Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 13, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Sensata Technologies Holding plc | |
Entity Central Index Key | 1,477,294 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 171,572,465 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 828,266 | $ 753,089 |
Accounts receivable, net of allowances of $13,446 and $12,947 as of March 31, 2018 and December 31, 2017, respectively | 627,749 | 556,541 |
Inventories | 459,699 | 446,129 |
Prepaid expenses and other current assets | 102,868 | 92,532 |
Total current assets | 2,018,582 | 1,848,291 |
Property, plant and equipment, net | 753,965 | 750,049 |
Goodwill | 3,005,464 | 3,005,464 |
Other intangible assets, net of accumulated amortization of $1,802,070 and $1,767,001 as of March 31, 2018 and December 31, 2017, respectively | 885,569 | 920,124 |
Deferred income tax assets | 33,615 | 33,003 |
Other assets | 85,681 | 84,594 |
Total assets | 6,782,876 | 6,641,525 |
Current liabilities: | ||
Current portion of long-term debt, capital lease and other financing obligations | 8,178 | 15,720 |
Accounts payable | 350,999 | 322,671 |
Income taxes payable | 22,313 | 31,544 |
Accrued expenses and other current liabilities | 284,419 | 259,560 |
Total current liabilities | 665,909 | 629,495 |
Deferred income tax liabilities | 341,550 | 338,228 |
Pension and other post-retirement benefit obligations | 40,007 | 40,055 |
Capital lease and other financing obligations, less current portion | 27,735 | 28,739 |
Long-term debt, net | 3,221,676 | 3,225,810 |
Other long-term liabilities | 35,058 | 33,572 |
Total liabilities | 4,331,935 | 4,295,899 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Ordinary shares, €0.01 nominal value per share, 177,069 and 400,000 shares authorized, and 171,419 and 178,437 shares issued, as of March 31, 2018 and December 31, 2017, respectively | 2,199 | 2,289 |
Treasury shares, at cost, 7,076 shares as of December 31, 2017 | 0 | (288,478) |
Additional paid-in capital | 1,668,583 | 1,663,367 |
Retained earnings | 835,807 | 1,031,612 |
Accumulated other comprehensive loss | (55,648) | (63,164) |
Total shareholders’ equity | 2,450,941 | 2,345,626 |
Total liabilities and shareholders’ equity | $ 6,782,876 | $ 6,641,525 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Mar. 31, 2018€ / shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017€ / shares | Dec. 31, 2017USD ($)shares |
Current assets: | ||||
Accounts receivable, allowances | $ | $ 13,446 | $ 12,947 | ||
Accumulated amortization | $ | $ 1,802,070 | $ 1,767,001 | ||
Shareholders’ equity: | ||||
Ordinary shares, nominal value per share (in euros per share) | € / shares | € 0.01 | € 0.01 | ||
Ordinary shares, shares authorized | 177,069,000 | 400,000,000 | ||
Ordinary shares, shares issued | 171,419,000 | 178,437,000 | ||
Treasury stock, shares | 0 | 7,076,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net revenue | $ 886,293 | $ 807,271 |
Operating costs and expenses: | ||
Cost of revenue | 582,457 | 532,419 |
Research and development | 36,001 | 31,804 |
Selling, general and administrative | 81,322 | 70,114 |
Amortization of intangible assets | 35,069 | 40,258 |
Restructuring and other charges, net | 3,766 | 11,050 |
Total operating costs and expenses | 738,615 | 685,645 |
Profit from operations | 147,678 | 121,626 |
Interest expense, net | (38,429) | (40,277) |
Other, net | (4,633) | 4,719 |
Income before taxes | 104,616 | 86,068 |
Provision for income taxes | 14,126 | 14,332 |
Net income | $ 90,490 | $ 71,736 |
Basic net income per share (in dollars per share) | $ 0.53 | $ 0.42 |
Diluted net income per share (in dollars per share) | $ 0.52 | $ 0.42 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Net income | $ 90,490 | $ 71,736 |
Other comprehensive income, net of tax: | ||
Cash flow hedges | 6,539 | 132 |
Defined benefit and retiree healthcare plans | 977 | 480 |
Other comprehensive income | 7,516 | 612 |
Comprehensive income | $ 98,006 | $ 72,348 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 90,490 | $ 71,736 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 27,855 | 28,795 |
Amortization of debt issuance costs | 1,805 | 1,857 |
Share-based compensation | 5,090 | 3,952 |
Loss on debt financing | 2,350 | 0 |
Amortization of intangible assets | 35,069 | 40,258 |
Deferred income taxes | 636 | 3,400 |
Unrealized loss on hedges and other | 8,819 | 2,120 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (71,208) | (32,915) |
Inventories | (13,570) | (17,354) |
Prepaid expenses and other current assets | (2,147) | (9,643) |
Accounts payable and accrued expenses | 47,780 | 26,704 |
Income taxes payable | (9,231) | 3,099 |
Other | (483) | (2,308) |
Net cash provided by operating activities | 123,255 | 119,701 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment and capitalized software | (30,938) | (33,059) |
Proceeds from the sale of assets | 0 | 2,937 |
Net cash used in investing activities | (30,938) | (30,122) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and issuance of ordinary shares | 2,219 | 2,450 |
Payments on debt | (11,325) | (11,122) |
Payments to repurchase ordinary shares | 0 | (498) |
Payments of debt issuance costs | (5,813) | (137) |
Other | (2,221) | 0 |
Net cash used in financing activities | (17,140) | (9,307) |
Net change in cash and cash equivalents | 75,177 | 80,272 |
Cash and cash equivalents, beginning of period | 753,089 | 351,428 |
Cash and cash equivalents, end of period | $ 828,266 | $ 431,700 |
Business Description and Basis
Business Description and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation Description of Business The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, and cash flows of Sensata Technologies Holding plc ("Sensata plc"), the successor issuer to Sensata Technologies Holding N.V. ("Sensata N.V."), and its wholly-owned subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us." On September 28, 2017, the board of directors of Sensata N.V. unanimously approved a plan to change our location of incorporation from the Netherlands to the United Kingdom (the "U.K."). To effect this change, on February 16, 2018, the shareholders of Sensata N.V. approved a cross-border merger between Sensata N.V. and Sensata plc, a newly formed, public limited company incorporated under the laws of England and Wales, with Sensata plc being the surviving entity (the "Merger"). We received approval of the transaction by the U.K. High Court of Justice, and the Merger was completed on March 28, 2018, on which date Sensata plc became the publicly-traded parent of the subsidiary companies that were previously controlled by Sensata N.V., with no changes made to the business being conducted by us prior to the Merger. Due to the fact that the Merger was a business combination between entities under common control in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations , the assets and liabilities exchanged were accounted for at their carrying values. Sensata plc conducts its operations through subsidiary companies that operate business and product development centers primarily in the United States (the "U.S."), the Netherlands, Belgium, Bulgaria, China, Germany, Japan, South Korea, and the U.K.; and manufacturing operations primarily in China, Malaysia, Mexico, Bulgaria, France, Germany, the U.K., and the U.S. We organize our operations into two segments, Performance Sensing and Sensing Solutions. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and 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. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2017 necessarily representative of those actually experienced for the full year 2017 . 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, 2017 . All intercompany balances and transactions have been eliminated. All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. Certain reclassifications have been made to prior periods to conform to current period presentation. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards Adopted in the current period In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers ) the guidance found in FASB ASC Topic 605, Revenue Recognition , and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, 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. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value. In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non–service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non–service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits." To be adopted in a future period In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02 and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) , which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The adoption of FASB ASU No. 2017-12 will not have a material impact on our consolidated financial position or results of operations. Revenue Recognition I n May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification Topic (FASB ASC Topic 606, Revenue from Contracts with Customers ) the guidance found in FASB ASC Topic 605, Revenue Recognition , and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. For the three months ended March 31, 2018 and 2017, the vast majority of our revenue was derived from the sale of tangible products for which we recognize revenue at a point in time. The contracts that relate to these product shipments are purchase orders that have firm purchase commitments generally only for a short period of time. As a result, the adoption of FASB ASC Topic 606 did not have a material effect on our financial statements or results of operations, and no cumulative catch-up adjustment was required. We used the related practical expedients that allow us to not disclose the transaction price allocated to remaining unsatisfied obligations and an explanation of when we expect to recognize the related revenue. In adopting FASB ASC Topic 606, we applied the new guidance only to contracts that were not completed on January 1, 2018. The following table presents revenue by segment, further disaggregated by end-market: For the three months ended March 31, 2018 Performance Sensing Sensing Solutions Total Automotive $ 529,793 $ 13,856 $ 543,649 HVOR 133,036 — 133,036 Appliance and HVAC — 54,317 54,317 Industrial — 82,385 82,385 Aerospace — 41,706 41,706 Other — 31,200 31,200 Total $ 662,829 $ 223,464 $ 886,293 Performance Obligations Our revenue and related cost of revenue are primarily the result of promises to transfer products to our customers. Revenue is recognized when our performance obligation has been met, which is generally when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement. Product sales are recorded net of value-added tax and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our net revenue and have been within our estimates. Product sales are recorded net of variable consideration, such as trade discounts (including volume and early payment incentives) and sales returns. Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which, depending on the product, generally exists for a period of twelve to eighteen months after the date we ship the product to our customer or for a period of twelve months after the date the customer resells our product, whichever comes first. We do not offer separately priced extended warranty or product maintenance contracts. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit. We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes, or other laws, would imply various warranties and restrict limitations on liability. Payment for products is due in accordance with the terms agreed upon with customers, generally within 90 days of shipment to the customer. Accordingly, our contracts with customers do not include a significant financing component. Contract Assets and Liabilities We generally invoice the customer and recognize revenue once we have satisfied our performance obligation. Accordingly, our contract assets comprise accounts receivable. In certain cases, we receive payment by customers related to our promise to satisfy performance obligations in the future. Such payments are recorded as contract liabilities, which are not material. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories as of March 31, 2018 and December 31, 2017 were as follows: March 31, December 31, Finished goods $ 192,486 $ 195,089 Work-in-process 94,446 92,678 Raw materials 172,767 158,362 Inventories $ 459,699 $ 446,129 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Prior to the Merger, Sensata NV’s articles of association authorized it to issue up to 400.0 million ordinary shares. However, shareholder approval was required to issue any amount of ordinary shares greater than those issued and outstanding or reserved under its equity plans. Entities incorporated under the laws of England and Wales are limited in the number of shares they can issue to those shares that have been authorized for "allotment" by their shareholders. In connection with the Merger, our board of directors did not ask shareholders to approve an allotment of ordinary shares greater than the total ordinary shares issued and outstanding plus ordinary shares available to be issued under our equity plans, which resulted in an allotment of 177.1 million ordinary shares. Treasury Shares Prior to the Merger, ordinary shares repurchased by us were recorded at cost, as treasury shares, and resulted in a reduction of shareholders' equity. We reissued treasury shares as part of our share-based compensation programs. The cost of reissued shares was determined using the first-in, first-out method. During the three months ended March 31, 2018 , prior to completion of the Merger, we reissued 0.1 million treasury shares, and as a result, we recognized a reduction in Retained earnings of $0.2 million . In connection with the Merger, and in accordance with U.K. requirements, all then outstanding treasury shares were cancelled. Accordingly, we derecognized the total purchase price of these treasury shares, we recognized a reduction to ordinary shares at an amount equal to the total par value of such shares, and we recognized a reduction to Retained earnings at an amount equal to the excess of the total repurchase price over the total par value of the then outstanding treasury shares, or $286.1 million . Accumulated Other Comprehensive Loss The following is a roll forward of the components of Accumulated other comprehensive loss for the three months ended March 31, 2018 : Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2017 $ (28,179 ) $ (34,985 ) $ (63,164 ) Other comprehensive (loss)/income before reclassifications, net of tax (3,275 ) 578 (2,697 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 9,814 399 10,213 Other comprehensive income 6,539 977 7,516 Balance as of March 31, 2018 $ (21,640 ) $ (34,008 ) $ (55,648 ) The details of the amounts reclassified from Accumulated other comprehensive loss for the three months ended March 31, 2018 and 2017 are as follows: Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss Affected Line in Condensed Consolidated Statements of Operations For the three months ended Component March 31, 2018 March 31, 2017 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ 10,884 $ (5,385 ) Net revenue (1) Foreign currency forward contracts 826 6,568 Cost of revenue (1) Foreign currency forward contracts 1,376 — Other, net (1) Total, before taxes 13,086 1,183 Income before taxes Income tax effect (3,272 ) (295 ) Provision for income taxes Total, net of taxes $ 9,814 $ 888 Net income Defined benefit and retiree healthcare plans $ 224 $ 502 Other, net (2) Income tax effect 175 (22 ) Provision for income taxes Total, net of taxes $ 399 $ 480 Net income (1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. (2) See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring and Other Charges
Restructuring and Other Charges, Net | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges, Net | Restructuring and Other Charges, Net Restructuring and other charges, net for the three months ended March 31, 2018 and 2017 were $3.8 million and $11.1 million , respectively. Restructuring and other charges, net for the three months ended March 31, 2018 consisted primarily of $3.5 million of severance charges related to limited workforce reductions in manufacturing, engineering, and administrative positions as well as the transfer of certain positions to more cost-effective locations. The expected payback period for these actions is approximately two years, and they are expected to generate incremental pre-tax savings of approximately $3 million on an annual basis once fully implemented. Restructuring and other charges, net for the three months ended March 31, 2017 consisted primarily of severance charges recorded in connection with the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST") and severance charges related to the termination of a limited number of employees. Changes to the severance portion of our restructuring liability during the three months ended March 31, 2018 were as follows: Severance Balance at December 31, 2017 $ 7,583 Charges, net of reversals 3,604 Payments (2,817 ) Impact of changes in foreign currency exchange rates 294 Balance at March 31, 2018 $ 8,664 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our long-term debt and capital lease and other financing obligations as of March 31, 2018 and December 31, 2017 consisted of the following: Maturity Date March 31, December 31, Term Loan October 14, 2021 $ 917,794 $ 927,794 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 (17,233 ) (14,424 ) Less: deferred financing costs (26,607 ) (27,758 ) Less: current portion (2,278 ) (9,802 ) Long-term debt, net $ 3,221,676 $ 3,225,810 Capital lease and other financing obligations $ 33,635 $ 34,657 Less: current portion (5,900 ) (5,918 ) Capital lease and other financing obligations, less current portion $ 27,735 $ 28,739 In connection with the Merger, we paid $5.8 million of creditor fees and related third party costs in order to obtain consents to the transaction from our existing lenders. We applied the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments, in accounting for the amounts paid. As a result, we recorded $3.5 million as an adjustment to the carrying amount of Long term debt, net and a loss of $2.4 million to Other, net. As of March 31, 2018 , there was $415.3 million of availability under our $420.0 million revolving credit facility, net of $4.7 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of March 31, 2018 , 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 March 31, 2018 and December 31, 2017 , accrued interest totaled $45.8 million and $36.9 million , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for income taxes for the three months ended March 31, 2018 and 2017 totaled $14.1 million and $14.3 million , respectively. The Provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily due to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses. On December 22, 2017, President Trump signed into U.S. law the Tax Cuts and Jobs Act of 2017 ("Tax Reform" or "the Act"). FASB ASC Topic 740, Accounting for Income Taxes , requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017. Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin No.118 ("SAB 118"), which allows registrants to record provisional amounts during a one-year "measurement period" similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. As of March 31, 2018, we have not recorded incremental accounting adjustments related to the Act as we continue to consider interpretations of its application. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits We provide various pension and other post-retirement benefit plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans. The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2018 and 2017 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total March 31, March 31, March 31, March 31, 2018 2017 2018 2017 2018 2017 2018 2017 Service cost $ — $ — $ 19 $ 21 $ 831 $ 602 $ 850 $ 623 Interest cost 327 420 70 80 342 249 739 749 Expected return on plan assets (428 ) (553 ) — — (237 ) (221 ) (665 ) (774 ) Amortization of net loss 300 285 — 8 25 71 325 364 Amortization of prior service credit — — (334 ) (333 ) (1 ) (1 ) (335 ) (334 ) Loss on settlement 530 472 — — — — 530 472 Gain on curtailment — — — — (296 ) — (296 ) — Net periodic benefit cost/(credit) $ 729 $ 624 $ (245 ) $ (224 ) $ 664 $ 700 $ 1,148 $ 1,100 On January 1, 2018, we adopted the guidance in FASB ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Refer to Note 2, "New Accounting Standards," for further discussion. As a result of this adoption, components of net periodic benefit cost other than service cost in the three months ended March 31, 2017 were reclassified from various operating cost and expense line items to Other, net. The table below presents the effects of this adjustment. For the three months ended March 31, 2017 As reported ASU No. 2017-07 Adjustment As Adjusted Net revenue $ 807,271 $ — $ 807,271 Operating costs and expenses: Cost of revenue 532,726 (307 ) 532,419 Research and development 31,814 (10 ) 31,804 Selling, general and administrative 70,274 (160 ) 70,114 Amortization of intangible assets 40,258 — 40,258 Restructuring and other charges, net 11,050 — 11,050 Total operating costs and expenses 686,122 (477 ) 685,645 Profit from operations 121,149 477 121,626 Interest expense, net (40,277 ) — (40,277 ) Other, net 5,196 (477 ) 4,719 Income before taxes $ 86,068 $ — $ 86,068 |
Share-Based Payment Plans
Share-Based Payment Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payment Plans | Share-Based Payment Plans Share-Based Compensation Expense The table below presents non-cash compensation expense related to our equity awards, which is recognized within SG&A expense in the condensed consolidated statements of operations, during the identified periods: For the three months ended March 31, 2018 March 31, 2017 Stock options $ 1,289 $ 1,425 Restricted securities 3,801 2,527 Share-based compensation expense $ 5,090 $ 3,952 Equity Awards We grant options and restricted stock units ("RSUs") for which vesting is subject only to continued employment and the passage of time. In addition, we grant performance–based options and performance–based restricted stock units ("PRSUs") for which vesting also depends on the attainment of certain performance criteria. During the three months ended March 31, 2018, we granted 11 RSUs to various executives and employees with a weighted average grant date fair value of $55.81 that will vest between January and February 2021. We did no t grant any other equity awards during the three months ended March 31, 2018. Option Exercises During the three months ended March 31, 2018 , 58 stock options were exercised, all of which were settled with shares reissued from treasury. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings and Claims We are regularly involved in a number of claims and litigation matters in the ordinary course of business. Most of our litigation matters are third-party claims for property damage allegedly caused by our products but some involve allegations of personal injury or wrongful death. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial position, or cash flows. |
Fair Value Measures
Fair Value Measures | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures Our assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with FASB ASC Topic 820, Fair Value Measurement . Measured on a Recurring Basis The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Foreign currency forward contracts $ — $ 12,590 $ — $ — $ 3,955 $ — Commodity forward contracts — 2,906 — — 6,458 — Total $ — $ 15,496 $ — $ — $ 10,413 $ — Liabilities Foreign currency forward contracts $ — $ 43,317 $ — $ — $ 40,969 $ — Commodity forward contracts — 2,067 — — 1,104 — Total $ — $ 45,384 $ — $ — $ 42,073 $ — Measured on a Nonrecurring Basis We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2017 and determined that they were not impaired. As of March 31, 2018 , no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets. We periodically re-evaluate the carrying values and estimated useful lives of long-lived assets whenever events or changes in circumstances indicate that the carrying values of these assets may not be recoverable. On January 1, 2018, we adopted FASB ASU No. 2016-01, which requires that equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) be measured at either fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, 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. As it relates to our $50.0 million equity investment in Quanergy, we elected to use the measurement alternative. During the quarter, we noted no observable price changes in orderly transactions for an identical or similar investment of the same issuer, nor did we note any indicators of impairment that would require us to measure the fair value of the asset. Financial Instruments Not Recorded at Fair Value The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Term Loan $ 917,794 $ — $ 923,530 $ — $ 927,794 $ — $ 930,114 $ — 4.875% Senior Notes $ 500,000 $ — $ 500,000 $ — $ 500,000 $ — $ 521,875 $ — 5.625% Senior Notes $ 400,000 $ — $ 416,000 $ — $ 400,000 $ — $ 439,000 $ — 5.0% Senior Notes $ 700,000 $ — $ 691,250 $ — $ 700,000 $ — $ 741,125 $ — 6.25% Senior Notes $ 750,000 $ — $ 785,625 $ — $ 750,000 $ — $ 813,750 $ — (1) Carrying value excludes discounts and deferred financing costs. The fair values of the Term Loan and senior notes are primarily determined using observable prices in markets where these instruments are generally not traded on a daily basis. Cash and cash equivalents, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2018 | |
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. We use foreign currency forward agreements to manage this exposure. We currently have outstanding foreign currency forward contracts that qualify as cash flow hedges and are intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts, which are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging , that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities. For the three months ended March 31, 2018 and 2017, amounts excluded from the assessment of effectiveness and the ineffective portion of the changes in the fair value of our foreign currency forward agreements that are designated as cash flows were not material. As of March 31, 2018 , we estimate that $27.4 million of net losses will be reclassified from Accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2019 . As of March 31, 2018 , we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date(s) Maturity Date(s) Index Weighted- Average Strike Rate Hedge Designation 52.0 EUR March 27, 2018 April 30, 2018 Euro to U.S. Dollar Exchange Rate 1.24 USD Not designated 403.5 EUR Various from May 2016 to March 2018 Various from April 2018 to February 2020 Euro to U.S. Dollar Exchange Rate 1.17 USD Designated 772.0 CNY March 27, 2018 April 27, 2018 U.S. Dollar to Chinese Renminbi Exchange Rate 6.31 CNY Not designated 811.0 CNY Various from October 2017 to January 2018 Various from April to December 2018 U.S. Dollar to Chinese Renminbi Exchange Rate 6.71 CNY Designated 375.0 JPY March 28, 2018 April 27, 2018 U.S. Dollar to Japanese Yen Exchange Rate 105.99 JPY Not designated 617.6 JPY January 25, 2018 Various from April to December 2018 U.S. Dollar to Japanese Yen Exchange Rate 107.23 JPY Designated 38,245.5 KRW Various from May 2016 to March 2018 Various from April 2018 to February 2020 U.S. Dollar to Korean Won Exchange Rate 1,115.52 KRW Designated 9.9 MYR Various from May to November 2016 Various from April to October 2018 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.25 MYR Designated 252.0 MXN March 27, 2018 April 30, 2018 U.S. Dollar to Mexican Peso Exchange Rate 18.46 MXN Not designated 2,443.3 MXN Various from May 2016 to March 2018 Various from April 2018 to February 2020 U.S. Dollar to Mexican Peso Exchange Rate 20.29 MXN Designated 30.2 GBP Various from May 2016 to March 2018 Various from April 2018 to February 2020 British Pound Sterling to U.S. Dollar Exchange Rate 1.32 USD Designated The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods. Hedges of Commodity Risk Our objective in using commodity forward contracts is to offset a portion of our exposure to the potential change in prices associated with certain commodities used in the manufacturing of our products, including silver, gold, nickel, aluminum, copper, platinum, and palladium. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815. We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of March 31, 2018 : Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit Silver 1,091,710 troy oz. April 2018 - February 2020 $17.68 Gold 12,410 troy oz. April 2018 - February 2020 $1,311.87 Nickel 274,872 pounds April 2018 - February 2020 $5.18 Aluminum 5,552,122 pounds April 2018 - February 2020 $0.92 Copper 7,407,223 pounds April 2018 - February 2020 $2.87 Platinum 7,807 troy oz. April 2018 - February 2020 $988.64 Palladium 1,967 troy oz. April 2018 - February 2020 $877.97 The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods. Financial Instrument Presentation The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 : Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet Location March 31, 2018 December 31, 2017 Balance Sheet Location March 31, 2018 December 31, 2017 Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 10,435 $ 3,576 Accrued expenses and other current liabilities $ 37,636 $ 32,806 Foreign currency forward contracts Other assets 1,697 373 Other long-term liabilities 5,329 6,881 Total $ 12,132 $ 3,949 $ 42,965 $ 39,687 Derivatives not designated as hedging instruments Commodity forward contracts Prepaid expenses and other current assets $ 2,662 $ 5,403 Accrued expenses and other current liabilities $ 1,600 $ 1,006 Commodity forward contracts Other assets 244 1,055 Other long-term liabilities 467 98 Foreign currency forward contracts Prepaid expenses and other current assets 458 6 Accrued expenses and other current liabilities 352 1,282 Total $ 3,364 $ 6,464 $ 2,419 $ 2,386 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 for the three months ended March 31, 2018 and 2017: Derivatives designated as hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 Foreign currency forward contracts $ (17,838 ) $ (13,311 ) Net revenue $ (10,884 ) $ 5,385 Foreign currency forward contracts $ 13,471 $ 12,303 Cost of revenue $ (826 ) $ (6,568 ) Foreign currency forward contracts $ — $ — Other, net $ (1,376 ) $ — Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income Location of (Loss)/Gain Recognized in Net Income March 31, 2018 March 31, 2017 Commodity forward contracts $ (3,195 ) $ 5,440 Other, net Foreign currency forward contracts $ (4,950 ) $ (2,536 ) Other, net Credit Risk Related Contingent Features We have agreements with certain of our derivative counterparties that contain a provision whereby if we default on our indebtedness, and where repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations. As of March 31, 2018 , the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $45.6 million . As of March 31, 2018 , we have no t posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness, as described above, we could be required to settle our obligations under the derivative agreements at their termination values. |
Other, Net
Other, Net | 3 Months Ended |
Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Other, Net | Other, Net Other, net consisted of the following for the three months ended March 31, 2018 and 2017: For the three months ended March 31, 2018 March 31, 2017 Currency remeasurement gain on net monetary assets $ 6,748 $ 2,191 Loss on foreign currency forward contracts (6,326 ) (2,536 ) (Loss)/gain on commodity forward contracts (3,195 ) 5,440 Loss on debt financing (2,350 ) — Net periodic benefit cost, excluding service component (1) (298 ) (477 ) Other 788 101 Other, net $ (4,633 ) $ 4,719 (1) On January 1, 2018, we adopted FASB ASU No. 2017-07, which requires the service cost component and other components of net periodic benefit cost to be presented separately on the consolidated statements of operations. Refer to Note 2, "New Accounting Standards," for additional details. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
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 profit, which excludes amortization expense, 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 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 profit, 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, profit from operations 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, 2017 . The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three months ended March 31, 2018 and 2017: For the three months ended March 31, 2018 March 31, 2017 Net revenue: Performance Sensing $ 662,829 $ 600,143 Sensing Solutions 223,464 207,128 Total net revenue $ 886,293 $ 807,271 Segment profit (as defined above): Performance Sensing $ 169,410 $ 151,736 Sensing Solutions 71,884 67,438 Total segment profit 241,294 219,174 Corporate and other (54,781 ) (46,240 ) Amortization of intangible assets (35,069 ) (40,258 ) Restructuring and other charges, net (3,766 ) (11,050 ) Profit from operations 147,678 121,626 Interest expense, net (38,429 ) (40,277 ) Other, net (4,633 ) 4,719 Income before taxes $ 104,616 $ 86,068 |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share Basic and diluted net income per share are calculated by dividing Net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three months ended March 31, 2018 and 2017, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the three months ended March 31, March 31, Basic weighted-average ordinary shares outstanding 171,404 170,947 Dilutive effect of stock options 926 567 Dilutive effect of unvested restricted securities 526 391 Diluted weighted-average ordinary shares outstanding 172,856 171,905 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 March 31, March 31, Anti-dilutive shares excluded 709 1,280 Contingently issuable shares excluded 787 517 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | New Accounting Standards Adopted in the current period In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers ) the guidance found in FASB ASC Topic 605, Revenue Recognition , and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, 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. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value. In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non–service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non–service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits." To be adopted in a future period In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02 and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) , which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The adoption of FASB ASU No. 2017-12 will not have a material impact on our consolidated financial position or results of operations. Revenue Recognition I n May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification Topic (FASB ASC Topic 606, Revenue from Contracts with Customers ) the guidance found in FASB ASC Topic 605, Revenue Recognition , and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. For the three months ended March 31, 2018 and 2017, the vast majority of our revenue was derived from the sale of tangible products for which we recognize revenue at a point in time. The contracts that relate to these product shipments are purchase orders that have firm purchase commitments generally only for a short period of time. As a result, the adoption of FASB ASC Topic 606 did not have a material effect on our financial statements or results of operations, and no cumulative catch-up adjustment was required. We used the related practical expedients that allow us to not disclose the transaction price allocated to remaining unsatisfied obligations and an explanation of when we expect to recognize the related revenue. In adopting FASB ASC Topic 606, we applied the new guidance only to contracts that were not completed on January 1, 2018. The following table presents revenue by segment, further disaggregated by end-market: For the three months ended March 31, 2018 Performance Sensing Sensing Solutions Total Automotive $ 529,793 $ 13,856 $ 543,649 HVOR 133,036 — 133,036 Appliance and HVAC — 54,317 54,317 Industrial — 82,385 82,385 Aerospace — 41,706 41,706 Other — 31,200 31,200 Total $ 662,829 $ 223,464 $ 886,293 Performance Obligations Our revenue and related cost of revenue are primarily the result of promises to transfer products to our customers. Revenue is recognized when our performance obligation has been met, which is generally when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement. Product sales are recorded net of value-added tax and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our net revenue and have been within our estimates. Product sales are recorded net of variable consideration, such as trade discounts (including volume and early payment incentives) and sales returns. Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which, depending on the product, generally exists for a period of twelve to eighteen months after the date we ship the product to our customer or for a period of twelve months after the date the customer resells our product, whichever comes first. We do not offer separately priced extended warranty or product maintenance contracts. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit. We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes, or other laws, would imply various warranties and restrict limitations on liability. Payment for products is due in accordance with the terms agreed upon with customers, generally within 90 days of shipment to the customer. Accordingly, our contracts with customers do not include a significant financing component. Contract Assets and Liabilities We generally invoice the customer and recognize revenue once we have satisfied our performance obligation. Accordingly, our contract assets comprise accounts receivable. In certain cases, we receive payment by customers related to our promise to satisfy performance obligations in the future. Such payments are recorded as contract liabilities, which are not material. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and 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. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2017 necessarily representative of those actually experienced for the full year 2017 . 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, 2017 . All intercompany balances and transactions have been eliminated. All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. |
Reclassification | Certain reclassifications have been made to prior periods to conform to current period presentation |
