and non-investment grade. Permitted investment vehicles include mutual funds, individual securities, derivatives, and long-duration fixed income securities. While investment in individual securities, derivatives, long-duration fixed income, and cash and cash equivalents is permitted, the plan did not hold these types of investments as of December 31, 2016 or 2015 . Prohibited investments include direct investment in real estate, commodities, unregistered securities, uncovered options, currency exchange, and natural resources (such as timber, oil, and gas). Japan Plan Assets The target asset allocation of the Japan defined benefit plan is 50% equity securities and 50% fixed income securities and cash and cash equivalents, with allowance for a 40% deviation in either direction. We, along with the trustee of the plan's assets, minimize investment risk by thoroughly assessing potential investments based on indicators of historical returns and current ratings. Additionally, investments are diversified by type and geography. The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2016 : Asset Class Target Allocation Actual Allocation as of December 31, 2016 Equity securities 10%-90% 29 % Fixed income securities and cash and cash equivalents 10%-90% 71 % The following table presents information about the plan assets measured at fair value as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall: December 31, 2016 December 31, 2015 Asset Class Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total U.S. equity $ 2,791 $ — $ — $ 2,791 $ 2,228 $ — $ — $ 2,228 International (non-U.S.) equity 5,581 — — 5,581 7,048 — — 7,048 Total equity securities 8,372 — — 8,372 9,276 — — 9,276 U.S. fixed income 2,894 249 — 3,143 3,059 — — 3,059 International (non-U.S.) fixed income 11,288 — — 11,288 10,873 1,956 — 12,829 Total fixed income securities 14,182 249 — 14,431 13,932 1,956 — 15,888 Cash and cash equivalents 5,927 — — 5,927 2,349 — — 2,349 Total $ 28,481 $ 249 $ — $ 28,730 $ 25,557 $ 1,956 $ — $ 27,513 The fair value of equity securities and bonds are based on publicly-quoted final stock and bond values on the last business day of the year. Permitted asset classes include equity securities that are traded on the official stock exchange(s) of the respective countries, fixed income securities with certain credit ratings, and cash and cash equivalents. The Netherlands Plan Assets The assets of the Netherlands defined benefit plans are composed of insurance policies. The contributions (or premiums) we pay are used to purchase insurance policies that provide for specific benefit payments to our plan participants. The benefit formula is determined independently by us. On retirement of an individual plan participant, the insurance contracts purchased are converted to provide specific benefits for the participant. The contributions paid by us are commingled with contributions paid to the insurance provider by other employers for investment purposes and to reduce costs of plan administration. These Netherlands' defined benefit plans are not multi-employer plans. The following tables present information about the plans’ assets measured at fair value as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall: December 31, 2016 December 31, 2015 Asset Class Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Other (insurance policies) $ — $ — $ 8,014 $ 8,014 $ — $ — $ 5,757 $ 5,757 Total $ — $ — $ 8,014 $ 8,014 $ — $ — $ 5,757 $ 5,757 The following table outlines the rollforward of the Netherlands plan Level 3 assets for the years ended December 31, 2016 and 2015 : Fair value measurement using significant unobservable inputs (Level 3) Balance at December 31, 2014 $ 6,544 Actual return on plan assets still held at reporting date (786 ) Purchases, sales, settlements, and exchange rate changes (1 ) Balance at December 31, 2015 5,757 Actual return on plan assets still held at reporting date 2,064 Purchases, sales, settlements, and exchange rate changes 193 Balance at December 31, 2016 $ 8,014 The fair values of the insurance contracts are measured based on the future benefit payments that would be made by the insurance company to vested plan participants if we were to switch to another insurance company without actually surrendering our policy. In this case, the insurance company would guarantee to pay the vested benefits at retirement accrued under the plan based on current salaries and service to date (i.e., no allowance for future salary increases or pension increases). The cash flows of the future benefit payments are discounted using the same discount rate as is used to value the defined benefit plan liabilities. Belgium Plan Assets The assets of the Belgium defined benefit plan are composed of insurance policies. As of December 31, 2016 and 2015 the fair value of these plan assets was $0.8 million and $0.7 million , respectively, and are considered to be Level 3 financial instruments. |
Share-Based Payment Plans
Share-Based Payment Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payment Plans | Share-Based Payment Plans In connection with the completion of our initial public offering ("IPO"), we adopted the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the “2010 Equity Incentive Plan”). The purpose of the 2010 Equity Incentive Plan is to promote long-term growth and profitability by providing our present and future eligible directors, officers, and employees with incentives to contribute to, and participate in, our success. There are 10.0 million ordinary shares authorized under the 2010 Equity Incentive Plan, of which 4.6 million were available as of December 31, 2016 . Share-Based Compensation Awards We grant share-based compensation awards under the 2010 Equity Incentive Plan for which vesting is subject only to continued employment and the passage of time (options and restricted stock units ("RSUs")), as well as those for which vesting also depends on the attainment of certain performance criteria (performance options and performance-based restricted stock units ("PRSUs")). RSUs and PRSUs are generally referred to in this Annual Report on Form 10-K as "restricted securities." Options A summary of stock option activity for the years ended December 31, 2016 , 2015 , and 2014 is presented in the table below (amounts have been calculated based on unrounded shares): Stock Options Weighted-Average Exercise Price Per Option Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options Balance at December 31, 2013 5,142 21.75 7.8 87,506 Granted 767 43.61 Forfeited and expired (231 ) 35.60 Exercised (1,589 ) 15.42 47,372 Balance at December 31, 2014 4,089 27.53 6.3 101,705 Granted 353 56.60 Forfeited and expired (65 ) 43.93 Exercised (1,016 ) 18.85 34,835 Balance at December 31, 2015 3,361 32.89 6.2 47,967 Granted (2) 654 37.89 Forfeited and expired (111 ) 43.95 Exercised (358 ) 11.05 9,501 Balance at December 31, 2016 3,546 35.67 6.3 19,844 Options vested and exercisable as of December 31, 2016 2,323 32.71 5.3 18,289 Vested and expected to vest as of December 31, 2016 (1) 3,398 35.35 6.2 19,740 __________________ (1) Consists of vested options and unvested options that are expected to vest. The expected to vest options are determined by applying the forfeiture rate assumption, adjusted for cumulative actual forfeitures, to total unvested options. (2) Includes 257 performance-based options. A summary of the status of our unvested options as of December 31, 2016 and of the changes during the year then ended is presented in the table below (amounts have been calculated based on unrounded shares): Stock Options Weighted-Average Grant-Date Fair Value Unvested as of December 31, 2015 1,189 $ 14.04 Granted during the year 654 $ 12.08 Vested during the year (529 ) $ 13.40 Forfeited during the year (91 ) $ 13.98 Unvested as of December 31, 2016 1,223 $ 13.28 The fair value of stock options that vested during the years ended December 31, 2016 , 2015 , and 2014 was $7.1 million , $7.5 million , and $7.4 million respectively. Non-performance-based options granted to employees under the 2010 Equity Incentive Plan generally vest 25% per year over four years from the date of grant. Performance-based options granted to employees under the 2010 Equity Incentive Plan vest after three years, depending on the extent to which certain performance criteria are met. Options granted to directors under the 2010 Equity Incentive Plan vest after one year. We recognize compensation expense for options on a straight-line basis over the requisite service period, which is generally the same as the vesting period. The options expire ten years from the date of grant. Except as otherwise provided in specific option award agreements, if a participant ceases to be employed by us, options not yet vested expire and are forfeited at the termination date, and options that are fully vested expire 60 days after termination of the participant’s employment for any reason other than termination for cause (in which case the options expire on the participant’s termination date) or due to death or disability (in which case the options expire 6 months after the participant’s termination date). The weighted-average grant-date fair value per option granted during the years ended December 31, 2016 , 2015 , and 2014 was $12.08 , $17.94 , and $14.33 , respectively. The fair value of options was estimated on the date of grant using the Black-Scholes-Merton option-pricing model. See Note 2, "Significant Accounting Policies," for further discussion of how we estimate the fair value of options. The weighted-average key assumptions used in estimating the grant-date fair value of options are as follows: For the year ended December 31, 2016 2015 2014 Expected dividend yield 0 % 0 % 0 % Expected volatility 30.00 % 30.00 % 30.00 % Risk-free interest rate 1.48 % 1.52 % 2.00 % Expected term (years) 6.0 5.9 5.9 Fair value per share of underlying ordinary shares $ 37.89 $ 56.60 $ 43.61 We did not grant options to our directors in 2016. We granted 72 and 96 options to our directors under the 2010 Equity Incentive Plan in 2015 and 2014 , respectively. These options vested after one year and were not subject to performance conditions. The weighted-average grant date fair value per option was $17.05 and $13.99 , respectively. Restricted Securities We grant RSUs that cliff vest over various lengths of time ranging from one to four years, as well as those that vest 25% per year over four years. We grant PRSUs that generally cliff vest three years after the grant date. The number of PRSUs that ultimately vest will depend on the extent to which certain performance criteria are met and could range between 0% and 172.5% of the number of PRSUs granted. See Note 2, "Significant Accounting Policies," for discussion of how we estimate the fair value of restricted securities. A summary of restricted securities granted in the past three years is presented below: Year ended December 31, RSUs Granted Weighted-Average PRSUs Granted Weighted-Average Grant-Date Fair Value 2016 319 $ 38.33 180 $ 38.96 2015 150 $ 56.42 128 $ 56.94 2014 155 $ 44.52 110 $ 43.48 Compensation cost for the year ended December 31, 2016 reflects our estimate of the probable outcome of the performance conditions associated with the PRSUs granted in 2016, 2015, and 2014. A summary of activity related to outstanding restricted securities for 2016 , 2015 , and 2014 is presented in the table below (amounts have been calculated based on unrounded shares): Restricted Securities Weighted-Average Grant-Date Fair Value Balance at December 31, 2013 629 $ 30.84 Granted 265 44.09 Forfeited (172 ) 34.87 Vested (65 ) 21.32 Balance at December 31, 2014 656 36.06 Granted 278 56.66 Forfeited (165 ) 38.55 Vested (115 ) 26.72 Balance at December 31, 2015 654 45.87 Granted 499 38.56 Forfeited (48 ) 47.01 Vested (185 ) 33.41 Balance at December 31, 2016 920 $ 44.35 Aggregate intrinsic value information for restricted securities as of December 31, 2016 , 2015 , and 2014 is presented below: December 31, December 31, December 31, Outstanding $ 35,845 $ 30,115 $ 34,404 Expected to vest $ 26,937 $ 22,704 $ 26,982 The weighted-average remaining periods over which the restrictions will lapse, expressed in years, as of December 31, 2016 , 2015 , and 2014 are as follows: December 31, December 31, December 31, Outstanding 1.5 1.4 1.5 Expected to vest 1.5 1.4 1.7 The expected to vest restricted securities are calculated by considering our assessment of the probability of meeting the required performance conditions (for PRSUs) and/or by applying a forfeiture rate assumption for all restricted securities. On April 25, 2016, our Board of Directors approved retroactive amendments to our RSUs and PRSUs to allow for accelerated vesting upon termination without cause within 24 months after a change in control, as defined in the 2010 Equity Incentive 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 Incentive Plan specifically provides for accelerated vesting of options upon termination without cause within 24 months after a change in control. Share-Based Compensation Expense The table below presents non-cash compensation expense related to our equity awards: For the year ended December 31, December 31, December 31, Options $ 7,094 $ 7,176 $ 7,685 Restricted securities 10,331 8,150 5,300 Total share-based compensation expense $ 17,425 $ 15,326 $ 12,985 This compensation expense is recorded within SG&A expense in the consolidated statements of operations during the identified periods. We did not recognize a tax benefit associated with these expenses. In the year ended December 31, 2014, we capitalized $0.1 million related to share based compensation. We did not capitalize any amounts in any other period presented. The table below presents unrecognized compensation expense at December 31, 2016 for each class of award, and the remaining expected term for this expense to be recognized: Unrecognized compensation expense Expected recognition (years) Options $ 10,822 2.2 Restricted securities 17,448 1.7 Total unrecognized compensation expense $ 28,270 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity On March 16, 2010, we completed an IPO of our ordinary shares. Subsequent to our IPO, we have completed various secondary public offerings of our ordinary shares. Our former principal shareholder, Sensata Investment Company S.C.A. ("SCA"), and certain members of management participated in the secondary offerings. The share capital of SCA was owned by entities associated with Bain Capital Partners, LLC (“Bain Capital”), a global private investment firm, co-investors (Bain Capital and co-investors are collectively referred to as the “Sponsors”), and certain members of our senior management. As of December 31, 2016 , SCA no longer owned any of our outstanding ordinary shares. Our authorized share capital consists of 400.0 million ordinary shares with a nominal value of €0.01 per share, of which 178.4 million ordinary shares were issued and 170.9 million were outstanding as of December 31, 2016 . Issued and outstanding shares exclude 0.9 million outstanding restricted securities and 3.5 million outstanding stock options. We also have authorized 400.0 million preference shares with a nominal value of €0.01 per share, none of which are issued or outstanding. See Note 11, "Share-Based Payment Plans," for awards available for grant under our outstanding equity plans. Treasury Shares 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. We did not repurchase any ordinary shares under this program during the years ended December 31, 2016 and 2015. During the year ended December 31, 2014, we repurchased 4.3 million ordinary shares, for an aggregate purchase price of $181.8 million , at an average price of $42.22 per ordinary share. Of the ordinary shares repurchased during the year ended December 31, 2014 , 4.0 million were repurchased from SCA in a private, non-underwritten transaction, concurrent with the closing of the May 2014 secondary offering, at $42.42 per ordinary share, which was equal to the price paid by the underwriters. On February 1, 2016, our Board of Directors amended the terms of this program in order to reset the amount available for share repurchases to $250.0 million . At December 31, 2016, $250.0 million remained available for share repurchase under this program. 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 years ended December 31, 2016 , 2015 , and 2014 , we reissued 0.5 million , 1.1 million , and 1.6 million treasury shares, respectively. During the years ended December 31, 2016 and 2015 , in connection with our treasury share reissuances, we recognized reductions in Retained earnings of $16.8 million , and $23.7 million , respectively. Accumulated Other Comprehensive Loss The components of Accumulated other comprehensive loss were as follows: Deferred (Loss)/Gain on Derivative Instruments Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance at December 31, 2013 $ (7,612 ) $ (25,495 ) $ (33,107 ) Pre-tax current period change 34,521 (4,667 ) 29,854 Income tax (expense)/benefit (9,331 ) 836 (8,495 ) Balance at December 31, 2014 17,578 (29,326 ) (11,748 ) Pre-tax current period change (18,301 ) 359 (17,942 ) Income tax benefit/(expense) 4,575 (875 ) 3,700 Balance at December 31, 2015 3,852 (29,842 ) (25,990 ) Pre-tax current period change (5,106 ) (4,934 ) (10,040 ) Income tax benefit 1,277 686 1,963 Balance at December 31, 2016 $ 23 $ (34,090 ) $ (34,067 ) The details of the components of Other comprehensive (loss)/income, net of tax, for the years ended December 31, 2016 , 2015 , and 2014 are as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Other comprehensive (loss)/income before reclassifications $ (6,356 ) $ (6,816 ) $ (13,172 ) $ 19,464 $ (634 ) $ 18,830 $ 25,014 $ (3,456 ) $ 21,558 Amounts reclassified from Accumulated other comprehensive loss 2,527 2,568 5,095 (33,190 ) 118 (33,072 ) 176 (375 ) (199 ) Net current period other comprehensive (loss)/income $ (3,829 ) $ (4,248 ) $ (8,077 ) $ (13,726 ) $ (516 ) $ (14,242 ) $ 25,190 $ (3,831 ) $ 21,359 The details of the amounts reclassified from Accumulated other comprehensive loss for the years ended December 31, 2016 , 2015 , and 2014 are as follows: Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss Component Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Affected Line in Consolidated Statements of Operations Derivative instruments designated and qualifying as cash flow hedges Interest rate caps $ — $ — $ 972 Interest expense (1) Foreign currency forward contracts (17,720 ) (54,537 ) 334 Net revenue (1) Foreign currency forward contracts 21,089 10,284 (1,070 ) Cost of revenue (1) Total, before taxes 3,369 (44,253 ) 236 Income before taxes Income tax effect (842 ) 11,063 (60 ) Provision for/(benefit from) income taxes Total, net of taxes $ 2,527 $ (33,190 ) $ 176 Net income Defined benefit and retiree healthcare plans $ 2,975 $ 351 $ (361 ) Various (2) Income tax effect (407 ) (233 ) (14 ) Provision for/(benefit from) income taxes Total, net of taxes $ 2,568 $ 118 $ (375 ) Net income (1) See Note 16, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. (2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, Restructuring and special charges, and SG&A line items in the consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 10, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions SCA Share Repurchases Concurrent with the closing of the May 2014 secondary offering, we repurchased 4.0 million ordinary shares from SCA in a private, non-underwritten transaction at a price per ordinary share of $42.42 , which was equal to the price paid by the underwriters. Texas Instruments Cross License Agreement We have entered into a perpetual, royalty-free cross license agreement with TI (the “Cross License Agreement”). Under the Cross License Agreement, the parties granted each other a license to use certain technology used in connection with the other party’s business. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Future minimum payments for capital leases, other financing obligations, and non-cancelable operating leases in effect as of December 31, 2016 are as follows: Future Minimum Payments Capital Leases Other Financing Obligations Operating Leases Total For the year ending December 31, 2017 $ 5,076 $ 2,504 $ 13,107 $ 20,687 2018 5,113 2,344 10,186 17,643 2019 5,148 2,344 7,362 14,854 2020 5,184 324 4,934 10,442 2021 4,753 — 3,750 8,503 2022 and thereafter 19,507 — 30,455 49,962 Net minimum rentals 44,781 7,516 69,794 122,091 Less: interest portion (14,095 ) (1,091 ) — (15,186 ) Present value of future minimum rentals $ 30,686 $ 6,425 $ 69,794 $ 106,905 Non-cancelable purchase agreements exist with various suppliers, primarily for services such as information technology support. The terms of these agreements are fixed and determinable. As of December 31, 2016 , we had the following purchase commitments: Purchase Commitments For the year ending December 31, 2017 $ 9,484 2018 4,892 2019 996 2020 47 2021 37 2022 and thereafter 104 Total $ 15,560 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 year ended December 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, that 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. 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. Officers and Directors: 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. Initial Purchasers of Senior Notes : Pursuant to the terms of the purchase agreements entered into in connection with our private placement senior note offerings, we are obligated to indemnify the initial purchasers of the Senior Notes against certain liabilities caused by any untrue statement or alleged untrue statement of a material fact in various documents relied upon by such initial purchasers, or to contribute to payments the initial purchasers may be required to make in respect thereof. The purchase agreements do not provide a limit to the maximum future payments, if any, under these indemnifications. Intellectual Property and Product Liability Indemnification: We routinely sell products with a limited intellectual property and product liability indemnification included in the terms of sale. Historically, we have had only 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. 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. Insurance Claims The accounting for insurance claims depends on a variety of factors, including the nature of the claim, the evaluation of coverage, the amount of proceeds (or anticipated proceeds), the ability of an insurer to satisfy the claim, and the timing of the loss and corresponding recovery. In accordance with ASC 450, receipts from insurance up to the amount of loss recognized are considered recoveries. Recoveries are recognized in the financial statements when they are probable of receipt. Insurance proceeds in excess of the amount of loss recognized are considered gains. Gains are recognized in the financial statements in the period in which contingencies related to the claim (or a specific portion of the claim) have been resolved. We classify insurance proceeds in the consolidated statements of operations in a manner consistent with the related losses. Matters that have become immaterial for future disclosure The following matters have been disclosed in previous filings. While these matters have not been resolved in 2016, they have become immaterial for disclosure, as we believe any future activity is unlikely to be material to our financial statements. Environmental matters In 2001, TI's subsidiary 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, TI has retained these liabilities 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 December 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 with respect to a closed hazardous waste surface impoundment located on real property owned by CDI in Standish, Maine. The post-closure license obligates GTE to operate a pump and treatment process to reduce the levels of chlorinated solvents in the groundwater under the property. The post-closure license obligates CDI to maintain the property and provide access to GTE. We do not expect the costs to comply with the post-closure license to be material. As a related but separate matter, pursuant to the terms of an environmental agreement dated July 6, 1994, GTE retained liability and agreed to indemnify CDI for certain liabilities related to the soil and groundwater contamination from the surface impoundment and an out-of-service leach field at the Standish, Maine facility, and CDI and GTE have certain obligations related to the property and each other. The site is contaminated primarily with chlorinated solvents. In 2013, CDI subdivided and sold a portion of the property subject to the post-closure license, including a manufacturing building, but retained the portion of the property that contains the closed hazardous waste surface impoundment, for which it and GTE continue to be subject to the obligations of the post closure license. The buyer of the facility is also now subject to certain restrictions of the post-closure license. CDI has agreed to complete an ecological risk assessment on sediments in an unnamed stream crossing the sold and retained land and to indemnify the buyer for certain remediation costs associated with sediments in the unnamed stream. We do not expect the remaining cost associated with addressing the soil and groundwater contamination, or our obligations relating to the indemnification of the buyer of the facility, to be material. Pending Litigation and Claims 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 related to these alleged defects. In December 2016, we settled this matter with the customer. The settlement stipulates that we make a lump-sum cash payment of $4.4 million as reimbursement for a portion of costs incurred to date, and compensate the customer for a portion of costs associated with potential future claims. As of December 31, 2016 , we have recorded an accrual related to this settlement of $5.1 million , representing our estimate of the total amount to be paid under the terms of the settlement agreement. We do not believe that future payments required per the terms of this settlement agreement will be materially in excess of the accrued amount. Brazil Local Tax : Schrader International Brasil Ltda. ("Schrader Brazil") 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. Certain of our subsidiaries have been indemnified by a previous owner of Schrader (who is responsible for and is currently managing the defense of this matter) for any potential loss relating to this issue, however Schrader Brazil had been requested to pledge certain of its assets as collateral for the disputed amount while the case is heard. As of December 31, 2016, Schrader Brazil has been released from this lien, and we have no t recorded an accrual related to this matter. Although this matter is ongoing, we believe that we no longer have any potential risk of loss. Matters Resolved During 2016 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 . 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. 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 was 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. On June 9, 2016, the Korean Supreme Court decided not to hear further appeals. This concludes the intellectual property matters. 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 believe that all of the above matters have now been resolved, with no amount due by us, and as a result, as of December 31, 2016 , we have no t recorded an accrual related to these matters. Hassett Class Action Lawsuit: On March 19, 2015, two named plaintiffs filed a class action complaint in the U.S. District Court for the Eastern District of Michigan against Chrysler and Schrader-Bridgeport International, Inc., styled Hassett v. FCA US, LLC et al., case number 2:2015cv11030 (E.D. Michigan) . The lawsuit alleged that faulty valve stems were used in Schrader TPMS installed on Chrysler vehicles 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 did not re-file their claim, and as a result, this matter is concluded. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 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 a fair value hierarchy in accordance with ASC 820. The levels of the fair value hierarchy are described below: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2 inputs utilize inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs for the asset or liability, allowing for situations where there is little, if any, market activity for the asset or liability. Measured on a Recurring Basis The following table presents information about certain of our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fell: December 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 $ — $ 32,757 $ — $ — $ 28,569 $ — Commodity forward contracts 2,639 — — 42 — Total $ — $ 35,396 $ — $ — $ 28,611 $ — Liabilities Foreign currency forward contracts $ — $ 27,201 $ — $ — $ 20,561 $ — Commodity forward contracts — 3,790 — — 13,685 — Total $ — $ 30,991 $ — $ — $ 34,246 $ — See Note 2, "Significant Accounting Policies," under the caption Financial Instruments, for discussion of how we estimate the fair value of our financial instruments. See Note 16, "Derivative Instruments and Hedging Activities," for specific contractual terms utilized as inputs in determining fair value and a discussion of the nature of the risks being mitigated by these instruments. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own non-performance risk and the respective counterparties' non-performance risk in the fair value measurement. However, as of December 31, 2016 and 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, 2016 , we evaluated our goodwill for impairment using the qualitative method. Refer to Critical Accounting Policies and Estimates in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this Annual Report on Form 10-K for further discussion of this process. Based on this analysis, we determined that it was more likely than not that the fair values of each of our reporting units were greater than their net book values at that date. As of October 1, 2016 , 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 December 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 consolidated balance sheets as of December 31, 2016 and 2015 : December 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 $ 937,794 $ — $ 942,483 $ — $ 982,695 $ — $ 963,041 $ — 4.875% Senior Notes $ 500,000 $ — $ 514,375 $ — $ 500,000 $ — $ 484,690 $ — 5.625% Senior Notes $ 400,000 $ — $ 417,752 $ — $ 400,000 $ — $ 409,252 $ — 5.0% Senior Notes $ 700,000 $ — $ 686,000 $ — $ 700,000 $ — $ 675,941 $ — 6.25% Senior Notes $ 750,000 $ — $ 786,098 $ — $ 750,000 $ — $ 781,410 $ — Revolving Credit Facility $ — $ — $ — $ — $ 280,000 $ — $ 266,877 $ — (1) The carrying value is presented excluding discount. The fair values of the Term Loan and the Senior Notes are determined using observable prices in markets where these instruments are generally not traded on a daily basis. The fair value of the Revolving Credit Facility is calculated as the present value of the difference between the contractual spread on the loan and the estimated replacement credit spread using the current outstanding balance on the loan projected to the loan maturity. Cash and cash equivalents, trade receivables, and trade payables are carried at their cost, which approximates fair value because of their short-term nature. In March 2016, we acquired Series B Preferred Stock of Quanergy for $50.0 million . 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 December 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 | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities As required by ASC 815, we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate the derivative as being in a hedging relationship, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. We 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 consolidated statements of operations. Specific information about the valuations of derivatives is described in Note 2, "Significant Accounting Policies," and classification of derivatives in the fair value hierarchy is described in Note 15, “Fair Value Measures.” The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in Accumulated other comprehensive loss and is subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Refer to Note 12, "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 December 31, 2016 and 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 each of the years ended December 31, 2016 , 2015 , and 2014 , the ineffective portion of the changes in the fair value of these derivatives that was recognized directly in earnings was not material and no amounts were excluded from the assessment of effectiveness. As of December 31, 2016 , we estimate that $2.7 million in net gains will be reclassified from Accumulated other comprehensive loss to earnings during the twelve months ending December 31, 2017 . As of December 31, 2016 , we had the following outstanding foreign currency contracts: Notional Effective Date Maturity Date Index Weighted- Average Strike Rate Cash Flow Hedge Designation 97.7 EUR Various from February 2015 to December 2016 January 31, 2017 Euro to U.S. Dollar Exchange Rate 1.07 USD Non-designated 444.9 EUR Various from March 2015 to December 2016 Various from February 2017 to December 2018 Euro to U.S. Dollar Exchange Rate 1.13 USD Designated 545.0 CNY December 22, 2016 January 26, 2017 U.S. Dollar to Chinese Renminbi Exchange Rate 7.01 CNY Non-designated 720.0 JPY December 22, 2016 January 31, 2017 U.S. Dollar to Japanese Yen Exchange Rate 117.20 JPY Non-designated 3,321.6 KRW Various from February 2015 to August 2016 January 31, 2017 U.S. Dollar to Korean Won Exchange Rate 1,158.87 KRW Non-designated 50,239.2 KRW Various from March 2015 to December 2016 Various from February 2017 to November 2018 U.S. Dollar to Korean Won Exchange Rate 1,157.71 KRW Designated 5.7 MYR Various from February 2015 to April 2016 January 31, 2017 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.02 MYR Non-designated 81.8 MYR Various from March 2015 to November 2016 Various from February 2017 to October 2018 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.17 MYR Designated 204.0 MXN Various from February 2015 to December 2016 January 31, 2017 U.S. Dollar to Mexican Peso Exchange Rate 18.62 MXN Non-designated 2,072.7 MXN Various from March 2015 to December 2016 Various from February 2017 to December 2018 U.S. Dollar to Mexican Peso Exchange Rate 19.00 MXN Designated 21.5 GBP Various from February 2015 to December 2016 January 31, 2017 British Pound Sterling to U.S. Dollar Exchange Rate 1.27 USD Non-designated 56.2 GBP Various from March 2015 to December 2016 Various from February 2017 to December 2018 British Pound Sterling to U.S. Dollar Exchange Rate 1.40 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, and palladium. 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 December 31, 2016 : Commodity Notional Remaining Contracted Periods Weighted- Average Strike Price Per Unit Silver 1,069,914 troy oz. January 2017 - November 2018 $17.09 Gold 14,113 troy oz. January 2017 - November 2018 $1,233.30 Nickel 339,402 pounds January 2017 - November 2018 $4.98 Aluminum 5,807,659 pounds January 2017 - November 2018 $0.76 Copper 7,707,228 pounds January 2017 - November 2018 $2.32 Platinum 8,719 troy oz. January 2017 - November 2018 $1,017.41 Palladium 1,923 troy oz. January 2017 - November 2018 $641.43 The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods. Financial Instrument Presentation The following table presents the fair values of our derivative financial instruments and their classification in the consolidated balance sheets as of December 31, 2016 and 2015 : Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet Location December 31, 2016 December 31, 2015 Balance Sheet Location December 31, 2016 December 31, 2015 Derivatives designated as hedging instruments under ASC 815 Foreign currency forward contracts Prepaid expenses and other current assets $ 24,796 $ 20,057 Accrued expenses and other current liabilities $ 20,990 $ 13,851 Foreign currency forward contracts Other assets 5,693 5,382 Other long-term liabilities 3,814 3,763 Total $ 30,489 $ 25,439 $ 24,804 $ 17,614 Derivatives not designated as hedging instruments under ASC 815 Commodity forward contracts Prepaid expenses and other current assets $ 2,097 $ — Accrued expenses and other current liabilities $ 2,764 $ 10,876 Commodity forward contracts Other assets 542 42 Other long-term liabilities 1,026 2,809 Foreign currency forward contracts Prepaid expenses and other current assets 2,268 3,130 Accrued expenses and other current liabilities 2,397 2,947 Total $ 4,907 $ 3,172 $ 6,187 $ 16,632 These fair value measurements are all categorized within Level 2 of the fair value hierarchy. Refer to Note 15, "Fair Value Measures," for more information on these measurements. The following tables present the effect of our derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2016 and 2015 : Derivatives designated as hedging instruments under ASC 815 Amount of Deferred Gain/(Loss) 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 2016 2015 2016 2015 Foreign currency forward contracts $ 24,044 $ 46,540 Net revenue $ 17,720 $ 54,537 Foreign currency forward contracts $ (32,519 ) $ (20,588 ) Cost of revenue $ (21,089 ) $ (10,284 ) 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 2016 2015 Commodity forward contracts $ 7,399 (18,468 ) Other, net Foreign currency forward contracts $ (1,850 ) 3,606 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 December 31, 2016 , the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $31.5 million . As of December 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. |
Restructuring and Special Charg
Restructuring and Special Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Special Charges | Restructuring and Special Charges During the years ended December 31, 2016 , 2015 , and 2014 , we recorded restructuring and special charges of $4.1 million , $21.9 million , and $21.9 million , respectively, in the consolidated statements of operations. The restructuring and special charges recognized during the year ended December 31, 2016 , consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016. The restructuring and special charges recognized during the year ended December 31, 2015 , includes $7.6 million in severance charges recorded in connection with acquired businesses in order to integrate these businesses with ours, $4.0 million of severance charges recorded in the second quarter of 2015 related to the closing of our Schrader Brazil manufacturing facility, with the remainder primarily associated with the termination of a limited number of employees in various locations throughout the world. Additional charges related to the closing of the manufacturing facility in Brazil are not included in the table above, and are discussed below in Exit and Disposal Activities . The restructuring and special charges recognized during the year ended December 31, 2014 includes $16.2 million in severance charges recorded in connection with acquired businesses, in order to integrate these businesses with ours, with the remainder primarily associated with the termination of a limited number of employees in various locations throughout the world. The following table outlines the changes to the restructuring liability associated with the severance portion of our restructuring actions during the years ended December 31, 2016 and 2015 : Severance Balance at December 31, 2014 $ 19,914 Charges, net of reversals 19,829 Payments (13,737 ) Impact of changes in foreign currency exchange rates (2,020 ) Balance at December 31, 2015 $ 23,986 Charges, net of reversals 813 Payments (7,252 ) Impact of changes in foreign currency exchange rates (785 ) Balance at December 31, 2016 $ 16,762 The following table outlines the current and long-term components of our restructuring liabilities recognized in the consolidated balance sheets as of December 31, 2016 and 2015 . December 31, December 31, Accrued expenses and other current liabilities $ 14,566 $ 14,089 Other long-term liabilities 3,082 10,918 $ 17,648 $ 25,007 Exit and Disposal Activities In the second quarter of 2015, we decided to close our Schrader Brazil manufacturing facility. During the year ended December 31, 2015, in connection with this closing, and in addition to the $4.0 million of severance charges recorded in the Restructuring and special charges line of the consolidated statements of operations as discussed above, we incurred approximately $5.0 million of charges, primarily recorded in Cost of revenue, related to the write-down of certain assets, including PP&E and Inventory. These charges are not included in the restructuring and special charges table above. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 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 information is available and is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes share-based compensation expense, restructuring and special charges, and certain corporate costs not associated with the operations of the segment, including amortization expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. In addition, an operating segment’s performance excludes results from discontinued operations, if any. Corporate costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, income from operations or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our two reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies." The Performance Sensing segment is a manufacturer of pressure, temperature, speed, and position sensors, and electromechanical sensor products used in subsystems of automobiles (e.g., engine, air conditioning and ride stabilization), and heavy on- and off-road vehicles. These products help improve operating performance, for example, by making an automobile’s heating and air conditioning systems work more efficiently, thereby improving gas mileage. These products are also used in systems that address safety and environmental concerns, for example, by improving the stability control of the vehicle and reducing vehicle emissions. The Sensing Solutions segment is a manufacturer of a variety of control products used in industrial, aerospace, military, commercial, medical device, and residential markets, and sensors used in aerospace and industrial products such as 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 heating and air conditioning systems, refrigerators, aircraft, lighting, and other industrial applications. The Sensing Solutions business also manufactures DC to AC power inverters, which enable the operation of electronic equipment when grid power is not available. The following table presents Net revenue and Segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the years ended December 31, 2016 , 2015 , and 2014 : For the year ended December 31, 2016 2015 2014 Net revenue: Performance Sensing $ 2,385,380 $ 2,346,226 $ 1,755,857 Sensing Solutions 816,908 628,735 653,946 Total net revenue $ 3,202,288 $ 2,974,961 $ 2,409,803 Segment operating income (as defined above): Performance Sensing $ 615,526 $ 598,524 $ 475,943 Sensing Solutions 261,914 199,744 202,115 Total segment operating income 877,440 798,268 678,058 Corporate and other (179,665 ) (196,133 ) (137,872 ) Amortization of intangible assets (201,498 ) (186,632 ) (146,704 ) Restructuring and special charges (4,113 ) (21,919 ) (21,893 ) Profit from operations 492,164 393,584 371,589 Interest expense, net (165,818 ) (137,626 ) (106,104 ) Other, net (4,901 ) (50,329 ) (12,059 ) Income before income taxes $ 321,445 $ 205,629 $ 253,426 No customer exceeded 10% of our Net revenue in any of the periods presented. The following table presents Net revenue by product categories for the years ended December 31, 2016 , 2015 , and 2014 : Performance Sensing Sensing Solutions For the year ended December 31, 2016 2015 2014 Net revenue: Pressure sensors X X $ 1,764,622 $ 1,669,393 $ 1,186,913 Speed and position sensors X X 420,111 328,102 275,628 Bimetal electromechanical controls X 321,202 318,721 359,610 Temperature sensors X X 191,463 191,369 152,662 Power conversion and control X 120,357 58,180 35,160 Thermal and magnetic-hydraulic circuit breakers X 109,719 110,980 117,816 Pressure switches X X 88,905 86,994 99,489 Interconnection X 57,518 61,738 69,332 Other X X 128,391 149,484 113,193 $ 3,202,288 $ 2,974,961 $ 2,409,803 The following table presents depreciation and amortization expense for our reportable segments for the years ended December 31, 2016 , 2015 and 2014 : For the year ended December 31, 2016 2015 2014 Total depreciation and amortization Performance Sensing $ 68,837 $ 62,754 $ 40,092 Sensing Solutions 14,095 10,643 9,582 Corporate and other (1) 225,469 209,286 162,834 Total $ 308,401 $ 282,683 $ 212,508 __________________ (1) Included within Corporate and other is depreciation and amortization expense associated with the fair value step-up recognized in prior acquisitions and accelerated depreciation recorded in connection with restructuring actions. We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and intangible assets associated with these acquisitions or accelerated depreciation related to restructuring actions to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker. The following table presents total assets for the reported segments as of December 31, 2016 and 2015 : December 31, December 31, Total assets Performance Sensing $ 1,295,381 $ 1,263,790 Sensing Solutions 396,224 329,055 Corporate and other (1) 4,549,371 4,706,065 Total $ 6,240,976 $ 6,298,910 __________________ (1) Included within Corporate and other as of December 31, 2016 and 2015 is $3,005.5 million and $3,019.7 million , respectively, of Goodwill, $1,075.4 million and $1,262.6 million , respectively, of Other intangible assets, net, $351.4 million and $342.3 million , respectively, of cash, and $21.1 million and $29.0 million , respectively, of PP&E, net. This treatment is consistent with the financial information reviewed by our chief operating decision maker. The following table presents capital expenditures for our reportable segments for the years ended December 31, 2016 , 2015 , and 2014 : For the year ended December 31, 2016 2015 2014 Total capital expenditures Performance Sensing $ 99,299 $ 125,376 $ 95,534 Sensing Solutions 11,947 16,899 13,832 Corporate and other 18,971 34,921 34,845 Total $ 130,217 $ 177,196 $ 144,211 Geographic Area Information In the geographic area data below, Net revenue is aggregated based on an internal methodology that considers both the location of our subsidiaries and the primary location of each subsidiary's customers. PP&E is aggregated based on the location of our subsidiaries. The following tables present Net revenue by geographic area and by significant country for the years ended December 31, 2016 , 2015 , and 2014 : Net Revenue For the year ended December 31, 2016 2015 2014 Americas $ 1,367,860 $ 1,217,626 $ 961,024 Asia 810,094 764,298 742,263 Europe 1,024,334 993,037 706,516 $ 3,202,288 $ 2,974,961 $ 2,409,803 Net Revenue For the year ended December 31, 2016 2015 2014 United States $ 1,322,206 $ 1,084,757 $ 913,958 The Netherlands 550,937 553,192 496,376 China 412,460 346,890 341,864 Korea 182,464 198,440 181,588 Germany 168,447 144,102 25,206 Japan 152,234 153,114 150,018 All Other 413,540 494,466 300,793 $ 3,202,288 $ 2,974,961 $ 2,409,803 The following tables present PP&E, net, by geographic area and by significant country as of December 31, 2016 and 2015 : Long-Lived Assets December 31, December 31, Americas $ 271,405 $ 249,996 Asia 262,045 254,224 Europe 192,304 189,935 Total $ 725,754 $ 694,155 Long-Lived Assets December 31, December 31, United States $ 111,308 $ 128,434 China 208,821 204,835 Mexico 155,607 116,644 Bulgaria 81,719 74,433 United Kingdom 75,495 73,463 Malaysia 48,477 43,994 The Netherlands 4,142 7,254 All Other 40,185 45,098 $ 725,754 $ 694,155 |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 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 years ended December 31, 2016 , 2015 , and 2014 , the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the year ended December 31, 2016 December 31, 2015 December 31, 2014 Basic weighted-average ordinary shares outstanding 170,709 169,977 170,113 Dilutive effect of stock options 489 1,265 1,929 Dilutive effect of unvested restricted securities 262 271 175 Diluted weighted-average ordinary shares outstanding 171,460 171,513 172,217 Net income and net income per share are presented in the consolidated statements of operations. Certain potential ordinary shares were excluded from our calculation of diluted weighted-average shares outstanding because they would have had an anti-dilutive effect on net income per share, or because they related to share-based awards that were contingently issuable, for which the contingency had not been satisfied. Refer to Note 11, "Share-Based Payment Plans," for further discussion of our share-based payment plans. For the year ended December 31, 2016 December 31, 2015 December 31, 2014 Anti-dilutive shares excluded 1,401 747 737 Contingently issuable shares excluded 606 409 386 |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Unaudited Quarterly Data A summary of the unaudited quarterly results of operations for the years ended December 31, 2016 and 2015 is as follows: December 31, September 30, June 30, March 31, For the year ended December 31, 2016 Net revenue $ 788,396 $ 789,798 $ 827,545 $ 796,549 Gross profit $ 278,898 $ 280,854 $ 290,104 $ 268,171 Net income $ 66,527 $ 69,785 $ 65,510 $ 60,612 Basic net income per share $ 0.39 $ 0.41 $ 0.38 $ 0.36 Diluted net income per share $ 0.39 $ 0.41 $ 0.38 $ 0.35 December 31, September 30, June 30, March 31, For the year ended December 31, 2015 Net revenue $ 726,471 $ 727,360 $ 770,445 $ 750,685 Gross profit $ 249,814 $ 250,726 $ 252,570 $ 244,052 Net income $ 218,289 $ 53,152 $ 40,900 $ 35,355 Basic net income per share $ 1.28 $ 0.31 $ 0.24 $ 0.21 Diluted net income per share $ 1.27 $ 0.31 $ 0.24 $ 0.21 Acquisitions In the fourth quarter of 2015, we completed the acquisition of CST. In the third and fourth quarters of 2015, we recorded transaction costs of $3.7 million and $5.6 million , respectively, in connection with this acquisition, which are included within SG&A expense in the consolidated statements of operations. Refer to Note 6, "Acquisitions," for further discussion of the acquisition of CST. Debt transactions In the first quarter of 2015, we completed a series of financing transactions including the settlement of $620.9 million of the 6.5% Senior Notes in connection with a tender offer, the related issuance and sale of the 5.0% Senior Notes, and the entry into the Fifth Amendment. In connection with these transactions, in the first quarter of 2015, we recorded charges of $19.6 million in Other, net. In the second quarter of 2015, we redeemed the remaining 6.5% Senior Notes and entered into the Sixth Amendment in order to refinance the Original Term Loan and the Incremental Term Loan with the Term Loan. In connection with these transactions, in the second quarter of 2015, we recorded charges of $6.0 million in Other, net. In the fourth quarter of 2015, we completed a series of debt transactions in order to fund the acquisition of CST, including the issuance and sale of the 6.25% Senior Notes. In connection with these transactions, in the fourth quarter of 2015, we recorded $8.8 million in Interest expense, net. In addition, the debt incurred as a result of these transactions resulted in an incremental $4.4 million of interest expense in the fourth quarter of 2015. Refer to Note 8, "Debt," for further discussion of these transactions. Income taxes In the second quarter of 2015, we wrote off a $5.0 million tax indemnification asset related to a pre-acquisition tax liability that was favorably resolved, which was recorded in SG&A expense. The benefit from income taxes in the fourth quarter of 2015 included a benefit from income taxes of $180.0 million , primarily due to the release of a portion of the U.S. valuation allowance in connection with the acquisition of CST, for which deferred tax liabilities were established related to acquired intangible assets. Refer to Note 9, "Income Taxes," for further discussion of tax related matters. Restructuring charges In the second quarter of 2015, we recorded restructuring charges of $10.1 million , primarily related to severance charges associated with the termination of a limited number of employees in various locations throughout the world and severance charges recorded in connection with acquired businesses, including $4.0 million of severance charges related to the closing of our manufacturing facility in Brazil that was part of the Schrader acquisition. Also in relation to the closing of this facility, we incurred approximately $5.0 million of charges, primarily recorded in Cost of revenue, related to the write-down of certain assets, including PP&E and Inventory. In the fourth quarter of 2015, we recorded restructuring charges of $9.5 million , related to severance charges recorded in connection with acquired businesses in order to integrate these businesses with ours and charges associated with the termination of a limited number of employees in various locations throughout the world. Refer to Note 17, "Restructuring and Special Charges," for further discussion of our restructuring charges. Commodity forward contracts Gains and losses related to our commodity forward contracts, which are not designated for hedge accounting treatment in accordance with ASC 815, are recorded in Other, net in the consolidated statements of operations. During the first, second, third, and fourth quarters of 2016, we recognized gains/(losses) of $5.3 million , $5.4 million , $1.3 million , and $(4.7) million , respectively, related to these contracts. During the first, second, third, and fourth quarters of 2015, we recognized (losses) of $(1.4) million , $(4.7) million , $(8.0) million , and $(4.4) million , respectively. Refer to Note 16, "Derivative Instruments and Hedging Activities," for further discussion of our commodity forward contracts, and Note 2, "Significant Accounting Policies," for a detail of Other, net for the years ended December 31, 2016 and 2015. Litigation and claims In the second quarter of 2015, we accrued $4.0 million in Cost of revenue related to a settlement of a warranty claim brought against us by a U.S. automaker. In the third quarter of 2015, we accrued $6.0 million in Cost of revenue related to the settlement of intellectual property litigation brought against us by Bridgestone. Refer to Note 14, "Commitments and Contingencies," of our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015 for further discussion of this settled litigation. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of the Registrant | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of the Registrant | SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT SENSATA TECHNOLOGIES HOLDING N.V. (Parent Company Only) Balance Sheets (In thousands) December 31, 2016 December 31, 2015 Assets Current assets: Cash and cash equivalents $ 1,719 $ 1,283 Intercompany receivables from subsidiaries 84,396 79,384 Prepaid expenses and other current assets 683 886 Total current assets 86,798 81,553 Investment in subsidiaries 1,857,502 1,592,310 Total assets $ 1,944,300 $ 1,673,863 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 63 $ 486 Intercompany payables to subsidiaries 175 2,885 Accrued expenses and other current liabilities 1,580 983 Total current liabilities 1,818 4,354 Pension obligations 475 933 Total liabilities 2,293 5,287 Total shareholders’ equity 1,942,007 1,668,576 Total liabilities and shareholders’ equity $ 1,944,300 $ 1,673,863 The accompanying notes are an integral part of these condensed financial statements. SENSATA TECHNOLOGIES HOLDING N.V. (Parent Company Only) Statements of Operations (In thousands) For the year ended December 31, 2016 December 31, 2015 December 31, 2014 Net revenue $ — $ — $ — Operating costs/(income) and expenses: Cost of revenue — — (2,417 ) Selling, general and administrative 104 618 1,423 Total operating costs/(income) and expenses 104 618 (994 ) (Loss)/gain from operations (104 ) (618 ) 994 Interest expense, net 72 — — Other, net 107 60 (50 ) Gain/(loss) before income taxes and equity in net income of subsidiaries 75 (558 ) 944 Equity in net income of subsidiaries 262,359 348,254 282,805 Provision for income taxes — — — Net income $ 262,434 $ 347,696 $ 283,749 The accompanying notes are an integral part of these condensed financial statements. SENSATA TECHNOLOGIES HOLDING N.V. (Parent Company Only) Statements of Comprehensive Income (In thousands) For the year ended December 31, 2016 December 31, 2015 December 31, 2014 Net income $ 262,434 $ 347,696 $ 283,749 Other comprehensive (loss)/income, net of tax: Defined benefit plan 515 (22 ) (374 ) Subsidiaries' other comprehensive (loss)/income (8,592 ) (14,220 ) 21,733 Other comprehensive (loss)/income (8,077 ) (14,242 ) 21,359 Comprehensive income $ 254,357 $ 333,454 $ 305,108 The accompanying notes are an integral part of these condensed financial statements. SENSATA TECHNOLOGIES HOLDING N.V. (Parent Company Only) Statements of Cash Flows (In thousands) For the year ended December 31, 2016 December 31, 2015 December 31, 2014 Net cash used in operating activities $ (4,756 ) $ (25,576 ) $ (30,491 ) Cash flows from investing activities: Insurance proceeds — — 2,417 Return of capital from subsidiaries 6,000 6,100 164,200 Net cash provided by investing activities 6,000 6,100 166,617 Cash flows from financing activities: Proceeds from exercise of stock options and issuance of ordinary shares 3,944 19,411 24,909 Payments to repurchase ordinary shares (4,752 ) (50 ) (181,774 ) Net cash (used in)/provided by financing activities (808 ) 19,361 (156,865 ) Net change in cash and cash equivalents 436 (115 ) (20,739 ) Cash and cash equivalents, beginning of year 1,283 1,398 22,137 Cash and cash equivalents, end of year $ 1,719 $ 1,283 $ 1,398 The accompanying notes are an integral part of these condensed financial statements. 1. Basis of Presentation and Description of Business Sensata Technologies Holding N.V. (Parent Company)—Schedule I—Condensed Financial Information of Sensata Technologies Holding N.V. (“Sensata Technologies Holding”), included in this Annual Report on Form 10-K, provides all parent company information that is required to be presented in accordance with the U.S. Securities and Exchange Commission (“SEC”) rules and regulations for financial statement schedules. The accompanying condensed financial statements have been prepared in accordance with the reduced disclosure requirements permitted by the SEC. Sensata Technologies Holding and subsidiaries' audited consolidated financial statements are included elsewhere in this Annual Report on Form 10-K. Sensata Technologies Holding conducts limited separate operations and acts primarily as a holding company. Sensata Technologies Holding has no direct outstanding debt obligations. However, Sensata Technologies B.V, an indirect, wholly-owned subsidiary of Sensata Technologies Holding, is limited in its ability to pay dividends or otherwise make other distributions to its immediate parent company and, ultimately, to Sensata Technologies Holding, under its senior secured credit facilities and the indentures governing its senior notes. For a discussion of the debt obligations of the subsidiaries of Sensata Technologies Holding, see Note 8, "Debt," of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. All U.S. dollar amounts presented except per share amounts are stated in thousands, unless otherwise indicated. 2. Commitments and Contingencies For a discussion of the commitments and contingencies of the subsidiaries of Sensata Technologies Holding, see Note 14, "Commitments and Contingencies," of the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 3. Related Party Transactions On September 10, 2014, Sensata Investment Company S.C.A. ("SCA") sold its remaining shares in Sensata Technologies Holding, and was no longer a related party as of that date. The transactions below represent transactions that occurred prior to that date. Share Repurchase Concurrent with the closing of the May 2014 secondary offering, Sensata Technologies Holding repurchased 4.0 million ordinary shares from SCA in private, non-underwritten transactions at a price per ordinary share of $42.42 , which was equal to the price paid by the underwriters. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at the beginning of the period Additions Deductions Balance at the end of the period Charged, net of reversals, to expenses/against revenue For the year ended December 31, 2016 Accounts receivable allowances $ 9,535 $ 3,072 $ (796 ) $ 11,811 For the year ended December 31, 2015 Accounts receivable allowances $ 10,364 $ 2,424 $ (3,253 ) $ 9,535 For the year ended December 31, 2014 Accounts receivable allowances $ 9,199 $ 2,015 $ (850 ) $ 10,364 |
