Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 17, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-34652 | |
Entity Registrant Name | SENSATA TECHNOLOGIES HOLDING PLC | |
Entity Central Index Key | 0001477294 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1386780 | |
Entity Address, Address Line One | 529 Pleasant Street | |
Entity Address, City or Town | Attleboro | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02703 | |
Entity Address, Country | US | |
City Area Code | +1 (508) | |
Local Phone Number | 236 3800 | |
Title of 12(b) Security | Ordinary Shares - nominal value €0.01 per share | |
Trading Symbol | ST | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 161,122,430 | |
Other Address | ||
Entity Information [Line Items] | ||
Entity Address, Address Line One | Interface House, Interface Business Park, Bincknoll Lane | |
Entity Address, City or Town | Royal Wootton Bassett, Swindon | |
Entity Address, Postal Zip Code | SN4 8SY | |
Entity Address, Country | GB |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 721,073 | $ 729,833 |
Accounts receivable, net of allowances of $17,726 and $13,762 as of June 30, 2019 and December 31, 2018, respectively | 635,544 | 581,769 |
Inventories | 490,123 | 492,319 |
Prepaid expenses and other current assets | 122,839 | 113,234 |
Total current assets | 1,969,579 | 1,917,155 |
Property, plant and equipment, net | 809,092 | 787,178 |
Goodwill | 3,080,395 | 3,081,302 |
Other intangible assets, net of accumulated amortization of $1,968,741 and $1,896,861 as of June 30, 2019 and December 31, 2018, respectively | 826,144 | 897,191 |
Deferred income tax assets | 27,383 | 27,971 |
Other assets | 139,524 | 86,890 |
Total assets | 6,852,117 | 6,797,687 |
Current liabilities: | ||
Current portion of long-term debt, finance lease and other financing obligations | 13,582 | 14,561 |
Accounts payable | 378,504 | 379,824 |
Income taxes payable | 25,188 | 27,429 |
Accrued expenses and other current liabilities | 211,870 | 218,130 |
Total current liabilities | 629,144 | 639,944 |
Deferred income tax liabilities | 238,992 | 225,694 |
Pension and other post-retirement benefit obligations | 33,652 | 33,958 |
Finance lease and other financing obligations, less current portion | 30,141 | 30,618 |
Long-term debt, net | 3,216,135 | 3,219,762 |
Other long-term liabilities | 86,990 | 39,277 |
Total liabilities | 4,235,054 | 4,189,253 |
Commitments and contingencies (Note 12) | ||
Shareholders’ equity: | ||
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 172,325 and 171,719 shares issued, as of June 30, 2019 and December 31, 2018, respectively | 2,209 | 2,203 |
Treasury shares, at cost, 10,986 and 7,571 shares as of June 30, 2019 and December 31, 2018, respectively | (567,615) | (399,417) |
Additional paid-in capital | 1,710,711 | 1,691,190 |
Retained earnings | 1,492,356 | 1,340,636 |
Accumulated other comprehensive loss | (20,598) | (26,178) |
Total shareholders’ equity | 2,617,063 | 2,608,434 |
Total liabilities and shareholders’ equity | $ 6,852,117 | $ 6,797,687 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Jun. 30, 2019USD ($)shares | Jun. 30, 2019€ / shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018€ / shares |
Current assets: | ||||
Accounts receivable, allowances | $ | $ 17,726 | $ 13,762 | ||
Accumulated amortization | $ | $ 1,968,741 | $ 1,896,861 | ||
Shareholders’ equity: | ||||
Ordinary shares, nominal value per share (in euros per share) | € / shares | € 0.01 | € 0.01 | ||
Ordinary shares, shares authorized (in shares) | 177,069,000 | 177,069,000 | ||
Ordinary shares, shares issued (in shares) | 172,325,000 | 171,719,000 | ||
Treasury stock, shares (in shares) | 10,986,000 | 7,571,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net revenue | $ 883,726 | $ 913,860 | $ 1,754,225 | $ 1,800,153 |
Operating costs and expenses: | ||||
Cost of revenue | 575,235 | 582,509 | 1,156,041 | 1,164,966 |
Research and development | 36,685 | 37,980 | 71,781 | 73,981 |
Selling, general and administrative | 72,026 | 80,473 | 142,575 | 161,795 |
Amortization of intangible assets | 36,031 | 34,594 | 72,174 | 69,663 |
Restructuring and other charges, net | 16,310 | 244 | 21,619 | 4,010 |
Total operating costs and expenses | 736,287 | 735,800 | 1,464,190 | 1,474,415 |
Operating income | 147,439 | 178,060 | 290,035 | 325,738 |
Interest expense, net | (39,608) | (38,321) | (78,861) | (76,750) |
Other, net | (3,554) | (11,053) | (365) | (15,686) |
Income before taxes | 104,277 | 128,686 | 210,809 | 233,302 |
Provision for income taxes | 30,841 | 23,398 | 52,308 | 37,524 |
Net income | $ 73,436 | $ 105,288 | $ 158,501 | $ 195,778 |
Basic net income per share (in dollars per share) | $ 0.45 | $ 0.61 | $ 0.98 | $ 1.14 |
Diluted net income per share (in dollars per share) | $ 0.45 | $ 0.61 | $ 0.97 | $ 1.13 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||
Net income | $ 73,436 | $ 105,288 | $ 158,501 | $ 195,778 |
Other comprehensive (loss)/income, net of tax: | ||||
Cash flow hedges | (4,646) | 5,414 | ||
Cash flow hedges | 22,673 | 29,212 | ||
Defined benefit and retiree healthcare plans | 83 | 61 | 166 | 1,038 |
Other comprehensive (loss)/income | (4,563) | 22,734 | 5,580 | 30,250 |
Comprehensive income | $ 68,873 | $ 128,022 | $ 164,081 | $ 226,028 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 158,501 | $ 195,778 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 55,182 | 53,445 |
Amortization of debt issuance costs | 3,718 | 3,643 |
Share-based compensation | 12,425 | 11,502 |
Loss on debt financing | 0 | 2,350 |
Amortization of intangible assets | 72,174 | 69,663 |
Deferred income taxes | 13,213 | 12,266 |
Unrealized loss on derivative instruments and other | 16,717 | 8,432 |
Changes in operating assets and liabilities, net of the effects of acquisitions and divestitures: | ||
Accounts receivable, net | (53,775) | (70,295) |
Inventories | 2,196 | (35,132) |
Prepaid expenses and other current assets | (1,645) | (6,045) |
Accounts payable and accrued expenses | (27,157) | 23,430 |
Income taxes payable | (2,241) | (12,040) |
Other | 2,858 | (3,084) |
Net cash provided by operating activities | 252,166 | 253,913 |
Cash flows from investing activities: | ||
Acquisition, net of cash received | (1,681) | 0 |
Additions to property, plant and equipment and capitalized software | (81,549) | (66,301) |
Other | 305 | 5,000 |
Net cash used in investing activities | (82,925) | (61,301) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and issuance of ordinary shares | 7,099 | 3,397 |
Payment of employee restricted stock tax withholdings | (6,778) | (3,641) |
Payments on debt | (8,248) | (12,404) |
Payments to repurchase ordinary shares | (168,198) | (60,105) |
Payments of debt and equity issuance costs | (1,876) | (9,568) |
Net cash used in financing activities | (178,001) | (82,321) |
Net change in cash and cash equivalents | (8,760) | 110,291 |
Cash and cash equivalents, beginning of period | 729,833 | 753,089 |
Cash and cash equivalents, end of period | $ 721,073 | $ 863,380 |
Condensed Consolidated Statem_4
Condensed 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 Other Comprehensive Loss |
Beginning Balance (in shares) at Dec. 31, 2017 | 178,437 | (7,076) | ||||
Beginning Balance at Dec. 31, 2017 | $ 2,345,626 | $ 2,289 | $ (288,478) | $ 1,663,367 | $ 1,031,612 | $ (63,164) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock options exercised (in shares) | 58 | |||||
Stock options exercised | 2,219 | $ 2,250 | 126 | (157) | ||
Retirement of ordinary shares (in shares) | (7,018) | 7,018 | ||||
Retirement of ordinary shares | $ (90) | $ 286,228 | (286,138) | |||
Share-based compensation | 5,090 | 5,090 | ||||
Net income | 90,490 | 90,490 | ||||
Other comprehensive income (loss) | 7,516 | 7,516 | ||||
Ending Balance at Mar. 31, 2018 | 2,450,941 | $ 2,199 | $ 0 | 1,668,583 | 835,807 | (55,648) |
Ending Balance (in shares) at Mar. 31, 2018 | 171,419 | 0 | ||||
Beginning Balance (in shares) at Dec. 31, 2017 | 178,437 | (7,076) | ||||
Beginning Balance at Dec. 31, 2017 | 2,345,626 | $ 2,289 | $ (288,478) | 1,663,367 | 1,031,612 | (63,164) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 195,778 | |||||
Ending Balance at Jun. 30, 2018 | 2,522,807 | $ 2,202 | $ (60,105) | 1,676,172 | 937,452 | (32,914) |
Ending Balance (in shares) at Jun. 30, 2018 | 171,634 | (1,137) | ||||
Beginning Balance (in shares) at Mar. 31, 2018 | 171,419 | 0 | ||||
Beginning Balance at Mar. 31, 2018 | 2,450,941 | $ 2,199 | $ 0 | 1,668,583 | 835,807 | (55,648) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Surrender of shares for tax withholding (in shares) | (70) | |||||
Surrender of shares for tax withholding | (3,641) | $ (3,641) | ||||
Stock options exercised (in shares) | 30 | |||||
Stock options exercised | 1,178 | $ 1 | 1,177 | |||
Vesting of restricted securities (in shares) | 255 | |||||
Vesting of restricted securities | $ 2 | (2) | ||||
Repurchase of ordinary shares (in shares) | (1,137) | |||||
Repurchase of ordinary shares | (60,105) | $ (60,105) | ||||
Retirement of ordinary shares (in shares) | (70) | 70 | ||||
Retirement of ordinary shares | $ 3,641 | (3,641) | ||||
Share-based compensation | 6,412 | 6,412 | ||||
Net income | 105,288 | 105,288 | ||||
Other comprehensive income (loss) | 22,734 | 22,734 | ||||
Ending Balance at Jun. 30, 2018 | 2,522,807 | $ 2,202 | $ (60,105) | 1,676,172 | 937,452 | (32,914) |
Ending Balance (in shares) at Jun. 30, 2018 | 171,634 | (1,137) | ||||
Beginning Balance (in shares) at Dec. 31, 2018 | 171,719 | (7,571) | ||||
Beginning Balance at Dec. 31, 2018 | 2,608,434 | $ 2,203 | $ (399,417) | 1,691,190 | 1,340,636 | (26,178) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Surrender of shares for tax withholding (in shares) | (6) | |||||
Surrender of shares for tax withholding | (275) | $ (275) | ||||
Stock options exercised (in shares) | 248 | |||||
Stock options exercised | 5,813 | $ 3 | 5,810 | |||
Vesting of restricted securities (in shares) | 26 | |||||
Repurchase of ordinary shares (in shares) | (3,036) | |||||
Repurchase of ordinary shares | (150,749) | $ (150,749) | ||||
Retirement of ordinary shares (in shares) | (6) | 6 | ||||
Retirement of ordinary shares | $ 275 | (275) | ||||
Share-based compensation | 5,940 | 5,940 | ||||
Net income | 85,065 | 85,065 | ||||
Other comprehensive income (loss) | 10,143 | 10,143 | ||||
Ending Balance at Mar. 31, 2019 | 2,564,371 | $ 2,206 | $ (550,166) | 1,702,940 | 1,425,426 | (16,035) |
Ending Balance (in shares) at Mar. 31, 2019 | 171,987 | (10,607) | ||||
Beginning Balance (in shares) at Dec. 31, 2018 | 171,719 | (7,571) | ||||
Beginning Balance at Dec. 31, 2018 | 2,608,434 | $ 2,203 | $ (399,417) | 1,691,190 | 1,340,636 | (26,178) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 158,501 | |||||
Ending Balance at Jun. 30, 2019 | 2,617,063 | $ 2,209 | $ (567,615) | 1,710,711 | 1,492,356 | (20,598) |
Ending Balance (in shares) at Jun. 30, 2019 | 172,325 | (10,986) | ||||
Beginning Balance (in shares) at Mar. 31, 2019 | 171,987 | (10,607) | ||||
Beginning Balance at Mar. 31, 2019 | 2,564,371 | $ 2,206 | $ (550,166) | 1,702,940 | 1,425,426 | (16,035) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Surrender of shares for tax withholding (in shares) | (138) | |||||
Surrender of shares for tax withholding | (6,503) | $ (6,503) | ||||
Stock options exercised (in shares) | 64 | |||||
Stock options exercised | 1,286 | 1,286 | ||||
Vesting of restricted securities (in shares) | 412 | |||||
Vesting of restricted securities | 0 | $ 5 | (5) | |||
Repurchase of ordinary shares (in shares) | (379) | |||||
Repurchase of ordinary shares | (17,449) | $ (17,449) | ||||
Retirement of ordinary shares (in shares) | (138) | 138 | ||||
Retirement of ordinary shares | 0 | $ (2) | $ 6,503 | (6,501) | ||
Share-based compensation | 6,485 | 6,485 | ||||
Net income | 73,436 | 73,436 | ||||
Other comprehensive income (loss) | (4,563) | (4,563) | ||||
Ending Balance at Jun. 30, 2019 | $ 2,617,063 | $ 2,209 | $ (567,615) | $ 1,710,711 | $ 1,492,356 | $ (20,598) |
Ending Balance (in shares) at Jun. 30, 2019 | 172,325 | (10,986) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc ("Sensata plc"), a public limited company incorporated under the laws of England and Wales, and its wholly-owned subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us." The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 . All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. Certain reclassifications have been made to prior periods to conform to current period presentation. |
New Accounting Standards
New Accounting Standards | 6 Months Ended |
