Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 07, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34652 | ||
Entity Registrant Name | SENSATA TECHNOLOGIES HOLDING PLC | ||
Entity Incorporation, State or Country Code | X0 | ||
Entity Tax Identification Number | 98-1386780 | ||
Entity Address, Address Line One | 529 Pleasant Street | ||
Entity Address, City or Town | Attleboro | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02703 | ||
Entity Address, Country | US | ||
City Area Code | 508 | ||
Local Phone Number | 236 3800 | ||
Title of 12(b) Security | Ordinary Shares - nominal value €0.01 per share | ||
Trading Symbol | ST | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6.8 | ||
Entity Common Stock, Shares Outstanding | 150,469,879 | ||
Documents Incorporated by Reference | Part III of this Report incorporates information from certain portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of the end of the registrant's fiscal year ended December 31, 2023. | ||
Entity Central Index Key | 0001477294 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 34 | 42 |
Auditor Name | Deloitte & Touche LLP | Ernst & Young LLP |
Auditor Location | Boston, Massachusetts | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 508,104 | $ 1,225,518 |
Accounts receivable, net of allowances of $28,980 and $24,246 as of December 31, 2023 and 2022, respectively | 744,129 | 742,382 |
Inventories | 713,485 | 644,875 |
Prepaid expenses and other current assets | 136,686 | 162,268 |
Total current assets | 2,102,404 | 2,775,043 |
Property, plant and equipment, net | 886,010 | 840,819 |
Goodwill | 3,542,770 | 3,911,224 |
Other intangible assets, net | 883,671 | 999,722 |
Deferred income tax assets | 131,527 | 100,539 |
Other assets | 134,605 | 128,873 |
Total assets | 7,680,987 | 8,756,220 |
Current liabilities: | ||
Current portion of long-term debt and finance lease obligations | 2,276 | 256,471 |
Accounts payable | 482,301 | 531,572 |
Income taxes payable | 32,139 | 43,987 |
Accrued expenses and other current liabilities | 307,002 | 346,942 |
Total current liabilities | 823,718 | 1,178,972 |
Deferred income tax liabilities | 359,073 | 364,593 |
Pension and other post-retirement benefit obligations | 38,178 | 36,086 |
Finance lease obligations, less current portion | 22,949 | 24,742 |
Long-term debt, net | 3,373,988 | 3,958,928 |
Other long-term liabilities | 66,805 | 82,092 |
Total liabilities | 4,684,711 | 5,645,413 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity: | ||
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized and 175,832 and 175,207 shares issued as of December 31, 2023 and 2022, respectively | 2,249 | 2,242 |
Treasury shares, at cost, 25,090 and 22,781 shares as of December 31, 2023 and 2022, respectively | (1,213,160) | (1,124,713) |
Additional paid-in capital | 1,901,621 | 1,866,201 |
Retained earnings | 2,295,604 | 2,383,341 |
Accumulated other comprehensive income/(loss) | 9,962 | (16,264) |
Total shareholders’ equity | 2,996,276 | 3,110,807 |
Total liabilities and shareholders' equity | $ 7,680,987 | $ 8,756,220 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 € / shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 € / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for doubtful accounts receivable, current | $ | $ 28,980 | $ 24,246 | ||
Ordinary shares nominal value per share (in euros per share) | € / shares | € 0.01 | € 0.01 | ||
Ordinary shares authorized (in shares) | 177,069,000 | 177,069,000 | ||
Ordinary shares issued (in shares) | 175,832,000 | 175,207,000 | ||
Treasury shares (in shares) | 25,090,000 | 22,781,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net revenue | $ 4,054,083 | $ 4,029,262 | $ 3,820,806 |
Operating costs and expenses: | |||
Cost of revenue | 2,792,825 | 2,712,048 | 2,542,434 |
Research and development | 178,867 | 189,344 | 159,072 |
Selling, general and administrative | 350,655 | 370,644 | 336,989 |
Amortization of intangible assets | 173,860 | 153,787 | 134,129 |
Goodwill impairment charge | 321,700 | 0 | 0 |
Restructuring and other charges, net | 54,500 | (66,700) | 14,942 |
Total operating costs and expenses | 3,872,407 | 3,359,123 | 3,187,566 |
Operating income | 181,676 | 670,139 | 633,240 |
Interest expense | (182,184) | (195,565) | (182,582) |
Interest income | 31,324 | 16,746 | 3,291 |
Other, net | (12,974) | (94,618) | (40,032) |
Income before taxes | 17,842 | 396,702 | 413,917 |
Provision for income taxes | 21,751 | 86,017 | 50,337 |
Net (loss)/income | $ (3,909) | $ 310,685 | $ 363,580 |
Basic net (loss)/income per share (in dollars per share) | $ (0.03) | $ 2 | $ 2.30 |
Diluted net (loss)/income per share (in dollars per share) | $ (0.03) | $ 1.99 | $ 2.28 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss)/income | $ (3,909) | $ 310,685 | $ 363,580 |
Other comprehensive income, net of tax: | |||
Cash flow hedges | 1,848 | (1,166) | 23,564 |
Defined benefit and retiree healthcare plans | 3,430 | 4,462 | 6,411 |
Cumulative translation adjustment | 20,948 | 0 | 0 |
Other comprehensive income | 26,226 | 3,296 | 29,975 |
Comprehensive income | $ 22,317 | $ 313,981 | $ 393,555 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net (loss)/income | $ (3,909) | $ 310,685 | $ 363,580 |
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: | |||
Depreciation | 133,105 | 127,184 | 124,959 |
Amortization of debt issuance costs | 6,772 | 6,969 | 6,858 |
Goodwill impairment charge | 321,700 | 0 | 0 |
Gain on sale of business | (5,877) | (135,112) | 0 |
Share-based compensation | 29,994 | 31,791 | 25,663 |
Loss on extinguishment of debt | 1,413 | 5,468 | 30,066 |
Amortization of intangible assets | 173,860 | 153,787 | 134,129 |
Deferred income taxes | (54,159) | (781) | (5,270) |
Loss on equity investments, net | 711 | 75,569 | 0 |
Unrealized loss on derivative instruments and other | 35,986 | 34,309 | 13,837 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | |||
Accounts receivable, net | 2,861 | (108,992) | (48,106) |
Inventories | (70,155) | (44,362) | (119,961) |
Prepaid expenses and other current assets | 13,943 | (16,961) | 6,624 |
Accounts payable and accrued expenses | (80,712) | 40,930 | 35,333 |
Income taxes payable | (12,119) | 17,490 | 8,602 |
Other | (14,119) | (13,881) | (6,533) |
Acquisition-related compensation payments | (22,620) | (23,500) | (15,630) |
Net cash provided by operating activities | 456,675 | 460,593 | 554,151 |
Cash flows from investing activities: | |||
Acquisitions, net of cash received | 0 | (631,516) | (736,077) |
Additions to property, plant and equipment and capitalized software | (184,609) | (150,064) | (144,403) |
Investment in debt and equity securities | (390) | (7,983) | (5,533) |
Proceeds from sale of business, net of cash sold | 19,000 | 198,841 | 0 |
Other | 994 | 152 | 3,919 |
Net cash used in investing activities | (165,005) | (590,570) | (882,094) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options and issuance of ordinary shares | 5,346 | 22,803 | 26,290 |
Payment of employee restricted stock tax withholdings | (12,280) | (8,525) | (9,048) |
Proceeds from borrowings on debt | 0 | 500,000 | 1,001,875 |
Payments on debt | (848,897) | (510,701) | (763,263) |
Dividends paid | (71,543) | (51,072) | 0 |
Payments to repurchase ordinary shares | (88,398) | (292,274) | (47,843) |
Payments of debt financing costs | (787) | (13,691) | (33,093) |
Net cash (used in)/provided by financing activities | (1,016,559) | (353,460) | 174,918 |
Effect of exchange rate changes on cash and cash equivalents | 7,475 | 0 | 0 |
Net change in cash and cash equivalents | (717,414) | (483,437) | (153,025) |
Cash and cash equivalents, beginning of year | 1,225,518 | 1,708,955 | 1,861,980 |
Cash and cash equivalents, end of year | 508,104 | 1,225,518 | 1,708,955 |
Supplemental cash flow items: | |||
Cash paid for interest | 187,236 | 188,533 | 188,857 |
Cash paid for income taxes | $ 95,473 | $ 68,768 | $ 66,642 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/Income |
Ordinary Shares, beginning balance (in shares) at Dec. 31, 2020 | 173,266,000 | |||||
Treasury Shares, beginning balance (in shares) at Dec. 31, 2020 | (15,631,000) | |||||
Beginning balance at Dec. 31, 2020 | $ 2,705,486 | $ 2,220 | $ (784,596) | $ 1,759,668 | $ 1,777,729 | $ (49,535) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Surrender of shares for tax withholding (in shares) | (155,000) | |||||
Surrender of shares for tax withholding | (9,048) | $ (9,048) | ||||
Stock options exercised (in shares) | 707,000 | |||||
Stock options exercised | 26,921 | $ 8 | 26,913 | |||
Vesting of restricted securities (in shares) | 469,000 | |||||
Vesting of restricted securities | 0 | $ 6 | (6) | |||
Repurchase of ordinary shares (in shares) | (807,000) | |||||
Repurchase of ordinary shares | (47,843) | $ (47,843) | ||||
Retirement of ordinary shares (in shares) | (155,000) | (155,000) | ||||
Retirement of ordinary shares | 0 | $ (2) | $ 9,048 | (9,046) | ||
Share-based compensation | 25,663 | 25,663 | ||||
Net (loss)/income | 363,580 | 363,580 | ||||
Other comprehensive income | 29,975 | 29,975 | ||||
Ordinary Shares, ending balance (in shares) at Dec. 31, 2021 | 174,287,000 | |||||
Treasury Shares, ending balance (in shares) at Dec. 31, 2021 | (16,438,000) | |||||
Ending balance at Dec. 31, 2021 | 3,094,734 | $ 2,232 | $ (832,439) | 1,812,244 | 2,132,257 | (19,560) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Surrender of shares for tax withholding (in shares) | (174,000) | |||||
Surrender of shares for tax withholding | (8,525) | $ (8,525) | ||||
Stock options exercised (in shares) | 572,000 | |||||
Stock options exercised | 22,172 | $ 6 | 22,166 | |||
Vesting of restricted securities (in shares) | 522,000 | |||||
Vesting of restricted securities | 0 | $ 6 | (6) | |||
Cash dividends paid | (51,072) | (51,072) | ||||
Repurchase of ordinary shares (in shares) | (6,343,000) | |||||
Repurchase of ordinary shares | (292,274) | $ (292,274) | ||||
Retirement of ordinary shares (in shares) | (174,000) | (174,000) | ||||
Retirement of ordinary shares | 0 | $ (2) | $ 8,525 | (8,523) | ||
Share-based compensation | 31,791 | 31,791 | ||||
Net (loss)/income | 310,685 | 310,685 | ||||
Other comprehensive income | $ 3,296 | 3,296 | ||||
Ordinary Shares, ending balance (in shares) at Dec. 31, 2022 | 175,207,000 | 175,207,000 | ||||
Treasury Shares, ending balance (in shares) at Dec. 31, 2022 | (22,781,000) | (22,781,000) | ||||
Ending balance at Dec. 31, 2022 | $ 3,110,807 | $ 2,242 | $ (1,124,713) | 1,866,201 | 2,383,341 | (16,264) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Surrender of shares for tax withholding (in shares) | (253,000) | |||||
Surrender of shares for tax withholding | $ (12,280) | $ (12,280) | ||||
Stock options exercised (in shares) | 158,000 | 158,000 | ||||
Stock options exercised | $ 5,428 | $ 2 | 5,426 | |||
Vesting of restricted securities (in shares) | 720,000 | |||||
Vesting of restricted securities | 0 | $ 8 | (8) | |||
Cash dividends paid | (71,543) | (71,543) | ||||
Repurchase of ordinary shares (in shares) | (2,309,000) | |||||
Repurchase of ordinary shares | (88,447) | $ (88,447) | ||||
Retirement of ordinary shares (in shares) | (253,000) | (253,000) | ||||