Significant Accounting Polici30
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity. All intercompany balances and transactions have been eliminated. All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. |
Reclassification, Policy | Certain reclassifications have been made to prior periods to conform to current period presentation. |
Use of Estimates, Policy | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise our judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. Estimates are used when accounting for certain items such as allowances for doubtful accounts and sales returns, depreciation and amortization, inventory obsolescence, asset impairments (including goodwill and other intangible assets), contingencies, the value of share-based compensation, the determination of accrued expenses, certain asset valuations including deferred tax asset valuations, the useful lives of property and equipment, post-retirement obligations, and the accounting for business combinations. The accounting estimates used in the preparation of the consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and/or as the operating environment changes. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. |
Revenue Recognition, Policy | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition ("ASC 605"). Revenue and related cost of revenue from product sales are recognized when the significant risks and rewards of ownership have been transferred, title to the product and risk of loss transfers to our customers, and collection of sales proceeds is reasonably assured. Based on these criteria, revenue is generally recognized when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement. Product sales are recorded net of trade discounts (including volume and early payment incentives), sales returns, value-added tax, and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our revenue and have been within our estimates. Many of our products are designed and engineered to meet customer specifications. These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to customers. Customer arrangements do not involve post-installation or post-sale testing and acceptance. |
Share-based Compensation, Policy | Share-Based Compensation ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), requires that a company measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted stock units, and recognize as compensation expense that fair value over the requisite service period. We estimate the fair value of options on the date of grant using the Black-Scholes-Merton option-pricing model. Key assumptions used in estimating the grant-date fair value of these options are as follows: the fair value of the ordinary shares, expected term, expected volatility, risk-free interest rate, and expected dividend yield. Significant factors used in determining these assumptions are detailed below. The expected term, which is a key factor in measuring the fair value and related compensation cost of share-based payments, has been determined by comparing the terms of our options granted against those of publicly-traded companies within our industry. We consider our own historical volatility, as well as the historical and implied volatilities of publicly-traded companies within our industry, in estimating expected volatility for options. Implied volatility provides a forward-looking indication and may offer insight into expected industry volatility. The risk-free interest rate is based on the yield for a U.S. Treasury security having a maturity similar to the expected term of the related option grant. The dividend yield of 0% is based on our history of having never declared or paid any dividends on our ordinary shares, and our current intention of not declaring any such dividends in the foreseeable future. See Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities," included elsewhere in this Annual Report on Form 10-K for further discussion of limitations on our ability to pay dividends. Restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange on the date of the grant. Certain of our restricted securities include performance conditions that require us to estimate the probable outcome of the performance condition. This assessment is based on management's judgment using internally developed forecasts and is assessed at each reporting period. Compensation cost is recorded if it is probable that the performance condition will be achieved. Under the fair value recognition provisions of ASC 718, we recognize share-based compensation net of estimated forfeitures and, therefore, only recognize compensation cost for those awards expected to vest over the requisite service period. Compensation expense recognized for each award ultimately reflects the number of units that actually vest. Share-based compensation expense is generally recognized as a component of Selling, general and administrative (“SG&A”) expense, which is consistent with where the related employee costs are recorded. |
Financial Instruments, Policy | Financial Instruments Derivative financial instruments: We maintain derivative financial instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer. We believe there are no significant concentrations of risk associated with our derivative financial instruments. We account for our derivative financial instruments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) and with ASC Topic 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, we record all derivatives on the balance sheet at fair value. The accounting for the change in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative as a hedging instrument for accounting purposes, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In addition, ASC 815 provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. We do not use derivative financial instruments for trading or speculation purposes. We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We enter into forward contracts for certain foreign currencies, including the Euro, Japanese yen, Mexican peso, Chinese renminbi, Korean won, Malaysian ringgit, and British pound sterling. The fair value of foreign currency forward contracts is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. These analyses utilize observable market-based inputs, including foreign exchange rates, and reflect the contractual terms of these instruments, including the period to maturity. Certain of these contracts have not been designated as accounting hedges, and in accordance with ASC 815, we recognize the changes in the fair value of these contracts in the consolidated statements of operations. The specific contractual terms utilized as inputs in determining fair value, and a discussion of the nature of the risks being mitigated by these instruments, are detailed in Note 16, “Derivative Instruments and Hedging Activities,” under the caption Hedges of Foreign Currency Risk. We enter into forward contracts for certain commodities, including silver, gold, nickel, aluminum, copper, platinum, and palladium used in the manufacturing of our products. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. The fair value of our commodity forward contracts is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. These analyses utilize observable market-based inputs, including commodity forward curves, and reflect the contractual terms of these instruments, including the period to maturity. These contracts have not been designated as accounting hedges. In accordance with ASC 815, we recognize changes in the fair value of these contracts in the consolidated statements of operations. The specific contractual terms utilized as inputs in determining fair value, and a discussion of the nature of the risks being mitigated by these instruments, are detailed in Note 16, “Derivative Instruments and Hedging Activities,” under the caption Hedges of Commodity Risk . We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. We report cash flows arising from our derivative financial instruments consistent with the classification of cash flows from the underlying hedged items. Refer to further discussion on derivative instruments in Note 16, "Derivative Instruments and Hedging Activities." Trade accounts receivable: Trade accounts receivable are recorded at invoiced amounts and do not bear interest. Trade accounts receivable are reduced by an allowance for losses on receivables, as described elsewhere in this Note. Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers. Our largest customer accounted for approximately 9% of our Net revenue for the year ended December 31, 2016 . |
Goodwill and Other Intangible Assets, Policy | Goodwill and Other Intangible Assets Businesses acquired are recorded at their fair value on the date of acquisition, with the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed recognized as goodwill. In accordance with the requirements of ASC Topic 350, Intangibles—Goodwill and Other ("ASC 350"), goodwill and intangible assets determined to have an indefinite useful life are not amortized. Instead these assets are evaluated for impairment on an annual basis, and whenever events or business conditions change that could indicate that the asset is impaired. We evaluate goodwill and indefinite-lived intangible assets for impairment in the fourth quarter of each fiscal year, unless events occur which trigger the need for an earlier impairment review. Goodwill: We have five reporting units: Performance Sensing, Electrical Protection, Power Management, Industrial Sensing, and Interconnection. These reporting units have been identified based on the definitions and guidance provided in ASC 350. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. As businesses are acquired, we assign them to an existing reporting unit or create a new reporting unit. Goodwill is assigned to reporting units as of the date of the related acquisition. We view some assets and liabilities, such as cash and cash equivalents, property, plant and equipment associated with our corporate offices, and debt, as being corporate in nature. Accordingly, we do not assign these assets and liabilities to our reporting units. |
Goodwill and Other Intangible Assets, Goodwill, Policy | Goodwill: We have five reporting units: Performance Sensing, Electrical Protection, Power Management, Industrial Sensing, and Interconnection. These reporting units have been identified based on the definitions and guidance provided in ASC 350. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. As businesses are acquired, we assign them to an existing reporting unit or create a new reporting unit. Goodwill is assigned to reporting units as of the date of the related acquisition. We view some assets and liabilities, such as cash and cash equivalents, property, plant and equipment associated with our corporate offices, and debt, as being corporate in nature. Accordingly, we do not assign these assets and liabilities to our reporting units. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its net book value. If we elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its net book value, then we perform the two-step goodwill impairment test. In the first step of the two-step goodwill impairment test, we compare the estimated fair values of our reporting units to their respective net book values, including goodwill, to determine whether there is an indicator of potential impairment. If the net book value of a reporting unit exceeds its estimated fair value, we conduct a second step in which we calculate the implied fair value of goodwill. If the carrying value of the reporting unit’s goodwill exceeds its calculated implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its identifiable assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination at the date of assessment, and the fair value of the reporting unit was the purchase price. The excess of the fair value of the reporting unit over the sum of the fair values of each of its identifiable assets and liabilities is the implied fair value of goodwill. The calculation of the fair value of our reporting units is considered a level 3 fair value measurement. We used the qualitative method to assess goodwill for impairment as of October 1, 2016 |
Goodwill and Other Intangible Assets, Intangible Assets, Policy | Indefinite-lived intangible assets: We perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment review that requires us to estimate the fair value of the indefinite–lived intangible asset and compare that amount to its carrying value. We estimate the fair value by using the relief–from–royalty method which requires us to make assumptions about future conditions impacting the value of the indefinite–lived intangible assets, including projected growth rates, cost of capital, effective tax rates, and royalty rates. Impairment, if any, is based on the excess of the carrying value over the fair value of these assets. Definite-lived intangible assets: Definite-lived intangible assets are amortized over the estimated useful life of the asset, using a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are consumed. If that pattern cannot be reliably determined, then we amortize the intangible asset using the straight-line method. Capitalized software is amortized on a straight-line basis over its estimated useful life. Capitalized software licenses are amortized on a straight-line basis over the lesser of the term of the license, or the estimated useful life of the software. Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our definite-lived intangible assets to be held and used are impaired. If we determine these facts or circumstances exist, we estimate the recoverability of these assets by comparing the projected undiscounted net cash flows associated with these assets to their respective carrying values. If the sum of the projected undiscounted net cash flows falls below the carrying value of the assets, the impairment charge is based on the excess of the carrying value over the fair value of those assets. We determine fair value by using the appropriate income approach valuation methodology, depending on the nature of the intangible asset. |
Debt Instruments, Policy | Debt Instruments A premium or discount on a debt instrument is recorded on the balance sheet as an adjustment to the carrying amount of the debt liability. In general, amounts paid to creditors are considered a reduction in the proceeds received from the issuance of the debt and are accounted for as a component of the premium or discount on the issuance, not as an issuance cost. 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"). ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. As a result of this new guidance, beginning in 2016, direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs, and underwriters' fees, among others, paid to parties other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of Interest expense, net in the consolidated statements of operations. In accounting for debt refinancing transactions, we apply the provisions of ASC Subtopic 470-50, Modifications and Extinguishments (“ASC 470-50”). Our evaluation of the accounting under ASC 470-50 is done on a creditor by creditor basis in order to determine if the terms of the debt are substantially different and, as a result, whether to apply modification or extinguishment accounting. In the event that an individual holder of existing debt did not invest in new debt, we apply extinguishment accounting. Borrowings associated with individual holders of new debt that are not holders of existing debt are accounted for as new issuances. |
Income Taxes, Policy | Income Taxes We provide for income taxes utilizing the asset and liability method. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date. In accordance with ASC Topic 740, Income Taxes ("ASC 740"), penalties and interest related to unrecognized tax benefits may be classified as either income taxes or another expense line item in the consolidated statements of operations. We classify interest and penalties related to unrecognized tax benefits within the Provision for/(benefit from) income taxes line of the consolidated statements of operations. |
Pension and Other Post-Retirement Benefit Plans, Policy | Pension and Other Post-Retirement Benefit Plans We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries. The estimates of the obligations and related expense of these plans recorded in the financial statements are based on certain assumptions. The most significant assumptions relate to discount rate, expected return on plan assets, and rate of increase in healthcare costs. Other assumptions used include employee demographic factors such as compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these assumptions annually. Our review of demographic assumptions includes analyzing historical patterns and/or referencing industry standard tables, combined with our expectations around future compensation and staffing strategies. The difference between these assumptions and our actual experience results in the recognition of an actuarial gain or loss. Actuarial gains and losses are recorded directly to Other comprehensive (loss)/income. If the total net actuarial gain or loss included in Accumulated other comprehensive loss exceeds a threshold of 10% of the greater of the projected benefit obligation or the market related value of plan assets, it is subject to amortization and recorded as a component of net periodic pension cost over the average remaining service lives of the employees participating in the pension or post-retirement benefit plan. The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants. It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements. In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effect of call provisions and differences in the timing and amounts of cash outflows related to the bonds. In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates. To determine the expected return on plan assets, we consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds. The rate of increase of healthcare costs directly impacts the estimate of our future obligations in connection with our post-retirement medical benefits. Our estimate of healthcare cost trends is based on historical increases in healthcare costs under similarly designed plans, the level of increase in healthcare costs expected in the future, and the design features of the underlying plan. We have adopted use of the Retirement Plan ("RP") 2014 mortality tables with the updated Mortality Projection ("MP") 2016 mortality improvement scale as issued by the Society of Actuaries in 2016 for our U.S. defined benefit plans. The updated MP 2016 mortality improvement scale reflects improvements in longevity as compared to the MP 2015 mortality improvement scale the Society of Actuaries issued in 2015, primarily because it includes actual Social Security mortality data for 2012, 2013 and 2014. The MP projection scale is used to factor in projected mortality improvements over time, based on age and date of birth (i.e., two-dimension generational). |
Allowance for Losses on Receivables, Policy | Allowance for Losses on Receivables The allowance for losses on receivables is used to provide for potential impairment of receivables. The allowance represents an estimate of probable but unconfirmed losses in the receivable portfolio. We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience. Customers are generally not required to provide collateral for purchases. The allowance for losses on receivables also includes an allowance for sales returns. Management judgments are used to determine when to charge off uncollectible trade accounts receivable. We base these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability and intent to pay. Losses on receivables have not historically been significant. |
Inventories, Policy | Inventories Inventories are stated at the lower of cost or estimated net realizable value. Cost for raw materials, work-in-process, and finished goods is determined based on a first-in, first-out ("FIFO") basis and includes material, labor, and applicable manufacturing overhead. We conduct quarterly inventory reviews for salability and obsolescence, and inventory considered unlikely to be sold is adjusted to net realizable value. |
Property, Plant and Equipment and Other Capitalized Costs, Policy | Property, Plant and Equipment ("PP&E") and Other Capitalized Costs PP&E is stated at cost, and in the case of plant and equipment, is depreciated on a straight-line basis over its estimated economic useful life. The depreciable lives of plant and equipment are as follows: Buildings and improvements 2 – 40 years Machinery and equipment 2 – 15 years Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated economic useful lives of the improvements. Assets held under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization expense associated with capital leases, which is included within depreciation expense, is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease, unless ownership is transferred by the end of the lease or there is a bargain purchase option, in which case the asset is amortized, normally on a straight-line basis, over the useful life that would be assigned if the asset were owned. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. |
Foreign Currency, Policy | Foreign Currency For financial reporting purposes, the functional currency of all of our subsidiaries is the U.S. dollar because of the significant influence of the U.S. dollar on our operations. In certain instances, we enter into transactions that are denominated in a currency other than the U.S. dollar. At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in U.S. dollars using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the U.S. dollar are adjusted to the U.S. dollar using the current exchange rate, with gains or losses recorded in Other, net in the consolidated statements of operations. |
Recently issued accounting standards adopted in current period and to be adopted in the future period, Policy | Recently issued 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"). ASU 2015-03 requires that debt issuance costs 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 was 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 December 31, 2016 and 2015, $33.7 million and $38.3 million , respectively, of deferred financing costs were classified as a reduction of long-term debt on our consolidated balance sheets. The adoption of ASU 2015-03 did not have any impact on our statements of operations. Refer to Note 8, "Debt," for a reconciliation of the various components of long-term debt to the consolidated balance sheets. Recently issued accounting standards 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 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. ASU 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle 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. 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. 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. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of ASU 2014-09 will have a material impact on our financial statements, however, we will continue to evaluate this assessment in 2017. We intend to adopt ASU 2014-09 on January 1, 2018. We have not yet selected a transition method, but expect to do so in 2017 upon completion of further analysis. 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 us 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. 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 do not expect the adoption of ASU 2016-09 to have a material impact on our financial position or results of operations. |
Legal Proceedings and Claims, Policy | Insurance Claims The accounting for insurance claims depends on a variety of factors, including the nature of the claim, the evaluation of coverage, the amount of proceeds (or anticipated proceeds), the ability of an insurer to satisfy the claim, and the timing of the loss and corresponding recovery. In accordance with ASC 450, receipts from insurance up to the amount of loss recognized are considered recoveries. Recoveries are recognized in the financial statements when they are probable of receipt. Insurance proceeds in excess of the amount of loss recognized are considered gains. Gains are recognized in the financial statements in the period in which contingencies related to the claim (or a specific portion of the claim) have been resolved. We classify insurance proceeds in the consolidated statements of operations in a manner consistent with the related losses. 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. |
Significant Accounting Polici31
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment, Schedule of Useful Lives | The depreciable lives of plant and equipment are as follows: Buildings and improvements 2 – 40 years Machinery and equipment 2 – 15 years |
Schedule of Other Nonoperating Income (Expense) | Other, net for the years ended December 31, 2016 , 2015 , and 2014 consisted of the following: For the year ended December 31, 2016 2015 2014 Currency remeasurement loss on net monetary assets $ (10,621 ) (9,613 ) (6,912 ) Loss on debt financing — (25,538 ) (1,875 ) Gain/(loss) on commodity forward contracts 7,399 (18,468 ) (9,017 ) (Loss)/gain on foreign currency forward contracts (1,850 ) 3,606 5,469 Other 171 (316 ) 276 Total Other, net $ (4,901 ) $ (50,329 ) $ (12,059 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PP&E as of December 31, 2016 and 2015 consisted of the following: December 31, December 31, Land $ 23,316 $ 21,715 Buildings and improvements 236,547 227,665 Machinery and equipment 1,025,900 919,287 PP&E, gross 1,285,763 1,168,667 Accumulated depreciation (560,009 ) (474,512 ) PP&E, net $ 725,754 $ 694,155 |
Schedule of Capital Leased Assets | PP&E as of December 31, 2016 and 2015 included the following assets under capital leases: December 31, December 31, PP&E recognized under capital leases $ 44,637 $ 44,259 Accumulated amortization (18,410 ) (16,308 ) Net PP&E recognized under capital leases $ 26,227 $ 27,951 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventories as of December 31, 2016 and 2015 were as follows: December 31, December 31, Finished goods $ 169,304 $ 154,827 Work-in-process 74,810 62,084 Raw materials 145,730 141,790 Total $ 389,844 $ 358,701 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table outlines the changes in goodwill, by segment: Performance Sensing Sensing Solutions Total Gross Accumulated Net Gross Accumulated Net Gross Accumulated Net Balance as of December 31, 2014 $ 1,994,623 $ — $ 1,994,623 $ 448,638 $ (18,466 ) $ 430,172 $ 2,443,261 $ (18,466 ) $ 2,424,795 CST Acquisition 147,433 — 147,433 439,944 — 439,944 587,377 — 587,377 DeltaTech - purchase accounting adjustment 2,441 — 2,441 — — — 2,441 — 2,441 Schrader - purchase accounting adjustment 5,130 — 5,130 — — — 5,130 — 5,130 Balance as of December 31, 2015 2,149,627 — 2,149,627 888,582 (18,466 ) 870,116 3,038,209 (18,466 ) 3,019,743 CST - purchase accounting adjustment (1,492 ) — (1,492 ) (12,787 ) — (12,787 ) (14,279 ) — (14,279 ) Balance as of December 31, 2016 $ 2,148,135 $ — $ 2,148,135 $ 875,795 $ (18,466 ) $ 857,329 $ 3,023,930 $ (18,466 ) $ 3,005,464 |