Jun. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards In February 2016 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) , which establishes new accounting and disclosure requirements for leases. FASB Accounting Standards Codification ("ASC") Topic 842, Leases , requires lessees to classify most leases as either finance or operating leases and to recognize a lease liability and right-of-use asset. For finance leases, the statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. We adopted the provisions of FASB ASU No. 2016-02 on January 1, 2019 using the modified retrospective transition method. Refer to Note 18, "Leases" for additional discussion of this adoption. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | Revenue Recognition The following tables present net revenue disaggregated by segment and end market for the three and six months ended June 30, 2019 and 2018: For the three months ended June 30, 2019 For the three months ended June 30, 2018 Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total Automotive $ 498,296 $ 10,672 $ 508,968 $ 532,586 $ 13,002 $ 545,588 HVOR (1) 146,220 — 146,220 143,631 — 143,631 Appliance and HVAC (2) — 55,832 55,832 — 56,610 56,610 Industrial — 95,818 95,818 — 86,847 86,847 Aerospace — 44,902 44,902 — 40,500 40,500 Other — 31,986 31,986 — 40,684 40,684 Total $ 644,516 $ 239,210 $ 883,726 $ 676,217 $ 237,643 $ 913,860 __________________________ (1) Heavy vehicle and off-road (2) Heating, ventilation and air conditioning For the six months ended June 30, 2019 For the six months ended June 30, 2018 Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total Automotive $ 990,311 $ 22,100 $ 1,012,411 $ 1,062,379 $ 26,858 $ 1,089,237 HVOR 294,233 — 294,233 276,667 — 276,667 Appliance and HVAC — 107,536 107,536 — 110,927 110,927 Industrial — 188,459 188,459 — 169,232 169,232 Aerospace — 87,881 87,881 — 82,206 82,206 Other — 63,705 63,705 — 71,884 71,884 Total $ 1,284,544 $ 469,681 $ 1,754,225 $ 1,339,046 $ 461,107 $ 1,800,153 |
Share-Based Payment Plans
Share-Based Payment Plans | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Payment Plans | Share-Based Payment Plans Share-Based Compensation Expense The table below presents non-cash compensation expense related to our equity awards, which is recognized within selling, general and administrative expense in the condensed consolidated statements of operations, during the identified periods: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Stock options $ 1,964 $ 1,789 $ 3,488 $ 3,078 Restricted securities 4,521 4,623 8,937 8,424 Share-based compensation expense $ 6,485 $ 6,412 $ 12,425 $ 11,502 Equity Awards Awards granted in or after April 2019 permit accelerated vesting for qualified retirements. We granted the following options under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan") during the six months ended June 30, 2019 : Options Granted To: Number of Options Granted (in thousands) Weighted- Average Grant Date Fair Value Vesting Period Various executives and employees 378 $ 13.91 25% per year over four years We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2010 Equity Plan during the six months ended June 30, 2019 : Awards Granted To: Type of Award Number of Units Granted (in thousands) Percentage of PRSUs Awarded That May Vest Weighted- Average Grant Date Fair Value Various executives and employees RSU (1) 186 N/A $ 46.76 Directors RSU (1) 28 N/A $ 43.92 Various executives and employees PRSU (2) 137 0.0% - 172.5% $ 46.93 Various executives and employees PRSU (2) 75 0.0% - 150.0% $ 46.93 __________________________ (1) RSUs granted during the six months ended June 30, 2019 vest on various dates between March 2020 and June 2022. (2) PRSUs granted during the six months ended June 30, 2019 vest on April 1, 2022. The number of units that ultimately vest is dependent on the achievement of certain performance criteria. |
Restructuring and Other Charges
Restructuring and Other Charges, Net | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges, Net | Restructuring and Other Charges, Net Restructuring and other charges, net for the three and six months ended June 30, 2019 and 2018 were as follows: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Severance costs, net $ 14,631 $ (284 ) $ 17,486 $ 3,320 Facility and other exit costs 37 528 37 690 Other 1,642 — 4,096 — Restructuring and other charges, net $ 16,310 $ 244 $ 21,619 $ 4,010 Severance costs, net for the three and six months ended June 30, 2019 include a $13.7 million charge related to benefits provided for under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S. We expect the majority of these benefits will be paid during the third quarter of 2019. Other charges for the three and six months ended June 30, 2019 were primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC, LLC ("GIGAVAC"). Refer to Note 16, "Acquisitions and Divestitures" for further discussion. Severance costs, net for the three and six months ended June 30, 2018 were primarily related to limited workforce reductions of manufacturing, engineering, and administrative positions as well as the elimination of certain positions related to site consolidations. Changes to the severance portion of our restructuring liability during the six months ended June 30, 2019 were as follows: Severance Balance at December 31, 2018 $ 6,591 Charges 17,486 Payments (6,004 ) Impact of changes in foreign currency exchange rates (80 ) Balance at June 30, 2019 $ 17,993 |
Other, Net
Other, Net | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other, Net | Other, Net Other, net consisted of the following for the three and six months ended June 30, 2019 and 2018: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Currency remeasurement loss on net monetary assets $ (4,326 ) $ (15,677 ) $ (2,461 ) $ (8,929 ) Gain/(loss) on foreign currency forward contracts 1,039 5,776 1,517 (550 ) (Loss)/gain on commodity forward contracts (102 ) (1,426 ) 1,021 (4,621 ) Loss on debt financing — — — (2,350 ) Net periodic benefit cost, excluding service cost (287 ) (216 ) (574 ) (514 ) Other 122 490 132 1,278 Other, net $ (3,554 ) $ (11,053 ) $ (365 ) $ (15,686 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded provision for income taxes of the following in the periods presented: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Provision for income taxes $ 30,841 $ 23,398 $ 52,308 $ 37,524 The increase in the provision for income taxes relates to changes in the jurisdictional mix of profits, effects of changes in tax laws in the locations where we operate, changes in tax accruals related to prior year tax positions, and the utilization of previously unbenefitted net operating losses in our U.S. jurisdiction. The provision for income taxes consists of: • current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes related to interest, royalties, and the repatriation of foreign earnings; and • deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (1) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (2) the utilization of net operating losses, (3) changes in tax rates, and (4) changes in our assessment of the realizability of our deferred tax assets. |
Net Income per Share
Net Income per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and six months ended June 30, 2019 and 2018 the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Basic weighted-average ordinary shares outstanding 161,618 171,439 162,433 171,422 Dilutive effect of stock options 568 883 601 905 Dilutive effect of unvested restricted securities 292 371 466 448 Diluted weighted-average ordinary shares outstanding 162,478 172,693 163,500 172,775 Net income and net income per share are presented in the condensed consolidated statements of operations. Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti–dilutive effect on net income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied. These potential ordinary shares are as follows: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Anti-dilutive shares excluded 1,358 989 1,185 849 Contingently issuable shares excluded 794 808 635 798 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories as of June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Finished goods $ 179,254 $ 187,095 Work-in-process 104,793 104,405 Raw materials 206,076 200,819 Inventories $ 490,123 $ 492,319 |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended June 30, 2019 and 2018 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total 2019 2018 2019 2018 2019 2018 2019 2018 Service cost $ — $ — $ 2 $ 19 $ 632 $ 804 $ 634 $ 823 Interest cost 399 364 53 70 338 332 790 766 Expected return on plan assets (451 ) (408 ) — — (176 ) (235 ) (627 ) (643 ) Amortization of net loss 245 300 11 — 192 110 448 410 Amortization of prior service (credit)/cost — — (327 ) (334 ) 3 2 (324 ) (332 ) Loss on settlement — 15 — — — — — 15 Net periodic benefit cost/(credit) $ 193 $ 271 $ (261 ) $ (245 ) $ 989 $ 1,013 $ 921 $ 1,039 The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the six months ended June 30, 2019 and 2018 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total 2019 2018 2019 2018 2019 2018 2019 2018 Service cost $ — $ — $ 4 $ 38 $ 1,363 $ 1,635 $ 1,367 $ 1,673 Interest cost 798 691 106 140 676 674 1,580 1,505 Expected return on plan assets (902 ) (836 ) — — (351 ) (472 ) (1,253 ) (1,308 ) Amortization of net loss 490 600 22 — 383 135 895 735 Amortization of prior service (credit)/cost — — (654 ) (668 ) 6 1 (648 ) (667 ) Loss on settlement — 545 — — — — — 545 Gain on curtailment — — — — — (296 ) — (296 ) Net periodic benefit cost/(credit) $ 386 $ 1,000 $ (522 ) $ (490 ) $ 2,077 $ 1,677 $ 1,941 $ 2,187 Components of net periodic benefit cost other than service cost are presented in other, net. Refer to Note 6, "Other, Net." |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our long-term debt and finance lease and other financing obligations as of June 30, 2019 and December 31, 2018 consisted of the following: Maturity Date June 30, 2019 December 31, 2018 Term Loan October 14, 2021 $ 913,040 $ 917,794 4.875% Senior Notes October 15, 2023 500,000 500,000 5.625% Senior Notes November 1, 2024 400,000 400,000 5.0% Senior Notes October 1, 2025 700,000 700,000 6.25% Senior Notes February 15, 2026 750,000 750,000 Less: discount (13,820 ) (15,169 ) Less: deferred financing costs (23,184 ) (23,159 ) Less: current portion (9,901 ) (9,704 ) Long-term debt, net $ 3,216,135 $ 3,219,762 Finance lease and other financing obligations $ 33,822 $ 35,475 Less: current portion (3,681 ) (4,857 ) Finance lease and other financing obligations, less current portion $ 30,141 $ 30,618 On March 27, 2019 certain indirect, wholly-owned subsidiaries of Sensata plc, including Sensata Technologies B.V., entered into the ninth amendment (the "Ninth Amendment") of the credit agreement governing our senior secured credit facilities (as amended, the "Credit Agreement"). Among other changes to the Credit Agreement, the Ninth Amendment (i) extended the maturity date of the $420.0 million revolving credit facility (the "Revolving Credit Facility") to March 27, 2024; (ii) added pounds sterling as an available currency for revolving credit loans and letters of credit under the Revolving Credit Facility; (iii) lowered certain index rate spreads related to the Revolving Credit Facility; (iv) lowered our letter of credit fees; (v) reduced our revolving credit commitment fees; and (vi) modified the senior secured net leverage ratio financial covenant to increase the Revolving Credit Facility utilization threshold above which such financial covenant is tested from 10% to 20% , and deleted the requirement that such financial covenant be tested (regardless of utilization) in determining whether a default exists for purposes of satisfying the conditions to borrowing or other utilization of the Revolving Credit Facility. In connection with the entry into the Ninth Amendment, we incurred $2.4 million of creditor fees and related third-party costs. We applied the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments in accounting for the amounts paid. As a result, we recorded $2.4 million as an adjustment to the carrying amount of long-term debt. On June 13, 2019, our subsidiaries that are borrowers under the Credit Agreement entered into an amendment to the Credit Agreement with the administrative agent to correct certain technical and immaterial errors in the Credit Agreement. As of June 30, 2019 there was $416.1 million available under the Revolving Credit Facility, net of $3.9 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of June 30, 2019 no amounts had been drawn against these outstanding letters of credit. Accrued