New Accounting Standards | New Accounting Standards Adopted in the current period In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers ) the guidance found in FASB ASC Topic 605, Revenue Recognition , and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, 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. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value. In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non–service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non–service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits." To be adopted in a future period In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02 and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) , which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The adoption of FASB ASU No. 2017-12 will not have a material impact on our consolidated financial position or results of operations. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Components of inventories | The components of inventories as of March 31, 2018 and December 31, 2017 were as follows: March 31, December 31, Finished goods $ 192,486 $ 195,089 Work-in-process 94,446 92,678 Raw materials 172,767 158,362 Inventories $ 459,699 $ 446,129 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Roll forward of components of Accumulated other comprehensive loss, net of tax | The following is a roll forward of the components of Accumulated other comprehensive loss for the three months ended March 31, 2018 : Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2017 $ (28,179 ) $ (34,985 ) $ (63,164 ) Other comprehensive (loss)/income before reclassifications, net of tax (3,275 ) 578 (2,697 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 9,814 399 10,213 Other comprehensive income 6,539 977 7,516 Balance as of March 31, 2018 $ (21,640 ) $ (34,008 ) $ (55,648 ) |
Amounts reclassified from Accumulated other comprehensive loss | The details of the amounts reclassified from Accumulated other comprehensive loss for the three months ended March 31, 2018 and 2017 are as follows: Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss Affected Line in Condensed Consolidated Statements of Operations For the three months ended Component March 31, 2018 March 31, 2017 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ 10,884 $ (5,385 ) Net revenue (1) Foreign currency forward contracts 826 6,568 Cost of revenue (1) Foreign currency forward contracts 1,376 — Other, net (1) Total, before taxes 13,086 1,183 Income before taxes Income tax effect (3,272 ) (295 ) Provision for income taxes Total, net of taxes $ 9,814 $ 888 Net income Defined benefit and retiree healthcare plans $ 224 $ 502 Other, net (2) Income tax effect 175 (22 ) Provision for income taxes Total, net of taxes $ 399 $ 480 Net income (1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss. (2) See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost. |
Restructuring and Other Charg26
Restructuring and Other Charges, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Changes to restructuring liability | Changes to the severance portion of our restructuring liability during the three months ended March 31, 2018 were as follows: Severance Balance at December 31, 2017 $ 7,583 Charges, net of reversals 3,604 Payments (2,817 ) Impact of changes in foreign currency exchange rates 294 Balance at March 31, 2018 $ 8,664 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt and capital lease and other financing obligations | Our long-term debt and capital lease and other financing obligations as of March 31, 2018 and December 31, 2017 consisted of the following: Maturity Date March 31, December 31, Term Loan October 14, 2021 $ 917,794 $ 927,794 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 (17,233 ) (14,424 ) Less: deferred financing costs (26,607 ) (27,758 ) Less: current portion (2,278 ) (9,802 ) Long-term debt, net $ 3,221,676 $ 3,225,810 Capital lease and other financing obligations $ 33,635 $ 34,657 Less: current portion (5,900 ) (5,918 ) Capital lease and other financing obligations, less current portion $ 27,735 $ 28,739 |
Pension and Other Post-Retire28
Pension and Other Post-Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of components of net periodic benefit cost | The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2018 and 2017 were as follows: U.S. Plans Non-U.S. Plans Defined Benefit Retiree Healthcare Defined Benefit Total March 31, March 31, March 31, March 31, 2018 2017 2018 2017 2018 2017 2018 2017 Service cost $ — $ — $ 19 $ 21 $ 831 $ 602 $ 850 $ 623 Interest cost 327 420 70 80 342 249 739 749 Expected return on plan assets (428 ) (553 ) — — (237 ) (221 ) (665 ) (774 ) Amortization of net loss 300 285 — 8 25 71 325 364 Amortization of prior service credit — — (334 ) (333 ) (1 ) (1 ) (335 ) (334 ) Loss on settlement 530 472 — — — — 530 472 Gain on curtailment — — — — (296 ) — (296 ) — Net periodic benefit cost/(credit) $ 729 $ 624 $ (245 ) $ (224 ) $ 664 $ 700 $ 1,148 $ 1,100 |
Schedule of adjustment impact | The table below presents the effects of this adjustment. For the three months ended March 31, 2017 As reported ASU No. 2017-07 Adjustment As Adjusted Net revenue $ 807,271 $ — $ 807,271 Operating costs and expenses: Cost of revenue 532,726 (307 ) 532,419 Research and development 31,814 (10 ) 31,804 Selling, general and administrative 70,274 (160 ) 70,114 Amortization of intangible assets 40,258 — 40,258 Restructuring and other charges, net 11,050 — 11,050 Total operating costs and expenses 686,122 (477 ) 685,645 Profit from operations 121,149 477 121,626 Interest expense, net (40,277 ) — (40,277 ) Other, net 5,196 (477 ) 4,719 Income before taxes $ 86,068 $ — $ 86,068 |
Share-Based Payment Plans (Tabl
Share-Based Payment Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [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 SG&A expense in the condensed consolidated statements of operations, during the identified periods: For the three months ended March 31, 2018 March 31, 2017 Stock options $ 1,289 $ 1,425 Restricted securities 3,801 2,527 Share-based compensation expense $ 5,090 $ 3,952 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | March 31, 2018 December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Foreign currency forward contracts $ — $ 12,590 $ — $ — $ 3,955 $ — Commodity forward contracts — 2,906 — — 6,458 — Total $ — $ 15,496 $ — $ — $ 10,413 $ — Liabilities Foreign currency forward contracts $ — $ 43,317 $ — $ — $ 40,969 $ — Commodity forward contracts — 2,067 — — 1,104 — Total $ — $ 45,384 $ — $ — $ 42,073 $ — |
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 March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Term Loan $ 917,794 $ — $ 923,530 $ — $ 927,794 $ — $ 930,114 $ — 4.875% Senior Notes $ 500,000 $ — $ 500,000 $ — $ 500,000 $ — $ 521,875 $ — 5.625% Senior Notes $ 400,000 $ — $ 416,000 $ — $ 400,000 $ — $ 439,000 $ — 5.0% Senior Notes $ 700,000 $ — $ 691,250 $ — $ 700,000 $ — $ 741,125 $ — 6.25% Senior Notes $ 750,000 $ — $ 785,625 $ — $ 750,000 $ — $ 813,750 $ — (1) Carrying value excludes discounts and deferred financing costs. |
Derivative Instruments and He31
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of outstanding derivative instruments | As of March 31, 2018 , we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date(s) Maturity Date(s) Index Weighted- Average Strike Rate Hedge Designation 52.0 EUR March 27, 2018 April 30, 2018 Euro to U.S. Dollar Exchange Rate 1.24 USD Not designated 403.5 EUR Various from May 2016 to March 2018 Various from April 2018 to February 2020 Euro to U.S. Dollar Exchange Rate 1.17 USD Designated 772.0 CNY March 27, 2018 April 27, 2018 U.S. Dollar to Chinese Renminbi Exchange Rate 6.31 CNY Not designated 811.0 CNY Various from October 2017 to January 2018 Various from April to December 2018 U.S. Dollar to Chinese Renminbi Exchange Rate 6.71 CNY Designated 375.0 JPY March 28, 2018 April 27, 2018 U.S. Dollar to Japanese Yen Exchange Rate 105.99 JPY Not designated 617.6 JPY January 25, 2018 Various from April to December 2018 U.S. Dollar to Japanese Yen Exchange Rate 107.23 JPY Designated 38,245.5 KRW Various from May 2016 to March 2018 Various from April 2018 to February 2020 U.S. Dollar to Korean Won Exchange Rate 1,115.52 KRW Designated 9.9 MYR Various from May to November 2016 Various from April to October 2018 U.S. Dollar to Malaysian Ringgit Exchange Rate 4.25 MYR Designated 252.0 MXN March 27, 2018 April 30, 2018 U.S. Dollar to Mexican Peso Exchange Rate 18.46 MXN Not designated 2,443.3 MXN Various from May 2016 to March 2018 Various from April 2018 to February 2020 U.S. Dollar to Mexican Peso Exchange Rate 20.29 MXN Designated 30.2 GBP Various from May 2016 to March 2018 Various from April 2018 to February 2020 British Pound Sterling to U.S. Dollar Exchange Rate 1.32 USD Designated We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of March 31, 2018 : Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit Silver 1,091,710 troy oz. April 2018 - February 2020 $17.68 Gold 12,410 troy oz. April 2018 - February 2020 $1,311.87 Nickel 274,872 pounds April 2018 - February 2020 $5.18 Aluminum 5,552,122 pounds April 2018 - February 2020 $0.92 Copper 7,407,223 pounds April 2018 - February 2020 $2.87 Platinum 7,807 troy oz. April 2018 - February 2020 $988.64 Palladium 1,967 troy oz. April 2018 - February 2020 $877.97 |