Retirement of ordinary shares | 0 | $ (3) | $ 12,280 | (12,277) | ||
Share-based compensation | 29,994 | 29,994 | ||||
Net (loss)/income | (3,909) | (3,909) | ||||
Other comprehensive income | $ 26,226 | 26,226 | ||||
Ordinary Shares, ending balance (in shares) at Dec. 31, 2023 | 175,832,000 | 175,832,000 | ||||
Treasury Shares, ending balance (in shares) at Dec. 31, 2023 | (25,090,000) | (25,090,000) | ||||
Ending balance at Dec. 31, 2023 | $ 2,996,276 | $ 2,249 | $ (1,213,160) | $ 1,901,621 | $ 2,295,604 | $ 9,962 |
Business Description and Basis
Business Description and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
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 audited consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc ("Sensata plc"), a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," and "us." We are a global industrial technology company that develops, manufactures, and sells sensors and sensor-rich solutions, electrical protection components and systems, and other products. Our sensors are used by our customers to translate a physical parameter, such as pressure, temperature, position, or location of an object, into electronic signals that our customers’ products and solutions can act upon. Our electrical protection portfolio (which includes both components and systems) is comprised of various switches, fuses, battery management systems, inverters, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety. Other products and services we provide include vehicle area networks and data collection devices and software, battery storage systems, and power conversion systems, the latter of which include inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications. Sensata plc conducts its operations through subsidiary companies that operate business and product development centers primarily in Belgium, Bulgaria, China, Denmark, India, Japan, Lithuania, the Netherlands, South Korea, the United Kingdom (the "U.K."), and the United States (the "U.S."); and manufacturing operations primarily in Bulgaria, China, Malaysia, Mexico, the U.K., and the U.S. We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. Refer to Note 20: Segment Reporting for additional information related to each of our segments. Effective February 1, 2024, we combined our Automotive and Heavy vehicle and off-road ("HVOR") businesses to better leverage core capabilities and prioritize product focus into one business, Vehicles, under the Performance Sensing reportable segment. The Sensing Solutions reportable segment will benefit from organizing our predominantly shorter-cycle businesses together, by allowing us to scale core capabilities and better serve our customers. We are still evaluating what impact this reorganization will have on our reportable segments, operating segments, and reporting units in the first quarter of 2024. Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity. In the year ended December 31, 2023, we presented interest income on the consolidated statements of operations separate from interest expense. Previously, interest income had been included in interest expense, net. Accordingly, we reclassified interest income to a separate caption in each of the years ended December 31, 2022 and 2021 in the consolidated statements of operations to conform to current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise our judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingencies at the date of the financial statements, and the reported amounts of net revenue and expense during the reporting periods. Estimates are used when accounting for certain items such as: allowance for doubtful accounts and sales returns; inventory obsolescence; asset impairments (including goodwill and other intangible assets); contingencies; the value of certain equity awards and the measurement of share-based compensation; the determination of accrued expenses; certain asset valuations; accounting for income taxes; the useful lives of plant and equipment; measurement of our post-retirement benefit obligations; and with respect to business combinations, valuation of contingent consideration and the identification, valuation, and determination of useful lives of acquired identifiable intangible assets. The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results could differ from those estimates. Revenue Recognition We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. In order to achieve this, we use the five-step model outlined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers . This five-step model requires us to identify the contract with the customer, identify the performance obligation(s) in the contract, determine the transaction price, allocate the transaction price to the performance obligation(s), and recognize revenue when (or as) we satisfy the performance obligation(s). The vast majority of our contracts (as defined in FASB ASC Topic 606) are customer purchase orders that require us to transfer specified quantities of tangible products to our customers. These performance obligations are generally satisfied within a short period of time. Amounts billed to our customers for shipping and handling after control has transferred are recognized as revenue and the related costs that we incur are presented in cost of revenue. In determining the transaction price, we evaluate whether the consideration promised in the contract includes a variable amount and, if applicable, we include in the transaction price some or all of an amount of variable consideration only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may be explicitly stated in the contract or implied based on our customary practices. Examples of variable consideration present in our contracts include rights of return, in the case of a defective or non-conforming product, and trade discounts, including early payment discounts and retrospective volume discounts. Such variable consideration has not historically been material in relation to our net revenue. Our contract terms generally require the customer to make payment shortly (that is, less than one year) after the shipment date. In such instances, we do not consider the effects of a significant financing component in determining the transaction price. Lastly, we exclude from our determination of the transaction price value-added tax and other similar taxes. Our performance obligations are satisfied, and revenue is recognized, when control of the product is transferred to the customer. The transfer of control generally occurs at the point in time the product is shipped from our warehouse or, less often, at the point in time it is received by the customer, depending on the specific terms of the arrangement. Many of our products are designed and engineered to meet customer specifications. These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to customers. However, in certain cases, pre-production activities are a performance obligation in a customer purchase order, and revenue is recognized when the performance obligation is satisfied. Customer arrangements rarely involve post-installation or post-sale testing and acceptance. Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which is not considered a distinct performance obligation in accordance with FASB ASC Topic 606. Depending on the product, we generally provide such warranties for a period of three years after the date we ship the product to our original equipment manufacturer customers or for a period of twelve months after the date the customer resells our product to the end consumer, whichever comes first. 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 do not generally offer separately priced extended warranty or product maintenance contracts. 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. Refer to Note 3: Revenue Recognition for additional information related to the net revenue recognized in the consolidated statements of operations. Share-Based Compensation We measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted securities, and recognize as compensation expense that fair value over the requisite service period in accordance with FASB ASC Topic 718, Compensation—Stock Compensation . Share-based compensation expense is generally recognized as a component of selling, general and administrative ("SG&A") expense, which is consistent with where the related employee costs are presented, however, such costs, or a portion thereof, may be capitalized provided certain criteria are met. Share-based awards may be subject to either cliff vesting (i.e., the entire award vests on a particular date) or graded vesting (i.e., portions of the award vest at different points in time). In accordance with FASB ASC Topic 718, compensation expense associated with share-based awards subject to cliff vesting must be recognized on a straight-line basis. For awards without performance conditions that are subject to graded vesting, companies have the option to recognize compensation expense either on a straight-line or accelerated basis. We have elected to recognize compensation expense for these awards on a straight-line basis. However, awards that are subject to both graded vesting and performance conditions must be expensed on an accelerated basis. We grant restricted securities for which vesting is contingent only upon service conditions, those that are also subject to performance conditions, and, beginning in fiscal year 2023, those that are subject to conditions based on the attainment of certain market criteria relative to peer companies (the latter referred to as "Market PRSUs"). The fair value of Market PRSUs is estimated at grant date using a Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility, dividend rate, and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. All other restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange (the "NYSE") on the grant date. Certain of our restricted securities include performance conditions, which require us to estimate the probable outcome of the performance condition. Compensation expense is recognized if it is probable that the performance condition will be achieved. We elect to recognize share-based compensation expense net of estimated forfeitures as permitted by FASB ASC Topic 718. Accordingly, we only recognize compensation expense for those awards expected to vest over the requisite service period. Compensation expense recognized for each award ultimately reflects the number of units that actually vest. Refer to Note 4: Share-Based Payment Plans for additional information related to share-based compensation. Financial Instruments Our material financial instruments include derivative instruments, debt instruments, equity investments, trade accounts receivable, and trade accounts payable. Derivative financial instruments We account for derivative financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement and FASB ASC Topic 815, Derivatives and Hedging . In accordance with FASB ASC Topic 815, we recognize all derivatives on the balance sheet at fair value. The fair value of our derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected net cash flows of each instrument. These