Interest Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of June 30, 2019 and December 31, 2018 accrued interest totaled $40.5 million and $40.6 million , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are a defendant in a lawsuit, Wasica Finance Gmbh et al v. Schrader International Inc. et al, Case No. 13-1353-CPS, U.S.D.C., Delaware, in which the claimant alleges infringement of their patent (US 5,602,524) in connection with our tire pressure monitoring system products. The patent in question has expired, and as a result, the claimant is seeking damages for past alleged infringement with interest and costs. Should the claimant prevail, these amounts could be material. We have denied liability and have been defending the litigation, which is in discovery. Trial is currently expected in February 2020. We do not believe a loss related to this matter is probable. As of June 30, 2019 , we have not recorded an accrual for this matter. We are a defendant in a lawsuit, Metal Seal Precision, Ltd. v. Sensata Technologies Inc., Case No. 2017-0518-BCSI, MA Superior Court (Suffolk County) , in which the claimant ("Metal Seal"), a supplier of certain metal parts used in the manufacture of our products, alleges breach of contract, breach of covenant of good faith and fair dealing, and anticipatory repudiation. The dispute arises out of an agreement under which Metal Seal alleges certain purchase requirements were not met, resulting in damages and lost profits. On April 12, 2019 the court granted, in part, our motion for summary judgment and dismissed Metal Seal's unfair trade practices claims. Plaintiff’s damage expert claims that Metal Seal has losses ranging up to $51.0 million . We dispute Metal Seal's claims and continue to defend the lawsuit, with trial currently expected in December 2019. We do not believe a loss related to this matter is probable. As of June 30, 2019, we have not recorded an accrual related to this matter. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity On July 30, 2019, our Board of Directors approved a new $500.0 million share repurchase program with terms consistent to those of our previously authorized $250.0 million share repurchase program. The $250.0 million share repurchase program was terminated upon commencement of the new program. Accumulated Other Comprehensive Loss The following is a roll forward of the components of accumulated other comprehensive loss for the six months ended June 30, 2019 : Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2018 $ 9,184 $ (35,362 ) $ (26,178 ) Other comprehensive income before reclassifications, net of tax 13,985 — 13,985 Reclassifications from accumulated other comprehensive loss, net of tax (8,571 ) 166 (8,405 ) Other comprehensive income 5,414 166 5,580 Balance as of June 30, 2019 $ 14,598 $ (35,196 ) $ (20,598 ) The details of the amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2019 and 2018 are as follows: (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss Affected Line in Condensed Consolidated Statements of Operations For the three months ended For the six months ended Component June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ (6,493 ) $ 8,064 $ (9,712 ) $ 18,948 Net revenue (1) Foreign currency forward contracts (941 ) (2,662 ) (1,069 ) (1,836 ) Cost of revenue (1) Foreign currency forward contracts — — — 1,376 Other, net (1) Total, before taxes (7,434 ) 5,402 (10,781 ) 18,488 Income before taxes Income tax effect 1,524 (1,350 ) 2,210 (4,622 ) Provision for income taxes Total, net of taxes $ (5,910 ) $ 4,052 $ (8,571 ) $ 13,866 Net income Defined benefit and retiree healthcare plans $ 124 $ 93 $ 247 $ 317 Other, net (2) Income tax effect (41 ) (32 ) (81 ) 143 Provision for income taxes Total, net of taxes $ 83 $ 61 $ 166 $ 460 Net income __________________________ (1) Refer to Note 15, "Derivative Instruments and Hedging Activities" for additional details on amounts to be reclassified from accumulated other comprehensive loss in future periods. (2) Refer to Note 10, "Pension and Other Post-Retirement Benefits" for additional details of net periodic benefit cost. |
Fair Value Measures
Fair Value Measures | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures Measured on a Recurring Basis The fair values of our assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 are as shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy. June 30, 2019 December 31, 2018 Assets Foreign currency forward contracts $ 21,761 $ 17,871 Commodity forward contracts 1,397 831 Total $ 23,158 $ 18,702 Liabilities Foreign currency forward contracts $ 3,290 $ 5,165 Commodity forward contracts 1,913 4,137 Total $ 5,203 $ 9,302 Measured on a Nonrecurring Basis We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2018 and determined that they were not impaired. As of June 30, 2019 no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets. We account for our investment in Series B Preferred Stock of Quanergy Systems, Inc. ("Quanergy") under the measurement alternative in FASB ASC Topic 321, Investments - Equity Securities for equity investments without a readily determinable fair value. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. No adjustments to the carrying value of this investment were required in the second quarter of 2019 or since the adoption of this guidance. Accordingly, our investment in Quanergy continues to be held at cost of $50.0 million . On July 12, 2019, we made a $3.7 million investment in Lithium Balance A/S, a battery management company. Financial Instruments Not Recorded at Fair Value The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 . All fair value measures presented are categorized in Level 2 of the fair value hierarchy. June 30, 2019 December 31, 2018 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Liabilities Term Loan $ 913,040 $ 915,324 $ 917,794 $ 904,027 4.875% Senior Notes $ 500,000 $ 522,500 $ 500,000 $ 491,875 5.625% Senior Notes $ 400,000 $ 433,000 $ 400,000 $ 400,500 5.0% Senior Notes $ 700,000 $ 731,500 $ 700,000 $ 660,625 6.25% Senior Notes $ 750,000 $ 798,750 $ 750,000 $ 751,875 ___________________________________ (1) Excluding any related debt discounts and deferred financing costs. Cash and cash equivalents, accounts receivable, and accounts payable are carried at cost, which approximates fair value because of their short-term nature. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Hedges of Foreign Currency Risk We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar (the "USD"). We enter into forward contracts for certain of these foreign currencies 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, which are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging . For the three and six months ended June 30, 2019 and 2018 amounts excluded from the assessment of effectiveness of our foreign currency forward agreements that are designated as cash flow hedges were not material. As of June 30, 2019 we estimate that $17.9 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2020 . As of June 30, 2019 we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted- Average Strike Rate Hedge Designation (1) 16.0 EUR June 26, 2019 July 31, 2019 Euro ("EUR") to USD 1.14 USD Not designated 339.7 EUR Various from July 2017 to June 2019 Various from July 2019 to May 2021 EUR to USD 1.20 USD Cash flow hedge 330.0 CNY June 25, 2019 July 31, 2019 USD to Chinese Renminbi ("CNY") 6.88 CNY Not designated 542.3 CNY January 10, 2019 Various from July to December 2019 USD to CNY 6.82 CNY Cash flow hedge 545.0 JPY June 26, 2019 July 31, 2019 USD to Japanese Yen ("JPY") 107.35 JPY Not designated 24,313.6 KRW Various from August 2017 to June 2019 Various from July 2019 to May 2021 USD to Korean Won ("KRW") 1,100.30 KRW Cash flow hedge 23.0 MYR June 25, 2019 July 31, 2019 USD to Malaysian Ringgit ("MYR") 4.12 MYR Not designated 74.0 MXN June 26, 2019 July 31, 2019 USD to Mexican Peso ("MXN") 19.29 MXN Not designated 2,654.2 MXN Various from August 2017 to June 2019 Various from July 2019 to May 2021 USD to MXN 20.87 MXN Cash flow hedge 43.6 GBP Various from August 2017 to June 2019 Various from July 2019 to May 2021 British Pound Sterling ("GBP") to USD 1.33 USD Cash flow hedge _________________________ (1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes. Hedges of Commodity Risk We enter into commodity forward contracts in order to limit our exposure to variability in raw material costs that is caused by movements in the price of underlying metals. 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 FASB ASC Topic 815. As of June 30, 2019 we had the following outstanding commodity forward contracts: Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit Silver 848,995 troy oz. July 2019-April 2021 $15.99 Gold 7,614 troy oz. July 2019-April 2021 $1,316.24 Nickel 227,693 pounds July 2019-April 2021 $5.83 Aluminum 3,926,212 pounds July 2019-April 2021 $0.92 Copper 2,271,886 pounds July 2019-April 2021 $3.04 Platinum 6,709 troy oz. July 2019-April 2021 $883.35 Palladium 643 troy oz. July 2019-April 2021 $1,108.43 Financial Instrument Presentation The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 : Asset Derivatives Liability Derivatives Balance Sheet Location June 30, 2019 December 31, 2018 Balance Sheet Location June 30, 2019 December 31, 2018 Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 19,684 $ 14,608 Accrued expenses and other current liabilities $ 2,228 $ 3,615 Foreign currency forward contracts Other assets 2,072 3,168 Other long-term liabilities 933 1,134 Total $ 21,756 $ 17,776 $ 3,161 $ 4,749 Derivatives not designated as hedging instruments Commodity forward contracts Prepaid expenses and other current assets $ 1,084 $ 524 Accrued expenses and other current liabilities $ 1,743 $ 3,679 Commodity forward contracts Other assets 313 307 Other long-term liabilities 170 458 Foreign currency forward contracts Prepaid expenses and other current assets 5 95 Accrued expenses and other current liabilities 129 416 Total $ 1,402 $ 926 $ 2,042 $ 4,553 These fair value measurements are all categorized within Level 2 of the fair value hierarchy. The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended June 30, 2019 and 2018: Derivatives designated as hedging instruments 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 2019 2018 2019 2018 Foreign currency forward contracts $ 1,209 $ 33,641 Net revenue $ 6,493 $ (8,064 ) Foreign currency forward contracts $ 382 $ (8,813 ) Cost of revenue $ 941 $ 2,662 Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income Location of (Loss)/Gain Recognized in Net Income 2019 2018 Commodity forward contracts $ (102 ) $ (1,426 ) Other, net Foreign currency forward contracts $ 1,039 $ 5,776 Other, net The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the six months ended June 30, 2019 and 2018: Derivatives designated as Amount of Deferred Gain Recognized in Other Comprehensive 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 2019 2018 2019 2018 Foreign currency forward contracts $ 10,327 $ 15,803 Net revenue $ 9,712 $ (18,948 ) Foreign currency forward contracts $ 6,460 $ 4,658 Cost of revenue $ 1,069 $ 1,836 Foreign currency forward contracts $ — $ — Other, net $ — $ (1,376 ) Derivatives not designated as Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income 2019 2018 Commodity forward contracts $ 1,021 $ (4,621 ) Other, net Foreign currency forward contracts $ 1,517 $ 826 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 repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations. As of June 30, 2019 the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $5.2 million . As of June 30, 2019 we have no |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures GIGAVAC merger On September 24, 2018 we entered into an agreement and plan of merger with GIGAVAC, whereby GIGAVAC would merge with one of our wholly-owned subsidiaries, thereby becoming a wholly-owned subsidiary of Sensata. On October 31, 2018 we completed the acquisition of GIGAVAC for $233.0 million of cash consideration, subject to working capital and other adjustments, approximately $12.0 million of which related to certain compensation arrangements with certain GIGAVAC employees and shareholders. Based in Carpinteria, California, GIGAVAC has more than 270 employees and is a leading provider of solutions that enable electrification in demanding environments within the automotive, battery storage, industrial, and HVOR end markets. We acquired GIGAVAC to increase our content and capabilities for electrification, including products such as cars, delivery trucks, buses, material handling equipment, and charging stations. Portions of GIGAVAC will be integrated into each of our operating segments. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Net working capital, excluding cash $ 16,980 Property, plant and equipment 4,384 Goodwill 113,731 Other intangible assets 122,742 Other assets 63 Deferred income tax liabilities (27,000 ) Other long-term liabilities (1,000 ) Fair value of net assets acquired, excluding cash and cash equivalents 229,900 Cash and cash equivalents 359 Fair value of net assets acquired $ 230,259 The allocation of purchase price related to the GIGAVAC merger is preliminary, and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets. The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed. The preliminary goodwill recognized as a result of this acquisition was approximately $113.7 million , which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The amount of goodwill recorded that is expected to be deductible for tax purposes is not material. In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their estimated fair values, and weighted average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets: Customer relationships $ 74,500 10 Completed technologies 31,040 13 Tradenames 15,400 15 Other 1,802 6 Total definite-lived intangible assets acquired $ 122,742 12 The definite-lived intangible assets were valued using the income approach. We used the relief-from-royalty method to value completed technologies and tradenames, and we used the multi-period excess earnings method to value customer relationships. These valuation methods incorporate assumptions including expected discounted future cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships. Valves Business Divestiture On August 31, 2018 we completed the sale of the capital stock of Schrader Bridgeport International, Inc. and August France Holding Company SAS (collectively, the "Valves Business") to Pacific Industrial Co. Ltd. (together with its affiliates, "Pacific"). Contemporaneous with the closing of the sale, Sensata and Pacific entered into a long-term supply agreement, which imposes an obligation on us to purchase minimum quantities of product from Pacific over a period of nearly five years . In exchange for selling the Valves Business and entering into the long-term supply agreement, we received cash consideration from Pacific of approximately $165.5 million , net of $11.8 million of cash and cash equivalents sold. We determined that the terms of the long-term supply agreement entered into concurrent with the sale of the Valves Business were not at market. Accordingly, we recognized a liability of $16.4 million , measured at fair value, which represented the fair value of the off-market component of the supply agreement. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We organize our business into two reportable segments, Performance Sensing and Sensing Solutions, each of which is also an operating segment. Our operating segments are businesses that we manage as components of an enterprise for which separate financial information is 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 amortization of intangible assets, restructuring and other charges, net, and certain corporate costs/credits not associated with the operations of the segment, including share-based compensation 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 and other 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, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies" included in our Annual Report on Form 10-K for the year ended December 31, 2018 . The following table presents net revenue and segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and six months ended June 30, 2019 and 2018: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Net revenue: Performance Sensing $ 644,516 $ 676,217 $ 1,284,544 $ 1,339,046 Sensing Solutions 239,210 237,643 469,681 461,107 Total net revenue $ 883,726 $ 913,860 $ 1,754,225 $ 1,800,153 Segment operating income (as defined above): Performance Sensing $ 168,072 $ 187,365 $ 318,581 $ 356,775 Sensing Solutions 77,115 79,070 152,084 150,954 Total segment operating income 245,187 266,435 470,665 507,729 Corporate and other (45,407 ) (53,537 ) (86,837 ) (108,318 ) Amortization of intangible assets (36,031 ) (34,594 ) (72,174 ) (69,663 ) Restructuring and other charges, net (16,310 ) (244 ) (21,619 ) (4,010 ) Operating income 147,439 178,060 290,035 325,738 Interest expense, net (39,608 ) (38,321 ) (78,861 ) (76,750 ) Other, net (3,554 ) (11,053 ) (365 ) (15,686 ) Income before taxes $ 104,277 $ 128,686 $ 210,809 $ 233,302 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases As discussed in Note 2, "New Accounting Standards," we adopted FASB ASC Topic 842 on January 1, 2019, using the modified retrospective transition method. We have elected to apply the package of practical expedients and the land easement practical expedient. We have not elected to apply the hindsight practical expedient. As a result of this adoption, we classify most leases as either finance or operating leases and recognize a related lease liability and right-of-use asset on our consolidated balance sheets. Our accounting for finance leases remains unchanged after the adoption of FASB ASC Topic 842. We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases (i.e. they are not recorded on the consolidated balance sheets). We elected to apply the transition provisions of this guidance, including its disclosure requirements, at its date of adoption instead of at the beginning of the earliest comparative period presented. Accordingly, we have not restated our consolidated balance sheet as of December 31, 2018. There was no cumulative effect of adoption on our retained earnings or any other components of equity. The below adjustments were made to our condensed consolidated balance sheet on January 1, 2019 to reflect the new guidance: December 31, 2018 Adjustment January 1, 2019 Prepaid expenses and other current assets $ 113,234 $ (253 ) $ 112,981 Other intangible assets, net $ 897,191 $ (1,510 ) $ 895,681 Other assets $ 86,890 $ 58,496 $ 145,386 Accrued expenses and other current liabilities $ 218,130 $ 12,119 $ 230,249 Other long-term liabilities $ 39,277 $ 44,614 $ 83,891 The table below presents the amounts recognized and location of recognition in our condensed consolidated balance sheet as of June 30, 2019 related to our operating and finance leases: June 30, 2019 Operating lease right-of-use assets: Other assets $ 52,471 Total operating lease right-of-use assets $ 52,471 Operating lease liabilities: Accrued expenses and other current liabilities $ 11,864 Other long-term liabilities 42,062 Total operating lease liabilities $ 53,926 Finance lease right-of-use assets: Property, plant and equipment, at cost $ 49,714 Accumulated depreciation (23,412 ) Property, plant and equipment, net $ 26,302 Finance lease liabilities: Current portion of long-term debt, finance lease and other financing obligations $ 2,298 Finance lease and other financing obligations, less current portion 29,797 Total finance lease liabilities $ 32,095 The table below presents the lease liabilities arising from obtaining right-of-use assets in the six months ended June 30, 2019: Six months ended June 30, 2019 Operating leases $ 1,882 Finance leases $ — For finance leases, the consolidated statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the consolidated statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. The table below presents our total lease cost for the three and six months ended June 30, 2019: For the three months ended For the six months ended June 30, 2019 June 30, 2019 Operating lease cost $ 4,244 $ 8,224 Finance lease cost: Amortization of right-of-use assets $ 452 $ 904 Interest on lease liabilities 671 1,360 Total finance lease cost $ 1,123 $ 2,264 Short-term lease cost was not material for the three and six months ended June 30, 2019. Cash flows from operating activities include (1) interest on finance lease liabilities and (2) payments arising from operating leases. Cash flows from financing activities include repayments of the principal portion of finance lease liabilities. The table below presents the cash paid related to our operating and financing leases for the six months ended June 30, 2019: For the six months ended June 30, 2019 Operating cash flows from operating leases $ 8,090 Operating cash flows from finance leases $ 1,206 Financing cash flows from finance leases $ 753 We occupy leased facilities with initial terms ranging up to 20 years. These lease agreements frequently include options to renew for additional periods and generally require that we pay taxes, insurance, and maintenance costs. We also lease certain vehicles and equipment. The table below presents the weighted average remaining lease term of our operating and finance leases (in years): June 30, 2019 Operating leases 8.2 Finance leases 12.8 Our lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using our incremental borrowing rate for a period that is comparable to the remaining lease term. Upon adoption of FASB ASC Topic 842, we initially measured our operating lease liabilities using this methodology, while our accounting for finance leases remained unchanged. We use our incremental borrowing rate, adjusted for collateralization, because the discount rate implicit in our leases are generally not readily determinable. The table below presents our weighted average discount rate as of June 30, 2019: June 30, 2019 Operating leases 5.8 % Finance leases 8.5 % The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of June 30, 2019: Operating Leases Finance Leases Year ending December 31, 2019 (excluding the six months ended June 30, 2019) $ 7,932 $ 2,715 2020 13,030 4,541 2021 9,235 4,063 2022 7,266 3,713 2023 5,961 3,772 Thereafter 27,550 36,330 Total undiscounted cash flows related to lease liabilities 70,974 55,134 Less imputed interest (17,048 ) (23,039 ) Total lease liabilities $ 53,926 $ 32,095 |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 . All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. |
Reclassifications | Certain reclassifications have been made to prior periods to conform to current period presentation. |
New Accounting Standards | In February 2016 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) , which establishes new accounting and disclosure requirements for leases. FASB Accounting Standards Codification ("ASC") Topic 842, Leases , requires lessees to classify most leases as either finance or operating leases and to recognize a lease liability and right-of-use asset. For finance leases, the statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. We adopted the provisions of FASB ASU No. 2016-02 on January 1, 2019 using the modified retrospective transition method. Refer to Note 18, "Leases" for additional discussion of this adoption. |
Leases | As a result of this adoption, we classify most leases as either finance or operating leases and recognize a related lease liability and right-of-use asset on our consolidated balance sheets. Our accounting for finance leases remains unchanged after the adoption of FASB ASC Topic 842. We have elected to account for leases with a term of one year or less (short-term leases) using a method similar to the operating lease model under FASB ASC Topic 840, Leases |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Disaggregation of Revenue | The following tables present net revenue disaggregated by segment and end market for the three and six months ended June 30, 2019 and 2018: For the three months ended June 30, 2019 For the three months ended June 30, 2018 Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total Automotive $ 498,296 $ 10,672 $ 508,968 $ 532,586 $ 13,002 $ 545,588 HVOR (1) 146,220 — 146,220 143,631 — 143,631 Appliance and HVAC (2) — 55,832 55,832 — 56,610 56,610 Industrial — 95,818 95,818 — 86,847 86,847 Aerospace — 44,902 44,902 — 40,500 40,500 Other — 31,986 31,986 — 40,684 40,684 Total $ 644,516 $ 239,210 $ 883,726 $ 676,217 $ 237,643 $ 913,860 __________________________ (1) Heavy vehicle and off-road (2) Heating, ventilation and air conditioning For the six months ended June 30, 2019 For the six months ended June 30, 2018 Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total Automotive $ 990,311 $ 22,100 $ 1,012,411 $ 1,062,379 $ 26,858 $ 1,089,237 HVOR 294,233 — 294,233 276,667 — 276,667 Appliance and HVAC — 107,536 107,536 — 110,927 110,927 Industrial — 188,459 188,459 — 169,232 169,232 Aerospace — 87,881 87,881 — 82,206 82,206 Other — 63,705 63,705 — 71,884 71,884 Total $ 1,284,544 $ 469,681 $ 1,754,225 $ 1,339,046 $ 461,107 $ 1,800,153 |
Share-Based Payment Plans (Tabl