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 March 31, 2018 and December 31, 2017 : Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet Location March 31, 2018 December 31, 2017 Balance Sheet Location March 31, 2018 December 31, 2017 Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 10,435 $ 3,576 Accrued expenses and other current liabilities $ 37,636 $ 32,806 Foreign currency forward contracts Other assets 1,697 373 Other long-term liabilities 5,329 6,881 Total $ 12,132 $ 3,949 $ 42,965 $ 39,687 Derivatives not designated as hedging instruments Commodity forward contracts Prepaid expenses and other current assets $ 2,662 $ 5,403 Accrued expenses and other current liabilities $ 1,600 $ 1,006 Commodity forward contracts Other assets 244 1,055 Other long-term liabilities 467 98 Foreign currency forward contracts Prepaid expenses and other current assets 458 6 Accrued expenses and other current liabilities 352 1,282 Total $ 3,364 $ 6,464 $ 2,419 $ 2,386 |
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 for the three months ended March 31, 2018 and 2017: Derivatives designated as hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 Foreign currency forward contracts $ (17,838 ) $ (13,311 ) Net revenue $ (10,884 ) $ 5,385 Foreign currency forward contracts $ 13,471 $ 12,303 Cost of revenue $ (826 ) $ (6,568 ) Foreign currency forward contracts $ — $ — Other, net $ (1,376 ) $ — Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income Location of (Loss)/Gain Recognized in Net Income March 31, 2018 March 31, 2017 Commodity forward contracts $ (3,195 ) $ 5,440 Other, net Foreign currency forward contracts $ (4,950 ) $ (2,536 ) Other, net |
Other, Net (Tables)
Other, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of other, net | Other, net consisted of the following for the three months ended March 31, 2018 and 2017: For the three months ended March 31, 2018 March 31, 2017 Currency remeasurement gain on net monetary assets $ 6,748 $ 2,191 Loss on foreign currency forward contracts (6,326 ) (2,536 ) (Loss)/gain on commodity forward contracts (3,195 ) 5,440 Loss on debt financing (2,350 ) — Net periodic benefit cost, excluding service component (1) (298 ) (477 ) Other 788 101 Other, net $ (4,633 ) $ 4,719 (1) On January 1, 2018, we adopted FASB ASU No. 2017-07, which requires the service cost component and other components of net periodic benefit cost to be presented separately on the consolidated statements of operations. Refer to Note 2, "New Accounting Standards," for additional details. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information by segment | The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three months ended March 31, 2018 and 2017: For the three months ended March 31, 2018 March 31, 2017 Net revenue: Performance Sensing $ 662,829 $ 600,143 Sensing Solutions 223,464 207,128 Total net revenue $ 886,293 $ 807,271 Segment profit (as defined above): Performance Sensing $ 169,410 $ 151,736 Sensing Solutions 71,884 67,438 Total segment profit 241,294 219,174 Corporate and other (54,781 ) (46,240 ) Amortization of intangible assets (35,069 ) (40,258 ) Restructuring and other charges, net (3,766 ) (11,050 ) Profit from operations 147,678 121,626 Interest expense, net (38,429 ) (40,277 ) Other, net (4,633 ) 4,719 Income before taxes $ 104,616 $ 86,068 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of weighted-average ordinary shares outstanding | For the three months ended March 31, 2018 and 2017, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows: For the three months ended March 31, March 31, Basic weighted-average ordinary shares outstanding 171,404 170,947 Dilutive effect of stock options 926 567 Dilutive effect of unvested restricted securities 526 391 Diluted weighted-average ordinary shares outstanding 172,856 171,905 |
Schedule of antidilutive securities | These potential ordinary shares are as follows: For the three months ended March 31, March 31, Anti-dilutive shares excluded 709 1,280 Contingently issuable shares excluded 787 517 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Disaggregation of Revenue | The following table presents revenue by segment, further disaggregated by end-market: For the three months ended March 31, 2018 Performance Sensing Sensing Solutions Total Automotive $ 529,793 $ 13,856 $ 543,649 HVOR 133,036 — 133,036 Appliance and HVAC — 54,317 54,317 Industrial — 82,385 82,385 Aerospace — 41,706 41,706 Other — 31,200 31,200 Total $ 662,829 $ 223,464 $ 886,293 |
Business Description and Basi36
Business Description and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of businesses | 2 |
New Accounting Standards (Detai
New Accounting Standards (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Investment [Line Items] | ||
Future payments | $ 68.6 | |
Series B Preferred Stock | Quanergy | ||
Investment [Line Items] | ||
Equity investment | $ 50 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory, Net [Abstract] | ||
Finished goods | $ 192,486 | $ 195,089 |
Work-in-process | 94,446 | 92,678 |
Raw materials | 172,767 | 158,362 |
Inventories | $ 459,699 | $ 446,129 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) shares in Millions, $ in Millions | Feb. 16, 2018 | Mar. 31, 2018 | Feb. 15, 2018 |
Equity [Abstract] | |||
Ordinary shares authorized (in shares) | 177.1 | 400 | |
Reissued treasury shares (in shares) | 0.1 | ||
Reduction in retained earnings | $ 286.1 | $ 0.2 |
Shareholders' Equity - AOCI Rol
Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2017 | $ 2,345,626 | |
Other comprehensive income | 7,516 | $ 612 |
Balance as of March 31, 2018 | 2,450,941 | |
Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2017 | (28,179) | |
Other comprehensive (loss)/income before reclassifications, net of tax | (3,275) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 9,814 | |
Other comprehensive income | 6,539 | |
Balance as of March 31, 2018 | (21,640) | |
Defined Benefit and Retiree Healthcare Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2017 | (34,985) | |
Other comprehensive (loss)/income before reclassifications, net of tax | 578 | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 399 | $ 480 |
Other comprehensive income | 977 | |
Balance as of March 31, 2018 | (34,008) | |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance as of December 31, 2017 | (63,164) | |
Other comprehensive (loss)/income before reclassifications, net of tax | (2,697) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 10,213 | |
Other comprehensive income | 7,516 | |
Balance as of March 31, 2018 | $ (55,648) |
Shareholders' Equity - AOCI Rec
Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net revenue | $ 886,293 | $ 807,271 |
Cost of revenue | (582,457) | (532,419) |
Other, net | (4,633) | 4,719 |
Income before taxes | 104,616 | 86,068 |
Provision for income taxes | (14,126) | (14,332) |
Net income | 90,490 | 71,736 |
Derivative instruments designated and qualifying as cash flow hedges: | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total, net of taxes | 9,814 | |
Defined benefit and retiree healthcare plans | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Defined benefit and retiree healthcare plans | 224 | 502 |
Provision for income taxes | 175 | (22) |
Total, net of taxes | 399 | 480 |
Loss/(Gain) 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 | 13,086 | 1,183 |
Provision for income taxes | (3,272) | (295) |
Net income | 9,814 | 888 |
Loss/(Gain) 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 | 10,884 | (5,385) |
Cost of revenue | 826 | 6,568 |
Other, net | $ 1,376 | $ 0 |
Restructuring and Other Charg42
Restructuring and Other Charges, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges, net | $ 3,766 | $ 11,050 |
Severance charges | $ 3,500 | |
Payback period | 2 years | |
Pre-tax savings | $ 3,000 | |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 7,583 | |
Charges, net of reversals | 3,604 | |
Payments | (2,817) | |
Impact of changes in foreign currency exchange rates | 294 | |
Ending Balance | $ 8,664 |
Debt - Debt Schedule (Details)
Debt - Debt Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Less: discount | $ (17,233) | $ (14,424) |
Less: deferred financing costs | (26,607) | (27,758) |
Less: current portion | (2,278) | (9,802) |
Long-term debt, net | 3,221,676 | 3,225,810 |
Capital lease and other financing obligations | 33,635 | 34,657 |
Less: current portion | (5,900) | (5,918) |
Capital lease and other financing obligations, less current portion | 27,735 | 28,739 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 917,794 | 927,794 |
4.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 500,000 | 500,000 |
Stated interest rate | 4.875% | |
5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 400,000 | 400,000 |
Stated interest rate | 5.625% | |
5.0% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 700,000 | 700,000 |
Stated interest rate | 5.00% | |
6.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 750,000 | $ 750,000 |
Stated interest rate | 6.25% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Payments for merger costs | $ 5,800,000 | |
Accrued interest | 45,800,000 | $ 36,900,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Amount available under revolving credit facility | 415,300,000 | |
Maximum borrowing capacity | 420,000,000 | |
Letters of credit outstanding, amount | 4,700,000 | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding, amount | 0 | |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Payments for merger costs | 3,500,000 | |
Other, net | ||
Debt Instrument [Line Items] | ||
Payments for merger costs | $ 2,400,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 14,126 | $ 14,332 |
Pension and Other Post-Retire46
Pension and Other Post-Retirement Benefits - Schedule of components of net periodic benefit cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | $ 850 | $ 623 |
Interest cost | 739 | 749 |
Expected return on plan assets | (665) | (774) |
Amortization of net loss | 325 | 364 |
Amortization of prior service (credit)/cost | (335) | (334) |
Loss on settlement | 530 | 472 |