Schedule of Finite-Lived Intangible Assets by Major Class | The following table outlines the components of definite-lived intangible assets, excluding goodwill, as of December 31, 2016 and 2015 : Weighted- December 31, 2016 December 31, 2015 Gross Accumulated Accumulated Net Gross Accumulated Accumulated Net Completed technologies 14 $ 729,168 $ (358,500 ) $ (2,430 ) $ 368,238 $ 726,598 $ (293,564 ) $ (2,430 ) $ 430,604 Customer relationships 11 1,771,198 (1,196,961 ) (12,144 ) 562,093 1,765,704 (1,070,460 ) (12,144 ) 683,100 Non-compete agreements 8 23,400 (23,400 ) — — 23,400 (23,400 ) — — Tradenames 22 50,754 (8,672 ) — 42,082 50,754 (5,901 ) — 44,853 Capitalized software (1) 7 54,284 (19,736 ) — 34,548 55,151 (19,606 ) — 35,545 Total 12 $ 2,628,804 $ (1,607,269 ) $ (14,574 ) $ 1,006,961 $ 2,621,607 $ (1,412,931 ) $ (14,574 ) $ 1,194,102 (1) During the year ended December 31, 2016, we wrote-off approximately $7.2 million of fully-amortized capitalized software that was not in use. |
Schedule of Amortization Expense | The following table outlines Amortization of intangible assets for the years ended December 31, 2016 , 2015 , and 2014 : December 31, 2016 December 31, 2015 December 31, 2014 Acquisition-related definite-lived intangible assets $ 194,208 $ 179,785 $ 143,604 Capitalized software 7,290 6,847 3,100 Total Amortization of intangible assets $ 201,498 $ 186,632 $ 146,704 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents estimated Amortization of intangible assets for the following future periods: 2017 $ 159,824 2018 $ 136,154 2019 $ 127,006 2020 $ 110,541 2021 $ 94,727 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Accounts receivable $ 41,100 Inventories 40,679 Prepaid expenses and other current assets 11,227 Property, plant and equipment 42,109 Other intangible assets 541,010 Goodwill 573,096 Other assets 39 Accounts payable (19,088 ) Accrued expenses and other current liabilities (29,184 ) Deferred income tax liabilities (204,623 ) Pension and other post-retirement benefit obligations (3,767 ) Other long term liabilities (415 ) Fair value of net assets acquired, excluding cash and cash equivalents 992,183 Cash and cash equivalents 8,612 Fair value of net assets acquired $ 1,000,795 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted- Average Life (years) Acquired definite-lived intangible assets: Completed technologies $ 187,460 16 Customer relationships 311,110 15 Tradenames 41,900 25 Computer software 540 2 Total $ 541,010 16 |
Business Acquisition, Pro Forma Information | The following unaudited table presents the pro forma Net revenue and Net income for the following periods of the combined entity had we acquired CST on January 1, 2014. Results for the year ended December 31, 2014 include only the actual results of Schrader from the acquisition date of October 14, 2014 through December 31, 2014. (Unaudited) For the year ended December 31, 2015 December 31, 2014 Pro forma net revenue $ 3,261,515 $ 2,747,403 Pro forma net income $ 345,229 $ 255,819 |
Accrued Expenses and Other Cu36
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued expenses and other current liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2016 and 2015 consisted of the following: December 31, December 31, Accrued compensation and benefits $ 83,008 $ 81,185 Accrued interest 36,805 26,104 Foreign currency and commodity forward contracts 26,151 27,674 Accrued restructuring and severance 14,566 14,089 Current portion of pension and post-retirement benefit obligations 2,750 3,461 Other accrued expenses and current liabilities 82,286 99,476 Total $ 245,566 $ 251,989 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our long-term debt and capital lease and other financing obligations as of December 31, 2016 and 2015 consisted of the following: December 31, 2016 December 31, 2015 Term Loan $ 937,794 $ 982,695 4.875% Senior Notes 500,000 500,000 5.625% Senior Notes 400,000 400,000 5.0% Senior Notes 700,000 700,000 6.25% Senior Notes 750,000 750,000 Revolving Credit Facility — 280,000 Less: discount (17,655 ) (20,116 ) Less: deferred financing costs (33,656 ) (38,345 ) Less: current portion (9,901 ) (289,901 ) Long-term debt, net of discount and deferred financing costs, less current portion $ 3,226,582 $ 3,264,333 Capital lease and other financing obligations $ 37,111 $ 46,757 Less: current portion (4,742 ) (10,538 ) Capital lease and other financing obligations, less current portion $ 32,369 $ 36,219 |
Debt Instrument Redemption | Thereafter, we may redeem the 6.25% Senior Notes, in whole or in part, at the following prices (plus accrued and unpaid interest, if any, to the date of redemption): Period beginning February 15, Price 2021 103.125% 2022 102.083% 2023 101.042% 2024 and thereafter 100.000% |
Schedule of Maturities of Long-term Debt | The following table presents the remaining mandatory principal repayments of long-term debt, excluding capital lease payments, other financing obligations, and discretionary repurchases of debt, in each of the years ended December 31, 2017 through 2021 and thereafter. For the year ended December 31, Aggregate Maturities 2017 $ 9,901 2018 9,901 2019 9,901 2020 9,901 2021 898,190 Thereafter 2,350,000 Total long-term debt principal payments $ 3,287,794 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income before taxes for the years ended December 31, 2016 , 2015 , and 2014 was categorized by jurisdiction as follows: U.S. Non-U.S. Total For the year ended December 31, 2016 $ (43,842 ) $ 365,287 $ 321,445 2015 $ (60,707 ) $ 266,336 $ 205,629 2014 $ (92,632 ) $ 346,058 $ 253,426 |
Schedule of Components of Income Tax Expense (Benefit) | Provision for/(benefit from) income taxes for the years ended December 31, 2016 , 2015 , and 2014 was categorized by jurisdiction as follows: U.S. Federal Non-U.S. U.S. State Total For the year ended December 31, 2016 Current $ 464 $ 49,977 $ 226 $ 50,667 Deferred 10,036 2,010 (3,702 ) 8,344 Total $ 10,500 $ 51,987 $ (3,476 ) $ 59,011 2015: Current $ (8,187 ) $ 45,326 $ (197 ) $ 36,942 Deferred (168,855 ) (361 ) (9,793 ) (179,009 ) Total $ (177,042 ) $ 44,965 $ (9,990 ) $ (142,067 ) 2014: Current $ — $ 28,438 $ 395 $ 28,833 Deferred (51,564 ) (6,280 ) (1,312 ) (59,156 ) Total $ (51,564 ) $ 22,158 $ (917 ) $ (30,323 ) |
Schedule of Effective Income Tax Rate Reconciliation | The principal reconciling items from income tax computed at the U.S. statutory tax rate for the years ended December 31, 2016 , 2015 , and 2014 were as follows: For the year ended December 31, 2016 2015 2014 Tax computed at statutory rate of 35% $ 112,506 $ 71,970 $ 88,700 Foreign tax rate differential (86,339 ) (66,367 ) (70,090 ) Losses not tax benefited 32,490 56,778 40,200 Reserve for tax exposure 11,227 (2,949 ) 308 Patent box deduction (10,961 ) (3,714 ) (785 ) Withholding taxes not creditable 6,014 4,346 4,940 Unrealized foreign exchange losses/(gains), net 3,829 (12,120 ) (15,195 ) Change in tax law or rates 2,542 (10,290 ) (12,017 ) Release of valuation allowances, net (1,925 ) (180,001 ) (71,111 ) Other (10,372 ) 280 4,727 $ 59,011 $ (142,067 ) $ (30,323 ) |
Schedule of Deferred Tax Assets and Liabilities | The primary components of deferred income tax assets and liabilities as of December 31, 2016 and 2015 were as follows: December 31, December 31, Deferred tax assets: Inventories and related reserves $ 17,616 $ 12,013 Accrued expenses 32,703 76,834 Property, plant and equipment 11,297 20,008 Intangible assets 32,282 88,524 Net operating loss, interest expense, and other carryforwards 446,946 435,980 Pension liability and other 10,545 8,279 Share-based compensation 15,341 11,315 Other 3,398 2,694 Total deferred tax assets 570,128 655,647 Valuation allowance (299,746 ) (296,922 ) Net deferred tax asset 270,382 358,725 Deferred tax liabilities: Property, plant and equipment (25,195 ) (25,810 ) Intangible assets and goodwill (556,089 ) (636,366 ) Unrealized exchange gain (11,547 ) (11,753 ) Tax on undistributed earnings of subsidiaries (48,493 ) (44,078 ) Other (991 ) (4,791 ) Total deferred tax liabilities (642,315 ) (722,798 ) Net deferred tax liability $ (371,933 ) $ (364,073 ) |
Summary of Income Tax Contingencies | A reconciliation of the amount of unrecognized tax benefits is as follows: Balance at December 31, 2013 $ 22,244 Increases related to prior year tax positions 7,540 Increases related to current year tax positions 4,204 Decreases related to lapse of applicable statute of limitations (3,025 ) Decreases related to settlements with tax authorities (8,189 ) Balance at December 31, 2014 22,774 Increases related to prior year tax positions 5,467 Increases related to current year tax positions 18,382 Decreases related to settlements with tax authorities (8,566 ) Balance at December 31, 2015 38,057 Increases related to prior year tax positions 6,390 Increases related to current year tax positions 8,462 Decreases related to lapse of applicable statute of limitations (256 ) Decreases related to settlements with tax authorities (6,755 ) Balance at December 31, 2016 $ 45,898 |
Summary of Income Tax Examinations | The table that follows presents the expense/(income) related to such interest and penalties recognized in the consolidated statements of income during the years ended December 31, 2016 , 2015, and 2014, and the amount of interest and penalties recorded on the consolidated balance sheets as of December 31, 2016 and 2015: Statements of Operations Balance Sheets For the year ended December 31, As of December 31, (in millions) 2016 2015 2014 2016 2015 Interest $ 0.1 $ 0.1 $ (1.2 ) $ 1.0 $ 1.1 Penalties $ 0.1 $ (0.3 ) $ 0.5 $ 1.1 $ 1.5 |
Pension and Other Post-Retire39
Pension and Other Post-Retirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | The following table outlines the net periodic benefit cost of the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2016 , 2015 , and 2014 : For the year ended December 31, 2016 2015 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Service cost $ — $ 83 $ 2,716 $ — $ 102 $ 2,811 $ — $ 107 $ 2,480 Interest cost 1,461 364 1,179 1,564 272 1,075 1,792 329 1,185 Expected return on plan assets (2,684 ) — (952 ) (2,666 ) — (892 ) (2,450 ) — (865 ) Amortization of net loss 707 143 488 473 361 19 262 482 179 Amortization of prior service credit — (1,335 ) (20 ) — (1,335 ) (37 ) — (1,335 ) — Loss on settlement 1,293 — 34 391 — 479 — — 51 (Gain)/loss on curtailment — — (486 ) — — 1,901 — — — Net periodic benefit cost/(credit) $ 777 $ (745 ) $ 2,959 $ (238 ) $ (600 ) $ 5,356 $ (396 ) $ (417 ) $ 3,030 |
Schedule of Changes in Fair Value of Plan Assets and Projected Benefit Obligations | The following table outlines the rollforward of the benefit obligation and plan assets for the defined benefit and retiree healthcare benefit plans for the years ended December 31, 2016 and 2015 : For the year ended December 31, 2016 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Change in Benefit Obligation Beginning balance $ 57,626 $ 11,108 $ 56,102 $ 58,467 $ 9,973 $ 59,677 Service cost — 83 2,716 — 102 2,811 Interest cost 1,461 364 1,179 1,564 272 1,075 Plan participants’ contributions — — 139 — — 134 Plan amendment — — (73 ) — — 24 Actuarial loss/(gain) 4,946 (984 ) 5,127 107 (949 ) (3,683 ) Settlements — — (1,422 ) — — (1,656 ) Curtailments — — (2,169 ) — — 1,901 Benefits paid (6,354 ) (557 ) (1,764 ) (2,512 ) (466 ) (1,595 ) Acquisitions (1) — 282 253 — 2,176 1,056 Foreign currency exchange rate changes — — (1,032 ) — — (3,642 ) Ending balance $ 57,679 $ 10,296 $ 59,056 $ 57,626 $ 11,108 $ 56,102 Change in Plan Assets Beginning balance $ 55,867 $ — $ 33,961 $ 58,157 $ — $ 35,652 Actual return on plan assets 2,262 — 2,469 (19 ) — (916 ) Employer contributions 267 557 3,552 241 466 3,294 Plan participants’ contributions — — 139 — — 134 Settlements — — (1,422 ) — — (1,656 ) Benefits paid (6,354 ) (557 ) (1,764 ) (2,512 ) (466 ) (1,595 ) Foreign currency exchange rate changes — — 426 — — (952 ) Ending balance $ 52,042 $ — $ 37,361 $ 55,867 $ — $ 33,961 Funded status at end of year $ (5,637 ) $ (10,296 ) $ (21,695 ) $ (1,759 ) $ (11,108 ) $ (22,141 ) Accumulated benefit obligation at end of year $ 57,679 NA $ 53,995 $ 57,626 NA $ 50,832 (1) Relates to unfunded defined benefit plans assumed as part of the acquisition of CST in 2015. |
Schedule of Amounts Recognized in Balance Sheet | The following table outlines the funded status amounts recognized in the consolidated balance sheets as of December 31, 2016 and 2015 : December 31, 2016 December 31, 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Noncurrent assets $ — $ — $ — $ 1,703 $ — $ 1,064 Current liabilities (651 ) (1,226 ) (873 ) (548 ) (1,162 ) (1,751 ) Noncurrent liabilities (4,986 ) (9,070 ) (20,822 ) (2,914 ) (9,946 ) (21,454 ) $ (5,637 ) $ (10,296 ) $ (21,695 ) $ (1,759 ) $ (11,108 ) $ (22,141 ) |
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year | Balances recognized within Accumulated other comprehensive loss that have not been recognized as components of net periodic benefit costs, net of tax, as of December 31, 2016 , 2015 , and 2014 are as follows: 2016 2015 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Prior service credit $ — $ (512 ) $ (218 ) $ — $ (1,847 ) $ (538 ) $ — $ (3,182 ) $ (594 ) Net loss $ 22,490 $ 1,260 $ 11,070 $ 19,122 $ 2,387 $ 10,719 $ 17,194 $ 3,697 $ 12,212 |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | Information for plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2016 and 2015 is as follows: December 31, 2016 December 31, 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Projected benefit obligation $ 57,679 $ 25,367 $ 3,461 $ 29,874 Accumulated benefit obligation $ 57,679 $ 22,285 $ 3,461 $ 26,012 Plan assets $ 52,042 $ 4,876 $ — $ 6,448 |
Schedule of Accumulated and Projected Benefit Obligations | Information for plans with a projected benefit obligation in excess of plan assets as of December 31, 2016 and 2015 is as follows: December 31, 2016 December 31, 2015 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Projected benefit obligation $ 67,975 $ 54,849 $ 14,852 $ 29,874 Plan assets $ 52,042 $ 33,606 $ — $ 6,448 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Other changes in plan assets and benefit obligations, net of tax, recognized in Other comprehensive (income)/loss for the years ended December 31, 2016 , 2015 , and 2014 are as follows: For the year ended December 31, 2016 2015 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Defined Benefit Retiree Healthcare Defined Benefit Net loss/(gain) $ 5,368 $ (984 ) $ 2,505 $ 2,792 $ (949 ) $ (1,233 ) $ 143 $ (735 ) $ 4,640 Amortization of net (loss)/gain (707 ) (143 ) (436 ) (473 ) (361 ) 70 (262 ) (482 ) (167 ) Amortization of prior service credit — 1,335 15 — 1,335 32 — 1,335 2 Plan amendment — — (73 ) — — 24 — — (592 ) Settlement effect (1,293 ) — (67 ) (391 ) — (330 ) — — (51 ) Curtailment effect — — (1,272 ) — — — — — — Total recognized in other comprehensive loss/(income) $ 3,368 $ 208 $ 672 $ 1,928 $ 25 $ (1,437 ) $ (119 ) $ 118 $ 3,832 |
Schedule of Assumptions Used | Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare benefit plans as of December 31, 2016 and 2015 are as follows: December 31, 2016 December 31, 2015 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 3.20 % 3.30 % 3.10 % 3.50 % Non-U.S. assumed discount rate 1.75 % NA 2.20 % NA Non-U.S. average long-term pay progression 2.46 % NA 2.13 % NA Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2016 , 2015 , and 2014 are as follows: For the year ended December 31, 2016 2015 2014 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 3.10 % 3.50 % 2.90 % 2.90 % 3.50 % 3.40 % Non-U.S. assumed discount rate 3.83 % NA 4.19 % NA 2.66 % NA U.S. average long-term rate of return on plan assets 5.00 % — (1) 5.00 % — (1) 4.75 % — (1) Non-U.S. average long-term rate of return on plan assets 2.60 % NA 2.51 % NA 2.17 % NA Non-U.S. average long-term pay progression 3.78 % NA 4.34 % NA 3.13 % NA __________________ (1) Long-term rate of return on plan assets is not applicable to our U.S. retiree healthcare benefit plan as we do not hold assets for this plan. |
Schedule of Health Care Cost Trend Rates | Assumed healthcare cost trend rates for the U.S. retiree healthcare benefit plan as of December 31, 2016 , 2015 , and 2014 are as follows: Retiree Healthcare December 31, 2016 December 31, 2015 December 31, 2014 Assumed healthcare trend rate for next year: Attributed to less than age 65 7.10 % 7.30 % 7.60 % Attributed to age 65 or greater 7.80 % 6.80 % 7.00 % Ultimate trend rate 4.50 % 4.50 % 4.50 % Year in which ultimate trend rate is reached: Attributed to less than age 65 2038 2029 2029 Attributed to age 65 or greater 2038 2029 2029 |
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates | A one percentage point change in the assumed healthcare trend rates for the year ended December 31, 2016 would have the following effect: 1 percentage point increase 1 percentage point decrease Effect on total service and interest cost components $ 8 $ (7 ) Effect on post-retirement benefit obligations $ 242 $ (210 ) |
Schedule of Expected Benefit Payments | The table below outlines the benefits expected to be paid to participants from the plans in each of the following years, which reflect expected future service, as appropriate. The majority of the payments will be paid from plan assets and not company assets. Expected Benefit Payments U.S. Defined Benefit U.S. Retiree Healthcare Non-U.S. Defined Benefit 2017 $ 7,415 $ 1,226 $ 2,359 2018 6,797 1,301 2,162 2019 6,444 1,306 2,336 2020 5,845 1,243 2,502 2021 5,456 1,101 2,573 2022 - 2026 15,353 3,655 15,022 |
Schedule of Allocation of Plan Assets | The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2016 : Asset Class Target Allocation Actual Allocation as of December 31, 2016 U.S. large cap equity 6 % 7 % U.S. small / mid cap equity 4 % 4 % International (non-U.S.) equity 6 % 6 % Fixed income (U.S. investment and non-investment grade) 82 % 81 % High-yield fixed income 1 % 1 % International (non-U.S.) fixed income 1 % 1 % |
Defined Benefit | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Defined Benefit Plans Disclosures | The following table presents information about the plan assets measured at fair value as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall: December 31, 2016 December 31, 2015 Asset Class Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total U.S. large cap equity $ 3,786 $ — $ — $ 3,786 $ 3,787 $ — $ — $ 3,787 U.S. small / mid cap equity 2,109 — — 2,109 2,076 — — 2,076 International (non-U.S.) equity 2,867 — — 2,867 3,090 — — 3,090 Total equity mutual funds 8,762 — — 8,762 8,953 — — 8,953 Fixed income (U.S. investment grade) 42,053 — — 42,053 45,689 — — 45,689 High-yield fixed income 788 — — 788 763 — — 763 International (non-U.S.) fixed income 439 — — 439 462 — — 462 Total fixed income mutual funds 43,280 — — 43,280 46,914 — — 46,914 Total $ 52,042 $ — $ — $ 52,042 $ 55,867 $ — $ — $ 55,867 |
Japan Defined Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Allocation of Plan Assets | The following table presents information about the plan’s target asset allocation, as well as the actual allocation, as of December 31, 2016 : Asset Class Target Allocation Actual Allocation as of December 31, 2016 Equity securities 10%-90% 29 % Fixed income securities and cash and cash equivalents 10%-90% 71 % |
Schedule of Defined Benefit Plans Disclosures | The following table presents information about the plan assets measured at fair value as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall: December 31, 2016 December 31, 2015 Asset Class Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total U.S. equity $ 2,791 $ — $ — $ 2,791 $ 2,228 $ — $ — $ 2,228 International (non-U.S.) equity 5,581 — — 5,581 7,048 — — 7,048 Total equity securities 8,372 — — 8,372 9,276 — — 9,276 U.S. fixed income 2,894 249 — 3,143 3,059 — — 3,059 International (non-U.S.) fixed income 11,288 — — 11,288 10,873 1,956 — 12,829 Total fixed income securities 14,182 249 — 14,431 13,932 1,956 — 15,888 Cash and cash equivalents 5,927 — — 5,927 2,349 — — 2,349 Total $ 28,481 $ 249 $ — $ 28,730 $ 25,557 $ 1,956 $ — $ 27,513 |
Netherlands Defined Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Defined Benefit Plans Disclosures | The following tables present information about the plans’ assets measured at fair value as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall: December 31, 2016 December 31, 2015 Asset Class Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Other (insurance policies) $ — $ — $ 8,014 $ 8,014 $ — $ — $ 5,757 $ 5,757 Total $ — $ — $ 8,014 $ 8,014 $ — $ — $ 5,757 $ 5,757 |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following table outlines the rollforward of the Netherlands plan Level 3 assets for the years ended December 31, 2016 and 2015 : Fair value measurement using significant unobservable inputs (Level 3) Balance at December 31, 2014 $ 6,544 Actual return on plan assets still held at reporting date (786 ) Purchases, sales, settlements, and exchange rate changes (1 ) Balance at December 31, 2015 5,757 Actual return on plan assets still held at reporting date 2,064 Purchases, sales, settlements, and exchange rate changes 193 Balance at December 31, 2016 $ 8,014 |
Share-Based Payment Plans (Tabl
Share-Based Payment Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the years ended December 31, 2016 , 2015 , and 2014 is presented in the table below (amounts have been calculated based on unrounded shares): Stock Options Weighted-Average Exercise Price Per Option Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options Balance at December 31, 2013 5,142 21.75 7.8 87,506 Granted 767 43.61 Forfeited and expired (231 ) 35.60 Exercised (1,589 ) 15.42 47,372 Balance at December 31, 2014 4,089 27.53 6.3 101,705 Granted 353 56.60 Forfeited and expired (65 ) 43.93 Exercised (1,016 ) 18.85 34,835 Balance at December 31, 2015 3,361 32.89 6.2 47,967 Granted (2) 654 37.89 Forfeited and expired (111 ) 43.95 Exercised (358 ) 11.05 9,501 Balance at December 31, 2016 3,546 35.67 6.3 19,844 Options vested and exercisable as of December 31, 2016 2,323 32.71 5.3 18,289 Vested and expected to vest as of December 31, 2016 (1) 3,398 35.35 6.2 19,740 __________________ (1) Consists of vested options and unvested options that are expected to vest. The expected to vest options are determined by applying the forfeiture rate assumption, adjusted for cumulative actual forfeitures, to total unvested options. (2) Includes 257 performance-based options. |
Schedule of Nonvested Share Activity | A summary of the status of our unvested options as of December 31, 2016 and of the changes during the year then ended is presented in the table below (amounts have been calculated based on unrounded shares): Stock Options Weighted-Average Grant-Date Fair Value Unvested as of December 31, 2015 1,189 $ 14.04 Granted during the year 654 $ 12.08 Vested during the year (529 ) $ 13.40 Forfeited during the year (91 ) $ 13.98 Unvested as of December 31, 2016 1,223 $ 13.28 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average key assumptions used in estimating the grant-date fair value of options are as follows: For the year ended December 31, 2016 2015 2014 Expected dividend yield 0 % 0 % 0 % Expected volatility 30.00 % 30.00 % 30.00 % Risk-free interest rate 1.48 % 1.52 % 2.00 % Expected term (years) 6.0 5.9 5.9 Fair value per share of underlying ordinary shares $ 37.89 $ 56.60 $ 43.61 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted securities granted in the past three years is presented below: Year ended December 31, RSUs Granted Weighted-Average PRSUs Granted Weighted-Average Grant-Date Fair Value 2016 319 $ 38.33 180 $ 38.96 2015 150 $ 56.42 128 $ 56.94 2014 155 $ 44.52 110 $ 43.48 A summary of activity related to outstanding restricted securities for 2016 , 2015 , and 2014 is presented in the table below (amounts have been calculated based on unrounded shares): Restricted Securities Weighted-Average Grant-Date Fair Value Balance at December 31, 2013 629 $ 30.84 Granted 265 44.09 Forfeited (172 ) 34.87 Vested (65 ) 21.32 Balance at December 31, 2014 656 36.06 Granted 278 56.66 Forfeited (165 ) 38.55 Vested (115 ) 26.72 Balance at December 31, 2015 654 45.87 Granted 499 38.56 Forfeited (48 ) 47.01 Vested (185 ) 33.41 Balance at December 31, 2016 920 $ 44.35 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest | Aggregate intrinsic value information for restricted securities as of December 31, 2016 , 2015 , and 2014 is presented below: December 31, December 31, December 31, Outstanding $ 35,845 $ 30,115 $ 34,404 Expected to vest $ 26,937 $ 22,704 $ 26,982 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Weighted Average Remaining Period | The weighted-average remaining periods over which the restrictions will lapse, expressed in years, as of December 31, 2016 , 2015 , and 2014 are as follows: December 31, December 31, December 31, Outstanding 1.5 1.4 1.5 Expected to vest 1.5 1.4 1.7 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The table below presents non-cash compensation expense related to our equity awards: For the year ended December 31, December 31, December 31, Options $ 7,094 $ 7,176 $ 7,685 Restricted securities 10,331 8,150 5,300 Total share-based compensation expense $ 17,425 $ 15,326 $ 12,985 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The table below presents unrecognized compensation expense at December 31, 2016 for each class of award, and the remaining expected term for this expense to be recognized: Unrecognized compensation expense Expected recognition (years) Options $ 10,822 2.2 Restricted securities 17,448 1.7 Total unrecognized compensation expense $ 28,270 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated other comprehensive loss were as follows: Deferred (Loss)/Gain on Derivative Instruments Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance at December 31, 2013 $ (7,612 ) $ (25,495 ) $ (33,107 ) Pre-tax current period change 34,521 (4,667 ) 29,854 Income tax (expense)/benefit (9,331 ) 836 (8,495 ) Balance at December 31, 2014 17,578 (29,326 ) (11,748 ) Pre-tax current period change (18,301 ) 359 (17,942 ) Income tax benefit/(expense) 4,575 (875 ) 3,700 Balance at December 31, 2015 3,852 (29,842 ) (25,990 ) Pre-tax current period change (5,106 ) (4,934 ) (10,040 ) Income tax benefit 1,277 686 1,963 Balance at December 31, 2016 $ 23 $ (34,090 ) $ (34,067 ) |
Comprehensive Income (Loss) | The details of the components of Other comprehensive (loss)/income, net of tax, for the years ended December 31, 2016 , 2015 , and 2014 are as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Total Other comprehensive (loss)/income before reclassifications $ (6,356 ) $ (6,816 ) $ (13,172 ) $ 19,464 $ (634 ) $ 18,830 $ 25,014 $ (3,456 ) $ 21,558 Amounts reclassified from Accumulated other comprehensive loss 2,527 2,568 5,095 (33,190 ) 118 (33,072 ) 176 (375 ) (199 ) Net current period other comprehensive (loss)/income $ (3,829 ) $ (4,248 ) $ (8,077 ) $ (13,726 ) $ (516 ) $ (14,242 ) $ 25,190 $ (3,831 ) $ 21,359 |
Reclassification out of Accumulated Other Comprehensive Income | The details of the amounts reclassified from Accumulated other comprehensive loss for the years ended December 31, 2016 , 2015 , and 2014 are as follows: Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss Component Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Affected Line in Consolidated Statements of Operations Derivative instruments designated and qualifying as cash flow hedges Interest rate caps $ — $ — $ 972 Interest expense (1) Foreign currency forward contracts (17,720 ) (54,537 ) 334 Net revenue (1) Foreign currency forward contracts 21,089 10,284 (1,070 ) Cost of revenue (1) Total, before taxes 3,369 (44,253 ) 236 Income before taxes Income tax effect (842 ) 11,063 (60 ) Provision for/(benefit from) income taxes Total, net of taxes $ 2,527 $ (33,190 ) $ 176 Net income Defined benefit and retiree healthcare plans $ 2,975 $ 351 $ (361 ) Various (2) Income tax effect (407 ) (233 ) (14 ) Provision for/(benefit from) income taxes Total, net of taxes $ 2,568 $ 118 $ (375 ) Net income (1) See Note 16, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. (2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, Restructuring and special charges, and SG&A line items in the consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 10, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Leases and Other Financing Obligations | Future minimum payments for capital leases, other financing obligations, and non-cancelable operating leases in effect as of December 31, 2016 are as follows: Future Minimum Payments Capital Leases Other Financing Obligations Operating Leases Total For the year ending December 31, 2017 $ 5,076 $ 2,504 $ 13,107 $ 20,687 2018 5,113 2,344 10,186 17,643 2019 5,148 2,344 7,362 14,854 2020 5,184 324 4,934 10,442 2021 4,753 — 3,750 8,503 2022 and thereafter 19,507 — 30,455 49,962 Net minimum rentals 44,781 7,516 69,794 122,091 Less: interest portion (14,095 ) (1,091 ) — (15,186 ) Present value of future minimum rentals $ 30,686 $ 6,425 $ 69,794 $ 106,905 |