analyses utilize observable market-based inputs, including foreign currency exchange rates and commodity forward curves, and reflect the contractual terms of these instruments, including the period to maturity. Derivative instruments that are designated and qualify as hedges of the exposure to changes in the fair value of an asset, liability, or commitment, and that are attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments that are designated and qualify as hedges of the exposure to variability in expected future cash flows are considered cash flow hedges. Derivative instruments may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Currently, all of our derivative instruments that are designated as accounting hedges are cash flow hedges. We also hold derivative instruments that are not designated as accounting hedges. The accounting for changes in the fair value of our cash flow hedges depends on whether we have elected to designate the derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In accordance with FASB ASC Topic 815, both the effective and ineffective portions of changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other comprehensive income/(loss) and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Changes in the fair value of derivative instruments that are not designated as accounting hedges are recognized immediately in other, net. Refer to Note 16: Shareholders' Equity and Note 19: Derivative Instruments and Hedging Activities for additional information related to the reclassification of amounts from accumulated other comprehensive income/(loss) into earnings. We present the cash flows arising from our derivative financial instruments in a manner consistent with the presentation of cash flows that relate to the underlying hedged items. We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. We do not offset the fair value amounts recognized for derivative instruments against fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral. We maintain derivative instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer. We believe there are no significant concentrations of risk associated with our derivative instruments. Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to our derivative instruments. Debt Instruments A premium or discount on a debt instrument is recognized on the balance sheet as an adjustment to the carrying value of the debt liability. In general, amounts paid to creditors are considered a reduction in the proceeds received from the issuance of the debt and are accounted for as a component of the premium or discount on the issuance, not as an issuance cost. Direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs, and underwriters' fees, among others, paid to parties other than creditors, are also reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of interest expense in the consolidated statements of operations. In accounting for debt financing transactions, we apply the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments . Our evaluation of the accounting under FASB ASC Subtopic 470-50 is done on a creditor-by-creditor basis in order to determine if the terms of the debt are substantially different and, as a result, whether to apply modification or extinguishment accounting. In the event that an individual holder of existing debt did not invest in new debt, we apply extinguishment accounting. Borrowings associated with individual holders of new debt that are not holders of existing debt are accounted for as new issuances. Refer to Note 14: Debt for additional information related to our debt instruments and transactions. Equity Investments We measure equity investments (other than 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 prescribed in FASB ASC Topic 321, Investments - Equity Securities . 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. Refer to Note 18: Fair Value Measures for additional information related to our measurement of equity investments. Trade accounts receivable Trade accounts receivable are recognized at invoiced amounts and do not bear interest. Trade accounts receivable are reduced by an allowance for losses on receivables. Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers. We estimate an allowance for credit losses on trade accounts receivable at an amount that represents our estimated expected credit losses over the lifetime of our receivables. Our contract terms generally require the customer to make payment shortly after (that is, less than one year) the shipment date. For each of the years ended December 31, 2023, 2022, and 2021, our largest customer accounted for approximately 6% of our net revenue. Trade accounts payable Trade accounts payable represent liabilities for products provided to us by suppliers prior to the end of the financial year that are unpaid. Trade accounts payable represent short term liabilities as they are due within one year. They are recognized at invoiced amounts and do not bear interest. Allowance for Losses on Receivables The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of the related transaction price recognized as revenue in accordance with FASB ASC Topic 606. The allowance represents an estimate of expected credit losses over the lifetime of our receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written-off. We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience. We consider the need to adjust historical information to reflect the extent to which we expect current conditions and reasonable forecasts to differ from the conditions that existed for the historical period considered. The allowance for losses on receivables also includes an allowance for sales returns (variable consideration). Management judgments are used to determine when to charge off uncollectible trade accounts receivable. We base these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability and intent to pay. Customers are generally not required to provide collateral for purchases. Losses on receivables have not historically been significant. Goodwill and Other Intangible Assets Businesses acquired are recognized at their fair value on the date of acquisition, with the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed recognized as goodwill. Intangible assets acquired may include either definite-lived or indefinite-lived intangible assets, or both. In accordance with the guidance in FASB ASC Topic 350, Intangibles—Goodwill and Other , goodwill and intangible assets determined to have an indefinite useful life are not amortized. Instead, these assets are evaluated for impairment on an annual basis and whenever events or business conditions change that could indicate that the asset is impaired. We evaluate goodwill and indefinite-lived intangible assets for impairment in the fourth quarter of each fiscal year, unless events occur which trigger the need for an earlier impairment review. Goodwill Our reporting units have been identified based on the definitions and guidance provided in FASB ASC Topic 350. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. Some assets and liabilities relate to the operations of multiple reporting units. We allocate these assets and liabilities to the related reporting units based on methods that we believe are reasonable and supportable. We apply that allocation method on a consistent basis from year to year. Other assets and liabilities, such as debt, cash and cash equivalents, and property, plant and equipment ("PP&E") associated with our corporate offices, are viewed as being corporate in nature. Accordingly, we do not assign these assets and liabilities to our reporting units. In the event we reorganize our business, we reassign the assets (including goodwill) and liabilities among the affected reporting units using a reasonable and supportable methodology. As businesses are acquired, we assign assets acquired (including goodwill) and liabilities assumed to a new or existing reporting unit as of the date of the acquisition. In the event a disposal group meets the definition of a business, goodwill is allocated to the disposal group based on the relative fair value of the disposal group to the retained portion of the related reporting unit. We have the option to first assess qualitative factors to determine whether a quantitative goodwill impairment analysis must be performed. The objective of a qualitative goodwill impairment analysis is to assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. We make this assessment based on macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant factors as applicable. If we elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we prepare a discounted cash flow analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, we recognize an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB ASC Topic 350. Indefinite-lived intangible assets Similar to goodwill, we perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment analysis in which we estimate the fair value of the indefinite-lived intangible asset and compare that amount to its carrying value. In this analysis, we estimate the fair value by using the relief-from-royalty method, in which we make assumptions about future conditions impacting the fair value of our indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, and royalty rates. Impairment, if any, is based on the excess of the carrying value over the fair value of these assets. Definite-lived intangible assets Acquisition-related definite-lived intangible assets are amortized on an economic-benefit basis according to the useful lives of the assets, or on a straight-line basis if a pattern of economic benefits cannot be reliably determined. Capitalized software and capitalized software licenses are presented on the consolidated balance sheets as intangible assets. Capitalized software licenses are amortized on a straight-line basis over the lesser of the term of the license or the estimated useful life of the software. Capitalized software is amortized on a straight-line basis over its estimated useful life. Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our definite-lived intangible assets are impaired. If we determine that such facts or circumstances exist, we estimate the recoverability of the related asset or asset group (at the lowest level of identifiable cash flows) by comparing the projected undiscounted net cash flows associated with this asset or asset group to its carrying value. If the sum of the projected undiscounted net cash flows is less than the carrying value of an asset or asset group, the impairment charge is measured as the excess of the carrying value over the fair value of that asset or asset group. We determine fair value by using the appropriate income approach valuation methodology, depending on the nature of the definite-lived intangible asset. Refer to Note 11: Goodwill and Other Intangible Assets, Net for additional information related to our goodwill and other intangible assets. Income Taxes We estimate our provision for (or benefit from) income taxes in each of the jurisdictions in which we operate. The provision for (or benefit from) income taxes includes both our current and deferred tax expense. Our deferred tax expense is measured using the asset and liability method, under which deferred income taxes are recognized to reflect the future tax consequences of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. As a result, we maintain valuation allowances against the deferred tax assets in jurisdictions that have incurred losses in recent periods and in which it is more likely than not that such deferred tax assets will not be utilized in the foreseeable future. In accordance with FASB ASC Topic 740, Income Taxes , we record uncertain tax positions on the basis of a two-step process. First, we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position. Second, for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating whether our tax positions meet this two-step process. The more-likely- than-not recognition threshold must be met in each reporting period to support continued recognition of any tax benefits claimed, both in the current year, as well as any year which remains open for review by the relevant tax authority at the balance sheet date. Penalties and interest related to uncertain tax positions may be classified as either income taxes or another expense line item in the consolidated statements of operations. We classify interest and penalties related to uncertain tax positions within the provision for (or benefit from) income taxes line of the consolidated statements of operations. Refer to Note 7: Income Taxes for additional information related to our income taxes. Pension and Other Post-Retirement Benefits We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries. The funded status of pension and other post-retirement benefit plans, recognized on our consolidated balance sheets as an asset, current liability, or long-term liability, is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date. Benefit obligations represent the actuarial present value of all benefits attributed by the pension formula as of the measurement date to employee service rendered before that date. The value of benefit obligations takes into consideration various financial assumptions, including assumed discount rate and the rate of increase in healthcare costs, and demographic assumptions, including compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these assumptions annually. The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants. It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements. In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effects of call provisions and differences in the timing and amounts of cash outflows related to the bonds. In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates. The expected return on plan assets reflects the average rate of earnings expected on the funds invested to provide for the benefits included in the projected benefit obligation. To determine the expected return on plan assets, we use the fair value of plan assets and consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds. Changes to benefit obligations may also be initiated by a settlement or curtailment. A settlement of a defined benefit obligation is an irrevocable transaction that relieves us (or the plan) of primary responsibility for the defined benefit obligation and eliminates significant risks related to the obligation and the assets used to carry out the settlement. The settlement of all or more than a minor portion of the pension obligation constitutes an event that requires recognition of all or part of the net actuarial gains or losses deferred in accumulated other comprehensive income/(loss). Our policy is to apply settlement accounting to the extent our year-to date settlements for a given plan exceed the sum of our forecasted full year service cost and interest cost for that particular plan. A curtailment is an event that significantly reduces the expected years of service of active employees or eliminates for a significant number of employees the accrual of defined benefits for some or all of their future service. The curtailment accounting provisions are applied on a plan-by-plan basis. The total gain or loss resulting from a curtailment is the sum of two distinct elements: (1) prior service cost write-off and (2) curtailment gain or loss. Our policy is that a curtailment event represents one for which we expect a 10% (or greater) reduction in future years of service or an elimination of the accrual of defined benefits for some or all of the future services of 10% (or greater) of the plan's participants. Contributions made to pension and other post-retirement benefit plans are presented as a component of operating cash flows within the consolidated statements of cash flows. We present the service cost component of net periodic benefit cost in the cost of revenue, research and development ("R&D"), and SG&A expense line items, and we present the non–service components of net periodic benefit cost in other, net. Refer to Note 13: Pension and Other Post-Retirement Benefits for additional information related to our pension and other post-retirement benefit plans. Inventories Inventories are stated at the lower of cost or estimated net realizable value. The cost of raw materials, work-in-process, and finished goods is determined based on a first-in, first-out basis and includes material, labor, and applicable manufacturing overhead. We conduct quarterly inventory reviews for salability and obsolescence, and inventories considered unlikely to be sold are adjusted to net realizable value. Refer to Note 9: Inventories for additional information related to our inventory balances. Leases We account for leases in accordance with the guidance in FASB ASC Topic 842, Leases . We enter into lease agreements for many of our facilities around the world. We occupy leased facilities with initial terms ranging up to 20 years. Our lease agreements frequently include options to renew for additional periods or to purch |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. The vast majority of our revenue is derived from the sale of tangible products whereby (1) control of the product transfers to the customer at a point in time, (2) we recognize revenue at a point in time, and (3) the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time. Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials. We do not generally offer separately priced extended warranty or product maintenance contracts. Refer to Note 2: Significant Accounting Policies for additional information. We have elected to apply certain practical expedients that allow for more limited disclosures than those that would otherwise be required by FASB ASC Topic 606, including (1) the disclosure of transaction price allocated to the remaining unsatisfied performance obligations at the end of the period and (2) an explanation of when we expect to recognize the related revenue. We believe that our end markets are the categories that best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following table presents net revenue disaggregated by segment and end market for the years ended December 31, 2023, 2022, and 2021: Performance Sensing Sensing Solutions Total For the year ended December 31, For the year ended December 31, For the year ended December 31, 2023 2022 2021 2023 2022 2021 2023 2022 2021 Net revenue: Automotive $ 2,139,306 $ 2,071,879 $ 2,018,056 $ 37,883 $ 35,772 $ 44,351 $ 2,177,189 $ 2,107,651 $ 2,062,407 HVOR (1) 863,422 848,514 783,170 — — — 863,422 848,514 783,170 Industrial (1) — — — 597,502 581,806 460,567 597,502 581,806 460,567 Appliance and HVAC (2) — — — 186,729 218,115 243,938 186,729 218,115 243,938 Aerospace — — — 188,179 152,880 134,735 188,179 152,880 134,735 Other — — — 41,062 120,296 135,989 41,062 120,296 135,989 Net revenue $ 3,002,728 $ 2,920,393 $ 2,801,226 $ 1,051,355 $ 1,108,869 $ 1,019,580 $ 4,054,083 $ 4,029,262 $ 3,820,806 __________________________ (1) Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting. The amounts previously reported in the tables above for the years ended December 31, 2022 and 2021 have been retrospectively recast to reflect this change. (2) Heating, ventilation, and air conditioning Refer to Note 20: Segment Reporting for a presentation of net revenue disaggregated by product category and geographic region. Contract Assets and Liabilities |
Share-Based Payment Plans
Share-Based Payment Plans | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Plans | Share-Based Payment Plans At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan"). The 2021 Equity Plan is substantially similar to the 2010 Equity Plan with some updates based on changes in law and current practices. The purpose of the 2021 Equity Plan is to promote the long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success. All awards granted subsequent to this approval were made under the 2021 Equity Plan. The 2010 Equity Plan was terminated as to the grant of any additional awards, but prior awards remain outstanding in accordance with their terms. As of December 31, 2023, there were 4.6 million ordinary shares available for grants of awards under the 2021 Equity Plan. Refer to Note 2: Significant Accounting Policies for additional information related to our share-based compensation accounting policies. Share-Based Compensation Awards We grant restricted stock unit ("RSU") and performance-based restricted stock unit ("PRSU") awards. We also have stock option awards outstanding, but we have not granted such awards since the year ended December 31, 2019. Throughout this Annual Report on Form 10-K, RSU and PRSU awards are often referred to collectively as "restricted securities." For option and RSU awards, vesting is typically only subject to service conditions, although they include continued vesting provisions for retirement-eligible employees. For PRSU awards, vesting is also subject to service conditions, however the number of awarded units that ultimately vest also depends on the attainment of certain predefined performance criteria. In the year ended December 31, 2023, we began granting certain Market PRSUs with market performance conditions. These PRSUs are valued using the Monte Carlo simulation. Refer to Note 2: Significant Accounting Policies for additional information. Options A summary of stock option activity for the year ended December 31, 2023 is presented in the table below: Number of Options (thousands) Weighted-Average Weighted-Average Aggregate Balance as of December 31, 2022 1,527 $ 44.55 3.3 $ 1,802 Forfeited or expired (102) $ 47.66 Exercised (158) $ 34.31 Balance as of December 31, 2023 1,267 $ 45.58 2.6 $ 0 Options vested and exercisable as of December 31, 2023 1,267 $ 45.58 2.6 $ 0 Vested and expected to vest as of December 31, 2023 1,267 $ 45.58 2.6 $ 0 Aggregate intrinsic value of options exercised in the years ended December 31, 2023, 2022, and 2021 was $1.7 million, $8.3 million and $14.3 million, respectively. Option awards granted to employees generally vest 25% per year over four years from the grant date. We recognize compensation expense for options on a straight-line basis over the requisite service period, which is generally the same as the vesting period. The options generally expire ten years from the date of