Share-Based Payment Plans (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of non-cash compensation expense related to equity awards | The table below presents non-cash compensation expense related to our equity awards, which is recognized within selling, general and administrative expense in the condensed consolidated statements of operations, during the identified periods: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Stock options $ 1,964 $ 1,789 $ 3,488 $ 3,078 Restricted securities 4,521 4,623 8,937 8,424 Share-based compensation expense $ 6,485 $ 6,412 $ 12,425 $ 11,502 |
Schedule of share-based compensation arrangement by share-based payment award, weighted average grant date fair value | We granted the following options under the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan") during the six months ended June 30, 2019 : Options Granted To: Number of Options Granted (in thousands) Weighted- Average Grant Date Fair Value Vesting Period Various executives and employees 378 $ 13.91 25% per year over four years We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2010 Equity Plan during the six months ended June 30, 2019 : Awards Granted To: Type of Award Number of Units Granted (in thousands) Percentage of PRSUs Awarded That May Vest Weighted- Average Grant Date Fair Value Various executives and employees RSU (1) 186 N/A $ 46.76 Directors RSU (1) 28 N/A $ 43.92 Various executives and employees PRSU (2) 137 0.0% - 172.5% $ 46.93 Various executives and employees PRSU (2) 75 0.0% - 150.0% $ 46.93 __________________________ (1) RSUs granted during the six months ended June 30, 2019 vest on various dates between March 2020 and June 2022. (2) PRSUs granted during the six months ended June 30, 2019 vest on April 1, 2022. The number of units that ultimately vest is dependent on the achievement of certain performance criteria. |
Restructuring and Other Charg_2
Restructuring and Other Charges, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and other charges, net | Restructuring and other charges, net for the three and six months ended June 30, 2019 and 2018 were as follows: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Severance costs, net $ 14,631 $ (284 ) $ 17,486 $ 3,320 Facility and other exit costs 37 528 37 690 Other 1,642 — 4,096 — Restructuring and other charges, net $ 16,310 $ 244 $ 21,619 $ 4,010 |
Changes to restructuring liability | Changes to the severance portion of our restructuring liability during the six months ended June 30, 2019 were as follows: Severance Balance at December 31, 2018 $ 6,591 Charges 17,486 Payments (6,004 ) Impact of changes in foreign currency exchange rates (80 ) Balance at June 30, 2019 $ 17,993 |
Other, Net (Tables)
Other, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of other, net | Other, net consisted of the following for the three and six months ended June 30, 2019 and 2018: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Currency remeasurement loss on net monetary assets $ (4,326 ) $ (15,677 ) $ (2,461 ) $ (8,929 ) Gain/(loss) on foreign currency forward contracts 1,039 5,776 1,517 (550 ) (Loss)/gain on commodity forward contracts (102 ) (1,426 ) 1,021 (4,621 ) Loss on debt financing — — — (2,350 ) Net periodic benefit cost, excluding service cost (287 ) (216 ) (574 ) (514 ) Other 122 490 132 1,278 Other, net $ (3,554 ) $ (11,053 ) $ (365 ) $ (15,686 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | We recorded provision for income taxes of the following in the periods presented: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Provision for income taxes $ 30,841 $ 23,398 $ 52,308 $ 37,524 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of weighted-average ordinary shares outstanding | For the three and six months ended June 30, 2019 and 2018 the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Basic weighted-average ordinary shares outstanding 161,618 171,439 162,433 171,422 Dilutive effect of stock options 568 883 601 905 Dilutive effect of unvested restricted securities 292 371 466 448 Diluted weighted-average ordinary shares outstanding 162,478 172,693 163,500 172,775 |
Schedule of antidilutive securities | These potential ordinary shares are as follows: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Anti-dilutive shares excluded 1,358 989 1,185 849 Contingently issuable shares excluded 794 808 635 798 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Components of inventories | The components of inventories as of June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Finished goods $ 179,254 $ 187,095 Work-in-process 104,793 104,405 Raw materials 206,076 200,819 Inventories $ 490,123 $ 492,319 |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of components of net periodic benefit cost | The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the three months ended June 30, 2019 and 2018 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total 2019 2018 2019 2018 2019 2018 2019 2018 Service cost $ — $ — $ 2 $ 19 $ 632 $ 804 $ 634 $ 823 Interest cost 399 364 53 70 338 332 790 766 Expected return on plan assets (451 ) (408 ) — — (176 ) (235 ) (627 ) (643 ) Amortization of net loss 245 300 11 — 192 110 448 410 Amortization of prior service (credit)/cost — — (327 ) (334 ) 3 2 (324 ) (332 ) Loss on settlement — 15 — — — — — 15 Net periodic benefit cost/(credit) $ 193 $ 271 $ (261 ) $ (245 ) $ 989 $ 1,013 $ 921 $ 1,039 The components of net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the six months ended June 30, 2019 and 2018 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total 2019 2018 2019 2018 2019 2018 2019 2018 Service cost $ — $ — $ 4 $ 38 $ 1,363 $ 1,635 $ 1,367 $ 1,673 Interest cost 798 691 106 140 676 674 1,580 1,505 Expected return on plan assets (902 ) (836 ) — — (351 ) (472 ) (1,253 ) (1,308 ) Amortization of net loss 490 600 22 — 383 135 895 735 Amortization of prior service (credit)/cost — — (654 ) (668 ) 6 1 (648 ) (667 ) Loss on settlement — 545 — — — — — 545 Gain on curtailment — — — — — (296 ) — (296 ) Net periodic benefit cost/(credit) $ 386 $ 1,000 $ (522 ) $ (490 ) $ 2,077 $ 1,677 $ 1,941 $ 2,187 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt and capital lease and other financing obligations | Our long-term debt and finance lease and other financing obligations as of June 30, 2019 and December 31, 2018 consisted of the following: Maturity Date June 30, 2019 December 31, 2018 Term Loan October 14, 2021 $ 913,040 $ 917,794 4.875% Senior Notes October 15, 2023 500,000 500,000 5.625% Senior Notes November 1, 2024 400,000 400,000 5.0% Senior Notes October 1, 2025 700,000 700,000 6.25% Senior Notes February 15, 2026 750,000 750,000 Less: discount (13,820 ) (15,169 ) Less: deferred financing costs (23,184 ) (23,159 ) Less: current portion (9,901 ) (9,704 ) Long-term debt, net $ 3,216,135 $ 3,219,762 Finance lease and other financing obligations $ 33,822 $ 35,475 Less: current portion (3,681 ) (4,857 ) Finance lease and other financing obligations, less current portion $ 30,141 $ 30,618 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Roll forward of components of Accumulated other comprehensive loss | The following is a roll forward of the components of accumulated other comprehensive loss for the six months ended June 30, 2019 : Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2018 $ 9,184 $ (35,362 ) $ (26,178 ) Other comprehensive income before reclassifications, net of tax 13,985 — 13,985 Reclassifications from accumulated other comprehensive loss, net of tax (8,571 ) 166 (8,405 ) Other comprehensive income 5,414 166 5,580 Balance as of June 30, 2019 $ 14,598 $ (35,196 ) $ (20,598 ) |
Summary of amounts reclassified from Accumulated other comprehensive loss | The details of the amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2019 and 2018 are as follows: (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss Affected Line in Condensed Consolidated Statements of Operations For the three months ended For the six months ended Component June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ (6,493 ) $ 8,064 $ (9,712 ) $ 18,948 Net revenue (1) Foreign currency forward contracts (941 ) (2,662 ) (1,069 ) (1,836 ) Cost of revenue (1) Foreign currency forward contracts — — — 1,376 Other, net (1) Total, before taxes (7,434 ) 5,402 (10,781 ) 18,488 Income before taxes Income tax effect 1,524 (1,350 ) 2,210 (4,622 ) Provision for income taxes Total, net of taxes $ (5,910 ) $ 4,052 $ (8,571 ) $ 13,866 Net income Defined benefit and retiree healthcare plans $ 124 $ 93 $ 247 $ 317 Other, net (2) Income tax effect (41 ) (32 ) (81 ) 143 Provision for income taxes Total, net of taxes $ 83 $ 61 $ 166 $ 460 Net income __________________________ (1) Refer to Note 15, "Derivative Instruments and Hedging Activities" for additional details on amounts to be reclassified from accumulated other comprehensive loss in future periods. (2) Refer to Note 10, "Pension and Other Post-Retirement Benefits" for additional details of net periodic benefit cost. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The fair values of our assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 are as shown in the below table. All fair value measures presented are categorized in Level 2 of the fair value hierarchy. June 30, 2019 December 31, 2018 Assets Foreign currency forward contracts $ 21,761 $ 17,871 Commodity forward contracts 1,397 831 Total $ 23,158 $ 18,702 Liabilities Foreign currency forward contracts $ 3,290 $ 5,165 Commodity forward contracts 1,913 4,137 Total $ 5,203 $ 9,302 |
Information about carrying values and fair values of financial instruments not recorded at fair value | The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 . All fair value measures presented are categorized in Level 2 of the fair value hierarchy. June 30, 2019 December 31, 2018 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Liabilities Term Loan $ 913,040 $ 915,324 $ 917,794 $ 904,027 4.875% Senior Notes $ 500,000 $ 522,500 $ 500,000 $ 491,875 5.625% Senior Notes $ 400,000 $ 433,000 $ 400,000 $ 400,500 5.0% Senior Notes $ 700,000 $ 731,500 $ 700,000 $ 660,625 6.25% Senior Notes $ 750,000 $ 798,750 $ 750,000 $ 751,875 ___________________________________ (1) Excluding any related debt discounts and deferred financing costs. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of outstanding derivative instruments | As of June 30, 2019 we had the following outstanding commodity forward contracts: Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit Silver 848,995 troy oz. July 2019-April 2021 $15.99 Gold 7,614 troy oz. July 2019-April 2021 $1,316.24 Nickel 227,693 pounds July 2019-April 2021 $5.83 Aluminum 3,926,212 pounds July 2019-April 2021 $0.92 Copper 2,271,886 pounds July 2019-April 2021 $3.04 Platinum 6,709 troy oz. July 2019-April 2021 $883.35 Palladium 643 troy oz. July 2019-April 2021 $1,108.43 As of June 30, 2019 we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted- Average Strike Rate Hedge Designation (1) 16.0 EUR June 26, 2019 July 31, 2019 Euro ("EUR") to USD 1.14 USD Not designated 339.7 EUR Various from July 2017 to June 2019 Various from July 2019 to May 2021 EUR to USD 1.20 USD Cash flow hedge 330.0 CNY June 25, 2019 July 31, 2019 USD to Chinese Renminbi ("CNY") 6.88 CNY Not designated 542.3 CNY January 10, 2019 Various from July to December 2019 USD to CNY 6.82 CNY Cash flow hedge 545.0 JPY June 26, 2019 July 31, 2019 USD to Japanese Yen ("JPY") 107.35 JPY Not designated 24,313.6 KRW Various from August 2017 to June 2019 Various from July 2019 to May 2021 USD to Korean Won ("KRW") 1,100.30 KRW Cash flow hedge 23.0 MYR June 25, 2019 July 31, 2019 USD to Malaysian Ringgit ("MYR") 4.12 MYR Not designated 74.0 MXN June 26, 2019 July 31, 2019 USD to Mexican Peso ("MXN") 19.29 MXN Not designated 2,654.2 MXN Various from August 2017 to June 2019 Various from July 2019 to May 2021 USD to MXN 20.87 MXN Cash flow hedge 43.6 GBP Various from August 2017 to June 2019 Various from July 2019 to May 2021 British Pound Sterling ("GBP") to USD 1.33 USD Cash flow hedge _________________________ (1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes. |
Schedule of fair values of derivative financial instruments and their classification in balance sheets | The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 : Asset Derivatives Liability Derivatives Balance Sheet Location June 30, 2019 December 31, 2018 Balance Sheet Location June 30, 2019 December 31, 2018 Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 19,684 $ 14,608 Accrued expenses and other current liabilities $ 2,228 $ 3,615 Foreign currency forward contracts Other assets 2,072 3,168 Other long-term liabilities 933 1,134 Total $ 21,756 $ 17,776 $ 3,161 $ 4,749 Derivatives not designated as hedging instruments Commodity forward contracts Prepaid expenses and other current assets $ 1,084 $ 524 Accrued expenses and other current liabilities $ 1,743 $ 3,679 Commodity forward contracts Other assets 313 307 Other long-term liabilities 170 458 Foreign currency forward contracts Prepaid expenses and other current assets 5 95 Accrued expenses and other current liabilities 129 416 Total $ 1,402 $ 926 $ 2,042 $ 4,553 |