Long-term Purchase Commitment | As of December 31, 2016 , we had the following purchase commitments: Purchase Commitments For the year ending December 31, 2017 $ 9,484 2018 4,892 2019 996 2020 47 2021 37 2022 and thereafter 104 Total $ 15,560 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about certain of our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fell: December 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 $ — $ 32,757 $ — $ — $ 28,569 $ — Commodity forward contracts 2,639 — — 42 — Total $ — $ 35,396 $ — $ — $ 28,611 $ — Liabilities Foreign currency forward contracts $ — $ 27,201 $ — $ — $ 20,561 $ — Commodity forward contracts — 3,790 — — 13,685 — Total $ — $ 30,991 $ — $ — $ 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 consolidated balance sheets as of December 31, 2016 and 2015 : December 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 $ 937,794 $ — $ 942,483 $ — $ 982,695 $ — $ 963,041 $ — 4.875% Senior Notes $ 500,000 $ — $ 514,375 $ — $ 500,000 $ — $ 484,690 $ — 5.625% Senior Notes $ 400,000 $ — $ 417,752 $ — $ 400,000 $ — $ 409,252 $ — 5.0% Senior Notes $ 700,000 $ — $ 686,000 $ — $ 700,000 $ — $ 675,941 $ — 6.25% Senior Notes $ 750,000 $ — $ 786,098 $ — $ 750,000 $ — $ 781,410 $ — Revolving Credit Facility $ — $ — $ — $ — $ 280,000 $ — $ 266,877 $ — (1) The carrying value is presented excluding discount. |
Derivative Instruments and He44
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative [Line Items] | |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table presents the fair values of our derivative financial instruments and their classification in the consolidated balance sheets as of December 31, 2016 and 2015 : Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet Location December 31, 2016 December 31, 2015 Balance Sheet Location December 31, 2016 December 31, 2015 Derivatives designated as hedging instruments under ASC 815 Foreign currency forward contracts Prepaid expenses and other current assets $ 24,796 $ 20,057 Accrued expenses and other current liabilities $ 20,990 $ 13,851 Foreign currency forward contracts Other assets 5,693 5,382 Other long-term liabilities 3,814 3,763 Total $ 30,489 $ 25,439 $ 24,804 $ 17,614 Derivatives not designated as hedging instruments under ASC 815 Commodity forward contracts Prepaid expenses and other current assets $ 2,097 $ — Accrued expenses and other current liabilities $ 2,764 $ 10,876 Commodity forward contracts Other assets 542 42 Other long-term liabilities 1,026 2,809 Foreign currency forward contracts Prepaid expenses and other current assets 2,268 3,130 Accrued expenses and other current liabilities 2,397 2,947 Total $ 4,907 $ 3,172 $ 6,187 $ 16,632 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following tables present the effect of our derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2016 and 2015 : Derivatives designated as hedging instruments under ASC 815 Amount of Deferred Gain/(Loss) 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 2016 2015 2016 2015 Foreign currency forward contracts $ 24,044 $ 46,540 Net revenue $ 17,720 $ 54,537 Foreign currency forward contracts $ (32,519 ) $ (20,588 ) Cost of revenue $ (21,089 ) $ (10,284 ) |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | 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 2016 2015 Commodity forward contracts $ 7,399 (18,468 ) Other, net Foreign currency forward contracts $ (1,850 ) 3,606 Other, net |
Foreign currency forward contracts | |
Derivative [Line Items] | |
Schedule of Derivative Instruments | As of December 31, 2016 , we had the following outstanding foreign currency contracts: Notional Effective Date Maturity Date Index Weighted- Average Strike Rate Cash Flow Hedge Designation 97.7 EUR Various from February 2015 to December 2016 January 31, 2017 Euro to U.S. Dollar Exchange Rate 1.07 USD Non-designated 444.9 EUR Various from March 2015 to December 2016 Various from February 2017 to December 2018 Euro to U.S. Dollar Exchange Rate 1.13 USD Designated 545.0 CNY December 22, 2016 January 26, 2017 U.S. Dollar to Chinese Renminbi Exchange Rate 7.01 CNY Non-designated 720.0 JPY December 22, 2016 January 31, 2017 U.S. Dollar to Japanese Yen Exchange Rate 117.20 JPY Non-designated 3,321.6 KRW Various from February 2015 to August 2016 January 31, 2017 U.S. Dollar to Korean Won Exchange Rate 1,158.87 KRW Non-designated 50,239.2 KRW Various from March 2015 to December 2016 Various from February 2017 to November 2018 U.S. Dollar to Korean Won Exchange Rate 1,157.71 KRW Designated 5.7 MYR Various from February 2015 to April 2016 January 31, 2017 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.02 MYR Non-designated 81.8 MYR Various from March 2015 to November 2016 Various from February 2017 to October 2018 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.17 MYR Designated 204.0 MXN Various from February 2015 to December 2016 January 31, 2017 U.S. Dollar to Mexican Peso Exchange Rate 18.62 MXN Non-designated 2,072.7 MXN Various from March 2015 to December 2016 Various from February 2017 to December 2018 U.S. Dollar to Mexican Peso Exchange Rate 19.00 MXN Designated 21.5 GBP Various from February 2015 to December 2016 January 31, 2017 British Pound Sterling to U.S. Dollar Exchange Rate 1.27 USD Non-designated 56.2 GBP Various from March 2015 to December 2016 Various from February 2017 to December 2018 British Pound Sterling to U.S. Dollar Exchange Rate 1.40 USD Designated |
Commodity forward contracts | |
Derivative [Line Items] | |
Schedule of Derivative Instruments | We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of December 31, 2016 : Commodity Notional Remaining Contracted Periods Weighted- Average Strike Price Per Unit Silver 1,069,914 troy oz. January 2017 - November 2018 $17.09 Gold 14,113 troy oz. January 2017 - November 2018 $1,233.30 Nickel 339,402 pounds January 2017 - November 2018 $4.98 Aluminum 5,807,659 pounds January 2017 - November 2018 $0.76 Copper 7,707,228 pounds January 2017 - November 2018 $2.32 Platinum 8,719 troy oz. January 2017 - November 2018 $1,017.41 Palladium 1,923 troy oz. January 2017 - November 2018 $641.43 |
Restructuring and Special Cha45
Restructuring and Special Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table outlines the changes to the restructuring liability associated with the severance portion of our restructuring actions during the years ended December 31, 2016 and 2015 : Severance Balance at December 31, 2014 $ 19,914 Charges, net of reversals 19,829 Payments (13,737 ) Impact of changes in foreign currency exchange rates (2,020 ) Balance at December 31, 2015 $ 23,986 Charges, net of reversals 813 Payments (7,252 ) Impact of changes in foreign currency exchange rates (785 ) Balance at December 31, 2016 $ 16,762 |
Schedule of Restructuring Reserve by Balance Sheet Location | The following table outlines the current and long-term components of our restructuring liabilities recognized in the consolidated balance sheets as of December 31, 2016 and 2015 . December 31, December 31, Accrued expenses and other current liabilities $ 14,566 $ 14,089 Other long-term liabilities 3,082 10,918 $ 17,648 $ 25,007 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents Net revenue and Segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the years ended December 31, 2016 , 2015 , and 2014 : For the year ended December 31, 2016 2015 2014 Net revenue: Performance Sensing $ 2,385,380 $ 2,346,226 $ 1,755,857 Sensing Solutions 816,908 628,735 653,946 Total net revenue $ 3,202,288 $ 2,974,961 $ 2,409,803 Segment operating income (as defined above): Performance Sensing $ 615,526 $ 598,524 $ 475,943 Sensing Solutions 261,914 199,744 202,115 Total segment operating income 877,440 798,268 678,058 Corporate and other (179,665 ) (196,133 ) (137,872 ) Amortization of intangible assets (201,498 ) (186,632 ) (146,704 ) Restructuring and special charges (4,113 ) (21,919 ) (21,893 ) Profit from operations 492,164 393,584 371,589 Interest expense, net (165,818 ) (137,626 ) (106,104 ) Other, net (4,901 ) (50,329 ) (12,059 ) Income before income taxes $ 321,445 $ 205,629 $ 253,426 |
Revenue from External Customers by Products and Services | The following table presents Net revenue by product categories for the years ended December 31, 2016 , 2015 , and 2014 : Performance Sensing Sensing Solutions For the year ended December 31, 2016 2015 2014 Net revenue: Pressure sensors X X $ 1,764,622 $ 1,669,393 $ 1,186,913 Speed and position sensors X X 420,111 328,102 275,628 Bimetal electromechanical controls X 321,202 318,721 359,610 Temperature sensors X X 191,463 191,369 152,662 Power conversion and control X 120,357 58,180 35,160 Thermal and magnetic-hydraulic circuit breakers X 109,719 110,980 117,816 Pressure switches X X 88,905 86,994 99,489 Interconnection X 57,518 61,738 69,332 Other X X 128,391 149,484 113,193 $ 3,202,288 $ 2,974,961 $ 2,409,803 |
Schedule of Depreciation and Amortization, by Segment | The following table presents depreciation and amortization expense for our reportable segments for the years ended December 31, 2016 , 2015 and 2014 : For the year ended December 31, 2016 2015 2014 Total depreciation and amortization Performance Sensing $ 68,837 $ 62,754 $ 40,092 Sensing Solutions 14,095 10,643 9,582 Corporate and other (1) 225,469 209,286 162,834 Total $ 308,401 $ 282,683 $ 212,508 __________________ (1) Included within Corporate and other is depreciation and amortization expense associated with the fair value step-up recognized in prior acquisitions and accelerated depreciation recorded in connection with restructuring actions. We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and intangible assets associated with these acquisitions or accelerated depreciation related to restructuring actions to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker. |
Reconciliation of Assets from Segment to Consolidated | The following table presents total assets for the reported segments as of December 31, 2016 and 2015 : December 31, December 31, Total assets Performance Sensing $ 1,295,381 $ 1,263,790 Sensing Solutions 396,224 329,055 Corporate and other (1) 4,549,371 4,706,065 Total $ 6,240,976 $ 6,298,910 __________________ (1) Included within Corporate and other as of December 31, 2016 and 2015 is $3,005.5 million and $3,019.7 million , respectively, of Goodwill, $1,075.4 million and $1,262.6 million , respectively, of Other intangible assets, net, $351.4 million and $342.3 million , respectively, of cash, and $21.1 million and $29.0 million , respectively, of PP&E, net. This treatment is consistent with the financial information reviewed by our chief operating decision maker. |
Schedule of Capital Expenditures by Segment | The following table presents capital expenditures for our reportable segments for the years ended December 31, 2016 , 2015 , and 2014 : For the year ended December 31, 2016 2015 2014 Total capital expenditures Performance Sensing $ 99,299 $ 125,376 $ 95,534 Sensing Solutions 11,947 16,899 13,832 Corporate and other 18,971 34,921 34,845 Total $ 130,217 $ 177,196 $ 144,211 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following tables present Net revenue by geographic area and by significant country for the years ended December 31, 2016 , 2015 , and 2014 : Net Revenue For the year ended December 31, 2016 2015 2014 Americas $ 1,367,860 $ 1,217,626 $ 961,024 Asia 810,094 764,298 742,263 Europe 1,024,334 993,037 706,516 $ 3,202,288 $ 2,974,961 $ 2,409,803 Net Revenue For the year ended December 31, 2016 2015 2014 United States $ 1,322,206 $ 1,084,757 $ 913,958 The Netherlands 550,937 553,192 496,376 China 412,460 346,890 341,864 Korea 182,464 198,440 181,588 Germany 168,447 144,102 25,206 Japan 152,234 153,114 150,018 All Other 413,540 494,466 300,793 $ 3,202,288 $ 2,974,961 $ 2,409,803 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | The following tables present PP&E, net, by geographic area and by significant country as of December 31, 2016 and 2015 : Long-Lived Assets December 31, December 31, Americas $ 271,405 $ 249,996 Asia 262,045 254,224 Europe 192,304 189,935 Total $ 725,754 $ 694,155 Long-Lived Assets December 31, December 31, United States $ 111,308 $ 128,434 China 208,821 204,835 Mexico 155,607 116,644 Bulgaria 81,719 74,433 United Kingdom 75,495 73,463 Malaysia 48,477 43,994 The Netherlands 4,142 7,254 All Other 40,185 45,098 $ 725,754 $ 694,155 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | For the years ended December 31, 2016 , 2015 , and 2014 , the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the year ended December 31, 2016 December 31, 2015 December 31, 2014 Basic weighted-average ordinary shares outstanding 170,709 169,977 170,113 Dilutive effect of stock options 489 1,265 1,929 Dilutive effect of unvested restricted securities 262 271 175 Diluted weighted-average ordinary shares outstanding 171,460 171,513 172,217 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the year ended December 31, 2016 December 31, 2015 December 31, 2014 Anti-dilutive shares excluded 1,401 747 737 Contingently issuable shares excluded 606 409 386 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Quarterly Data | A summary of the unaudited quarterly results of operations for the years ended December 31, 2016 and 2015 is as follows: December 31, September 30, June 30, March 31, For the year ended December 31, 2016 Net revenue $ 788,396 $ 789,798 $ 827,545 $ 796,549 Gross profit $ 278,898 $ 280,854 $ 290,104 $ 268,171 Net income $ 66,527 $ 69,785 $ 65,510 $ 60,612 Basic net income per share $ 0.39 $ 0.41 $ 0.38 $ 0.36 Diluted net income per share $ 0.39 $ 0.41 $ 0.38 $ 0.35 December 31, September 30, June 30, March 31, For the year ended December 31, 2015 Net revenue $ 726,471 $ 727,360 $ 770,445 $ 750,685 Gross profit $ 249,814 $ 250,726 $ 252,570 $ 244,052 Net income $ 218,289 $ 53,152 $ 40,900 $ 35,355 Basic net income per share $ 1.28 $ 0.31 $ 0.24 $ 0.21 Diluted net income per share $ 1.27 $ 0.31 $ 0.24 $ 0.21 |
Business Description and Basi49
Business Description and Basis of Presentation - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
Significant Accounting Polici50
Significant Accounting Policies - Share-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Significant Accounting Polici51
Significant Accounting Policies - Financial Instruments (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Customer Concentration Risk | Net revenue | |
Concentration Risk [Line Items] | |
Percent of net revenue | 9.00% |
Significant Accounting Polici52
Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016reporting_unit | |
Accounting Policies [Abstract] | |
Number of reporting units | 5 |
Significant Accounting Polici53
Significant Accounting Policies - Property, Plant and Equipment ("PP&E") and Other Capitalized Costs (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 2 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 15 years |
Significant Accounting Polici54
Significant Accounting Policies - Other, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements, Captions [Line Items] | |||
Total Other, net | $ (4,901) | $ (50,329) | $ (12,059) |
Other, net | |||
Condensed Income Statements, Captions [Line Items] | |||
Currency remeasurement loss on net monetary assets | (10,621) | (9,613) | (6,912) |
Loss on debt financing | 0 | (25,538) | (1,875) |
Gain/(loss) on commodity forward contracts | 7,399 | (18,468) | (9,017) |
(Loss)/gain on foreign currency forward contracts | (1,850) | 3,606 | 5,469 |
Other | 171 | (316) | 276 |
Total Other, net | $ (4,901) | $ (50,329) | $ (12,059) |
Significant Accounting Polici55
Significant Accounting Policies - Recently issued accounting standards adopted in the current period (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs | $ 33,656 | $ 38,345 |
Long-term Debt | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs | $ (33,700) | $ 38,300 |
Property, Plant and Equipment56
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, at cost | $ 1,285,763 | $ 1,168,667 | |
Accumulated depreciation | (560,009) | (474,512) | |
Property, plant and equipment, net | 725,754 | 694,155 | |
Depreciation | 106,903 | 96,051 | $ 65,804 |
Land | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, at cost | 23,316 | 21,715 | |
Buildings and improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, at cost | 236,547 | 227,665 | |
Machinery and equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, at cost | 1,025,900 | 919,287 | |
Assets held under capital leases | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, at cost | 44,637 | 44,259 | |
Accumulated depreciation | (18,410) | (16,308) | |
Property, plant and equipment, net | $ 26,227 | $ 27,951 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory, Net [Abstract] | ||
Finished goods | $ 169,304 | $ 154,827 |
Work-in-process | 74,810 | 62,084 |
Raw materials | 145,730 | 141,790 |
Total | 389,844 | 358,701 |
Consignment Inventory | $ 10,300 | $ 10,100 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Gross Goodwill | $ 3,023,930 | $ 3,038,209 | $ 2,443,261 |
Accumulated Impairment | (18,466) | (18,466) | (18,466) |
Goodwill [Roll Forward] | |||
Net Goodwill, Beginning Balance | 3,019,743 | 2,424,795 | |
Net Goodwill, Ending Balance | 3,005,464 | 3,019,743 | |
Performance Sensing | |||
Goodwill [Line Items] | |||
Gross Goodwill | 2,148,135 | 2,149,627 | 1,994,623 |
Accumulated Impairment | 0 | 0 | 0 |
Goodwill [Roll Forward] | |||
Net Goodwill, Beginning Balance | 2,149,627 | 1,994,623 | |
Net Goodwill, Ending Balance | 2,148,135 | 2,149,627 | |
Sensing Solutions | |||
Goodwill [Line Items] | |||
Gross Goodwill | 875,795 | 888,582 | 448,638 |
Accumulated Impairment | (18,466) | (18,466) | $ (18,466) |
Goodwill [Roll Forward] | |||
Net Goodwill, Beginning Balance | 870,116 | 430,172 | |
Net Goodwill, Ending Balance | 857,329 | 870,116 | |
DeltaTech Acquisition | |||
Goodwill [Roll Forward] | |||
Purchase accounting adjustment | 2,441 | ||
DeltaTech Acquisition | Performance Sensing | |||
Goodwill [Roll Forward] | |||
Purchase accounting adjustment | 2,441 | ||
DeltaTech Acquisition | Sensing Solutions | |||
Goodwill [Roll Forward] | |||
Purchase accounting adjustment | 0 | ||
Schrader Acquisition | |||
Goodwill [Roll Forward] | |||
Purchase accounting adjustment | 5,130 | ||
Schrader Acquisition | Performance Sensing | |||
Goodwill [Roll Forward] | |||
Purchase accounting adjustment | 5,130 | ||
Schrader Acquisition | Sensing Solutions | |||
Goodwill [Roll Forward] | |||
Purchase accounting adjustment | 0 | ||
CST Acquisition | |||
Goodwill [Roll Forward] | |||
Acquisitions | 587,377 | ||
Purchase accounting adjustment | (14,279) | ||
CST Acquisition | Performance Sensing | |||
Goodwill [Roll Forward] | |||
Acquisitions | 147,433 | ||
Purchase accounting adjustment | (1,492) | ||
CST Acquisition | Sensing Solutions | |||
Goodwill [Roll Forward] | |||
Acquisitions | $ 439,944 | ||
Purchase accounting adjustment | $ (12,787) |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Acquired Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (Years) | 12 years | ||
Gross Carrying Amount | $ 2,628,804 | $ 2,621,607 | |
Accumulated Amortization | (1,607,269) | (1,412,931) | |
Accumulated Impairment | (14,574) | (14,574) | |
Net Carrying Value | 1,006,961 | 1,194,102 | |
Capitalized software written-off | 7,200 | ||
Amortization of intangible assets | 201,498 | 186,632 | $ 146,704 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2,017 | 159,824 | ||
2,018 | 136,154 | ||
2,019 | 127,006 | ||
2,020 | 110,541 | ||
2,021 | 94,727 | ||
Acquisition-related definite-lived intangible assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 194,208 | 179,785 | 143,604 |
Completed technologies | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (Years) | 14 years | ||
Gross Carrying Amount | $ 729,168 | 726,598 | |
Accumulated Amortization | (358,500) | (293,564) | |
Accumulated Impairment | (2,430) | (2,430) | |
Net Carrying Value | $ 368,238 | 430,604 | |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (Years) | 11 years | ||
Gross Carrying Amount | $ 1,771,198 | 1,765,704 | |
Accumulated Amortization | (1,196,961) | (1,070,460) | |
Accumulated Impairment | (12,144) | (12,144) | |
Net Carrying Value | $ 562,093 | 683,100 | |
Non-compete agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (Years) | 8 years | ||
Gross Carrying Amount | $ 23,400 | 23,400 | |
Accumulated Amortization | (23,400) | (23,400) | |
Accumulated Impairment | 0 | 0 | |
Net Carrying Value | $ 0 | 0 | |
Tradenames | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (Years) | 22 years | ||
Gross Carrying Amount | $ 50,754 | 50,754 | |
Accumulated Amortization | (8,672) | (5,901) | |
Accumulated Impairment | 0 | 0 | |
Net Carrying Value | $ 42,082 | 44,853 | |
Capitalized software (1) | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (Years) | 7 years | ||
Gross Carrying Amount | $ 54,284 | 55,151 | |
Accumulated Amortization | (19,736) | (19,606) | |
Accumulated Impairment | 0 | 0 | |
Net Carrying Value | 34,548 | 35,545 | |
Amortization of intangible assets | $ 7,290 | $ 6,847 | $ 3,100 |
Klixon and Airpax [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Length of time in existence (in years) | 65 years | ||
Klixon | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Tradenames | $ 59,100 | ||
Airpax | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Tradenames | $ 9,400 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Dec. 01, 2015 | Oct. 14, 2014 | Aug. 04, 2014 | May 29, 2014 | Jan. 02, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Goodwill | $ 3,005,464,000 | $ 3,019,743,000 | $ 2,424,795,000 | |||||
Weighted- Average Life (Years) | 12 years | |||||||
Fair Value Adjustment to Inventory | ||||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||
Pro forma net income adjustment | 4,100,000 | |||||||
Acquisition-related Costs | ||||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||
Pro forma net income adjustment | 9,300,000 | |||||||
Acquisition-related Financing Costs | ||||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||
Pro forma net income adjustment | 10,000,000 | |||||||
Completed technologies | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Weighted- Average Life (Years) | 14 years | |||||||
Customer relationships | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Weighted- Average Life (Years) | 11 years | |||||||
Tradenames | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Weighted- Average Life (Years) | 22 years | |||||||
Computer software | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Weighted- Average Life (Years) | 7 years | |||||||
CST Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 1,000,800,000 | |||||||
Deductible goodwill | 0 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Accounts receivable | 41,100,000 | |||||||
Inventories | 40,679,000 | |||||||
Prepaid expenses and other current assets | 11,227,000 | |||||||
Property, plant and equipment | 42,109,000 | |||||||
Other intangible assets | 541,010,000 | |||||||
Goodwill | 573,096,000 | |||||||
Other assets | 39,000 | |||||||
Accounts payable | (19,088,000) | |||||||
Accrued expenses and other current liabilities | (29,184,000) | |||||||
Deferred income tax liabilities | (204,623,000) | |||||||
Pension and other post-retirement benefit obligations | (3,767,000) | |||||||
Other long term liabilities | (415,000) | |||||||
Fair value of net assets acquired, excluding cash and cash equivalents | 992,183,000 | |||||||
Cash and cash equivalents | 8,612,000 | |||||||
Fair value of net assets acquired | $ 1,000,795,000 | |||||||
Weighted- Average Life (Years) | 16 years | |||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||
Pro forma net revenue | 3,261,515,000 | 2,747,403,000 | ||||||
Pro forma net income | $ 345,229,000 | $ 255,819,000 | ||||||
CST Acquisition | Completed technologies | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Other intangible assets | $ 187,460,000 | |||||||
Weighted- Average Life (Years) | 16 years | |||||||
CST Acquisition | Customer relationships | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Other intangible assets | $ 311,110,000 | |||||||
Weighted- Average Life (Years) | 15 years | |||||||
CST Acquisition | Tradenames | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Other intangible assets | $ 41,900,000 | |||||||
Weighted- Average Life (Years) | 25 years | |||||||
CST Acquisition | Computer software | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Other intangible assets | $ 540,000 | |||||||
Weighted- Average Life (Years) | 2 years | |||||||
Schrader Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 1,004,700,000 | |||||||
DeltaTech Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 177,800,000 | |||||||
Magnum Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 60,600,000 | |||||||
Wabash Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 59,600,000 |
Accrued Expenses and Other Cu61
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued expenses and other current liabilities [Abstract] | ||
Accrued compensation and benefits | $ 83,008 | $ 81,185 |
Accrued interest | 36,805 | 26,104 |
Foreign currency and commodity forward contracts | 26,151 | 27,674 |
Accrued restructuring and severance | 14,566 | 14,089 |
Current portion of pension and post-retirement benefit obligations | 2,750 | 3,461 |
Other accrued expenses and current liabilities | 82,286 | 99,476 |
Total | $ 245,566 | $ 251,989 |
Debt (Details)
Debt (Details) | Nov. 27, 2015USD ($) | Sep. 29, 2015USD ($) | Mar. 26, 2015USD ($) | May 31, 2015 | Apr. 30, 2013USD ($) | Dec. 31, 2016USD ($)amendment | Dec. 31, 2015USD ($) | Apr. 29, 2015USD ($) | Oct. 31, 2014USD ($) | Oct. 14, 2014 | Apr. 17, 2013 | May 31, 2011USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 3,287,794,000 | |||||||||||
Less: discount | (17,655,000) | $ (20,116,000) | ||||||||||
Less: deferred financing costs | (33,656,000) | (38,345,000) | ||||||||||
Less: current portion | (9,901,000) | (289,901,000) | ||||||||||
Long-term debt, net of discount and deferred financing costs, less current portion | 3,226,582,000 | 3,264,333,000 | ||||||||||
Capital lease and other financing obligations | 37,111,000 | 46,757,000 | ||||||||||
Less: current portion | (4,742,000) | (10,538,000) | ||||||||||
Capital lease and other financing obligations, less current portion | $ 32,369,000 | 36,219,000 | ||||||||||
Original Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt extinguishment amount | $ 700,000,000 | |||||||||||
Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percent | 100.00% | |||||||||||
Percent of holders | 25.00% | |||||||||||
Senior Notes | Debt Instrument, Redemption, Upon Change in in Tax Law | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percent | 100.00% | |||||||||||
Senior Notes | Debt Instrument, Redemption, Upon Change in Control Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percent | 101.00% | |||||||||||
Original Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 937,794,000 | 982,695,000 | ||||||||||
Amortization percent of principal | 1.00% | |||||||||||
Effective interest rate | 3.02% | |||||||||||
Amount that may be reborrowed once paid | $ 0 | |||||||||||
Original Term Loan | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance price percentage | 99.75% | |||||||||||
4.875% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 500,000,000 | 500,000,000 | ||||||||||
Principal amount | $ 500,000,000 | |||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | |||||||||
5.625% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 400,000,000 | 400,000,000 | ||||||||||
Interest rate | 5.625% | 5.625% | ||||||||||
5.625% Senior Notes | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 400,000,000 | |||||||||||
Interest rate | 5.625% | |||||||||||
5.0% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 700,000,000 | 700,000,000 | ||||||||||
Principal amount | $ 700,000,000 | |||||||||||
Interest rate | 5.00% | 5.00% | ||||||||||
6.25% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 750,000,000 | 750,000,000 | ||||||||||
Interest rate | 6.25% | |||||||||||
6.25% Senior Notes | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 750,000,000 | |||||||||||
Interest rate | 6.25% | |||||||||||
Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 0 | $ 280,000,000 | ||||||||||
Credit facility | $ 420,000,000 | |||||||||||
Increase to borrowing capacity | 70,000,000 | $ 100,000,000 | ||||||||||
Borrowings | $ 250,000,000 | |||||||||||
Number of amendments | amendment | 7 | |||||||||||
Maximum borrowing capacity | $ 420,000,000 | $ 350,000,000 | $ 250,000,000 | |||||||||
Remaining borrowing capacity | $ 414,400,000 | |||||||||||
Letters of credit outstanding | 5,600,000 | |||||||||||
Letter of credit borrowings | $ 0 | |||||||||||
Maximum allowable leverage ratio | 5 | |||||||||||
Maximum percent of commitment | 10.00% | |||||||||||
Revolving Credit Facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee on unused portion | 0.25% | |||||||||||