Gain on curtailment | (296) | 0 |
Net periodic benefit cost/(credit) | 1,148 | 1,100 |
U.S. Plans | Defined Benefit | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | 0 | 0 |
Interest cost | 327 | 420 |
Expected return on plan assets | (428) | (553) |
Amortization of net loss | 300 | 285 |
Amortization of prior service (credit)/cost | 0 | 0 |
Loss on settlement | 530 | 472 |
Gain on curtailment | 0 | 0 |
Net periodic benefit cost/(credit) | 729 | 624 |
U.S. Plans | Retiree Healthcare | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | 19 | 21 |
Interest cost | 70 | 80 |
Expected return on plan assets | 0 | 0 |
Amortization of net loss | 0 | 8 |
Amortization of prior service (credit)/cost | (334) | (333) |
Loss on settlement | 0 | 0 |
Gain on curtailment | 0 | 0 |
Net periodic benefit cost/(credit) | (245) | (224) |
Non-U.S. Plans | Defined Benefit | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | 831 | 602 |
Interest cost | 342 | 249 |
Expected return on plan assets | (237) | (221) |
Amortization of net loss | 25 | 71 |
Amortization of prior service (credit)/cost | (1) | (1) |
Loss on settlement | 0 | 0 |
Gain on curtailment | (296) | 0 |
Net periodic benefit cost/(credit) | $ 664 | $ 700 |
Pension and Other Post-Retire47
Pension and Other Post-Retirement Benefits - Schedule of adjustment impact (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net revenue | $ 886,293 | $ 807,271 |
Cost of revenue | 582,457 | 532,419 |
Research and development | 36,001 | 31,804 |
Selling, general and administrative | 81,322 | 70,114 |
Amortization of intangible assets | 35,069 | 40,258 |
Restructuring and other charges, net | 3,766 | 11,050 |
Total operating costs and expenses | 738,615 | 685,645 |
Profit from operations | 147,678 | 121,626 |
Interest expense, net | (38,429) | (40,277) |
Other, net | (4,633) | 4,719 |
Income before taxes | $ 104,616 | 86,068 |
As reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net revenue | 807,271 | |
Cost of revenue | 532,726 | |
Research and development | 31,814 | |
Selling, general and administrative | 70,274 | |
Amortization of intangible assets | 40,258 | |
Restructuring and other charges, net | 11,050 | |
Total operating costs and expenses | 686,122 | |
Profit from operations | 121,149 | |
Interest expense, net | (40,277) | |
Other, net | 5,196 | |
Income before taxes | 86,068 | |
ASU No. 2017-07 Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net revenue | 0 | |
Cost of revenue | (307) | |
Research and development | (10) | |
Selling, general and administrative | (160) | |
Amortization of intangible assets | 0 | |
Restructuring and other charges, net | 0 | |
Total operating costs and expenses | (477) | |
Profit from operations | 477 | |
Interest expense, net | 0 | |
Other, net | (477) | |
Income before taxes | $ 0 |
Share-Based Payment Plans - Sch
Share-Based Payment Plans - Schedule of Non-Cash Compensation Expense Related to Equity Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 5,090 | $ 3,952 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,289 | 1,425 |
Restricted securities | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 3,801 | $ 2,527 |
Share-Based Payment Plans - Nar
Share-Based Payment Plans - Narrative (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option exercised (in shares) | 58,000 |
Various Executives and Employees | Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares (in shares) | 11,000 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 55.81 |
Various Executives and Employees | Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted shares (in shares) | 0 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Assets | $ 0 | $ 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign currency forward contracts | ||
Assets | ||
Assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity forward contracts | ||
Assets | ||
Assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Assets | 15,496 | 10,413 |
Liabilities | ||
Liabilities | 45,384 | 42,073 |
Significant Other Observable Inputs (Level 2) | Foreign currency forward contracts | ||
Assets | ||
Assets | 12,590 | 3,955 |
Liabilities | ||
Liabilities | 43,317 | 40,969 |
Significant Other Observable Inputs (Level 2) | Commodity forward contracts | ||
Assets | ||
Assets | 2,906 | 6,458 |
Liabilities | ||
Liabilities | 2,067 | 1,104 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Foreign currency forward contracts | ||
Assets | ||
Assets | 0 | 0 |
Liabilities | ||
Liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commodity forward contracts | ||
Assets | ||
Assets | 0 | 0 |
Liabilities | ||
Liabilities | $ 0 | $ 0 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) $ in Millions | Mar. 31, 2018USD ($) |
Quanergy | Series B Preferred Stock | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity investment | $ 50 |
Fair Value Measures - Fair Valu
Fair Value Measures - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Term Loan | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 917,794 | $ 927,794 |
Term Loan | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Term Loan | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 923,530 | 930,114 |
Term Loan | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 0 | 0 |
4.875% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 4.875% | |
4.875% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 500,000 | 500,000 |
4.875% Senior Notes | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
4.875% Senior Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 500,000 | 521,875 |
4.875% Senior Notes | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 0 | 0 |
5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.625% | |
5.625% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 400,000 | 400,000 |
5.625% Senior Notes | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
5.625% Senior Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 416,000 | 439,000 |
5.625% Senior Notes | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 0 | 0 |
5.0% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.00% | |
5.0% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 700,000 | 700,000 |
5.0% Senior Notes | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
5.0% Senior Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 691,250 | 741,125 |
5.0% Senior Notes | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 0 | 0 |
6.25% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 6.25% | |
6.25% Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 750,000 | 750,000 |
6.25% Senior Notes | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
6.25% Senior Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 785,625 | 813,750 |
6.25% Senior Notes | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Derivative Instruments and He53
Derivative Instruments and Hedging Activities - Narrative (Details) | Mar. 31, 2018USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign currency cash flow loss to be reclassified during next 12 months | $ 27,400,000 |
Termination value of outstanding derivatives in a liability position | 45,600,000 |
Collateral already posted, aggregate fair value | $ 0 |
Derivative Instruments and He54
Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - Mar. 31, 2018 € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, RM in Millions, $ in Millions | EUR (€)oztlb$ / lb$ / ozt$ / $$ / ¥€ / $$ / RM$ / ¥£ / $$ / ₩ | KRW (₩)oztlb$ / lb$ / ozt$ / $$ / ¥€ / $$ / RM$ / ¥£ / $$ / ₩ | MXN ($)oztlb$ / lb$ / ozt$ / $$ / ¥€ / $$ / RM$ / ¥£ / $$ / ₩ | GBP (£)oztlb$ / lb$ / ozt$ / $$ / ¥€ / $$ / RM$ / ¥£ / $$ / ₩ | CNY (¥)oztlb$ / lb$ / ozt$ / $$ / ¥€ / $$ / RM$ / ¥£ / $$ / ₩ | MYR (RM)oztlb$ / lb$ / ozt$ / $$ / ¥€ / $$ / RM$ / ¥£ / $$ / ₩ | JPY (¥)oztlb$ / lb$ / ozt$ / $$ / ¥€ / $$ / RM$ / ¥£ / $$ / ₩ |
Foreign currency forward contracts | Not designated | Euro to U.S. Dollar Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | € | € 52 | ||||||
Weighted-Average Strike Rate | € / $ | 1.24 | 1.24 | 1.24 | 1.24 | 1.24 | 1.24 | 1.24 |
Foreign currency forward contracts | Not designated | U.S. Dollar to Chinese Renminbi Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | ¥ | ¥ 772 | ||||||
Weighted-Average Strike Rate | $ / ¥ | 6.31 | 6.31 | 6.31 | 6.31 | 6.31 | 6.31 | 6.31 |
Foreign currency forward contracts | Not designated | U.S. Dollar to Japanese Yen Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | ¥ | ¥ 375 | ||||||
Weighted-Average Strike Rate | $ / ¥ | 105.99 | 105.99 | 105.99 | 105.99 | 105.99 | 105.99 | 105.99 |
Foreign currency forward contracts | Not designated | U.S. Dollar to Mexican Peso Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | $ | $ 252 | ||||||
Weighted-Average Strike Rate | $ / $ | 18.46 | 18.46 | 18.46 | 18.46 | 18.46 | 18.46 | 18.46 |
Foreign currency forward contracts | Designated | Euro to U.S. Dollar Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | € | € 403.5 | ||||||
Weighted-Average Strike Rate | € / $ | 1.17 | 1.17 | 1.17 | 1.17 | 1.17 | 1.17 | 1.17 |
Foreign currency forward contracts | Designated | U.S. Dollar to Chinese Renminbi Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | ¥ | ¥ 811 | ||||||
Weighted-Average Strike Rate | $ / ¥ | 6.71 | 6.71 | 6.71 | 6.71 | 6.71 | 6.71 | 6.71 |
Foreign currency forward contracts | Designated | U.S. Dollar to Japanese Yen Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | ¥ | ¥ 617.6 | ||||||
Weighted-Average Strike Rate | $ / ¥ | 107.23 | 107.23 | 107.23 | 107.23 | 107.23 | 107.23 | 107.23 |
Foreign currency forward contracts | Designated | U.S. Dollar to Korean Won Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | ₩ | ₩ 38,245.5 | ||||||
Weighted-Average Strike Rate | $ / ₩ | 1,115.52 | 1,115.52 | 1,115.52 | 1,115.52 | 1,115.52 | 1,115.52 | 1,115.52 |