Schedule of effect of derivative financial instruments on statements of operations | The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended June 30, 2019 and 2018: Derivatives designated as hedging instruments 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 2019 2018 2019 2018 Foreign currency forward contracts $ 1,209 $ 33,641 Net revenue $ 6,493 $ (8,064 ) Foreign currency forward contracts $ 382 $ (8,813 ) Cost of revenue $ 941 $ 2,662 Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income Location of (Loss)/Gain Recognized in Net Income 2019 2018 Commodity forward contracts $ (102 ) $ (1,426 ) Other, net Foreign currency forward contracts $ 1,039 $ 5,776 Other, net The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the six months ended June 30, 2019 and 2018: Derivatives designated as Amount of Deferred Gain Recognized in Other Comprehensive 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 2019 2018 2019 2018 Foreign currency forward contracts $ 10,327 $ 15,803 Net revenue $ 9,712 $ (18,948 ) Foreign currency forward contracts $ 6,460 $ 4,658 Cost of revenue $ 1,069 $ 1,836 Foreign currency forward contracts $ — $ — Other, net $ — $ (1,376 ) Derivatives not designated as Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income 2019 2018 Commodity forward contracts $ 1,021 $ (4,621 ) Other, net Foreign currency forward contracts $ 1,517 $ 826 Other, net |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Net working capital, excluding cash $ 16,980 Property, plant and equipment 4,384 Goodwill 113,731 Other intangible assets 122,742 Other assets 63 Deferred income tax liabilities (27,000 ) Other long-term liabilities (1,000 ) Fair value of net assets acquired, excluding cash and cash equivalents 229,900 Cash and cash equivalents 359 Fair value of net assets acquired $ 230,259 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the acquired intangible assets, their estimated fair values, and weighted average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets: Customer relationships $ 74,500 10 Completed technologies 31,040 13 Tradenames 15,400 15 Other 1,802 6 Total definite-lived intangible assets acquired $ 122,742 12 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information by segment | The following table presents net revenue and segment operating income for the reported segments and other operating results not allocated to the reported segments for the three and six months ended June 30, 2019 and 2018: For the three months ended For the six months ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Net revenue: Performance Sensing $ 644,516 $ 676,217 $ 1,284,544 $ 1,339,046 Sensing Solutions 239,210 237,643 469,681 461,107 Total net revenue $ 883,726 $ 913,860 $ 1,754,225 $ 1,800,153 Segment operating income (as defined above): Performance Sensing $ 168,072 $ 187,365 $ 318,581 $ 356,775 Sensing Solutions 77,115 79,070 152,084 150,954 Total segment operating income 245,187 266,435 470,665 507,729 Corporate and other (45,407 ) (53,537 ) (86,837 ) (108,318 ) Amortization of intangible assets (36,031 ) (34,594 ) (72,174 ) (69,663 ) Restructuring and other charges, net (16,310 ) (244 ) (21,619 ) (4,010 ) Operating income 147,439 178,060 290,035 325,738 Interest expense, net (39,608 ) (38,321 ) (78,861 ) (76,750 ) Other, net (3,554 ) (11,053 ) (365 ) (15,686 ) Income before taxes $ 104,277 $ 128,686 $ 210,809 $ 233,302 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Adjustments for New Lease Guidance | The below adjustments were made to our condensed consolidated balance sheet on January 1, 2019 to reflect the new guidance: December 31, 2018 Adjustment January 1, 2019 Prepaid expenses and other current assets $ 113,234 $ (253 ) $ 112,981 Other intangible assets, net $ 897,191 $ (1,510 ) $ 895,681 Other assets $ 86,890 $ 58,496 $ 145,386 Accrued expenses and other current liabilities $ 218,130 $ 12,119 $ 230,249 Other long-term liabilities $ 39,277 $ 44,614 $ 83,891 |
Schedule of Amounts Recognized in Consolidated Balance Sheet | The table below presents the amounts recognized and location of recognition in our condensed consolidated balance sheet as of June 30, 2019 related to our operating and finance leases: June 30, 2019 Operating lease right-of-use assets: Other assets $ 52,471 Total operating lease right-of-use assets $ 52,471 Operating lease liabilities: Accrued expenses and other current liabilities $ 11,864 Other long-term liabilities 42,062 Total operating lease liabilities $ 53,926 Finance lease right-of-use assets: Property, plant and equipment, at cost $ 49,714 Accumulated depreciation (23,412 ) Property, plant and equipment, net $ 26,302 Finance lease liabilities: Current portion of long-term debt, finance lease and other financing obligations $ 2,298 Finance lease and other financing obligations, less current portion 29,797 Total finance lease liabilities $ 32,095 |
Lease Cost | The table below presents our total lease cost for the three and six months ended June 30, 2019: For the three months ended For the six months ended June 30, 2019 June 30, 2019 Operating lease cost $ 4,244 $ 8,224 Finance lease cost: Amortization of right-of-use assets $ 452 $ 904 Interest on lease liabilities 671 1,360 Total finance lease cost $ 1,123 $ 2,264 The table below presents the lease liabilities arising from obtaining right-of-use assets in the six months ended June 30, 2019: Six months ended June 30, 2019 Operating leases $ 1,882 Finance leases $ — For the six months ended June 30, 2019 Operating cash flows from operating leases $ 8,090 Operating cash flows from finance leases $ 1,206 Financing cash flows from finance leases $ 753 June 30, 2019 Operating leases 8.2 Finance leases 12.8 June 30, 2019 Operating leases 5.8 % Finance leases 8.5 % |
Maturity of Obligations related to Operating Leases | The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of June 30, 2019: Operating Leases Finance Leases Year ending December 31, 2019 (excluding the six months ended June 30, 2019) $ 7,932 $ 2,715 2020 13,030 4,541 2021 9,235 4,063 2022 7,266 3,713 2023 5,961 3,772 Thereafter 27,550 36,330 Total undiscounted cash flows related to lease liabilities 70,974 55,134 Less imputed interest (17,048 ) (23,039 ) Total lease liabilities $ 53,926 $ 32,095 |
Maturity of Obligations related to Financing Leases | The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of June 30, 2019: Operating Leases Finance Leases Year ending December 31, 2019 (excluding the six months ended June 30, 2019) $ 7,932 $ 2,715 2020 13,030 4,541 2021 9,235 4,063 2022 7,266 3,713 2023 5,961 3,772 Thereafter 27,550 36,330 Total undiscounted cash flows related to lease liabilities 70,974 55,134 Less imputed interest (17,048 ) (23,039 ) Total lease liabilities $ 53,926 $ 32,095 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 883,726 | $ 913,860 | $ 1,754,225 | $ 1,800,153 |
Performance Sensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 644,516 | 676,217 | 1,284,544 | 1,339,046 |
Sensing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 239,210 | 237,643 | 469,681 | 461,107 |
Automotive | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 508,968 | 545,588 | 1,012,411 | 1,089,237 |
Automotive | Performance Sensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 498,296 | 532,586 | 990,311 | 1,062,379 |
Automotive | Sensing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 10,672 | 13,002 | 22,100 | 26,858 |
HVOR | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 146,220 | 143,631 | 294,233 | 276,667 |
HVOR | Performance Sensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 146,220 | 143,631 | 294,233 | 276,667 |
HVOR | Sensing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Appliance and HVAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 55,832 | 56,610 | 107,536 | 110,927 |
Appliance and HVAC | Performance Sensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Appliance and HVAC | Sensing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 55,832 | 56,610 | 107,536 | 110,927 |
Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 95,818 | 86,847 | 188,459 | 169,232 |
Industrial | Performance Sensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Industrial | Sensing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 95,818 | 86,847 | 188,459 | 169,232 |
Aerospace | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 44,902 | 40,500 | 87,881 | 82,206 |
Aerospace | Performance Sensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Aerospace | Sensing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 44,902 | 40,500 | 87,881 | 82,206 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 31,986 | 40,684 | 63,705 | 71,884 |
Other | Performance Sensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Other | Sensing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 31,986 | $ 40,684 | $ 63,705 | $ 71,884 |
Share-Based Payment Plans - Sha
Share-Based Payment Plans - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 6,485 | $ 6,412 | $ 12,425 | $ 11,502 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,964 | 1,789 | 3,488 | 3,078 |
Restricted securities | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4,521 | $ 4,623 | $ 8,937 | $ 8,424 |
Share-Based Payment Plans - Equ
Share-Based Payment Plans - Equity Awards (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units granted (in shares) | shares | 378 |
Weighted average grant date fair value of units (in dollars per share) | $ / shares | $ 13.91 |
Share-based Payment Arrangement | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award Annual Vesting Percentage | 25.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Various executives and employees | Restricted Stock Without Performance Criteria | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 186 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 46.76 |
Various executives and employees | Awards That May Vest, Percentage 0.0% to 150.0% | Restricted Securities With Performance Criteria | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 75 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Threshold Range, Lower Range Limit | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Threshold Range, Upper Range Limit | 150.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 46.93 |
Various executives and employees | Awards that May Vest, Percentage 0.0% to 172.5% | Restricted Securities With Performance Criteria | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 137 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Threshold Range, Lower Range Limit | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Threshold Range, Upper Range Limit | 172.50% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 46.93 |
Directors | Restricted Stock Without Performance Criteria | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 28 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 43.92 |
Restructuring and Other Charg_3
Restructuring and Other Charges, Net - Schedule of Restructuring and Other Charges, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | ||||
Severance costs, net | $ 14,631 | $ (284) | $ 17,486 | $ 3,320 |
Facility and other exit costs | 37 | 528 | 37 | 690 |
Other | 1,642 | 0 | 4,096 | 0 |
Restructuring and other charges, net | $ 16,310 | $ 244 | $ 21,619 | $ 4,010 |
Restructuring and Other Charg_4
Restructuring and Other Charges, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | ||
Severance costs, net | $ 13.7 | $ 13.7 |
Restructuring and Other Charg_5
Restructuring and Other Charges, Net - Schedule of Changes to Restructuring Liability (Details) - Severance $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2018 | $ 6,591 |
Charges | 17,486 |
Payments | (6,004) |
Impact of changes in foreign currency exchange rates | (80) |
Balance at June 30, 2019 | $ 17,993 |
Other, Net (Details)
Other, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | ||||
Currency remeasurement loss on net monetary assets | $ (4,326) | $ (15,677) | $ (2,461) | $ (8,929) |
Gain/(loss) on foreign currency forward contracts | 1,039 | 5,776 | 1,517 | (550) |
(Loss)/gain on commodity forward contracts | (102) | (1,426) | 1,021 | (4,621) |