Revolving Credit Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee on unused portion | 0.375% | |||||||||||
Revolving Credit Facility | Base Rate Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Index spread 1 | 0.75% | |||||||||||
Index spread 2 | 0.50% | |||||||||||
Revolving Credit Facility | Eurodollar Rate Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Index spread 1 | 1.75% | |||||||||||
Index spread 2 | 1.50% | |||||||||||
6.5% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 700,000,000 | |||||||||||
Interest rate | 6.50% | 6.50% | 6.50% | |||||||||
Repurchase amount | $ 620,900,000 | $ 79,100,000 | ||||||||||
Base Rate Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread | 1.25% | |||||||||||
Base interest rate | 1.75% | |||||||||||
Eurodollar Rate Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread | 2.25% | |||||||||||
Base interest rate | 0.75% | |||||||||||
Leverage Ratio Achievement Scenario One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percent | 1.625% | |||||||||||
Leverage Ratio Achievement Scenario Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percent | 1.375% | |||||||||||
Senior Secured Credit Facilities and Senior Notes | STBV | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum allowable leverage ratio | 2 | |||||||||||
Maximum costs | $ 10,000,000 | |||||||||||
Maximum equity interest | 15,000,000 | |||||||||||
Maximum amount for distributions | 100,000,000 | |||||||||||
Maximum amount for dividends and distributions | 40,000,000 | |||||||||||
Maximum amount for aggregate dividends and other distributions | 150,000,000 | |||||||||||
Net assets subject to restrictions | $ 1,857,500,000 | |||||||||||
Original Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 1,100,000,000 | |||||||||||
Issuance price percent | 99.50% | |||||||||||
Incremental Term Loan Facility [Member] | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 600,000,000 | |||||||||||
Issuance price percentage | 99.25% | |||||||||||
Second redemption period | 6.25% Senior Notes | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percent | 100.00% | |||||||||||
First redemption period | 6.25% Senior Notes | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percent | 106.25% | |||||||||||
Maximum redemption percent | 40.00% | |||||||||||
Percentage of principle amount | 60.00% |
Debt - Debt Instrument Redempti
Debt - Debt Instrument Redemption (Details) | 12 Months Ended |
Dec. 31, 2016 | |
2,021 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percent | 103.125% |
2,022 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percent | 102.083% |
2,023 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percent | 101.042% |
2024 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percent | 100.00% |
Debt - Accounting for Debt Tran
Debt - Accounting for Debt Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Extinguishment of Debt [Line Items] | |||
Financing costs | $ 17,700 | ||
Deferred financing cost | $ 12,500 | 13,900 | |
Other, net | |||
Extinguishment of Debt [Line Items] | |||
Loss on debt financing | $ 0 | 25,538 | 1,875 |
Financing costs | 19,200 | ||
Interest Expense | |||
Extinguishment of Debt [Line Items] | |||
Interest expense | $ 8,800 | $ 1,900 |
Debt - Leases and Other Financi
Debt - Leases and Other Financing Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Leased Assets [Line Items] | |||
Lease term (in years) | 20 years | ||
Rent expense | $ 18.1 | $ 14.1 | $ 7.5 |
Other financing obligation | 5.2 | 6.4 | |
Baoying Facility | |||
Capital Leased Assets [Line Items] | |||
Capital lease obligation | 5.7 | 6.4 | |
Massachusetts facility | |||
Capital Leased Assets [Line Items] | |||
Capital lease obligation | $ 22.1 | 23.5 | |
Malaysian Facility | |||
Capital Leased Assets [Line Items] | |||
Capital lease obligation | $ 6.8 |
Debt - Maturities (Details)
Debt - Maturities (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 9,901 |
2,018 | 9,901 |
2,019 | 9,901 |
2,020 | 9,901 |
2,021 | 898,190 |
Thereafter | 2,350,000 |
Total long-term debt principal payments | $ 3,287,794 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 12 Months Ended | 48 Months Ended | |||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2016consolidated_tax_return | Apr. 30, 2008consolidated_tax_return | Apr. 29, 2008consolidated_tax_return | |
Income Taxes [Line Items] | |||||||
Current Fiscal Year End Date | --12-31 | ||||||
Number of consolidated tax returns | consolidated_tax_return | 1 | 2 | 1 | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||||||
U.S. | $ (43,842) | $ (60,707) | $ (92,632) | ||||
Non-U.S. | 365,287 | 266,336 | 346,058 | ||||
Income before taxes | 321,445 | 205,629 | 253,426 | ||||
U.S. Federal | |||||||
U.S. Federal, Current | 464 | (8,187) | 0 | ||||
U.S. Federal, Deferred | 10,036 | (168,855) | (51,564) | ||||
U.S. Federal, Total | 10,500 | (177,042) | (51,564) | ||||
Non-U.S. | |||||||
Non-U.S., Current | 49,977 | 45,326 | 28,438 | ||||
Non-U.S., Deferred | 2,010 | (361) | (6,280) | ||||
Non-U.S., Total | 51,987 | 44,965 | 22,158 | ||||
U.S. State | |||||||
U.S. State, Current | 226 | (197) | 395 | ||||
U.S. State, Deferred | (3,702) | (9,793) | (1,312) | ||||
U.S. State, Total | (3,476) | (9,990) | (917) | ||||
Total, Current | 50,667 | 36,942 | 28,833 | ||||
Total, Deferred | $ 8,344 | $ (179,009) | $ (59,156) | ||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||||
Statutory tax rate | 35.00% | 35.00% | 35.00% | ||||
Tax computed at statutory rate of 35% | $ 112,506 | $ 71,970 | $ 88,700 | ||||
Foreign tax rate differential | (86,339) | (66,367) | (70,090) | ||||
Losses not tax benefited | 32,490 | 56,778 | 40,200 | ||||
Reserve for tax exposure | 11,227 | (2,949) | 308 | ||||
Patent box deduction | (10,961) | (3,714) | (785) | ||||
Withholding taxes not creditable | 6,014 | 4,346 | 4,940 | ||||
Unrealized foreign exchange losses/(gains), net | 3,829 | (12,120) | (15,195) | ||||
Change in tax law or rates | 2,542 | (10,290) | (12,017) | ||||
Release of valuation allowances, net | (180,001) | (71,111) | |||||
Other | (10,372) | 280 | 4,727 | ||||
Income Tax Expense (Benefit) | 59,011 | (142,067) | (30,323) | ||||
Deferred tax assets: | |||||||
Inventories and related reserves | 17,616 | 12,013 | $ 17,616 | ||||
Accrued expenses | 32,703 | 76,834 | 32,703 | ||||
Property, plant and equipment | 11,297 | 20,008 | 11,297 | ||||
Intangible assets | 32,282 | 88,524 | 32,282 | ||||
Net operating loss, interest expense, and other carryforwards | 446,946 | 435,980 | 446,946 | ||||
Pension liability and other | 10,545 | 8,279 | 10,545 | ||||
Share-based compensation | 15,341 | 11,315 | 15,341 | ||||
Other | 3,398 | 2,694 | 3,398 | ||||
Total deferred tax assets | 570,128 | 655,647 | 570,128 | ||||
Valuation allowance | (299,746) | (296,922) | (299,746) | ||||
Net deferred tax asset | 270,382 | 358,725 | 270,382 | ||||
Deferred tax liabilities: | |||||||
Property, plant and equipment | (25,195) | (25,810) | (25,195) | ||||
Intangible assets and goodwill | (556,089) | (636,366) | (556,089) | ||||
Unrealized exchange gain | (11,547) | (11,753) | (11,547) | ||||
Tax on undistributed earnings of subsidiaries | (48,493) | (44,078) | (48,493) | ||||
Other | (991) | (4,791) | (991) | ||||
Total deferred tax liabilities | (642,315) | (722,798) | (642,315) | ||||
Net deferred tax liability | (371,933) | (364,073) | (371,933) | ||||
Expense (benefits) from income tax | 2,800 | (97,900) | |||||
US Federal | |||||||
Deferred tax liabilities: | |||||||
Net operating loss carryforwards | 520,000 | 520,000 | |||||
Interest expense carryforward | 571,200 | 571,200 | |||||
Excess tax deductions | 262,200 | 262,200 | |||||
Foreign Tax Authority | |||||||
Deferred tax liabilities: | |||||||
Net operating loss carryforwards | 206,400 | $ 206,400 | |||||
Changzhou, China Subsidiary | |||||||
Deferred tax liabilities: | |||||||
Reduced tax rate | 15.00% | ||||||
CST Acquisition | |||||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||||
Release of valuation allowances, net | $ (1,925) | ||||||
Deferred tax liabilities: | |||||||
Expense (benefits) from income tax | $ (180,000) | ||||||
Wabash, DeltaTech, And Schrader | |||||||
Deferred tax liabilities: | |||||||
Expense (benefits) from income tax | $ (71,100) | ||||||
Minimum | |||||||
Deferred tax liabilities: | |||||||
Amortization period (in years) | 6 years | ||||||
Maximum | |||||||
Deferred tax liabilities: | |||||||
Amortization period (in years) | 20 years |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning of Period | $ 38,057 | $ 22,774 | $ 22,244 |
Increases related to prior year tax positions | 6,390 | 5,467 | 7,540 |
Increases related to current year tax positions | 8,462 | 18,382 | 4,204 |
Decreases related to lapse of applicable statute of limitations | (256) | (3,025) | |
Decreases related to settlements with tax authorities | (6,755) | (8,566) | (8,189) |
Unrecognized Tax Benefits, End of Period | 45,898 | 38,057 | $ 22,774 |
Maximum liability for unrecognized tax benefit | 8,000 | ||
Unrecognized tax benefits | $ 12,000 | 13,500 | |
Capital Restructuring Transaction | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Increases related to current year tax positions | $ 16,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Examinations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Interest recorded/(reversed) Statement of Operations | $ 0.1 | $ 0.1 | $ (1.2) |
Interest recorded/(reversed) Balance Sheets | 1 | 1.1 | |
Penalties recorded/(reversed) Statement of Operations | 0.1 | (0.3) | $ 0.5 |
Penalties recorded/(reversed) Balance Sheets | $ 1.1 | $ 1.5 |
Pension and Other Post-Retire70
Pension and Other Post-Retirement Benefits (Details) | Jul. 31, 2012plan | Dec. 31, 2013USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012plan |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of defined contribution plans | plan | 2 | 1 | ||||
Percent of annual eligible earnings | 4.00% | |||||
Aggregate expense | $ 5,800,000 | $ 4,700,000 | $ 3,200,000 | |||
Change in Benefit Obligation | ||||||
Curtailments | 0 | |||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||
Current liabilities | (2,750,000) | (3,461,000) | ||||
Noncurrent liabilities | (34,878,000) | (34,314,000) | ||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||
Amortized gain | 100,000 | |||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||
Total recognized in other comprehensive loss/(income) | 4,248,000 | 516,000 | 3,831,000 | |||
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract] | ||||||
1 percentage point increase, Effect on total service and interest cost components | 8,000 | |||||
1 percentage point increase, Effect on post-retirement benefit obligations | 242,000 | |||||
1 percentage point decrease, Effect on total service and interest cost components | (7,000) | |||||
1 percentage point decrease, Effect on post-retirement benefit obligations | $ (210,000) | |||||
Defined Benefit | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of consecutive years of compensation | 5 years | |||||
Contribution amount | $ 0 | |||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||||
Service cost | 0 | 0 | 0 | |||
Interest cost | 1,461,000 | 1,564,000 | 1,792,000 | |||
Expected return on plan assets | (2,684,000) | (2,666,000) | (2,450,000) | |||
Amortization of net loss | 707,000 | 473,000 | 262,000 | |||
Amortization of prior service credit | 0 | 0 | 0 | |||
Loss on settlement | 1,293,000 | 391,000 | 0 | |||
(Gain)/loss on curtailment | 0 | 0 | 0 | |||
(Gain)/loss on curtailment | 0 | 0 | ||||
Net periodic benefit cost/(credit) | 777,000 | (238,000) | (396,000) | |||
Change in Benefit Obligation | ||||||
Beginning balance | 57,626,000 | 58,467,000 | ||||
Service cost | 0 | 0 | 0 | |||
Interest cost | 1,461,000 | 1,564,000 | 1,792,000 | |||
Plan participants’ contributions | 0 | 0 | ||||
Plan amendment | 0 | 0 | ||||
Actuarial loss/(gain) | 4,946,000 | 107,000 | ||||
Settlements | 0 | 0 | ||||
Curtailments | 0 | 0 | ||||
Benefits paid | (6,354,000) | (2,512,000) | ||||
Acquisitions | 0 | 0 | ||||
Foreign currency exchange rate changes | 0 | 0 | ||||
Ending balance | 57,679,000 | 57,626,000 | 58,467,000 | |||
Change in Plan Assets | ||||||
Beginning balance | 55,867,000 | 58,157,000 | ||||
Actual return on plan assets | 2,262,000 | (19,000) | ||||
Employer contributions | 267,000 | 241,000 | ||||
Plan participants’ contributions | 0 | 0 | ||||
Settlements | 0 | 0 | ||||
Benefits paid | (6,354,000) | (2,512,000) | ||||
Foreign currency exchange rate changes | 0 | 0 | ||||
Ending balance | 52,042,000 | 55,867,000 | 58,157,000 | |||
Funded status at end of year | (5,637,000) | (1,759,000) | ||||
Accumulated benefit obligation at end of year | 57,679,000 | 57,626,000 | ||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||
Noncurrent assets | 0 | 1,703,000 | ||||
Current liabilities | (651,000) | (548,000) | ||||
Noncurrent liabilities | (4,986,000) | (2,914,000) | ||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | (5,637,000) | (1,759,000) | ||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||
Prior service credit | 0 | 0 | 0 | |||
Net loss | 22,490,000 | 19,122,000 | 17,194,000 | |||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||
Projected benefit obligation | 57,679,000 | 3,461,000 | ||||
Accumulated benefit obligation | 57,679,000 | 3,461,000 | ||||
Plan assets | 52,042,000 | 0 | ||||
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||
Projected benefit obligation | 67,975,000 | 14,852,000 | ||||
Plan assets | 52,042,000 | 0 | ||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||
Net loss/(gain) | 5,368,000 | 2,792,000 | 143,000 | |||
Amortization of net (loss)/gain | (707,000) | (473,000) | (262,000) | |||
Amortization of prior service credit | 0 | 0 | 0 | |||
Plan amendment | 0 | 0 | 0 | |||
Settlement effect | (1,293,000) | (391,000) | 0 | |||
Total recognized in other comprehensive loss/(income) | $ 3,368,000 | $ 1,928,000 | $ (119,000) | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||||||
Discount rate | 3.20% | 3.10% | ||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||||
Discount rate | 3.10% | 2.90% | 3.50% | |||
Long-term rate of return on plan assets | 5.00% | 5.00% | 4.75% | |||
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | ||||||
2,017 | $ 7,415,000 | |||||
2,018 | 6,797,000 | |||||
2,019 | 6,444,000 | |||||
2,020 | 5,845,000 | |||||
2,021 | 5,456,000 | |||||
2022-2026 | 15,353,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 55,867,000 | $ 58,157,000 | ||||
Ending balance | 52,042,000 | 55,867,000 | $ 58,157,000 | |||
Defined Benefit | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 55,867,000 | |||||
Ending balance | 52,042,000 | 55,867,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 55,867,000 | |||||
Ending balance | 52,042,000 | 55,867,000 | ||||
Defined Benefit | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | Equity securities | ||||||
Change in Plan Assets | ||||||
Beginning balance | 8,953,000 | |||||
Ending balance | 8,762,000 | 8,953,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 16.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 8,953,000 | |||||
Ending balance | 8,762,000 | 8,953,000 | ||||
Defined Benefit | Equity securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 8,953,000 | |||||
Ending balance | 8,762,000 | 8,953,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 8,953,000 | |||||
Ending balance | 8,762,000 | 8,953,000 | ||||
Defined Benefit | Equity securities | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | Equity securities | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | US Large Cap | ||||||
Change in Plan Assets | ||||||
Beginning balance | 3,787,000 | |||||
Ending balance | $ 3,786,000 | 3,787,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 6.00% | |||||
Actual Allocation | 7.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 3,787,000 | |||||
Ending balance | 3,786,000 | 3,787,000 | ||||
Defined Benefit | US Large Cap | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 3,787,000 | |||||
Ending balance | 3,786,000 | 3,787,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 3,787,000 | |||||
Ending balance | 3,786,000 | 3,787,000 | ||||
Defined Benefit | US Large Cap | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | US Large Cap | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | US Small Mid Cap | ||||||
Change in Plan Assets | ||||||
Beginning balance | 2,076,000 | |||||
Ending balance | $ 2,109,000 | 2,076,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 4.00% | |||||
Actual Allocation | 4.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 2,076,000 | |||||
Ending balance | 2,109,000 | 2,076,000 | ||||
Defined Benefit | US Small Mid Cap | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 2,076,000 | |||||
Ending balance | 2,109,000 | 2,076,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 2,076,000 | |||||
Ending balance | 2,109,000 | 2,076,000 | ||||
Defined Benefit | US Small Mid Cap | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | US Small Mid Cap | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | International | ||||||
Change in Plan Assets | ||||||
Beginning balance | 3,090,000 | |||||
Ending balance | $ 2,867,000 | 3,090,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 6.00% | |||||
Actual Allocation | 6.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 3,090,000 | |||||
Ending balance | 2,867,000 | 3,090,000 | ||||
Defined Benefit | International | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 3,090,000 | |||||
Ending balance | 2,867,000 | 3,090,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 3,090,000 | |||||
Ending balance | 2,867,000 | 3,090,000 | ||||
Defined Benefit | International | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | International | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | Fixed income securities | ||||||
Change in Plan Assets | ||||||
Beginning balance | 46,914,000 | |||||
Ending balance | 43,280,000 | 46,914,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 84.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 46,914,000 | |||||
Ending balance | 43,280,000 | 46,914,000 | ||||
Defined Benefit | Fixed income securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 46,914,000 | |||||
Ending balance | 43,280,000 | 46,914,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 46,914,000 | |||||
Ending balance | 43,280,000 | 46,914,000 | ||||
Defined Benefit | Fixed income securities | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | Fixed income securities | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | US Fixed Income | ||||||
Change in Plan Assets | ||||||
Beginning balance | 45,689,000 | |||||
Ending balance | $ 42,053,000 | 45,689,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 82.00% | |||||
Actual Allocation | 81.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 45,689,000 | |||||
Ending balance | 42,053,000 | 45,689,000 | ||||
Defined Benefit | US Fixed Income | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 45,689,000 | |||||
Ending balance | 42,053,000 | 45,689,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 45,689,000 | |||||
Ending balance | 42,053,000 | 45,689,000 | ||||
Defined Benefit | US Fixed Income | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | US Fixed Income | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | High-yield Fixed Income | ||||||
Change in Plan Assets | ||||||
Beginning balance | 763,000 | |||||
Ending balance | $ 788,000 | 763,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 1.00% | |||||
Actual Allocation | 1.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 763,000 | |||||
Ending balance | 788,000 | 763,000 | ||||
Defined Benefit | High-yield Fixed Income | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 763,000 | |||||
Ending balance | 788,000 | 763,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 763,000 | |||||
Ending balance | 788,000 | 763,000 | ||||
Defined Benefit | High-yield Fixed Income | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | High-yield Fixed Income | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | International Fixed Income | ||||||
Change in Plan Assets | ||||||
Beginning balance | 462,000 | |||||
Ending balance | $ 439,000 | 462,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 1.00% | |||||
Actual Allocation | 1.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 462,000 | |||||
Ending balance | 439,000 | 462,000 | ||||
Defined Benefit | International Fixed Income | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 462,000 | |||||
Ending balance | 439,000 | 462,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 462,000 | |||||
Ending balance | 439,000 | 462,000 | ||||
Defined Benefit | International Fixed Income | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Defined Benefit | International Fixed Income | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Retiree Healthcare Benefit Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Gain from amendment | $ 7,200,000 | |||||
Number of years from date of recognition | 5 years | |||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||||
Service cost | 83,000 | 102,000 | 107,000 | |||
Interest cost | 364,000 | 272,000 | 329,000 | |||
Expected return on plan assets | 0 | 0 | 0 | |||
Amortization of net loss | 143,000 | 361,000 | 482,000 | |||
Amortization of prior service credit | (1,335,000) | (1,335,000) | (1,335,000) | |||
Loss on settlement | 0 | 0 | 0 | |||
(Gain)/loss on curtailment | 0 | 0 | 0 | |||
(Gain)/loss on curtailment | 0 | 0 | ||||
Net periodic benefit cost/(credit) | (745,000) | (600,000) | (417,000) | |||
Change in Benefit Obligation | ||||||
Beginning balance | 11,108,000 | 9,973,000 | ||||
Service cost | 83,000 | 102,000 | 107,000 | |||
Interest cost | 364,000 | 272,000 | 329,000 | |||
Plan participants’ contributions | 0 | 0 | ||||
Plan amendment | 0 | 0 | ||||
Actuarial loss/(gain) | (984,000) | (949,000) | ||||
Settlements | 0 | 0 | ||||
Curtailments | 0 | 0 | ||||
Benefits paid | (557,000) | (466,000) | ||||
Acquisitions | 282,000 | 2,176,000 | ||||
Foreign currency exchange rate changes | 0 | 0 | ||||
Ending balance | 10,296,000 | 11,108,000 | 9,973,000 | |||
Change in Plan Assets | ||||||
Beginning balance | 0 | 0 | ||||
Actual return on plan assets | 0 | 0 | ||||
Employer contributions | 557,000 | 466,000 | ||||
Plan participants’ contributions | 0 | 0 | ||||
Settlements | 0 | 0 | ||||
Benefits paid | (557,000) | (466,000) | ||||
Foreign currency exchange rate changes | 0 | 0 | ||||
Ending balance | 0 | 0 | 0 | |||
Funded status at end of year | (10,296,000) | (11,108,000) | ||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||
Noncurrent assets | 0 | 0 | ||||
Current liabilities | (1,226,000) | (1,162,000) | ||||
Noncurrent liabilities | (9,070,000) | (9,946,000) | ||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | (10,296,000) | (11,108,000) | ||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||
Prior service credit | (512,000) | (1,847,000) | (3,182,000) | |||
Net loss | 1,260,000 | 2,387,000 | 3,697,000 | |||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||
Net loss/(gain) | (984,000) | (949,000) | (735,000) | |||
Amortization of net (loss)/gain | (143,000) | (361,000) | (482,000) | |||
Amortization of prior service credit | 1,335,000 | 1,335,000 | 1,335,000 | |||
Plan amendment | 0 | 0 | 0 | |||
Settlement effect | 0 | 0 | 0 | |||
Total recognized in other comprehensive loss/(income) | $ 208,000 | $ 25,000 | $ 118,000 | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||||||
Discount rate | 3.30% | 3.50% | ||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||||
Discount rate | 3.50% | 2.90% | 3.40% | |||
Long-term rate of return on plan assets | 0.00% | 0.00% | 0.00% | |||
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | ||||||
Ultimate trend rate | 4.50% | 4.50% | 4.50% | |||
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | ||||||
2,017 | $ 1,226,000 | |||||
2,018 | 1,301,000 | |||||
2,019 | 1,306,000 | |||||
2,020 | 1,243,000 | |||||
2,021 | 1,101,000 | |||||
2022-2026 | 3,655,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | $ 0 | ||||
Ending balance | $ 0 | $ 0 | $ 0 | |||
Retiree Healthcare Benefit Plan | Attributed to less than age 65 | ||||||
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | ||||||
Assumed healthcare trend rate for next year: | 7.10% | 7.30% | 7.60% | |||
Year in which ultimate trend rate is reached: | 2,038 | 2,029 | 2,029 | |||
Retiree Healthcare Benefit Plan | Attributed to age 65 or greater | ||||||
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | ||||||
Assumed healthcare trend rate for next year: | 7.80% | 6.80% | 7.00% | |||
Year in which ultimate trend rate is reached: | 2,038 | 2,029 | 2,029 | |||
Non-US Pension Plan, Defined Benefit | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contribution amount | $ 1,700,000 | |||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||||
Service cost | 2,716,000 | $ 2,811,000 | $ 2,480,000 | |||
Interest cost | 1,179,000 | 1,075,000 | 1,185,000 | |||
Expected return on plan assets | (952,000) | (892,000) | (865,000) | |||
Amortization of net loss | 488,000 | 19,000 | 179,000 | |||
Amortization of prior service credit | (20,000) | (37,000) | 0 | |||
Loss on settlement | 34,000 | 479,000 | 51,000 | |||
(Gain)/loss on curtailment | 486,000 | (1,901,000) | 0 | |||
(Gain)/loss on curtailment | (2,169,000) | 1,901,000 | ||||
Net periodic benefit cost/(credit) | 2,959,000 | 5,356,000 | 3,030,000 | |||
Change in Benefit Obligation | ||||||
Beginning balance | 56,102,000 | 59,677,000 | ||||
Service cost | 2,716,000 | 2,811,000 | 2,480,000 | |||
Interest cost | 1,179,000 | 1,075,000 | 1,185,000 | |||
Plan participants’ contributions | 139,000 | 134,000 | ||||
Plan amendment | (73,000) | 24,000 | ||||
Actuarial loss/(gain) | 5,127,000 | (3,683,000) | ||||
Settlements | (1,422,000) | (1,656,000) | ||||
Curtailments | (1,272,000) | 0 | ||||
Benefits paid | (1,764,000) | (1,595,000) | ||||
Acquisitions | 253,000 | 1,056,000 | ||||
Foreign currency exchange rate changes | (1,032,000) | (3,642,000) | ||||
Ending balance | 59,056,000 | 56,102,000 | 59,677,000 | |||
Change in Plan Assets | ||||||
Beginning balance | 33,961,000 | 35,652,000 | ||||
Actual return on plan assets | 2,469,000 | (916,000) | ||||
Employer contributions | 3,552,000 | 3,294,000 | ||||
Plan participants’ contributions | 139,000 | 134,000 | ||||
Settlements | (1,422,000) | (1,656,000) | ||||
Benefits paid | (1,764,000) | (1,595,000) | ||||
Foreign currency exchange rate changes | 426,000 | (952,000) | ||||
Ending balance | 37,361,000 | 33,961,000 | 35,652,000 | |||
Funded status at end of year | (21,695,000) | (22,141,000) | ||||
Accumulated benefit obligation at end of year | 53,995,000 | 50,832,000 | ||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] | ||||||
Noncurrent assets | 0 | 1,064,000 | ||||
Current liabilities | (873,000) | (1,751,000) | ||||
Noncurrent liabilities | (20,822,000) | (21,454,000) | ||||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | (21,695,000) | (22,141,000) | ||||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] | ||||||
Prior service credit | (218,000) | (538,000) | (594,000) | |||
Net loss | 11,070,000 | 10,719,000 | 12,212,000 | |||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||
Projected benefit obligation | 25,367,000 | 29,874,000 | ||||
Accumulated benefit obligation | 22,285,000 | 26,012,000 | ||||
Plan assets | 4,876,000 | 6,448,000 | ||||
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets [Abstract] | ||||||
Projected benefit obligation | 54,849,000 | 29,874,000 | ||||
Plan assets | 33,606,000 | 6,448,000 | ||||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||||
Net loss/(gain) | 2,505,000 | (1,233,000) | 4,640,000 | |||
Amortization of net (loss)/gain | (436,000) | 70,000 | (167,000) | |||
Amortization of prior service credit | 15,000 | 32,000 | 2,000 | |||
Plan amendment | (73,000) | 24,000 | (592,000) | |||
Settlement effect | (67,000) | (330,000) | (51,000) | |||
Total recognized in other comprehensive loss/(income) | $ 672,000 | $ (1,437,000) | $ 3,832,000 | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||||||
Discount rate | 1.75% | 2.20% | ||||
Pay progression | 2.46% | 2.13% | ||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||||
Discount rate | 3.83% | 4.19% | 2.66% | |||
Long-term rate of return on plan assets | 2.60% | 2.51% | 2.17% | |||
Pay progression | 3.78% | 4.34% | 3.13% | |||
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | ||||||
2,017 | $ 2,359,000 | |||||
2,018 | 2,162,000 | |||||
2,019 | 2,336,000 | |||||
2,020 | 2,502,000 | |||||
2,021 | 2,573,000 | |||||
2022-2026 | 15,022,000 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 33,961,000 | $ 35,652,000 | ||||
Ending balance | $ 37,361,000 | 33,961,000 | $ 35,652,000 | |||
Japan Defined Benefit Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percent of deviation | 40.00% | |||||
Change in Plan Assets | ||||||
Beginning balance | $ 27,513,000 | |||||
Ending balance | 28,730,000 | 27,513,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 27,513,000 | |||||
Ending balance | 28,730,000 | 27,513,000 | ||||
Japan Defined Benefit Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 25,557,000 | |||||