Foreign currency forward contracts | Designated | U.S. Dollar to Malaysian Ringgit Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | RM | RM 9.9 | ||||||
Weighted-Average Strike Rate | $ / RM | 4.25 | 4.25 | 4.25 | 4.25 | 4.25 | 4.25 | 4.25 |
Foreign currency forward contracts | Designated | U.S. Dollar to Mexican Peso Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | $ | $ 2,443.3 | ||||||
Weighted-Average Strike Rate | $ / $ | 20.29 | 20.29 | 20.29 | 20.29 | 20.29 | 20.29 | 20.29 |
Foreign currency forward contracts | Designated | British Pound Sterling to U.S. Dollar Exchange Rate | |||||||
Hedges of Foreign Currency Risk | |||||||
Notional amount of derivatives | £ | £ 30.2 | ||||||
Weighted-Average Strike Rate | £ / $ | 1.32 | 1.32 | 1.32 | 1.32 | 1.32 | 1.32 | 1.32 |
Silver | Not designated | |||||||
Hedges of Commodity Risk | |||||||
Notional | ozt | 1,091,710 | 1,091,710 | 1,091,710 | 1,091,710 | 1,091,710 | 1,091,710 | 1,091,710 |
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt | 17.68 | 17.68 | 17.68 | 17.68 | 17.68 | 17.68 | 17.68 |
Gold | Not designated | |||||||
Hedges of Commodity Risk | |||||||
Notional | ozt | 12,410 | 12,410 | 12,410 | 12,410 | 12,410 | 12,410 | 12,410 |
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt | 1,311.87 | 1,311.87 | 1,311.87 | 1,311.87 | 1,311.87 | 1,311.87 | 1,311.87 |
Nickel | Not designated | |||||||
Hedges of Commodity Risk | |||||||
Notional | lb | 274,872 | 274,872 | 274,872 | 274,872 | 274,872 | 274,872 | 274,872 |
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb | 5.18 | 5.18 | 5.18 | 5.18 | 5.18 | 5.18 | 5.18 |
Aluminum | Not designated | |||||||
Hedges of Commodity Risk | |||||||
Notional | lb | 5,552,122 | 5,552,122 | 5,552,122 | 5,552,122 | 5,552,122 | 5,552,122 | 5,552,122 |
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb | 0.92 | 0.92 | 0.92 | 0.92 | 0.92 | 0.92 | 0.92 |
Copper | Not designated | |||||||
Hedges of Commodity Risk | |||||||
Notional | lb | 7,407,223 | 7,407,223 | 7,407,223 | 7,407,223 | 7,407,223 | 7,407,223 | 7,407,223 |
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb | 2.87 | 2.87 | 2.87 | 2.87 | 2.87 | 2.87 | 2.87 |
Platinum | Not designated | |||||||
Hedges of Commodity Risk | |||||||
Notional | ozt | 7,807 | 7,807 | 7,807 | 7,807 | 7,807 | 7,807 | 7,807 |
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt | 988.64 | 988.64 | 988.64 | 988.64 | 988.64 | 988.64 | 988.64 |
Palladium | Not designated | |||||||
Hedges of Commodity Risk | |||||||
Notional | ozt | 1,967 | 1,967 | 1,967 | 1,967 | 1,967 | 1,967 | 1,967 |
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt | 877.97 | 877.97 | 877.97 | 877.97 | 877.97 | 877.97 | 877.97 |
Derivative Instruments and He55
Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Designated | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 12,132 | $ 3,949 |
Liability Derivatives, Fair Value | 42,965 | 39,687 |
Not designated | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 3,364 | 6,464 |
Liability Derivatives, Fair Value | 2,419 | 2,386 |
Foreign currency forward contracts | Designated | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 10,435 | 3,576 |
Foreign currency forward contracts | Designated | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 1,697 | 373 |
Foreign currency forward contracts | Designated | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 37,636 | 32,806 |
Foreign currency forward contracts | Designated | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 5,329 | 6,881 |
Foreign currency forward contracts | Not designated | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 458 | 6 |
Foreign currency forward contracts | Not designated | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 352 | 1,282 |
Commodity forward contracts | Not designated | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 2,662 | 5,403 |
Commodity forward contracts | Not designated | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 244 | 1,055 |
Commodity forward contracts | Not designated | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 1,600 | 1,006 |
Commodity forward contracts | Not designated | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | $ 467 | $ 98 |
Derivative Instruments and He56
Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Foreign currency forward contracts | Net revenue | Designated | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss | $ (17,838) | $ (13,311) |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income | (10,884) | 5,385 |
Foreign currency forward contracts | Cost of revenue | Designated | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss | 13,471 | 12,303 |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income | (826) | (6,568) |
Foreign currency forward contracts | Other, net | Designated | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss | 0 | 0 |
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income | (1,376) | 0 |
Foreign currency forward contracts | Other, net | Not designated | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss)/Gain Recognized in Net Income | (4,950) | (2,536) |
Commodity forward contracts | Other, net | Not designated | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss)/Gain Recognized in Net Income | $ (3,195) | $ 5,440 |
Other, Net (Details)
Other, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | ||
Currency remeasurement gain on net monetary assets | $ 6,748 | $ 2,191 |
Loss on foreign currency forward contracts | (6,326) | (2,536) |
(Loss)/gain on commodity forward contracts | (3,195) | 5,440 |
Loss on debt financing | (2,350) | 0 |
Defined benefit and retiree healthcare plans net periodic benefit cost, excluding service component | (298) | (477) |
Other | 788 | 101 |
Other, net | $ (4,633) | $ 4,719 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | |
Segment Reporting [Abstract] | ||
Number of reporting segments | segment | 2 | |
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | $ 886,293 | $ 807,271 |
Profit from operations | 147,678 | 121,626 |
Amortization of intangible assets | (35,069) | (40,258) |
Restructuring and other charges, net | (3,766) | (11,050) |
Interest expense, net | (38,429) | (40,277) |
Other, net | (4,633) | 4,719 |
Income before taxes | 104,616 | 86,068 |
Performance Sensing | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 662,829 | |
Sensing Solutions | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 223,464 | |
Operating segments | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 886,293 | 807,271 |
Profit from operations | 241,294 | 219,174 |
Operating segments | Performance Sensing | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 662,829 | 600,143 |
Profit from operations | 169,410 | 151,736 |
Operating segments | Sensing Solutions | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Net revenue | 223,464 | 207,128 |
Profit from operations | 71,884 | 67,438 |
Corporate and other | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Profit from operations | (54,781) | (46,240) |
Segment reconciling items | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Amortization of intangible assets | (35,069) | (40,258) |
Restructuring and other charges, net | $ (3,766) | $ (11,050) |
Net Income per Share - Schedule
Net Income per Share - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Basic weighted-average ordinary shares outstanding (in shares) | 171,404 | 170,947 |
Dilutive effect of stock options (in shares) | 926 | 567 |
Dilutive effect of unvested restricted securities (in shares) | 526 | 391 |
Diluted weighted-average ordinary shares outstanding (in shares) | 172,856 | 171,905 |
Net Income per Share - Schedu60
Net Income per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
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) | 709 | 1,280 |
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) | 787 | 517 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 886,293 | $ 807,271 |
Performance Sensing | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 662,829 | |
Sensing Solutions | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 223,464 | |
Automotive | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 543,649 | |
Automotive | Performance Sensing | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 529,793 | |
Automotive | Sensing Solutions | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 13,856 | |
HVOR | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 133,036 | |
HVOR | Performance Sensing | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 133,036 | |
HVOR | Sensing Solutions | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 0 | |
Appliance and HVAC | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 54,317 | |
Appliance and HVAC | Performance Sensing | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 0 | |
Appliance and HVAC | Sensing Solutions | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 54,317 | |
Industrial | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 82,385 | |
Industrial | Performance Sensing | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 0 | |
Industrial | Sensing Solutions | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 82,385 | |
Aerospace | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 41,706 | |
Aerospace | Performance Sensing | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 0 | |
Aerospace | Sensing Solutions | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 41,706 | |
Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 31,200 | |
Other | Performance Sensing | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 0 | |
Other | Sensing Solutions | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 31,200 |