Loss on debt financing | 0 | 0 | 0 | (2,350) |
Net periodic benefit cost, excluding service cost | (287) | (216) | (574) | (514) |
Other | 122 | 490 | 132 | 1,278 |
Other, net | $ (3,554) | $ (11,053) | $ (365) | $ (15,686) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 30,841 | $ 23,398 | $ 52,308 | $ 37,524 |
Net Income per Share - Schedule
Net Income per Share - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Basic weighted-average ordinary shares outstanding (in shares) | 161,618 | 171,439 | 162,433 | 171,422 |
Dilutive effect of stock options (in shares) | 568 | 883 | 601 | 905 |
Dilutive effect of unvested restricted securities (in shares) | 292 | 371 | 466 | 448 |
Diluted weighted-average ordinary shares outstanding (in shares) | 162,478 | 172,693 | 163,500 | 172,775 |
Net Income per Share - Schedu_2
Net Income per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Anti-dilutive shares excluded | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,358 | 989 | 1,185 | 849 |
Contingently issuable shares excluded | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 794 | 808 | 635 | 798 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory, Net [Abstract] | ||
Finished goods | $ 179,254 | $ 187,095 |
Work-in-process | 104,793 | 104,405 |
Raw materials | 206,076 | 200,819 |
Inventories | $ 490,123 | $ 492,319 |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Schedule of components of net periodic benefit cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 634 | $ 823 | $ 1,367 | $ 1,673 |
Interest cost | 790 | 766 | 1,580 | 1,505 |
Expected return on plan assets | (627) | (643) | (1,253) | (1,308) |
Amortization of net loss | 448 | 410 | 895 | 735 |
Amortization of prior service (credit)/cost | (324) | (332) | (648) | (667) |
Loss on settlement | 0 | 15 | 0 | 545 |
Gain on curtailment | 0 | (296) | ||
Net periodic benefit cost/(credit) | 921 | 1,039 | 1,941 | 2,187 |
U.S. Plans | Defined Benefit | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 399 | 364 | 798 | 691 |
Expected return on plan assets | (451) | (408) | (902) | (836) |
Amortization of net loss | 245 | 300 | 490 | 600 |
Amortization of prior service (credit)/cost | 0 | 0 | 0 | 0 |
Loss on settlement | 0 | 15 | 0 | 545 |
Gain on curtailment | 0 | 0 | ||
Net periodic benefit cost/(credit) | 193 | 271 | 386 | 1,000 |
U.S. Plans | Retiree Healthcare | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | 2 | 19 | 4 | 38 |
Interest cost | 53 | 70 | 106 | 140 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of net loss | 11 | 0 | 22 | 0 |
Amortization of prior service (credit)/cost | (327) | (334) | (654) | (668) |
Loss on settlement | 0 | 0 | 0 | 0 |
Gain on curtailment | 0 | 0 | ||
Net periodic benefit cost/(credit) | (261) | (245) | (522) | (490) |
Non-U.S. Plans | Defined Benefit | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | 632 | 804 | 1,363 | 1,635 |
Interest cost | 338 | 332 | 676 | 674 |
Expected return on plan assets | (176) | (235) | (351) | (472) |
Amortization of net loss | 192 | 110 | 383 | 135 |
Amortization of prior service (credit)/cost | 3 | 2 | 6 | 1 |
Loss on settlement | 0 | 0 | 0 | 0 |
Gain on curtailment | 0 | (296) | ||
Net periodic benefit cost/(credit) | $ 989 | $ 1,013 | $ 2,077 | $ 1,677 |
Debt - Debt Schedule (Details)
Debt - Debt Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less: discount | $ (13,820) | $ (15,169) |
Less: deferred financing costs | (23,184) | (23,159) |
Less: current portion | (9,901) | (9,704) |
Long-term debt, net | 3,216,135 | 3,219,762 |
Finance lease and other financing obligations | 33,822 | 35,475 |
Less: current portion | (3,681) | (4,857) |
Finance lease and other financing obligations, less current portion | $ 30,141 | 30,618 |
4.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.875% | |
5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.625% | |
5.0% Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.00% | |
6.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.25% | |
Secured Debt | Term Loan | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 913,040 | 917,794 |
Senior Notes | 4.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 500,000 | 500,000 |
Senior Notes | 5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 400,000 | 400,000 |
Senior Notes | 5.0% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 700,000 | 700,000 |
Senior Notes | 6.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 750,000 | $ 750,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jun. 30, 2019USD ($) | Mar. 27, 2019USD ($) | Mar. 26, 2019 | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Accrued interest | $ 40,500,000 | $ 40,600,000 | ||
Line of Credit | Amendment To Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 420,000,000 | |||
Leverage ratio | 0.20 | 0.10 | ||
Creditor fees and related third party costs | $ 2,400,000 | |||
Adjustment to carrying amount of debt | $ 2,400,000 | |||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Amount available under revolving credit facility | 416,100,000 | |||
Letters of credit outstanding, amount | 3,900,000 | |||
Line of Credit | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 0 |
Commitments and Contingencies
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2019USD ($) |
Metal Seal Precision, LTD v. Sensata Technologies Inc. | Maximum | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | $ 51 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) | Jul. 30, 2019 | Jun. 30, 2019 |
Subsequent Event [Line Items] | ||
Share repurchase program, authorized amount | $ 250,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share repurchase program, authorized amount | $ 500,000,000 |
Shareholders' Equity - AOCI Rol
Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 2,564,371 | $ 2,450,941 | $ 2,608,434 | $ 2,345,626 |
Other comprehensive (loss)/income | (4,563) | 22,734 | 5,580 | 30,250 |
Ending Balance | 2,617,063 | 2,522,807 | 2,617,063 | 2,522,807 |
Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | 9,184 | |||
Other comprehensive income before reclassifications, net of tax | 13,985 | |||
Reclassifications from accumulated other comprehensive loss, net of tax | (8,571) | |||
Other comprehensive (loss)/income | 5,414 | |||
Ending Balance | 14,598 | 14,598 | ||
Defined Benefit and Retiree Healthcare Plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (35,362) | |||
Other comprehensive income before reclassifications, net of tax | 0 | |||
Reclassifications from accumulated other comprehensive loss, net of tax | 166 | |||
Other comprehensive (loss)/income | 166 | |||
Ending Balance | (35,196) | (35,196) | ||
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (16,035) | (55,648) | (26,178) | (63,164) |
Other comprehensive income before reclassifications, net of tax | 13,985 | |||
Reclassifications from accumulated other comprehensive loss, net of tax | (8,405) | |||
Other comprehensive (loss)/income | 5,580 | |||
Ending Balance | $ (20,598) | $ (32,914) | $ (20,598) | $ (32,914) |
Shareholders' Equity - AOCI Rec
Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Net revenue | $ 883,726 | $ 913,860 | $ 1,754,225 | $ 1,800,153 | ||
Cost of revenue | 575,235 | 582,509 | 1,156,041 | 1,164,966 | ||
Other, net | (3,554) | (11,053) | (365) | (15,686) | ||
Income before taxes | 104,277 | 128,686 | 210,809 | 233,302 | ||
Provision for income taxes | (30,841) | (23,398) | (52,308) | (37,524) | ||
Net income | 73,436 | $ 85,065 | 105,288 | $ 90,490 | 158,501 | 195,778 |
(Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges: | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Income before taxes | (7,434) | 5,402 | (10,781) | 18,488 | ||
Provision for income taxes | 1,524 | (1,350) | 2,210 | (4,622) | ||
Net income | (5,910) | 4,052 | (8,571) | 13,866 | ||
(Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges: | Foreign currency forward contracts | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Net revenue | (6,493) | 8,064 | (9,712) | 18,948 | ||
Cost of revenue | (941) | (2,662) | (1,069) | (1,836) | ||
Other, net | 0 | 0 | 0 | 1,376 | ||
(Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss | Defined benefit and retiree healthcare plans | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Other, net | 124 | 93 | 247 | 317 | ||
Provision for income taxes | (41) | (32) | (81) | 143 | ||
Net income | $ 83 | $ 61 | $ 166 | $ 460 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Level 2 - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Foreign currency forward contracts | $ 21,761 | $ 17,871 |
Commodity forward contracts | 1,397 | 831 |
Total | 23,158 | 18,702 |
Liabilities | ||
Foreign currency forward contracts | 3,290 | 5,165 |
Commodity forward contracts | 1,913 | 4,137 |
Total | $ 5,203 | $ 9,302 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) - USD ($) $ in Millions | Jul. 12, 2019 | Jun. 30, 2019 |
Quanergy | Series B Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity investment | $ 50 | |
Lithium Balance A/S | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in Lithium Balance A/S | $ 3.7 |
Fair Value Measures - Financial
Fair Value Measures - Financial Instruments Not Recorded at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
4.875% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 4.875% | |
5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.625% | |
5.0% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.00% | |
6.25% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 6.25% | |
Carrying Value | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 913,040 | $ 917,794 |
Carrying Value | 4.875% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 500,000 | 500,000 |
Carrying Value | 5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 400,000 | 400,000 |
Carrying Value | 5.0% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 700,000 | 700,000 |
Carrying Value | 6.25% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 750,000 | 750,000 |
Level 2 | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 915,324 | 904,027 |
Level 2 | 4.875% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 522,500 | 491,875 |
Level 2 | 5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 433,000 | 400,500 |
Level 2 | 5.0% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 731,500 | 660,625 |
Level 2 | 6.25% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 798,750 | $ 751,875 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) | Jun. 30, 2019USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign currency cash flow gain to be reclassified during next 12 months | $ 17,900,000 |
Termination value of outstanding derivatives in a liability position | 5,200,000 |
Collateral already posted, aggregate fair value | $ 0 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - Jun. 30, 2019 € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, RM in Millions, $ in Millions | KRW (₩)oztlb$ / ¥$ / RM$ / $£ / $$ / ₩$ / ¥€ / $ | EUR (€)oztlb$ / ¥$ / RM$ / $£ / $$ / ₩$ / ¥€ / $ | CNY (¥)oztlb$ / ¥$ / RM$ / $£ / $$ / ₩$ / ¥€ / $ | MYR (RM)oztlb$ / ¥$ / RM$ / $£ / $$ / ₩$ / ¥€ / $ | MXN ($)oztlb$ / ¥$ / RM$ / $£ / $$ / ₩$ / ¥€ / $ | GBP (£)oztlb$ / ¥$ / RM$ / $£ / $$ / ₩$ / ¥€ / $ | JPY (¥)oztlb$ / ¥$ / RM$ / $£ / $$ / ₩$ / ¥€ / $ |
Foreign currency forward contracts | Not designated | Euro (EUR) to USD | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | € | € 16 | ||||||
Weighted- Average Strike Rate | € / $ | 1.14 | 1.14 | 1.14 | 1.14 | 1.14 | 1.14 | 1.14 |
Foreign currency forward contracts | Not designated | USD to Chinese Renminbi (CNY) | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | ¥ | ¥ 330 | ||||||
Weighted- Average Strike Rate | $ / ¥ | 6.88 | 6.88 | 6.88 | 6.88 | 6.88 | 6.88 | 6.88 |
Foreign currency forward contracts | Not designated | USD to Japanese Yen (JPY) | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | ¥ | ¥ 545 | ||||||
Weighted- Average Strike Rate | $ / ¥ | 107.35 | 107.35 | 107.35 | 107.35 | 107.35 | 107.35 | 107.35 |
Foreign currency forward contracts | Not designated | USD to Malaysian Ringgit (MYR) | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | RM | RM 23 | ||||||
Weighted- Average Strike Rate | $ / RM | 4.12 | 4.12 | 4.12 | 4.12 | 4.12 | 4.12 | 4.12 |
Foreign currency forward contracts | Not designated | USD to Mexican Peso (MXN) | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | $ | $ 74 | ||||||
Weighted- Average Strike Rate | $ / $ | 19.29 | 19.29 | 19.29 | 19.29 | 19.29 | 19.29 | 19.29 |
Foreign currency forward contracts | Cash flow hedge | Euro (EUR) to USD | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | € | € 339.7 | ||||||