Ending balance | 28,481,000 | 25,557,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 25,557,000 | |||||
Ending balance | 28,481,000 | 25,557,000 | ||||
Japan Defined Benefit Plan | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 1,956,000 | |||||
Ending balance | 249,000 | 1,956,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 1,956,000 | |||||
Ending balance | 249,000 | 1,956,000 | ||||
Japan Defined Benefit Plan | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | Equity securities | ||||||
Change in Plan Assets | ||||||
Beginning balance | 9,276,000 | |||||
Ending balance | $ 8,372,000 | 9,276,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 50.00% | |||||
Actual Allocation | 29.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 9,276,000 | |||||
Ending balance | $ 8,372,000 | 9,276,000 | ||||
Japan Defined Benefit Plan | Equity securities | Minimum | ||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 10.00% | |||||
Japan Defined Benefit Plan | Equity securities | Maximum | ||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 90.00% | |||||
Japan Defined Benefit Plan | Equity securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | $ 9,276,000 | |||||
Ending balance | 8,372,000 | 9,276,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 9,276,000 | |||||
Ending balance | 8,372,000 | 9,276,000 | ||||
Japan Defined Benefit Plan | Equity securities | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | Equity securities | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | U.S. equity | ||||||
Change in Plan Assets | ||||||
Beginning balance | 2,228,000 | |||||
Ending balance | 2,791,000 | 2,228,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 2,228,000 | |||||
Ending balance | 2,791,000 | 2,228,000 | ||||
Japan Defined Benefit Plan | U.S. equity | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 2,228,000 | |||||
Ending balance | 2,791,000 | 2,228,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 2,228,000 | |||||
Ending balance | 2,791,000 | 2,228,000 | ||||
Japan Defined Benefit Plan | U.S. equity | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | U.S. equity | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | International | ||||||
Change in Plan Assets | ||||||
Beginning balance | 7,048,000 | |||||
Ending balance | 5,581,000 | 7,048,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 7,048,000 | |||||
Ending balance | 5,581,000 | 7,048,000 | ||||
Japan Defined Benefit Plan | International | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 7,048,000 | |||||
Ending balance | 5,581,000 | 7,048,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 7,048,000 | |||||
Ending balance | 5,581,000 | 7,048,000 | ||||
Japan Defined Benefit Plan | International | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | International | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | Fixed income securities | ||||||
Change in Plan Assets | ||||||
Beginning balance | 15,888,000 | |||||
Ending balance | $ 14,431,000 | 15,888,000 | ||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 50.00% | |||||
Actual Allocation | 71.00% | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 15,888,000 | |||||
Ending balance | $ 14,431,000 | 15,888,000 | ||||
Japan Defined Benefit Plan | Fixed income securities | Minimum | ||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 10.00% | |||||
Japan Defined Benefit Plan | Fixed income securities | Maximum | ||||||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||||||
Target Allocation | 90.00% | |||||
Japan Defined Benefit Plan | Fixed income securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | $ 13,932,000 | |||||
Ending balance | 14,182,000 | 13,932,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 13,932,000 | |||||
Ending balance | 14,182,000 | 13,932,000 | ||||
Japan Defined Benefit Plan | Fixed income securities | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 1,956,000 | |||||
Ending balance | 249,000 | 1,956,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 1,956,000 | |||||
Ending balance | 249,000 | 1,956,000 | ||||
Japan Defined Benefit Plan | Fixed income securities | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | US Fixed Income | ||||||
Change in Plan Assets | ||||||
Beginning balance | 3,059,000 | |||||
Ending balance | 3,143,000 | 3,059,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 3,059,000 | |||||
Ending balance | 3,143,000 | 3,059,000 | ||||
Japan Defined Benefit Plan | US Fixed Income | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 3,059,000 | |||||
Ending balance | 2,894,000 | 3,059,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 3,059,000 | |||||
Ending balance | 2,894,000 | 3,059,000 | ||||
Japan Defined Benefit Plan | US Fixed Income | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 249,000 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 249,000 | 0 | ||||
Japan Defined Benefit Plan | US Fixed Income | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | International Fixed Income | ||||||
Change in Plan Assets | ||||||
Beginning balance | 12,829,000 | |||||
Ending balance | 11,288,000 | 12,829,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 12,829,000 | |||||
Ending balance | 11,288,000 | 12,829,000 | ||||
Japan Defined Benefit Plan | International Fixed Income | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 10,873,000 | |||||
Ending balance | 11,288,000 | 10,873,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 10,873,000 | |||||
Ending balance | 11,288,000 | 10,873,000 | ||||
Japan Defined Benefit Plan | International Fixed Income | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 1,956,000 | |||||
Ending balance | 0 | 1,956,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 1,956,000 | |||||
Ending balance | 0 | 1,956,000 | ||||
Japan Defined Benefit Plan | International Fixed Income | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | Cash and cash equivalents | ||||||
Change in Plan Assets | ||||||
Beginning balance | 2,349,000 | |||||
Ending balance | 5,927,000 | 2,349,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 2,349,000 | |||||
Ending balance | 5,927,000 | 2,349,000 | ||||
Japan Defined Benefit Plan | Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 2,349,000 | |||||
Ending balance | 5,927,000 | 2,349,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 2,349,000 | |||||
Ending balance | 5,927,000 | 2,349,000 | ||||
Japan Defined Benefit Plan | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Japan Defined Benefit Plan | Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Netherlands Defined Benefit Plan | ||||||
Change in Plan Assets | ||||||
Beginning balance | 5,757,000 | |||||
Ending balance | 8,014,000 | 5,757,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 5,757,000 | |||||
Ending balance | 8,014,000 | 5,757,000 | ||||
Netherlands Defined Benefit Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Netherlands Defined Benefit Plan | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Netherlands Defined Benefit Plan | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 5,757,000 | 6,544,000 | ||||
Ending balance | 8,014,000 | 5,757,000 | 6,544,000 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 5,757,000 | 6,544,000 | ||||
Actual return on plan assets still held at reporting date | 2,064,000 | (786,000) | ||||
Purchases, sales, settlements, and exchange rate changes | 193,000 | (1,000) | ||||
Ending balance | 8,014,000 | 5,757,000 | $ 6,544,000 | |||
Netherlands Defined Benefit Plan | Insurance Policies | ||||||
Change in Plan Assets | ||||||
Beginning balance | 5,757,000 | |||||
Ending balance | 8,014,000 | 5,757,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 5,757,000 | |||||
Ending balance | 8,014,000 | 5,757,000 | ||||
Netherlands Defined Benefit Plan | Insurance Policies | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Netherlands Defined Benefit Plan | Insurance Policies | Significant Other Observable Inputs (Level 2) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Ending balance | 0 | 0 | ||||
Netherlands Defined Benefit Plan | Insurance Policies | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 5,757,000 | |||||
Ending balance | 8,014,000 | 5,757,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 5,757,000 | |||||
Ending balance | 8,014,000 | 5,757,000 | ||||
Belgian Defined Benefit Plan | Significant Unobservable Inputs (Level 3) | ||||||
Change in Plan Assets | ||||||
Beginning balance | 700,000 | |||||
Ending balance | 800,000 | 700,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 700,000 | |||||
Ending balance | $ 800,000 | $ 700,000 | ||||
Enhanced Defined Contribution Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percent of annual eligible earnings | 4.00% | |||||
Fixed employer contribution | 2.00% | |||||
Defined Contribution Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percent of annual eligible earnings | 2.00% | 4.00% | ||||
Employer matching contribution | 50.00% | 100.00% |
Share-Based Payment Plans (Deta
Share-Based Payment Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 25, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 |
Stock Options | ||||||
Beginning Balance (in shares) | 3,361,000 | 4,089,000 | 5,142,000 | |||
Granted (in shares) | 654,000 | 353,000 | 767,000 | |||
Forfeited and expired (in shares) | (111,000) | (65,000) | (231,000) | |||
Exercised (in shares) | (358,000) | (1,016,000) | (1,589,000) | |||
Ending Balance (in shares) | 3,546,000 | 3,361,000 | 4,089,000 | 5,142,000 | ||
Options vested and exercisable, Stock Options (in shares) | 2,323,000 | |||||
Options vested and expected to vest, Stock Options (in shares) | 3,398,000 | |||||
Weighted-Average Exercise Price Per Option | ||||||
Beginning Balance (in dollars per share) | $ 32.89 | $ 27.53 | $ 21.75 | |||
Granted (in dollars per share) | 37.89 | 56.60 | 43.61 | |||
Forfeited and expired (in dollars per share) | 43.95 | 43.93 | 35.60 | |||
Exercised (in dollars per share) | 11.05 | 18.85 | 15.42 | |||
Ending Balance (in dollars per share) | 35.67 | $ 32.89 | $ 27.53 | $ 21.75 | ||
Options vested and exercisable, Weighted-Average Exercise Price (in dollars per share) | 32.71 | |||||
Options vested and expected to vest, Weighted-Average Exercise Price (in dollars per share) | $ 35.35 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted-Average Remaining Contractual Term (in years) | 6 years 3 months 18 days | 6 years 2 months 12 days | 6 years 3 months 18 days | 7 years 9 months 18 days | ||
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 5 years 3 months 18 days | |||||
Options vested and expected to vest, Weighted-Average Remaining Contractual Term (in years) | 6 years 2 months 12 days | |||||
Beginning Balance, Aggregate Intrinsic Value | $ 47,967 | $ 101,705 | $ 87,506 | |||
Exercised, Aggregate Intrinsic Value | 9,501 | 34,835 | 47,372 | |||
Ending Balance, Aggregate Intrinsic Value | 19,844 | 47,967 | 101,705 | $ 87,506 | ||
Options vested and exercisable, Aggregate Intrinsic Value | 18,289 | |||||
Options vested and expected to vest, Aggregate Intrinsic Value | 19,740 | |||||
Weighted-Average Grant-Date Fair Value | ||||||
Share-based compensation expense | 17,425 | $ 15,326 | 12,985 | |||
Additional amount capitalized | $ 100 | |||||
Unrecognized compensation cost | $ 28,270 | |||||
2010 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Authorized shares (in shares) | 10,000,000 | |||||
Shares Available (in shares) | 4,600,000 | |||||
Performance Shares | ||||||
Stock Options | ||||||
Granted (in shares) | 0 | |||||
Weighted-Average Grant-Date Fair Value | ||||||
Award vesting period (in years) | 3 years | |||||
Stock Option | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Granted during the year (in dollars per share) | $ 12.08 | $ 17.94 | $ 14.33 | |||
Fair value of options vested | $ 7,100 | $ 7,500 | $ 7,400 | |||
Annual vesting percentage | 25.00% | |||||
Award vesting period (in years) | 4 years | |||||
Expiration period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Expected volatility | 30.00% | 30.00% | 30.00% | |||
Risk-free interest rate | 1.48% | 1.52% | 2.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 5 years 10 months 24 days | 5 years 11 months 9 days | |||
Weighted-Average Grant-Date Fair Value | ||||||
Share-based compensation expense | $ 7,094 | $ 7,176 | $ 7,685 | |||
Unrecognized compensation cost | $ 10,822 | |||||
Expected recognition (in years) | 2 years 2 months 12 days | |||||
Nonvested Options | ||||||
Stock Options | ||||||
Unvested Beginning Balance (in shares) | 1,189,000 | |||||
Granted (in shares) | 654,000 | |||||
Vested (in shares) | (529,000) | |||||
Forfeited and expired (in shares) | (91,000) | |||||
Unvested Ending Balance (in shares) | 1,223,000 | 1,189,000 | ||||
Weighted-Average Grant-Date Fair Value | ||||||
Beginning Balance (in dollars per share) | $ 14.04 | |||||
Granted during the year (in dollars per share) | 12.08 | |||||
Vested during the year (in dollars per share) | 13.40 | |||||
Forfeited during the year (in dollars per share) | 13.98 | |||||
Ending Balance (in dollars per share) | $ 13.28 | $ 14.04 | ||||
Restricted Securities | ||||||
Restricted Securities | ||||||
Beginning Balance (in shares) | 654,000 | 656,000 | 629,000 | |||
Granted (in shares) | 499,000 | 278,000 | 265,000 | |||
Forfeited (in shares) | (48,000) | (165,000) | (172,000) | |||
Vested (in shares) | (185,000) | (115,000) | (65,000) | |||
Ending Balance (in shares) | 920,000 | 654,000 | 656,000 | 629,000 | ||
Weighted-Average Grant-Date Fair Value | ||||||
Beginning Balance (in dollars per share) | $ 45.87 | $ 36.06 | $ 30.84 | |||
Granted (in dollars per share) | 38.56 | 56.66 | 44.09 | |||
Forfeited (in dollars per share) | 47.01 | 38.55 | 34.87 | |||
Vested (in dollars per share) | 33.41 | 26.72 | 21.32 | |||
Ending Balance (in dollars per share) | $ 44.35 | $ 45.87 | $ 36.06 | $ 30.84 | ||
Outstanding, Aggregate intrinsic value | $ 35,845 | $ 30,115 | $ 34,404 | |||
Expected to vest, Aggregate intrinsic value | $ 26,937 | $ 22,704 | $ 26,982 | |||
Outstanding, Weighted-average remaining period | 1 year 6 months | 1 year 4 months 24 days | 1 year 5 months 27 days | |||
Expected to vest, Weighted-average remaining period | 1 year 6 months | 1 year 4 months 8 days | 1 year 8 months 5 days | |||
Share-based compensation expense | $ 10,331 | $ 8,150 | $ 5,300 | |||
Unrecognized compensation cost | $ 17,448 | |||||
Expected recognition (in years) | 1 year 8 months 12 days | |||||
Restricted Stock Without Performance Criteria | ||||||
Restricted Securities | ||||||
Granted (in shares) | 319,000 | 150,000 | 155,000 | |||
Weighted-Average Grant-Date Fair Value | ||||||
Granted (in dollars per share) | $ 38.33 | $ 56.42 | $ 44.52 | |||
Restricted Securities With Performance Criteria | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Award vesting period (in years) | 3 years | |||||
Restricted Securities | ||||||
Granted (in shares) | 180,000 | 128,000 | 110,000 | |||
Weighted-Average Grant-Date Fair Value | ||||||
Granted (in dollars per share) | $ 38.96 | $ 56.94 | $ 43.48 | |||
Restricted Stock | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Termination period (in months) | 24 months | |||||
Director | Stock Option | ||||||
Stock Options | ||||||
Granted (in shares) | 72,000 | 96,000 | ||||
Weighted-Average Grant-Date Fair Value | ||||||
Granted during the year (in dollars per share) | $ 17.05 | $ 13.99 | ||||
Award vesting period (in years) | 1 year | |||||
Termination of Employment | Stock Option | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Expiration period | 60 days | |||||
Death or Disability | Stock Option | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Expiration period | 6 months | |||||
25 Percent Per Year Over Four Years | Restricted Securities | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Award vesting period (in years) | 4 years | |||||
Vesting percent | 25.00% | |||||
Minimum | Restricted Securities With Performance Criteria | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Restricted stock - Potential Vesting Percentage | 0.00% | |||||
Minimum | Performance Cliff Vesting | Restricted Securities | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Award vesting period (in years) | 1 year | |||||
Maximum | Restricted Securities With Performance Criteria | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Restricted stock - Potential Vesting Percentage | 172.50% | |||||
Maximum | Performance Cliff Vesting | Restricted Securities | ||||||
Weighted-Average Grant-Date Fair Value | ||||||
Award vesting period (in years) | 4 years |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - € / shares | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||||
Ordinary shares authorized (in shares) | 400,000,000 | 400,000,000 | ||
Offering price per share (in euros per share) | € 0.01 | € 0.01 | ||
Ordinary shares issued (in shares) | 178,437,000 | 178,437,000 | ||
Ordinary shares outstanding (in shares) | 170,900,000 | |||
Outstanding stock options (in shares) | 3,546,000 | 3,361,000 | 4,089,000 | 5,142,000 |
Preference shares authorized (in shares) | 400,000,000 | |||
Nominal value of preference shares (in euros per share) | € 0.01 | |||
Preference shares outstanding (in shares) | 0 | |||
Sensata Investment Company SCA | ||||
Class of Stock [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.00% | |||
Restricted Securities | ||||
Class of Stock [Line Items] | ||||
Number of unvested shares (in shares) | 920,000 | 654,000 | 656,000 | 629,000 |
Shareholders' Equity - Treasury
Shareholders' Equity - Treasury Shares (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |||
May 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 01, 2016 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Authorized share repurchase amount | $ 250,000,000 | $ 250,000,000 | |||
Shares repurchased (in shares) | 4.3 | ||||
Value of shares acquired | $ 181,774,000 | ||||
Average price per share (in dollars per share) | $ 42.22 | ||||
Amount remaining under share repurchase program | $ 250,000,000 | ||||
Ordinary shares held in treasury issued | 0.5 | 1.1 | 1.6 | ||
Treasury share issuance losses | $ 16,800,000 | $ 23,700,000 | |||
Private, Non-Underwritten Share Repurchase Transaction | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Shares repurchased (in shares) | 4 | ||||
Average price per share (in dollars per share) | $ 42.42 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||
Accumulated other comprehensive loss, beginning balance | $ (25,990) | $ (25,990) | |||||||||
Accumulated other comprehensive loss, ending balance | $ (34,067) | $ (25,990) | (34,067) | $ (25,990) | |||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Other comprehensive (loss)/income before reclassifications | (13,172) | 18,830 | $ 21,558 | ||||||||
Amounts reclassified from Accumulated other comprehensive loss | 5,095 | (33,072) | (199) | ||||||||
Other comprehensive (loss)/income | (8,077) | (14,242) | 21,359 | ||||||||
Net revenue | 788,396 | $ 789,798 | $ 827,545 | 796,549 | 726,471 | $ 727,360 | $ 770,445 | $ 750,685 | 3,202,288 | 2,974,961 | 2,409,803 |
Cost of revenue | (2,084,261) | (1,977,799) | (1,567,334) | ||||||||
Total before tax | (321,445) | (205,629) | (253,426) | ||||||||
Provision for/(benefit from) income taxes | 59,011 | (142,067) | (30,323) | ||||||||
Net of tax | (66,527) | $ (69,785) | $ (65,510) | (60,612) | (218,289) | $ (53,152) | $ (40,900) | (35,355) | (262,434) | (347,696) | (283,749) |
Accumulated Other Comprehensive Income [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||
Accumulated other comprehensive loss, beginning balance | (25,990) | (11,748) | (25,990) | (11,748) | (33,107) | ||||||
Pre-tax current period change | (10,040) | (17,942) | 29,854 | ||||||||
Income tax (expense)/benefit | 1,963 | 3,700 | (8,495) | ||||||||
Accumulated other comprehensive loss, ending balance | (34,067) | (25,990) | (34,067) | (25,990) | (11,748) | ||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Other comprehensive (loss)/income | (8,077) | (14,242) | 21,359 | ||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||
Accumulated other comprehensive loss, beginning balance | 3,852 | 17,578 | 3,852 | 17,578 | (7,612) | ||||||
Pre-tax current period change | (5,106) | (18,301) | 34,521 | ||||||||
Income tax (expense)/benefit | 1,277 | 4,575 | (9,331) | ||||||||
Accumulated other comprehensive loss, ending balance | 23 | 3,852 | 23 | 3,852 | 17,578 | ||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Other comprehensive (loss)/income before reclassifications | (6,356) | 19,464 | 25,014 | ||||||||
Amounts reclassified from Accumulated other comprehensive loss | 2,527 | (33,190) | 176 | ||||||||
Other comprehensive (loss)/income | (3,829) | (13,726) | 25,190 | ||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Amount Reclassified from Accumulated Other Comprehensive Loss | |||||||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Total before tax | 3,369 | (44,253) | 236 | ||||||||
Provision for/(benefit from) income taxes | (842) | 11,063 | (60) | ||||||||
Net of tax | 2,527 | (33,190) | 176 | ||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Interest rate caps | Amount Reclassified from Accumulated Other Comprehensive Loss | |||||||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Interest expense, net | 0 | 0 | 972 | ||||||||
Net Unrealized (Loss)/Gain on Derivative Instruments Designated and Qualifying as Cash Flow Hedges | Foreign currency forward contracts | Amount Reclassified from Accumulated Other Comprehensive Loss | |||||||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Net revenue | (17,720) | (54,537) | 334 | ||||||||
Cost of revenue | 21,089 | 10,284 | (1,070) | ||||||||
Defined Benefit and Retiree Healthcare Plans | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||
Accumulated other comprehensive loss, beginning balance | $ (29,842) | $ (29,326) | (29,842) | (29,326) | (25,495) | ||||||
Pre-tax current period change | (4,934) | 359 | (4,667) | ||||||||
Income tax (expense)/benefit | 686 | (875) | 836 | ||||||||
Accumulated other comprehensive loss, ending balance | $ (34,090) | $ (29,842) | (34,090) | (29,842) | (29,326) | ||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Other comprehensive (loss)/income before reclassifications | (6,816) | (634) | (3,456) | ||||||||
Amounts reclassified from Accumulated other comprehensive loss | 2,568 | 118 | (375) | ||||||||
Other comprehensive (loss)/income | (4,248) | (516) | (3,831) | ||||||||
Defined Benefit and Retiree Healthcare Plans | Amount Reclassified from Accumulated Other Comprehensive Loss | |||||||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||
Total before tax | 2,975 | 351 | (361) | ||||||||
Provision for/(benefit from) income taxes | (407) | (233) | (14) | ||||||||
Net of tax | $ 2,568 | $ 118 | $ (375) |
Related Party Transactions (Det
Related Party Transactions (Details) - $ / shares shares in Millions | 1 Months Ended | 12 Months Ended |
May 31, 2014 | Dec. 31, 2014 | |
Related Party Transactions Activity [Abstract] | ||
Shares repurchased (in shares) | 4.3 | |
Average price per share (in dollars per share) | $ 42.22 | |
Secondary Public Offering, May 27, 2014 | ||
Related Party Transactions Activity [Abstract] | ||
Shares repurchased (in shares) | 4 | |
Average price per share (in dollars per share) | $ 42.42 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Capital Leases | |
2,017 | $ 5,076 |
2,018 | 5,113 |
2,019 | 5,148 |
2,020 | 5,184 |
2,021 | 4,753 |
2022 and thereafter | 19,507 |
Net minimum rentals | 44,781 |
Less: interest portion | (14,095) |
Present value of future minimum rentals | 30,686 |
Other Financing Obligations | |
2,017 | 2,504 |
2,018 | 2,344 |
2,019 | 2,344 |
2,020 | 324 |
2,021 | 0 |
2022 and thereafter | 0 |
Net minimum rentals | 7,516 |
Less: interest portion | (1,091) |
Present value of future minimum rentals | 6,425 |
Operating Leases | |
2,017 | 13,107 |
2,018 | 10,186 |
2,019 | 7,362 |
2,020 | 4,934 |
2,021 | 3,750 |
2022 and thereafter | 30,455 |
Net minimum rentals | 69,794 |
Less: interest portion | 0 |
Present value of future minimum rentals | 69,794 |
Total | |
2,017 | 20,687 |
2,018 | 17,643 |
2,019 | 14,854 |
2,020 | 10,442 |
2,021 | 8,503 |
2022 and thereafter | 49,962 |
Net minimum rentals | 122,091 |
Less: interest portion | (15,186) |
Present value of future minimum rentals | $ 106,905 |
Commitments and Contingencies77
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 9,484 |
2,018 | 4,892 |
2,019 | 996 |
2,020 | 47 |
2,021 | 37 |
2022 and thereafter | 104 |
Total | $ 15,560 |
Commitments and Contingencies78
Commitments and Contingencies - Litigation (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2001company | Mar. 19, 2015plaintiff | Dec. 31, 2008lawsuit | |
Minimum | |||||||
Loss Contingencies [Line Items] | |||||||
Warranty term (in months) | 12 months | ||||||
Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Warranty term (in months) | 18 months | ||||||
Pending Litigation | Automotive Customer | |||||||
Loss Contingencies [Line Items] | |||||||
Contribution amount | $ 700,000 | ||||||
Pending Litigation | Brazil State Tax | |||||||
Loss Contingencies [Line Items] | |||||||
Accrual amount | $ 0 | $ 0 | |||||
Alleged damages | 26,000,000 | ||||||
Pending Litigation | Korean Supplier | |||||||
Loss Contingencies [Line Items] | |||||||
Alleged damages | $ 7,600,000 | ||||||
Settled Litigation | Automotive Customer | |||||||
Loss Contingencies [Line Items] | |||||||
Payment to plaintiff amount | 4,400,000 | ||||||
Settled Litigation | Korean Supplier | |||||||
Loss Contingencies [Line Items] | |||||||
Accrual amount | 0 | 0 | |||||
Automotive Customer | |||||||
Loss Contingencies [Line Items] | |||||||
Accrual amount | 5,100,000 | 5,100,000 | |||||
Aterro Mantovani Disposal Site | |||||||
Loss Contingencies [Line Items] | |||||||
Number of companies notified of potential clean up | company | 50 | ||||||
Number of pending claims | lawsuit | 5 | ||||||
Environmental remediation liabilities | $ 0 | $ 0 | |||||
Texas Instruments | Aterro Mantovani Disposal Site | |||||||
Loss Contingencies [Line Items] | |||||||
Number of pending claims | lawsuit | 5 | ||||||
Plaintiffs Alleging Property Damage | Hassett Class Action Lawsuit | Ford Speed Control Deactivation Switch Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Number of plaintiffs | plaintiff | 2 |
Fair Value Measures (Details)
Fair Value Measures (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total | $ 0 | $ 0 |
Liabilities | ||
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Total | 35,396 | 28,611 |
Liabilities | ||
Total | 30,991 | 34,246 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Total | 0 | 0 |
Liabilities | ||
Total | 0 | 0 |
Foreign currency forward contracts | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Foreign currency forward contracts | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Foreign currency forward contracts | 32,757 | 28,569 |
Liabilities | ||
Foreign currency forward contracts | 27,201 | 20,561 |
Foreign currency forward contracts | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Commodity forward contracts | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Commodity forward contracts | 0 | |
Liabilities | ||
Commodity forward contracts | 0 | 0 |
Commodity forward contracts | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Commodity forward contracts | 2,639 | 42 |
Liabilities | ||
Commodity forward contracts | 3,790 | 13,685 |
Commodity forward contracts | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Commodity forward contracts | 0 | 0 |
Liabilities | ||
Commodity forward contracts | $ 0 | $ 0 |
Fair Value Measures - Balance S
Fair Value Measures - Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 26, 2015 | Oct. 14, 2014 | Apr. 30, 2013 | Apr. 17, 2013 |
Term Loan | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | $ 937,794 | $ 982,695 | ||||
4.875% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Interest rate | 4.875% | 4.875% | 4.875% | |||
4.875% Senior Notes | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | $ 500,000 | 500,000 | ||||
5.625% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Interest rate | 5.625% | 5.625% | ||||
5.625% Senior Notes | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | $ 400,000 | 400,000 | ||||
5.0% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Interest rate | 5.00% | 5.00% | ||||
5.0% Senior Notes | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | $ 700,000 | 700,000 | ||||
6.25% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Interest rate | 6.25% | |||||
6.25% Senior Notes | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | $ 750,000 | 750,000 | ||||
Revolving Credit Facility | Carrying Value | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 280,000 | ||||
Fair Value, Level 1 | Term Loan | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 1 | 4.875% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 1 | 5.625% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 1 | 5.0% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 1 | 6.25% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 1 | Revolving Credit Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 2 | Term Loan | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 942,483 | 963,041 | ||||