grant. For options granted prior to April 2019, except as otherwise provided in specific option award agreements, if a participant ceases to be employed by us, options not yet vested generally expire and are forfeited at the termination date, and options that are fully vested generally expire 90 days after termination of the participant’s employment. Exclusions to the general policy for terminated employees include termination for cause (in which case the options expire on the participant’s termination date) and termination due to death or disability (in which case any unvested options shall immediately vest and expire one year after the participant’s termination date). For options granted in or after April 2019, the same terms apply, except that in the event of termination due to a qualified retirement, options not yet vested will continue to vest and will expire ten years from the grant date. Restricted Securities We grant RSU awards that vest one-third on the annual anniversary of the grant for three years and PRSU awards that cliff vest three years after the grant date. In the event of a qualifying termination, any unvested restricted securities that would have otherwise vested within the next six months vest in full on the termination date, and in the event of termination by reason of a covered retirement, any unvested restricted securities remain outstanding on the termination date and subject to continued vesting. For PRSU awards, the number of units that ultimately vest depends on the extent to which certain performance criteria, described in the table below, are met. A summary of restricted securities granted in the years ended December 31, 2023, 2022, and 2021 is presented below: Percentage Range of Units That May Vest (1) 0.0% to 150.0% 0.0% to 172.5% 0.0% to 200.0% (Awards in thousands) RSU Awards Granted Weighted-Average Market PRSU Awards Granted (2) Weighted-Average PRSU Awards Granted Weighted-Average PRSU Awards Granted Weighted-Average 2023 599 $ 48.68 198 $ 52.72 — $ — 150 $ 49.15 2022 618 $ 49.68 — $ — 231 $ 50.12 194 $ 48.33 2021 413 $ 58.29 — $ — 170 $ 58.56 76 $ 57.04 __________________________ (1) Represents the percentage range of PRSU award units granted that may vest according to the terms of the awards. The amounts presented within this table do not reflect our current assessment of the probable outcome of vesting based on the achievement or expected achievement of performance conditions. (2) Approximately 50 percent of these awards represent Market PRSUs that will be evaluated relative to the performance of certain peers as defined in the award agreement. The number of units that ultimately vest (in April 2026 and July 2026) will be from 0% to 150%, depending on achievement of these performance criteria. The fair value of Market PRSUs was estimated on the date of grant (April 1, 2023) using a Monte Carlo simulation pricing model. See Note 2: Significant Accounting Policies for further discussion of this model and key assumptions and inputs. The key assumptions used in estimating the grant-date fair value of Market PRSUs for the year ended December 31, 2023 are presented in the table below: For the year ended December 31, 2023 Expected term (years) 3 Risk free interest rate 3.8% Dividend yield 0.9% Stock price on valuation date $50.00 Expected volatility 36% There were no Market PRSUs granted in the years ended December 31, 2022 and 2021. Compensation expense for the year ended December 31, 2023 reflects our estimate of the probable outcome of the performance conditions associated with the PRSU awards granted in the years ended December 31, 2023, 2022, and 2021. A summary of activity related to outstanding unvested restricted securities for the year ended December 31, 2023 is presented in the table below (amounts have been calculated based on unrounded shares, accordingly, certain amounts may not appear to recalculate due to the effect of rounding): Restricted Securities (thousands) Weighted-Average Balance as of December 31, 2022 1,755 $ 46.68 Granted 947 $ 49.60 Forfeited (386) $ 48.23 Vested (720) $ 48.19 Balance as of December 31, 2023 1,596 $ 50.51 The fair value of restricted securities that vested during the years ended December 31, 2023, 2022, and 2021 was $34.7 million, $22.1 million, and $18.0 million, respectively. The weighted-average remaining periods (in years) over which the restrictions will lapse as of December 31, 2023, 2022, and 2021 are as follows: As of December 31, 2023 2022 2021 Outstanding 1.2 1.2 1.0 Expected to vest 1.2 1.2 1.0 The expected to vest restricted securities are calculated based on the application of a forfeiture rate assumption to all outstanding restricted securities as well as our assessment of the probability of meeting the required performance conditions that pertain to the PRSU awards. 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 consolidated statements of operations, for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Stock options $ (88) $ 632 $ 1,389 Restricted securities 30,082 31,159 24,274 Share-based compensation expense $ 29,994 $ 31,791 $ 25,663 In the years ended December 31, 2023, 2022, and 2021, we recognized $4.5 million, $3.8 million, and $3.2 million, respectively, of income tax benefit associated with share-based compensation expense. The table below presents unrecognized compensation expense at December 31, 2023 for each class of award and the remaining expected term for this expense to be recognized: Unrecognized Expected Restricted securities 33,767 1.6 |
Restructuring and Other Charges
Restructuring and Other Charges, Net | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges, Net | Restructuring and Other Charges, Net Q2 2020 Global Restructure Program In the year ended December 31, 2020, in response to the potential long-term impact of the global financial and health crisis caused by the COVID-19 pandemic on our business, we committed to a plan to reorganize our business (the “Q2 2020 Global Restructure Program”), consisting of voluntary and involuntary reductions-in-force and certain site closures. The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the then-anticipated future demand outlook. In the year ended December 31, 2021, we completed all actions contemplated thereunder, with approximately 840 positions impacted. We recognized total cumulative costs of $33.2 million under the Q2 2020 Global Restructure Program, of which $28.4 million related to severance charges and $4.8 million related to facility and other exit costs. Charges recognized in the year ended December 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. However, as discussed in Note 20: Segment Reporting , restructuring charges are excluded from segment operating income. There were no charges recognized in the years ended December 31, 2023 and 2022. For the year ended December 31, 2021 Performance Sensing (1) $ 2,584 Sensing Solutions (1) 5,898 Corporate and other (1,362) Q2 2020 Global Restructure Program, net $ 7,120 ___________________________________ (1) Of the amounts presented in the table for Performance Sensing and Sensing Solutions, approximately $1.2 million and $3.8 million, respectively, related to site closures. Q3 2023 Plan In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”). The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end markets and to take active measures to accelerate our margin recovery. The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact 466 positions. Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $20.5 million and $25.5 million, primarily related to reductions-in-force. The majority of the actions under the Q3 2023 Plan are expected to be completed on or before June 30, 2024. We expect to settle these charges with cash on hand. We expect these restructuring charges to impact our business segments and corporate functions as follows: Charges (Dollars in thousands) Positions Minimum Maximum Performance Sensing 157 $ 7,043 $ 8,495 Sensing Solutions 147 5,214 7,495 Corporate and other 162 8,243 9,510 Total 466 $ 20,500 $ 25,500 Restructuring charges recognized in the year ended December 31, 2023 resulting from the Q3 2023 Plan are presented by business segment and corporate functions below. Severance Facility and other exit costs (1) Performance Sensing $ 7,741 $ 237 Sensing Solutions 4,850 955 Corporate and other 9,712 — Q3 2023 Plan total $ 22,303 $ 1,192 ___________________________________ (1) Includes site closures Spear Marine Business On June 6, 2023, we announced that we had made the decision to exit the marine energy storage business (the "Marine Business") of Spear Power Systems (“Spear”). The exit of the Spear Marine Business was the result of a change in strategy with respect to the business and involved ceasing sales, marketing, and business operations. It resulted in the elimination of certain positions, primarily in the U.S. and the closure of operations in Belgium. The Spear Marine Business had been included in the Sensing Solutions reportable segment. Exiting the Spear Marine Business resulted in charges in the year ended December 31, 2023, as presented in the table below: Location For the year ended December 31, 2023 Accelerated amortization Amortization of intangible assets $ 13,527 Write-down of inventory Cost of revenue 10,479 Severance charges Restructuring and other charges, net 1,159 Write-down of property, plant and equipment Restructuring and other charges, net 2,002 Other charges, including contract termination costs Restructuring and other charges, net 11,335 Total $ 38,502 Summary The following table presents the components of restructuring and other charges, net for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Q2 2020 Global Restructure Program, net (1) $ — $ — $ 7,120 Q3 2023 Plan, net (1) 23,495 — — Other restructuring and other charges, net Severance costs, net (2) 7,849 19,112 4,504 Facility and other exit costs 600 5,464 2,433 Gain on sale of business (3) (5,877) (135,112) — Acquisition-related compensation arrangements (4) 15,274 48,864 — Other (5) 13,159 (5,028) 885 Restructuring and other charges, net $ 54,500 $ (66,700) $ 14,942 __________________________ (1) Includes net severance charges and facility and other exit costs related to the respective programs as detailed under the headings Q2 2020 Global Restructure Program and Q3 2023 Plan above. (2) Each period presented includes severance charges, net of reversals, that do not represent the initiation of a larger restructuring plan. The year ended December 31, 2023 includes severance charges incurred as a result of the exit of the Spear Marine Business as detailed under the heading Spear Marine Business above. (3) The year ended December 31, 2022 includes the gain on sale of various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business"). Refer to Note 21: Acquisitions and Divestitures for additional information. (4) Acquisition-related compensation arrangements consist of incentive compensation to previous owners of companies we have acquired. Payment is generally tied to technical and/or financial targets determined at the time of acquisition. (5) Represents charges that are not included in one of the other classifications. The year ended December 31, 2023 primarily includes charges related to the exit of the Spear Marine Business, as detailed under the heading Spear Marine Business above. The year ended December 31, 2022 primarily includes transaction-related charges to sell the Qinex Business, partially offset by gains related to changes in the fair value of acquisition-related contingent consideration amounts. Refer to Note 21: Acquisitions and Divestitures for additional information. The following table presents a rollforward of the severance portion of our restructuring obligations for the years ended December 31, 2023 and 2022: Q3 2023 Plan Q2 2020 Global Restructure Program Other (1) Total Balance as of December 31, 2021 $ — $ 3,853 $ 3,380 $ 7,233 Charges, net of reversals — (660) 19,772 19,112 Payments — (3,155) (14,479) (17,634) Foreign currency remeasurement — (16) (78) (94) Balance as of December 31, 2022 — 22 8,595 8,617 Charges, net of reversals 22,303 — 7,849 30,152 Payments (16,501) — (15,822) (32,323) Foreign currency remeasurement 215 — 125 340 Balance as of December 31, 2023 $ 6,017 $ 22 $ 747 $ 6,786 __________________________ (1) Includes severance charges related to the exit of the Spear Marine Business. The severance portion of our restructuring obligations for each period presented was entirely recorded in accrued expenses and other current liabilities on our consolidated balance sheets. Refer to Note 12: Accrued Expenses and Other Current Liabilities |