Weighted- Average Strike Rate | € / $ | 1.20 | 1.20 | 1.20 | 1.20 | 1.20 | 1.20 | 1.20 |
Foreign currency forward contracts | Cash flow hedge | USD to Chinese Renminbi (CNY) | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | ¥ | ¥ 542.3 | ||||||
Weighted- Average Strike Rate | $ / ¥ | 6.82 | 6.82 | 6.82 | 6.82 | 6.82 | 6.82 | 6.82 |
Foreign currency forward contracts | Cash flow hedge | USD to Korean Won (KRW) | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | ₩ | ₩ 24,313.6 | ||||||
Weighted- Average Strike Rate | $ / ₩ | 1,100.30 | 1,100.30 | 1,100.30 | 1,100.30 | 1,100.30 | 1,100.30 | 1,100.30 |
Foreign currency forward contracts | Cash flow hedge | USD to Mexican Peso (MXN) | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | $ | $ 2,654.2 | ||||||
Weighted- Average Strike Rate | $ / $ | 20.87 | 20.87 | 20.87 | 20.87 | 20.87 | 20.87 | 20.87 |
Foreign currency forward contracts | Cash flow hedge | British Pound Sterling to USD | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional | £ | £ 43.6 | ||||||
Weighted- Average Strike Rate | £ / $ | 1.33 | 1.33 | 1.33 | 1.33 | 1.33 | 1.33 | 1.33 |
Silver | Not designated | |||||||
Hedges of Foreign Currency Risk | |||||||
Weighted- Average Strike Rate | 15.99 | 15.99 | 15.99 | 15.99 | 15.99 | 15.99 | 15.99 |
Hedges of Commodity Risk | |||||||
Notional | 848,995 | 848,995 | 848,995 | 848,995 | 848,995 | 848,995 | 848,995 |
Gold | Not designated | |||||||
Hedges of Foreign Currency Risk | |||||||
Weighted- Average Strike Rate | 1,316.24 | 1,316.24 | 1,316.24 | 1,316.24 | 1,316.24 | 1,316.24 | 1,316.24 |
Hedges of Commodity Risk | |||||||
Notional | 7,614 | 7,614 | 7,614 | 7,614 | 7,614 | 7,614 | 7,614 |
Nickel | Not designated | |||||||
Hedges of Foreign Currency Risk | |||||||
Weighted- Average Strike Rate | 5.83 | 5.83 | 5.83 | 5.83 | 5.83 | 5.83 | 5.83 |
Hedges of Commodity Risk | |||||||
Notional | lb | 227,693 | 227,693 | 227,693 | 227,693 | 227,693 | 227,693 | 227,693 |
Aluminum | Not designated | |||||||
Hedges of Foreign Currency Risk | |||||||
Weighted- Average Strike Rate | 0.92 | 0.92 | 0.92 | 0.92 | 0.92 | 0.92 | 0.92 |
Hedges of Commodity Risk | |||||||
Notional | lb | 3,926,212 | 3,926,212 | 3,926,212 | 3,926,212 | 3,926,212 | 3,926,212 | 3,926,212 |
Copper | Not designated | |||||||
Hedges of Foreign Currency Risk | |||||||
Weighted- Average Strike Rate | 3.04 | 3.04 | 3.04 | 3.04 | 3.04 | 3.04 | 3.04 |
Hedges of Commodity Risk | |||||||
Notional | lb | 2,271,886 | 2,271,886 | 2,271,886 | 2,271,886 | 2,271,886 | 2,271,886 | 2,271,886 |
Platinum | Not designated | |||||||
Hedges of Foreign Currency Risk | |||||||
Weighted- Average Strike Rate | 883.35 | 883.35 | 883.35 | 883.35 | 883.35 | 883.35 | 883.35 |
Hedges of Commodity Risk | |||||||
Notional | 6,709 | 6,709 | 6,709 | 6,709 | 6,709 | 6,709 | 6,709 |
Palladium | Not designated | |||||||
Hedges of Foreign Currency Risk | |||||||
Weighted- Average Strike Rate | 1,108.43 | 1,108.43 | 1,108.43 | 1,108.43 | 1,108.43 | 1,108.43 | 1,108.43 |
Hedges of Commodity Risk | |||||||
Notional | 643 | 643 | 643 | 643 | 643 | 643 | 643 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 21,756 | $ 17,776 |
Liability Derivatives | 3,161 | 4,749 |
Not designated | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1,402 | 926 |
Liability Derivatives | 2,042 | 4,553 |
Foreign currency forward contracts | Cash flow hedge | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 19,684 | 14,608 |
Foreign currency forward contracts | Cash flow hedge | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2,072 | 3,168 |
Foreign currency forward contracts | Cash flow hedge | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2,228 | 3,615 |
Foreign currency forward contracts | Cash flow hedge | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 933 | 1,134 |
Foreign currency forward contracts | Not designated | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 5 | 95 |
Foreign currency forward contracts | Not designated | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 129 | 416 |
Commodity forward contracts | Not designated | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1,084 | 524 |
Commodity forward contracts | Not designated | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 313 | 307 |
Commodity forward contracts | Not designated | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 1,743 | 3,679 |
Commodity forward contracts | Not designated | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 170 | $ 458 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Foreign currency forward contracts | Net revenue | Cash flow hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive (Loss)/Income | $ 1,209 | $ 33,641 | $ 10,327 | $ 15,803 |
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | 6,493 | (8,064) | 9,712 | (18,948) |
Foreign currency forward contracts | Cost of revenue | Cash flow hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive (Loss)/Income | 382 | (8,813) | 6,460 | 4,658 |
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | 941 | 2,662 | 1,069 | 1,836 |
Foreign currency forward contracts | Other, net | Cash flow hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive (Loss)/Income | 0 | 0 | ||
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | 0 | (1,376) | ||
Foreign currency forward contracts | Other, net | Not designated | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Loss)/Gain Recognized in Net Income | 1,039 | 5,776 | 1,517 | 826 |
Commodity forward contracts | Other, net | Not designated | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Loss)/Gain Recognized in Net Income | $ (102) | $ (1,426) | $ 1,021 | $ (4,621) |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) $ in Thousands | Oct. 31, 2018USD ($) | Aug. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 30, 2018employee |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Goodwill | $ 3,080,395 | $ 3,081,302 | |||
Valves Business | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Period of continuing involvement after disposal | 5 years | ||||
Disposal group, consideration | $ 165,500 | ||||
Disposal group, cash and cash equivalents | 11,800 | ||||
Disposal group, liabilities | $ 16,400 | ||||
GIGAVAC | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of employees (more than) | employee | 270 | ||||
Merger With GIGAVAC, LLC | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price | $ 233,000 | ||||
Consideration related to certain compensation arrangements | 12,000 | ||||
Goodwill | $ 113,731 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 3,080,395 | $ 3,081,302 | |
Merger With GIGAVAC, LLC | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Net working capital, excluding cash | $ 16,980 | ||
Property, plant and equipment | 4,384 | ||
Goodwill | 113,731 | ||
Other intangible assets | 122,742 | ||
Other assets | 63 | ||
Deferred income tax liabilities | (27,000) | ||
Other long-term liabilities | (1,000) | ||
Fair value of net assets acquired, excluding cash and cash equivalents | 229,900 | ||
Cash and cash equivalents | 359 | ||
Fair value of net assets acquired | $ 230,259 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Acquired Intangible Assets and Weighted Average Useful Lives (Details) - Merger With GIGAVAC, LLC $ in Thousands | Oct. 31, 2018USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 122,742 |
Weighted-Average Lives (years) | 12 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 74,500 |
Weighted-Average Lives (years) | 10 years |
Completed technologies | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 31,040 |
Weighted-Average Lives (years) | 13 years |
Tradenames | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 15,400 |
Weighted-Average Lives (years) | 15 years |
Other | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 1,802 |
Weighted-Average Lives (years) | 6 years |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reporting segments | segment | 2 | |||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Net revenue | $ 883,726 | $ 913,860 | $ 1,754,225 | $ 1,800,153 |
Operating income | 147,439 | 178,060 | 290,035 | 325,738 |
Amortization of intangible assets | (36,031) | (34,594) | (72,174) | (69,663) |
Interest expense, net | (39,608) | (38,321) | (78,861) | (76,750) |
Other, net | (3,554) | (11,053) | (365) | (15,686) |
Income before taxes | 104,277 | 128,686 | 210,809 | 233,302 |
Performance Sensing | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Net revenue | 644,516 | 676,217 | 1,284,544 | 1,339,046 |
Sensing Solutions | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Net revenue | 239,210 | 237,643 | 469,681 | 461,107 |
Operating segments | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Net revenue | 883,726 | 913,860 | 1,754,225 | 1,800,153 |
Operating income | 245,187 | 266,435 | 470,665 | 507,729 |
Operating segments | Performance Sensing | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Net revenue | 644,516 | 676,217 | 1,284,544 | 1,339,046 |
Operating income | 168,072 | 187,365 | 318,581 | 356,775 |
Operating segments | Sensing Solutions | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Net revenue | 239,210 | 237,643 | 469,681 | 461,107 |
Operating income | 77,115 | 79,070 | 152,084 | 150,954 |
Corporate and other | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Operating income | (45,407) | (53,537) | (86,837) | (108,318) |
Segment reconciling items | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Amortization of intangible assets | (36,031) | (34,594) | (72,174) | (69,663) |
Restructuring and other charges, net | $ (16,310) | $ (244) | $ (21,619) | $ (4,010) |
Leases - Schedule of Adjustment
Leases - Schedule of Adjustments for New Lease Guidance (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets | $ 122,839 | $ 112,981 | $ 113,234 |
Other intangible assets, net | 826,144 | 895,681 | 897,191 |
Other assets | 139,524 | 145,386 | 86,890 |
Accrued expenses and other current liabilities | 211,870 | 230,249 | 218,130 |
Other long-term liabilities | $ 86,990 | 83,891 | $ 39,277 |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets | (253) | ||
Other intangible assets, net | (1,510) | ||
Other assets | 58,496 | ||
Accrued expenses and other current liabilities | 12,119 | ||
Other long-term liabilities | $ 44,614 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Total operating lease right-of-use assets | $ 52,471 |
Accrued expenses and other current liabilities | 11,864 |
Other long-term liabilities | 42,062 |
Total operating lease liabilities | 53,926 |
Property, plant and equipment, at cost | 49,714 |
Accumulated depreciation | (23,412) |
Property, plant and equipment, net | 26,302 |
Current portion of long-term debt, finance lease and other financing obligations | 2,298 |
Finance lease and other financing obligations, less current portion | 29,797 |
Total finance lease liabilities | $ 32,095 |
Leases - Lease Liabilities (Det
Leases - Lease Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating leases | $ 1,882 |
Finance leases | $ 0 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 4,244 | $ 8,224 |
Amortization of right-of-use assets | 452 | 904 |
Interest on lease liabilities | 671 | 1,360 |
Total finance lease cost | $ 1,123 | $ 2,264 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Short-term lease, cost | $ 0 | $ 0 |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Leased facilities, initial term | 20 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 8,090 |
Operating cash flows from finance leases | 1,206 |
Financing cash flows from finance leases | $ 753 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term - operating leases | 8 years 2 months 12 days |
Weighted average remaining lease term - finance leases | 12 years 9 months 18 days |
Weighted average discount rate - operating lease | 5.80% |
Weighted average discount rate - finance lease | 8.50% |
Leases - Maturity of Obligation
Leases - Maturity of Obligations related to Operating and Finance Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
2019 (excluding the six months ended June 30, 2019) | $ 7,932 |
2020 | 13,030 |
2021 | 9,235 |
2022 | 7,266 |
2023 | 5,961 |
Thereafter | 27,550 |
Total undiscounted cash flows related to lease liabilities | 70,974 |
Less imputed interest | (17,048) |
Total lease liabilities | 53,926 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2019 (excluding the six months ended June 30, 2019) | 2,715 |
2020 | 4,541 |
2021 | 4,063 |
2022 | 3,713 |
2023 | 3,772 |
Thereafter | 36,330 |
Total undiscounted cash flows related to lease liabilities | 55,134 |
Less imputed interest | (23,039) |
Total lease liabilities | $ 32,095 |