Fair Value, Level 2 | 4.875% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 514,375 | 484,690 | ||||
Fair Value, Level 2 | 5.625% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 417,752 | 409,252 | ||||
Fair Value, Level 2 | 5.0% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 686,000 | 675,941 | ||||
Fair Value, Level 2 | 6.25% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 786,098 | 781,410 | ||||
Fair Value, Level 2 | Revolving Credit Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 266,877 | ||||
Fair Value, Level 3 | Term Loan | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 3 | 4.875% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 3 | 5.625% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 3 | 5.0% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 3 | 6.25% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | 0 | 0 | ||||
Fair Value, Level 3 | Revolving Credit Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Liabilities | $ 0 | $ 0 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2016USD ($) | |
Series B Preferred Stock | Quanergy Systems, Inc. | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Consideration transferred amount | $ 50 |
Derivative Instruments and He82
Derivative Instruments and Hedging Activities (Details) € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, MYR in Millions, MXN in Millions | Dec. 31, 2016USD ($)oztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2016EUR (€)oztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2016CNY (¥)oztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2016KRW (₩)oztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2016MYRoztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2016MXNoztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2016GBP (£)oztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2016JPY (¥)oztlb$ / lb$ / ozt$ / ¥$ / MYR$ / MXN£ / $$ / ₩$ / ¥€ / $ | Dec. 31, 2015USD ($) |
Derivative [Line Items] | |||||||||
Cash collateral | $ | $ 0 | $ 0 | |||||||
Foreign currency cash flow hedge gain (loss) to be reclassified during the next 12 months | $ | 2,700,000 | ||||||||
Price Risk Derivatives [Abstract] | |||||||||
Termination value | $ | $ 31,500,000 | ||||||||
Derivatives not designated as hedging instruments under ASC 815 | Silver | |||||||||
Price Risk Derivatives [Abstract] | |||||||||
Notional | ozt | 1,069,914 | 1,069,914 | 1,069,914 | 1,069,914 | 1,069,914 | 1,069,914 | 1,069,914 | 1,069,914 | |
Weighted- Average Strike Price Per Unit | $ / ozt | 17.09 | 17.09 | 17.09 | 17.09 | 17.09 | 17.09 | 17.09 | 17.09 | |
Derivatives not designated as hedging instruments under ASC 815 | Gold | |||||||||
Price Risk Derivatives [Abstract] | |||||||||
Notional | ozt | 14,113 | 14,113 | 14,113 | 14,113 | 14,113 | 14,113 | 14,113 | 14,113 | |
Weighted- Average Strike Price Per Unit | $ / ozt | 1,233.30 | 1,233.30 | 1,233.30 | 1,233.30 | 1,233.30 | 1,233.30 | 1,233.30 | 1,233.30 | |
Derivatives not designated as hedging instruments under ASC 815 | Nickel | |||||||||
Price Risk Derivatives [Abstract] | |||||||||
Notional | lb | 339,402 | 339,402 | 339,402 | 339,402 | 339,402 | 339,402 | 339,402 | 339,402 | |
Weighted- Average Strike Price Per Unit | $ / lb | 4.98 | 4.98 | 4.98 | 4.98 | 4.98 | 4.98 | 4.98 | 4.98 | |
Derivatives not designated as hedging instruments under ASC 815 | Aluminum | |||||||||
Price Risk Derivatives [Abstract] | |||||||||
Notional | lb | 5,807,659 | 5,807,659 | 5,807,659 | 5,807,659 | 5,807,659 | 5,807,659 | 5,807,659 | 5,807,659 | |
Weighted- Average Strike Price Per Unit | $ / lb | 0.76 | 0.76 | 0.76 | 0.76 | 0.76 | 0.76 | 0.76 | 0.76 | |
Derivatives not designated as hedging instruments under ASC 815 | Copper | |||||||||
Price Risk Derivatives [Abstract] | |||||||||
Notional | lb | 7,707,228 | 7,707,228 | 7,707,228 | 7,707,228 | 7,707,228 | 7,707,228 | 7,707,228 | 7,707,228 | |
Weighted- Average Strike Price Per Unit | $ / lb | 2.32 | 2.32 | 2.32 | 2.32 | 2.32 | 2.32 | 2.32 | 2.32 | |
Derivatives not designated as hedging instruments under ASC 815 | Platinum | |||||||||
Price Risk Derivatives [Abstract] | |||||||||
Notional | ozt | 8,719 | 8,719 | 8,719 | 8,719 | 8,719 | 8,719 | 8,719 | 8,719 | |
Weighted- Average Strike Price Per Unit | $ / ozt | 1,017.41 | 1,017.41 | 1,017.41 | 1,017.41 | 1,017.41 | 1,017.41 | 1,017.41 | 1,017.41 | |
Derivatives not designated as hedging instruments under ASC 815 | Palladium | |||||||||
Price Risk Derivatives [Abstract] | |||||||||
Notional | ozt | 1,923 | 1,923 | 1,923 | 1,923 | 1,923 | 1,923 | 1,923 | 1,923 | |
Weighted- Average Strike Price Per Unit | $ / ozt | 641.43 | 641.43 | 641.43 | 641.43 | 641.43 | 641.43 | 641.43 | 641.43 | |
Euro to U.S. Dollar Exchange Rate | Derivatives designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | € | € 444.9 | ||||||||
Weighted- Average Strike Rate | € / $ | 1.13 | 1.13 | 1.13 | 1.13 | 1.13 | 1.13 | 1.13 | 1.13 | |
Euro to U.S. Dollar Exchange Rate | Derivatives not designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | € | € 97.7 | ||||||||
Weighted- Average Strike Rate | € / $ | 1.07 | 1.07 | 1.07 | 1.07 | 1.07 | 1.07 | 1.07 | 1.07 | |
U.S. Dollar to Chinese Renminbi Exchange Rate | Derivatives not designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | ¥ | ¥ 545 | ||||||||
Weighted- Average Strike Rate | $ / ¥ | 7.01 | 7.01 | 7.01 | 7.01 | 7.01 | 7.01 | 7.01 | 7.01 | |
U.S. Dollar to Japanese Yen Exchange Rate | Derivatives designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | ¥ | ¥ 720 | ||||||||
Weighted- Average Strike Rate | $ / ¥ | 117.20 | 117.20 | 117.20 | 117.20 | 117.20 | 117.20 | 117.20 | 117.20 | |
U.S. Dollar to Korean Won Exchange Rate | Derivatives designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | ₩ | ₩ 50,239.2 | ||||||||
Weighted- Average Strike Rate | $ / ₩ | 1,157.71 | 1,157.71 | 1,157.71 | 1,157.71 | 1,157.71 | 1,157.71 | 1,157.71 | 1,157.71 | |
U.S. Dollar to Korean Won Exchange Rate | Derivatives not designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | ₩ | ₩ 3,321.6 | ||||||||
Weighted- Average Strike Rate | $ / ₩ | 1,158.87 | 1,158.87 | 1,158.87 | 1,158.87 | 1,158.87 | 1,158.87 | 1,158.87 | 1,158.87 | |
U.S. Dollar to Malaysian Ringgit Exchange Rate | Derivatives designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | MYR | MYR 81.8 | ||||||||
Weighted- Average Strike Rate | $ / MYR | 4.17 | 4.17 | 4.17 | 4.17 | 4.17 | 4.17 | 4.17 | 4.17 | |
U.S. Dollar to Malaysian Ringgit Exchange Rate | Derivatives not designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | MYR | MYR 5.7 | ||||||||
Weighted- Average Strike Rate | $ / MYR | 4.02 | 4.02 | 4.02 | 4.02 | 4.02 | 4.02 | 4.02 | 4.02 | |
U.S. Dollar to Mexican Peso Exchange Rate | Derivatives designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | MXN | MXN 2,072.7 | ||||||||
Weighted- Average Strike Rate | $ / MXN | 19 | 19 | 19 | 19 | 19 | 19 | 19 | 19 | |
U.S. Dollar to Mexican Peso Exchange Rate | Derivatives not designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | MXN | MXN 204 | ||||||||
Weighted- Average Strike Rate | $ / MXN | 18.62 | 18.62 | 18.62 | 18.62 | 18.62 | 18.62 | 18.62 | 18.62 | |
British Pound Sterling to U.S. Dollar Exchange Rate | Derivatives designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | £ | £ 56.2 | ||||||||
Weighted- Average Strike Rate | £ / $ | 1.40 | 1.40 | 1.40 | 1.40 | 1.40 | 1.40 | 1.40 | 1.40 | |
British Pound Sterling to U.S. Dollar Exchange Rate | Derivatives not designated as hedging instruments under ASC 815 | Foreign currency forward contracts | |||||||||
Interest Rate Derivatives [Abstract] | |||||||||
Notional (in millions) | £ | £ 21.5 | ||||||||
Weighted- Average Strike Rate | £ / $ | 1.27 | 1.27 | 1.27 | 1.27 | 1.27 | 1.27 | 1.27 | 1.27 |
Derivative Instruments and He83
Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives designated as hedging instruments under ASC 815 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 30,489 | $ 25,439 |
Liability Derivatives, Fair Value | 24,804 | 17,614 |
Derivatives not designated as hedging instruments under ASC 815 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 4,907 | 3,172 |
Liability Derivatives, Fair Value | 6,187 | 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 | 24,796 | 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 | 5,693 | 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 | 20,990 | 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 | 3,814 | 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 | 2,268 | 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 | 2,397 | 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 | 2,097 | 0 |
Commodity forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 542 | 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 | 2,764 | 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 | $ 1,026 | $ 2,809 |
Derivative Instruments and He84
Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commodity forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Other, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) on Derivatives Recognized in Net Income | $ 7,399 | $ (18,468) |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Net revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | 17,720 | 54,537 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | Cost of revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | (21,089) | (10,284) |
Foreign currency forward contracts | Derivatives not designated as hedging instruments under ASC 815 | Other, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) on Derivatives Recognized in Net Income | (1,850) | 3,606 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive (Loss)/Income | 24,044 | 46,540 |
Foreign currency forward contracts | Derivatives designated as hedging instruments under ASC 815 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive (Loss)/Income | $ (32,519) | $ (20,588) |
Restructuring and Special Cha85
Restructuring and Special Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Charges [Abstract] | |||||||
Restructuring and special charges | $ 4,113 | $ 21,919 | $ 21,893 | ||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring reserve, beginning balance | 25,007 | ||||||
Restructuring reserve, ending balance | $ 25,007 | 17,648 | 25,007 | ||||
Restructuring Reserve [Abstract] | |||||||
Accrued expenses and other current liabilities | $ 14,566 | $ 14,089 | |||||
Other long-term liabilities | 3,082 | 10,918 | |||||
Restructuring reserve | 25,007 | 25,007 | 25,007 | 17,648 | 25,007 | ||
Other | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring reserve, beginning balance | 23,986 | 19,914 | |||||
Charges, net of reversals | 813 | 19,829 | |||||
Payments | (7,252) | (13,737) | |||||
Restructuring reserve, ending balance | 23,986 | 16,762 | 23,986 | 19,914 | |||
Restructuring Reserve [Abstract] | |||||||
Restructuring reserve | 23,986 | 23,986 | 19,914 | 19,914 | $ 16,762 | $ 23,986 | |
Employee Severance | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Charges, net of reversals | $ 9,500 | $ 10,100 | |||||
Employee Severance | Other | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Impact of changes in foreign currency exchange rates | $ (785) | (2,020) | |||||
Other Restructuring | |||||||
Restructuring Charges [Abstract] | |||||||
Exit costs | $ 4,000 | ||||||
Other Restructuring | Series of Individually Immaterial Business Acquisitions | |||||||
Restructuring Charges [Abstract] | |||||||
Severance costs | 7,600 | $ 16,200 | |||||
Brazil Manufacturing Facility | |||||||
Restructuring Reserve [Abstract] | |||||||
Charges incurred | $ 5,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||||
Number of segments | segment | 2 | |||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | $ 788,396 | $ 789,798 | $ 827,545 | $ 796,549 | $ 726,471 | $ 727,360 | $ 770,445 | $ 750,685 | $ 3,202,288 | $ 2,974,961 | $ 2,409,803 | |
Amortization of intangible assets | (201,498) | (186,632) | (146,704) | |||||||||
Restructuring and special charges | (4,113) | (21,919) | (21,893) | |||||||||
Profit from operations | 492,164 | 393,584 | 371,589 | |||||||||
Interest expense, net | (165,818) | (137,626) | (106,104) | |||||||||
Other, net | (4,901) | (50,329) | (12,059) | |||||||||
Income before taxes | 321,445 | 205,629 | 253,426 | |||||||||
Total depreciation and amortization | 308,401 | 282,683 | 212,508 | |||||||||
Total assets | 6,240,976 | 6,298,910 | 6,240,976 | 6,298,910 | ||||||||
Goodwill | 3,005,464 | 3,019,743 | 3,005,464 | 3,019,743 | 2,424,795 | |||||||
Other intangible assets, net | 1,075,431 | 1,262,572 | 1,075,431 | 1,262,572 | ||||||||
Cash and cash equivalents | 351,428 | 342,263 | 351,428 | 342,263 | 211,329 | $ 317,896 | ||||||
Property, plant and equipment, net | 725,754 | 694,155 | 725,754 | 694,155 | ||||||||
Total capital expenditures | 130,217 | 177,196 | 144,211 | |||||||||
Performance Sensing | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Goodwill | 2,148,135 | 2,149,627 | 2,148,135 | 2,149,627 | 1,994,623 | |||||||
Sensing Solutions | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Goodwill | 857,329 | 870,116 | 857,329 | 870,116 | 430,172 | |||||||
Pressure sensors | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 1,764,622 | 1,669,393 | 1,186,913 | |||||||||
Speed and position sensors | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 420,111 | 328,102 | 275,628 | |||||||||
Bimetal electromechanical controls | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 321,202 | 318,721 | 359,610 | |||||||||
Temperature sensors | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 191,463 | 191,369 | 152,662 | |||||||||
Power conversion and control | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 120,357 | 58,180 | 35,160 | |||||||||
Thermal and magnetic-hydraulic circuit breakers | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 109,719 | 110,980 | 117,816 | |||||||||
Pressure switches | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 88,905 | 86,994 | 99,489 | |||||||||
Interconnection | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 57,518 | 61,738 | 69,332 | |||||||||
Other | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 128,391 | 149,484 | 113,193 | |||||||||
Operating Segments | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 3,202,288 | 2,974,961 | 2,409,803 | |||||||||
Profit from operations | 877,440 | 798,268 | 678,058 | |||||||||
Operating Segments | Performance Sensing | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 2,385,380 | 2,346,226 | 1,755,857 | |||||||||
Profit from operations | 615,526 | 598,524 | 475,943 | |||||||||
Total depreciation and amortization | 68,837 | 62,754 | 40,092 | |||||||||
Total assets | 1,295,381 | 1,263,790 | 1,295,381 | 1,263,790 | ||||||||
Total capital expenditures | 99,299 | 125,376 | 95,534 | |||||||||
Operating Segments | Sensing Solutions | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Net revenue | 816,908 | 628,735 | 653,946 | |||||||||
Profit from operations | 261,914 | 199,744 | 202,115 | |||||||||
Total depreciation and amortization | 14,095 | 10,643 | 9,582 | |||||||||
Total assets | 396,224 | 329,055 | 396,224 | 329,055 | ||||||||
Total capital expenditures | 11,947 | 16,899 | 13,832 | |||||||||
Corporate and other | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Profit from operations | (179,665) | (196,133) | (137,872) | |||||||||
Total depreciation and amortization | 225,469 | 209,286 | 162,834 | |||||||||
Total assets | 4,549,371 | 4,706,065 | 4,549,371 | 4,706,065 | ||||||||
Goodwill | 3,005,500 | 3,019,700 | 3,005,500 | 3,019,700 | ||||||||
Other intangible assets, net | 1,075,400 | 1,262,600 | 1,075,400 | 1,262,600 | ||||||||
Property, plant and equipment, net | $ 21,100 | $ 29,000 | 21,100 | 29,000 | ||||||||
Total capital expenditures | 18,971 | 34,921 | 34,845 | |||||||||
Segment Reconciling Items | ||||||||||||
Segment Reconciliation [Abstract] | ||||||||||||
Amortization of intangible assets | (201,498) | (186,632) | (146,704) | |||||||||
Restructuring and special charges | $ (4,113) | $ (21,919) | $ (21,893) |
Segment Reporting - Geographic
Segment Reporting - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | $ 788,396 | $ 789,798 | $ 827,545 | $ 796,549 | $ 726,471 | $ 727,360 | $ 770,445 | $ 750,685 | $ 3,202,288 | $ 2,974,961 | $ 2,409,803 |
Long-Lived Assets | 725,754 | 694,155 | 725,754 | 694,155 | |||||||
Americas [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 1,367,860 | 1,217,626 | 961,024 | ||||||||
Long-Lived Assets | 271,405 | 249,996 | 271,405 | 249,996 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 1,322,206 | 1,084,757 | 913,958 | ||||||||
Long-Lived Assets | 111,308 | 128,434 | 111,308 | 128,434 | |||||||
Mexico | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 155,607 | 116,644 | 155,607 | 116,644 | |||||||
Asia [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 810,094 | 764,298 | 742,263 | ||||||||
Long-Lived Assets | 262,045 | 254,224 | 262,045 | 254,224 | |||||||
China | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 412,460 | 346,890 | 341,864 | ||||||||
Long-Lived Assets | 208,821 | 204,835 | 208,821 | 204,835 | |||||||
Korea | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 182,464 | 198,440 | 181,588 | ||||||||
Japan | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 152,234 | 153,114 | 150,018 | ||||||||
Malaysia | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 48,477 | 43,994 | 48,477 | 43,994 | |||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 1,024,334 | 993,037 | 706,516 | ||||||||
Long-Lived Assets | 192,304 | 189,935 | 192,304 | 189,935 | |||||||
Netherlands | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 550,937 | 553,192 | 496,376 | ||||||||
Long-Lived Assets | 4,142 | 7,254 | 4,142 | 7,254 | |||||||
Bulgaria | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 81,719 | 74,433 | 81,719 | 74,433 | |||||||
United Kingdom | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 75,495 | 73,463 | 75,495 | 73,463 | |||||||
All Other | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net Revenue | 413,540 | 494,466 | $ 300,793 | ||||||||
Long-Lived Assets | $ 40,185 | $ 45,098 | $ 40,185 | $ 45,098 |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Basic weighted-average ordinary shares outstanding (shares) | 170,709 | 169,977 | 170,113 |
Dilutive effect of stock options (shares) | 489 | 1,265 | 1,929 |
Dilutive effect of unvested restricted securities (shares) | 262 | 271 | 175 |
Diluted weighted-average ordinary shares outstanding (shares) | 171,460 | 171,513 | 172,217 |
Net Income Per Share - Anti-dil
Net Income Per Share - Anti-dilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Anti-dilutive shares excluded | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded (shares) | 1,401 | 747 | 737 |
Contingently issuable shares excluded | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded (shares) | 606 | 409 | 386 |
Unaudited Quarterly Data (Detai
Unaudited Quarterly Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 27, 2015 | Apr. 29, 2015 | Mar. 26, 2015 | May 31, 2011 | |
Quarterly Financial Information [Line Items] | |||||||||||||||
Net revenue | $ 788,396,000 | $ 789,798,000 | $ 827,545,000 | $ 796,549,000 | $ 726,471,000 | $ 727,360,000 | $ 770,445,000 | $ 750,685,000 | $ 3,202,288,000 | $ 2,974,961,000 | $ 2,409,803,000 | ||||
Gross profit | 278,898,000 | 280,854,000 | 290,104,000 | 268,171,000 | 249,814,000 | 250,726,000 | 252,570,000 | 244,052,000 | |||||||
Net income | $ 66,527,000 | $ 69,785,000 | $ 65,510,000 | $ 60,612,000 | $ 218,289,000 | $ 53,152,000 | $ 40,900,000 | $ 35,355,000 | $ 262,434,000 | $ 347,696,000 | $ 283,749,000 | ||||
Basic net income per share (in dollars per share) | $ 0.39 | $ 0.41 | $ 0.38 | $ 0.36 | $ 1.28 | $ 0.31 | $ 0.24 | $ 0.21 | $ 1.54 | $ 2.05 | $ 1.67 | ||||
Diluted net income per share (in dollars per share) | $ 0.39 | $ 0.41 | $ 0.38 | $ 0.35 | $ 1.27 | $ 0.31 | $ 0.24 | $ 0.21 | $ 1.53 | $ 2.03 | $ 1.65 | ||||
Expense (benefits) from income tax | $ 2,800,000 | $ (97,900,000) | |||||||||||||
CST Acquisition | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Transaction costs | $ 5,600,000 | $ 3,700,000 | |||||||||||||
Expense (benefits) from income tax | (180,000,000) | ||||||||||||||
Other, net | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Gain/(loss) on commodity forward contracts | $ 7,399,000 | (18,468,000) | $ (9,017,000) | ||||||||||||
Other, net | Commodity forward contracts | Derivatives not designated as hedging instruments under ASC 815 | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Gain/(loss) on commodity forward contracts | $ (4,700,000) | $ 1,300,000 | $ 5,400,000 | $ 5,300,000 | (4,400,000) | (8,000,000) | $ (4,700,000) | $ (1,400,000) | |||||||
Selling, General and Administrative Expenses | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Write off related to tax indemnification | 5,000,000 | ||||||||||||||
6.5% Senior Notes | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Repurchase amount | $ 79,100,000 | $ 620,900,000 | |||||||||||||
Interest rate | 6.50% | 6.50% | 6.50% | ||||||||||||
6.5% Senior Notes | Other, net | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Charges in other, net | 6,000,000 | ||||||||||||||
5.0% Senior Notes | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | ||||||||||||
5.0% Senior Notes | Other, net | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Charges in other, net | $ 19,600,000 | ||||||||||||||
6.25% Senior Notes | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Interest rate | 6.25% | 6.25% | |||||||||||||
6.25% Senior Notes | CST Acquisition | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Incremental interest expense | 4,400,000 | ||||||||||||||
Employee Severance | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Charges, net of reversals | 9,500,000 | 10,100,000 | |||||||||||||
Facility Closing | Schrader Acquisition | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Charges, net of reversals | 4,000,000 | ||||||||||||||
U.S. Automaker | Settled Litigation | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Accrual amount | $ 4,000,000 | ||||||||||||||
Bridgestone | Settled Litigation | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Payment to plaintiff amount | $ 6,000,000 | ||||||||||||||
Senior Notes | 6.25% Senior Notes | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Interest rate | 6.25% | ||||||||||||||
Senior Notes | 6.25% Senior Notes | CST Acquisition | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Interest expense | $ 8,800,000 | ||||||||||||||
Brazil Manufacturing Facility | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Charges incurred | $ 5,000,000 |
Schedule I - Condensed Financ91
Schedule I - Condensed Financial Information of the Registrant (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
May 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current assets: | |||||||||||||
Cash and cash equivalents | $ 351,428 | $ 342,263 | $ 351,428 | $ 342,263 | $ 211,329 | $ 317,896 | |||||||
Prepaid expenses and other current assets | 100,002 | 109,392 | 100,002 | 109,392 | |||||||||
Total current assets | 1,341,485 | 1,277,923 | 1,341,485 | 1,277,923 | |||||||||
Total assets | 6,240,976 | 6,298,910 | 6,240,976 | 6,298,910 | |||||||||
Current liabilities: | |||||||||||||
Accounts payable | 299,198 | 290,779 | 299,198 | 290,779 | |||||||||
Accrued expenses and other current liabilities | 245,566 | 251,989 | 245,566 | 251,989 | |||||||||
Total current liabilities | 583,296 | 865,175 | 583,296 | 865,175 | |||||||||
Pension obligations | 34,878 | 34,314 | 34,878 | 34,314 | |||||||||
Total liabilities | 4,298,969 | 4,630,334 | 4,298,969 | 4,630,334 | |||||||||
Total shareholders’ equity | 1,942,007 | 1,668,576 | 1,942,007 | 1,668,576 | 1,302,892 | 1,141,588 | |||||||
Total liabilities and shareholders’ equity | 6,240,976 | 6,298,910 | 6,240,976 | 6,298,910 | |||||||||
Income Statement [Abstract] | |||||||||||||
Net revenue | 788,396 | $ 789,798 | $ 827,545 | $ 796,549 | 726,471 | $ 727,360 | $ 770,445 | $ 750,685 | 3,202,288 | 2,974,961 | 2,409,803 | ||
Operating costs/(income) and expenses: | |||||||||||||
Cost of revenue | 2,084,261 | 1,977,799 | 1,567,334 | ||||||||||
Selling, general and administrative | 293,587 | 271,361 | 220,105 | ||||||||||
Total operating costs and expenses | 2,710,124 | 2,581,377 | 2,038,214 | ||||||||||
Profit from operations | 492,164 | 393,584 | 371,589 | ||||||||||
Other, net | (4,901) | (50,329) | (12,059) | ||||||||||
Income before taxes | 321,445 | 205,629 | 253,426 | ||||||||||
Provision for/(benefit from) income taxes | 59,011 | (142,067) | (30,323) | ||||||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||||
Defined benefit plan | (4,248) | (516) | (3,831) | ||||||||||
Other comprehensive (loss)/income | (8,077) | (14,242) | 21,359 | ||||||||||
Comprehensive income | 254,357 | 333,454 | 305,108 | ||||||||||
Statement of Cash Flows [Abstract] | |||||||||||||
Net cash used in operating activities | 521,525 | 533,131 | 382,568 | ||||||||||
Insurance proceeds | 0 | 0 | 2,417 | ||||||||||
Net cash used in investing activities | (174,778) | (1,166,369) | (1,430,065) | ||||||||||
Proceeds from exercise of stock options and issuance of ordinary shares | 3,944 | 19,411 | 24,909 | ||||||||||
Payments to repurchase ordinary shares | (4,752) | (50) | (12,094) | ||||||||||
Net cash (used in)/provided by financing activities | (337,582) | 764,172 | 940,930 | ||||||||||
Net change in cash and cash equivalents | 9,165 | 130,934 | $ (106,567) | ||||||||||
Shares repurchased (in shares) | 4,300,000 | ||||||||||||
Average price per share (in dollars per share) | $ 42.22 | ||||||||||||
Parent Company | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | 1,719 | 1,283 | 1,719 | 1,283 | $ 1,398 | $ 22,137 | |||||||
Intercompany receivables from subsidiaries | 84,396 | 79,384 | 84,396 | 79,384 | |||||||||
Prepaid expenses and other current assets | 683 | 886 | 683 | 886 | |||||||||
Total current assets | 86,798 | 81,553 | 86,798 | 81,553 | |||||||||
Investment in subsidiaries | 1,857,502 | 1,592,310 | 1,857,502 | 1,592,310 | |||||||||
Total assets | 1,944,300 | 1,673,863 | 1,944,300 | 1,673,863 | |||||||||
Current liabilities: | |||||||||||||
Accounts payable | 63 | 486 | 63 | 486 | |||||||||
Intercompany payables to subsidiaries | 175 | 2,885 | 175 | 2,885 | |||||||||
Accrued expenses and other current liabilities | 1,580 | 983 | 1,580 | 983 | |||||||||
Total current liabilities | 1,818 | 4,354 | 1,818 | 4,354 | |||||||||
Pension obligations | 475 | 933 | 475 | 933 | |||||||||
Total liabilities | 2,293 | 5,287 | 2,293 | 5,287 | |||||||||
Total shareholders’ equity | 1,942,007 | 1,668,576 | 1,942,007 | 1,668,576 | |||||||||
Total liabilities and shareholders’ equity | $ 1,944,300 | $ 1,673,863 | 1,944,300 | 1,673,863 | |||||||||
Income Statement [Abstract] | |||||||||||||
Net revenue | 0 | 0 | 0 | ||||||||||
Operating costs/(income) and expenses: | |||||||||||||
Cost of revenue | 0 | 0 | (2,417) | ||||||||||
Selling, general and administrative | 104 | 618 | 1,423 | ||||||||||
Total operating costs and expenses | 104 | 618 | (994) | ||||||||||
Profit from operations | (104) | (618) | 994 | ||||||||||
Interest expense, net | 72 | 0 | 0 | ||||||||||
Other, net | 107 | 60 | (50) | ||||||||||
Income before taxes | 75 | (558) | 944 | ||||||||||
Equity in net income of subsidiaries | 262,359 | 348,254 | 282,805 | ||||||||||
Provision for/(benefit from) income taxes | 0 | 0 | 0 | ||||||||||
Statement of Comprehensive Income [Abstract] | |||||||||||||
Net income | 262,434 | 347,696 | 283,749 | ||||||||||
Other comprehensive (loss)/income, net of tax: | |||||||||||||
Defined benefit plan | 515 | (22) | (374) | ||||||||||
Subsidiaries' other comprehensive (loss)/income | (8,592) | (14,220) | 21,733 | ||||||||||
Other comprehensive (loss)/income | (8,077) | (14,242) | 21,359 | ||||||||||
Comprehensive income | 254,357 | 333,454 | 305,108 | ||||||||||
Statement of Cash Flows [Abstract] | |||||||||||||
Net cash used in operating activities | (4,756) | (25,576) | (30,491) | ||||||||||
Insurance proceeds | 0 | 0 | 2,417 | ||||||||||
Return of capital from subsidiaries | 6,000 | 6,100 | 164,200 | ||||||||||
Net cash used in investing activities | 6,000 | 6,100 | 166,617 | ||||||||||
Proceeds from exercise of stock options and issuance of ordinary shares | 3,944 | 19,411 | 24,909 | ||||||||||
Payments to repurchase ordinary shares | (4,752) | (50) | (181,774) | ||||||||||
Net cash (used in)/provided by financing activities | (808) | 19,361 | (156,865) | ||||||||||
Net change in cash and cash equivalents | $ 436 | $ (115) | $ (20,739) | ||||||||||
Secondary Public Offering, May 27, 2014 | Parent Company | |||||||||||||
Statement of Cash Flows [Abstract] | |||||||||||||
Shares repurchased (in shares) | 4,000,000 | ||||||||||||
Average price per share (in dollars per share) | $ 42.42 |
Schedule II - Valuation and Q92
Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts and Sales Allowances - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the beginning of the period | $ 9,535 | $ 10,364 | $ 9,199 |
Additions, Charged to expenses/against revenue | 3,072 | 2,424 | 2,015 |
Deductions | (796) | (3,253) | (850) |
Balance at the end of the period | $ 11,811 | $ 9,535 | $ 10,364 |