Other, Net
Other, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other, Net | Other, Net The following table presents the components of other, net for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Currency remeasurement (loss)/gain on net monetary assets (1) $ (20,152) $ (18,155) $ 3,449 Gain/(loss) on foreign currency forward contracts (2) 4,237 4,324 (7,553) Loss on commodity forward contracts (2) (2,762) (3,350) (2,967) Loss on debt financing (3) (5,413) (5,468) (30,066) Loss on equity investments, net (4) (711) (75,569) — Net periodic benefit cost, excluding service cost (3,923) (5,125) (7,528) Other 15,750 8,725 4,633 Other, net $ (12,974) $ (94,618) $ (40,032) __________________________ (1) Relates to the remeasurement of non-functional currency denominated net monetary assets and liabilities into the functional currency. Refer to Note 2: Significant Accounting Policies — Foreign Currency for additional information. (2) Relates to changes in the fair value of derivative financial instruments not designated as cash flow hedges. Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to gains and losses on our commodity and foreign currency forward contracts. (3) Refer to Note 14: Debt for additional information related to our debt financing transactions. (4) Primarily reflects a mark-to-market loss on our investment in Quanergy Systems, Inc. ("Quanergy") in the year ended December 31, 2022. Refer to Note 18: Fair Value Measures for additional information. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Refer to Note 2: Significant Accounting Policies for detailed discussion of the accounting policies related to income taxes. Income before taxes Income before taxes for the years ended December 31, 2023, 2022, and 2021 was categorized by jurisdiction as follows: U.S. Non-U.S. (1) Total 2023 $ (323,548) $ 341,390 $ 17,842 2022 $ (66,899) $ 463,601 $ 396,702 2021 $ 39,947 $ 373,970 $ 413,917 __________________________ (1) Includes U.K. income/(loss) before taxes of $7,506, $(4,401), and $(42,879) for the years ended December 31, 2023, 2022, and 2021, respectively. Provision for income taxes Provision for income taxes for the years ended December 31, 2023, 2022, and 2021 comprised provisions for (or benefits from) income tax by jurisdiction as follows: U.S. Federal Non-U.S. (1) U.S. State Total 2023 Current $ 1,578 $ 73,658 $ 665 $ 75,901 Deferred (15,862) (27,089) (11,199) (54,150) Total $ (14,284) $ 46,569 $ (10,534) $ 21,751 2022 Current $ 2,111 $ 81,912 $ 2,775 $ 86,798 Deferred 3,699 (4,865) 385 (781) Total $ 5,810 $ 77,047 $ 3,160 $ 86,017 2021 Current $ 1,005 $ 54,401 $ 201 $ 55,607 Deferred 6,261 (12,747) 1,216 (5,270) Total $ 7,266 $ 41,654 $ 1,417 $ 50,337 __________________________ (1) Includes U.K. current tax (or benefit) of $100, $246, and $(7,739) and U.K. deferred tax (or benefit) of $(811), $(3,528), and $(20,643), resulting in U.K. total tax (or benefit) of $(711), $(3,282), and $(28,382) for tax years ended December 31, 2023, 2022, and 2021, respectively. Effective tax rate reconciliation The principal reconciling items from income tax computed at the U.K. statutory tax rate for the year ended December 31, 2023 were as follows: For the year ended December 31, 2023 Tax computed at statutory rate of 23.5% $ 4,193 Capital restructuring and dispositions (286,434) Valuation allowances 278,486 Goodwill impairment 41,151 Foreign rate differential (17,690) Withholding taxes not creditable 14,132 Research and development incentives (9,023) U.S. state taxes, net of federal benefit (8,740) Unrealized foreign currency exchange losses/(gains), net 1,395 Reserve for tax exposure 1,117 Changes in tax laws or rates (339) Nontaxable items and other 3,503 Provision for income taxes $ 21,751 The principal reconciling items from income tax computed at the U.S. statutory rate for the years ended December 31, 2023, 2022, and 2021 were as follows: For the year ended December 31, 2023 2022 2021 Tax computed at statutory rate of 21% $ 3,747 $ 83,307 $ 86,923 Capital restructuring and dispositions (286,434) 4,496 — Valuation allowances 278,486 15,679 20,512 Goodwill impairment 41,151 — — Foreign tax rate differential (17,303) (44,327) (30,485) Withholding taxes not creditable 14,132 12,337 13,259 Research and development incentives (9,023) (10,834) (11,067) U.S. state taxes, net of federal benefit (8,740) 2,496 1,119 Unrealized foreign currency exchange losses/gains, net 1,454 9,306 (6,137) Reserve for tax exposure 1,117 1,315 (16,330) Change in tax laws or rates (339) 2,611 (7,070) Nontaxable items and other 3,503 9,631 (387) Provision for income taxes $ 21,751 $ 86,017 $ 50,337 Foreign tax rate differential We operate in multiple jurisdictions including but not limited to Bulgaria, China, Malaysia, Malta, the Netherlands, South Korea, the U.S., and the U.K. This can result in a foreign tax rate differential that may reflect a tax benefit or detriment. This foreign tax rate differential can change from year to year based upon the jurisdictional mix of earnings and changes in current and future enacted tax rates. Certain of our subsidiaries are currently eligible, or have been eligible, for tax exemptions or reduced tax rates in their respective jurisdictions. A subsidiary in Changzhou, China has been and continues to be eligible for a reduced corporate income tax rate of 15% through 2024. The impact on current tax expense of the tax holidays and exemptions is included in the foreign tax rate differential disclosure, reconciling the statutory rate to our effective rate. The remeasurement of the deferred tax assets and liabilities is included in the change in tax laws or rates caption. Withholding taxes not creditable Withholding taxes may apply to intercompany interest, royalty, management fees, and certain payments to third parties. Such taxes are deducted if they cannot be credited against the recipient’s tax liability in its country of residence. Additional consideration has been given to the withholding taxes associated with unremitted earnings and the recipient's ability to obtain a tax credit for such taxes. Earnings are not considered to be indefinitely reinvested in the jurisdictions in which they were earned. In certain jurisdictions we recognize a deferred tax liability on withholding and other taxes on intercompany payments including dividends. Research and development incentives Certain income of our U.K. subsidiaries is eligible for lower tax rates under the "patent box" regime, resulting in certain of our intellectual property income being taxed at a rate lower than the U.K. statutory tax rate. Qualified investments are eligible for a bonus deduction under China’s R&D super deduction regime. In the U.S., we benefit from R&D credit incentives. Capital restructuring and dispositions During the year ended December 31, 2023, we recorded a $300 million deferred tax benefit related to the intercompany transfer of certain intellectual property rights, included in the outside basis difference line in the deferred tax table below. Based on our corporate structure at December 31, 2023, it is more likely than not that the future tax benefits associated with this intercompany transfer will not be realized. As such this benefit has been fully offset by a valuation allowance. The increase of $4.5 million in our effective tax rate for the year ended December 31, 2022 was due to the tax accounting impacts of the divestiture of the Qinex Business, partially offset by separate intangible property transfers. Goodwill impairment During the year ended December 31, 2023, we incurred a non-cash impairment charge for goodwill that is nondeductible for tax purposes. Deferred income tax assets and liabilities The primary components of deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows: As of December 31, 2023 2022 Deferred tax assets: Net operating loss, interest expense, and other carryforwards $ 453,618 $ 379,036 Prepaid and accrued expenses 37,737 48,540 Intangible assets and goodwill 20,820 67,330 Pension liability and other 8,910 9,801 Property, plant and equipment 14,661 15,042 Share-based compensation 8,175 7,862 Inventories and related reserves 18,556 17,329 Unrealized exchange loss 286 17,645 Outside basis difference of subsidiaries 304,398 — Total deferred tax assets 867,161 562,585 Valuation allowance (569,569) (249,525) Net deferred tax asset 297,592 313,060 Deferred tax liabilities: Intangible assets and goodwill (460,892) (489,169) Tax on undistributed earnings and outside basis differences of subsidiaries (34,995) (60,535) Operating lease right of use assets (6,332) (6,803) Property, plant and equipment (15,232) (14,309) Unrealized exchange gain (7,687) (6,298) Total deferred tax liabilities (525,138) (577,114) Net deferred tax liability $ (227,546) $ (264,054) Valuation allowance and net operating loss carryforwards We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. Significant judgment is required in considering the relative impact of the negative and positive evidence, and weight given to each category of evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary, and the more difficult it is to support a conclusion that a valuation allowance is not needed. Additionally, we utilize the "more likely than not" criteria established in FASB ASC Topic 740 to determine whether the future tax benefit from the deferred tax assets should be recognized. As a result, we have established valuation allowances on the deferred tax assets in jurisdictions that have incurred net operating losses and in which it is more likely than not that such losses will not be utilized in the foreseeable future. As of each reporting date, we consider new evidence, both positive and negative, that could impact our view with regard to future realization of deferred tax assets. Our interest expense carryforwards in certain jurisdictions are subject to limitations. We consider these limitations in our assessment of positive and negative evidence. Our assessment of these limitations has resulted in the conclusion that a portion of our interest carryforwards is subject to a valuation allowance at both December 31, 2023 and December 31, 2022. We continually evaluate both the positive and negative evidence for these valuation allowances. We believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow a conclusion that a portion of the valuation allowance against these interest carryforwards will no longer be needed. Release of the valuation allowance would result in the recognition of this deferred tax asset and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are dependent on the level of profitability and likelihood of future utilization of this attributes that we are able to actually achieve. For tax purposes, certain goodwill and indefinite-lived intangible assets are generally amortizable over 6 to 15 years. For book purposes, goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually. The tax amortization of goodwill and indefinite-lived intangible assets will result in a taxable temporary difference, which will not reverse unless the related book goodwill or indefinite-lived intangible asset is impaired or written off. This liability may not be used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite period. The total valuation allowance increased $320.0 million and $23.6 million in the years ended December 31, 2023 and 2022, respectively. Due to our inability to benefit from the deferred tax asset created upon the transfer of certain intellectual property, we recorded a $300 million valuation allowance in the year ended December 31, 2023. As a result of changes in interest limitation rules in the Netherlands that became effective in 2021, we recorded a valuation allowance against our interest carryforwards in this jurisdiction in the year ended December 31, 2021. Subsequently reported tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2023 and 2022 have been allocated to income tax benefit recognized in the consolidated statements of operations. As of December 31, 2023, we have U.S. federal net operating loss carryforwards of $686.4 million, of which $87.2 million will expire from 2029 to 2037, and $599.2 million do not expire. We have state net operating loss carryforwards with limited and unlimited lives. Our limited life state net operating losses will expire beginning in 2024. As of December 31, 2023, we have suspended interest expense carryforwards of $180.3 million in the U.S., $217.0 million in the Netherlands, $6.3 million in France, and $118.2 million in the U.K., all of which have an unlimited life. We also have net operating loss carryforwards in various foreign jurisdictions of $497.4 million, which will begin to expire in 2026. Unrecognized tax benefits A reconciliation of the amount of unrecognized tax benefits is as follows: For the year ended December 31, 2023 2022 2021 Balance at beginning of year $ 224,588 $ 223,791 $ 201,410 Increases related to current year tax positions 3,335 4,997 3,574 Increases related to prior year tax positions 1,205 1,312 37,869 (Decreases)/increases related to business combinations — (883) 1,370 Decreases related to settlements with tax authorities (414) — (11,015) Decreases related to prior year tax positions (41,241) (3,097) (8,363) Decreases related to lapse of applicable statute of limitations (687) (743) (483) Changes related to foreign currency exchange rates 406 (789) (571) Balance at end of year $ 187,192 $ 224,588 $ 223,791 We recognize interest and penalties related to unrecognized tax benefits in the consolidated statements of operations and the consolidated balance sheets. The following table presents the expense/(income) related to such interest and penalties recognized in the consolidated statements of operations during the years ended December 31, 2023, 2022, and 2021, and the amount of interest and penalties recorded on the consolidated balance sheets as of December 31, 2023 and 2022: Statements of Operations Balance Sheets For the year ended December 31, As of December 31, (In millions) 2023 2022 2021 2023 2022 Interest $ 0.3 $ 0.5 $ (0.1) $ 2.5 $ 2.1 Penalties $ 0.0 $ 0.1 $ 0.0 $ 0.5 $ 0.5 At December 31, 2023, we anticipate that the liability for unrecognized tax benefits could decrease by up to $3.3 million within the next twelve months due to the expiration of certain statutes of limitation or the settlement of examinations or issues with tax authorities. The amount of unrecognized tax benefits as of December 31, 2023 that if recognized would impact our effective tax rate is $136.4 million. Our major tax jurisdictions include Bulgaria, China, France, Germany, Japan, Malaysia, Malta, Mexico, the Netherlands, South Korea, the U.K., and the U.S. These jurisdictions generally remain open to examination by the relevant tax authority for the tax years 2008 through 2023. On December 15, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum jurisdictional effective tax rate of 15%. The legislation is effective for our fiscal year beginning January 1, 2024. The Company continues to evaluate the potential impact on future periods due to the Pillar Two framework, as such changes could result in complexity and uncertainty where we do business and could increase our effective tax rate. We are currently evaluating the potential impact of Pillar Two on our consolidated financial statements and related disclosures. Indemnifications We have various indemnification provisions in place with parties including Honeywell (sellers of First Technology Automotive and Special Products), the Terence Richard Prime Trust dated August 10, 1999 and John Christopher Lakey (sellers of Elastic M2M, Inc.), John Milios (seller of Sendyne Corp.), the former stockholders of SmartWitness Holdings, Inc., and the sellers of Xirgo Technologies Intermediate Holdings, LLC and Xirgo Holdings, Inc., whereby such provisions provide for the reimbursement of future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses. |
Net (Loss)_Income per Share
Net (Loss)/Income per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net (Loss)/Income per Share | Net (Loss)/Income per Share Basic and diluted net (loss)/income per share are calculated by dividing net (loss)/income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the years ended December 31, 2023, 2022, and 2021, the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows: For the year ended December 31, (In thousands) 2023 2022 2021 Basic weighted-average ordinary shares outstanding 152,089 155,253 158,166 Dilutive effect of stock options — 212 640 Dilutive effect of unvested restricted securities — 462 564 Diluted weighted-average ordinary shares outstanding 152,089 155,927 159,370 Net (loss)/income and net (loss)/income per share are presented in the 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 (loss)/income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied. Refer to Note 4: Share-Based Payment Plans for additional information related to our equity awards. These potential ordinary shares are as follows: For the year ended December 31, (In thousands) 2023 2022 2021 Anti-dilutive shares excluded 2,864 1,115 6 Contingently issuable shares excluded 1,239 1,294 1,029 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table presents the components of inventories as of December 31, 2023 and 2022: As of December 31, 2023 2022 Finished goods $ 223,972 $ 202,531 Work-in-process 113,209 117,691 Raw materials 376,304 324,653 Inventories $ 713,485 $ 644,875 Refer to Note 2: Significant Accounting Policies for a discussion of our accounting policies related to inventories. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net PP&E, net as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Land $ 16,005 $ 17,881 Buildings and improvements 326,170 300,288 Machinery and equipment 1,770,382 1,634,371 Total property, plant and equipment 2,112,557 1,952,540 Accumulated depreciation (1,226,547) (1,111,721) Property, plant and equipment, net $ 886,010 $ 840,819 Depreciation expense for PP&E, including amortization of leasehold improvements and depreciation of assets under finance leases, totaled $133.1 million, $127.2 million, and $125.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Refer to Note 2: Significant Accounting Policies for a discussion of our accounting policies related to PP&E, net. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net Goodwill The following table presents the changes in net goodwill by segment for the years ended December 31, 2023 and 2022. Performance Sensing (3) Sensing Solutions (3) Total Balance as of December 31, 2021 $ 2,480,598 $ 1,021,465 $ 3,502,063 Acquisitions 30,873 423,288 454,161 Divestiture — (45,000) (45,000) Balance as of December 31, 2022 2,511,471 1,399,753 3,911,224 Divestiture — (8,240) (8,240) Measurement period adjustments — (38,494) (38,494) Goodwill impairment charge (1) (321,700) — (321,700) Foreign currency translation effect (20) — (20) Goodwill reallocation (2) (57,071) 57,071 — Balance as of December 31, 2023 $ 2,132,680 $ 1,410,090 $ 3,542,770 __________________________ (1) In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $321.7 million non-cash impairment charge. Refer to additional information under the heading Reporting Units below. (2) Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting. Refer to Note 20: Segment Reporting for additional information. This product move resulted in a reallocation of $57.1 million of goodwill from the HVOR reporting unit to the Industrial Solutions reporting unit based on its fair value relative to the total fair value of the HVOR reporting unit. (3) Accumulated goodwill impairment related to the Performance Sensing reportable segment was $321.7 million as of December 31, 2023 and $0.0 million at each of December 31, 2022 and 2021. Accumulated goodwill impairment related to the Sensing Solutions reportable segment was $18.5 million at each of December 31, 2023, 2022, and 2021. Acquisitions and Divestitures Goodwill attributed to acquisitions reflects our allocation of purchase price to the estimated fair value of certain assets acquired and liabilities assumed. Net assets acquired are comprised of tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We apply estimates and assumptions to determine the fair value of the intangible assets and of any contingent consideration obligations. Critical estimates in valuing purchased technology, customer relationships, and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. In addition, we estimate the economic lives of these identified intangible assets and these lives are used to calculate amortization expense. Goodwill has been included in our segments based on a methodology using anticipated future earnings of the components of business. Refer to Note 21: Acquisitions and Divestitures for additional information related to our acquisitions. In July 2022, we sold the Qinex Business, which had previously been consolidated into the Industrial Solutions reporting unit. Upon closing of the sale, we transferred approximately $70 million of assets (including allocated goodwill of $45 million) and $2 million of liabilities to the buyer. Refer to Note 21: Acquisitions and Divestitures for additional information on this transaction. We concluded that this sale did not impact our reportable or operating segment evaluations. Reporting Units On June 6, 2023, we announced that we had made the decision to exit the Spear Marine Business, which was a part of the Clean Energy Solutions reporting unit. We qualitatively determined that the goodwill related to the Clean Energy Solutions reporting unit was not impaired as a result of the exit of this business. Refer to Note 5: Restructuring and Other Charges, Net for additional information related to the exit of the Spear Marine Business. As of October 1, 2023, we had seven reporting units, Automotive, HVOR, Insights, Industrial Solutions, Aerospace, Clean Energy Solutions, and Dynapower. Upon acquisition of Dynapower in the third quarter of 2022, it was included in the Clean Energy Solutions reporting unit. We did not integrate the Dynapower acquisition with the Clean Energy Solutions reporting unit and have subsequently determined that the manner in which we operate the Dynapower business and the availability of discrete financial information necessitates that it should be considered a separate reporting unit, a change that was made as of October 1, 2023. There have been no subsequent changes to our reporting units as of December 31, 2023. We evaluated our goodwill for impairment as of October 1, 2023, using a quantitative analysis for each reporting unit, under which a discounted cash flow analysis is prepared (and, when applicable, a market multiples approach using comparable companies) to determine whether the fair value of the reporting unit is less than its carrying value. Based on these analyses, we have determined that our Insights reporting unit was impaired. As a result, we recorded a $321.7 million non-cash impairment charge in the fourth quarter of 2023, representing the entire goodwill balance allocated to Insights. This impairment was primarily driven by reprioritization of our investments into electrification as a company, which is a core component of our overall capital allocation strategy. The reprioritization evolved from an assessment of our business strategy, beginning in the second half of 2023. With electrification as the clear future of our company and the best area of focus for management, in the fourth quarter of 2023, we decided to narrow our investment in Insights. Our assessment of the potential of the business has not changed, but our focus has moved from growth of the business to profitability. These decisions resulted in significant cost restructuring and a lower long-range financial forecast for the reporting unit, impacting the valuation of the business with respect to the goodwill impairment analysis. Other valuation assumptions for the Insights reporting unit valuation that are impacted by macroeconomic factors also contributed to the impairment. We are considering strategic alternatives for this business as we continue to focus our investment priorities in-line with our strategy. On a quarterly basis, we assess whether any factors exist that would trigger the need for an additional impairment review of our goodwill. No such factors were present until the fourth quarter of 2023, when we made the decision to change our strategy with respect to our investment in Insights. We consider a combination of quantitative and qualitative factors to determine whether a reporting unit is at risk of failing the goodwill impairment test, including: the timing of our most recent quantitative impairment tests and the relative amount by which a reporting unit’s fair value exceeded its then carrying value, the inputs and assumptions underlying our valuation models and the sensitivity of our fair value measurements to those inputs and assumptions, the impact that adverse economic or market conditions may have on the degree of uncertainty inherent in our long-term operating forecasts, and changes in the carrying value of a reporting unit’s net assets from the time of our most recent goodwill impairment test. We also consider the impact of recent acquisitions in our expectations of the reporting units, such as the Insights and Dynapower reporting units, and how these acquisitions perform against their original expected performance, as these might put pressure on the reporting units' fair value over carrying value in the short term. Indefinite-Lived Intangible Assets We own the Klixon ® and Airpax ® tradenames, which are indefinite-lived intangible assets as they have been in continuous use since 1927 and 1948, respectively, and we have no plans to discontinue using either of them. We evaluated our indefinite-lived intangible assets for impairment as of October 1, 2023 using a qualitative analysis. As of each of December 31, 2023, 2022, and 2021, we have $59.1 million and $9.4 million for the Klixon ® and Airpax ® tradenames, respectively, on our consolidated balance sheets. In addition, we have recorded indefinite-lived intangible assets of $6.9 million related to in-process research & development acquired in a fiscal year 2020 business combination transaction. Definite-Lived Intangible Assets The following tables outline the components of definite-lived intangible assets as of December 31, 2023 and 2022: As of December 31, 2023 Weighted- Gross Accumulated Accumulated Foreign Currency Translation Effect Net Completed technologies 11 $ 1,024,019 $ (756,831) $ (2,430) $ (215) $ 264,543 Customer relationships (1) 12 2,123,931 (1,661,230) (12,144) — 450,557 Backlog 2 15,500 (8,346) — — 7,154 Tradenames 16 107,577 (32,316) — — 75,261 Capitalized software and other 7 74,823 (64,037) — — 10,786 Total 11 $ 3,345,850 $ (2,522,760) $ (14,574) $ (215) $ 808,301 __________________________ (1) During the year ended December 31, 2023, we wrote-off approximately $4.0 million of fully-amortized customer relationships that were not in use. As of December 31, 2022 Weighted- Gross Accumulated Accumulated Net Completed technologies (1) 13 $ 1,017,911 $ (684,181) $ (2,430) $ 331,300 Customer relationships (1)(2) 12 2,092,088 (1,586,454) (12,144) 493,490 Tradenames (2) 18 107,577 (24,575) — 83,002 Capitalized software and other (3) 7 74,163 (57,603) — 16,560 Total 12 $ 3,291,739 $ (2,352,813) $ (14,574) $ 924,352 __________________________ (1) During the year ended December 31, 2022, we disposed of the Qinex Business, which included approximately $4.2 million and $26.5 million of fully amortized completed technologies and customer relationships, respectively. (2) During the year ended December 31, 2022, we wrote-off approximately $43.1 million and $4.1 million of fully-amortized customer relationships and tradenames, respectively, that were not in use. (3) During the year ended December 31, 2022, we retired approximately $2.2 million of capitalized software that was not in use, along with approximately $0.5 million of associated accumulated amortization. The following table outlines amortization of definite-lived intangible assets for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Acquisition-related definite-lived intangible assets $ 167,695 $ 147,110 $ 125,982 Capitalized software 6,165 6,677 8,147 Amortization of intangible assets $ 173,860 $ 153,787 $ 134,129 The table below presents estimated amortization of definite-lived intangible assets for each of the next five years: For the year ended December 31, 2024 $ 147,405 2025 $ 118,280 2026 $ 97,972 2027 $ 84,910 2028 $ 73,375 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Accrued compensation and benefits $ 73,209 $ 85,995 Accrued interest 45,187 50,146 Foreign currency and commodity forward contracts 7,909 10,652 Current portion of operating lease liabilities 11,458 9,971 Accrued severance 6,786 8,617 Current portion of pension and post-retirement benefit obligations 2,653 2,504 Other accrued expenses and current liabilities 159,800 179,057 Accrued expenses and other current liabilities $ 307,002 $ 346,942 |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 12 Months Ended |
Dec. 31, 2023 | |
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. Refer to Note 2: Significant Accounting Policies for discussion of our accounting policies related to our pension and other post-retirement benefit plans. U.S. Benefit Plans The principal retirement plans in the U.S. include a qualified defined benefit pension plan and a defined contribution plan. In addition, we provide post-retirement medical coverage and non-qualified benefits to certain employees. Effective January 31, 2012, we froze the defined benefit pension plans and eliminated future benefit accruals. Non-U.S. Benefit Plans Retirement coverage for non-U.S. employees is provided through separate defined benefit and defined contribution plans. Retirement benefits are generally based on an employee’s years of service and compensation. Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances. We do not expect to contribute to the non-U.S. defined benefit plans during 2024. Impact on Financial Statements The total net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the years ended December 31, 2023, 2022, and 2021 was $7.9 million, $9.1 million, and $11.6 million, respectively. Components of net periodic benefit cost other than service cost are presented in other, net in the consolidated statements of operations. Refer to Note 6: Other, Net . The following table presents changes in the benefit obligation and plan assets for our defined benefit and other post-retirement benefit plans in total for the years ended December 31, 2023 and 2022: For the year ended December 31, 2023 2022 Change in benefit obligation: Beginning balance $ 84,451 $ 108,511 Service cost 4,073 3,897 Interest cost 3,453 2,485 Plan participants’ contributions 539 562 Actuarial loss/(gain) 31 (11,710) Curtailment loss — 466 Benefits paid (5,975) (12,436) Divestiture — (997) Foreign currency remeasurement 1,135 (6,327) Ending balance $ 87,707 $ 84,451 Change in plan assets: Beginning balance $ 45,861 $ 67,199 Actual return on plan assets 4,458 (8,606) Employer contributions 3,419 4,368 Plan participants’ contributions 539 562 Benefits paid (5,975) (12,436) Foreign currency remeasurement (1,426) (5,226) Ending balance $ 46,876 $ 45,861 Funded status at end of year $ (40,831) $ (38,590) Accumulated benefit obligation at end of year $ 74,593 $ 72,468 Assumptions and Investment Policies Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare benefit plans as of December 31, 2023 and 2022 are as follows: As of December 31, 2023 2022 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 4.85 % 4.85 % 5.10 % 5.15 % Non-U.S. assumed discount rate 4.60 % NA 3.99 % NA Non-U.S. average long-term pay progression 3.47 % NA 3.28 % NA Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2023 and 2022 and 2021 are as follows: For the year ended December 31, 2023 2022 2021 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 5.10 % 5.15 % 2.30 % 2.40 % 2.04 % 1.80 % Non-U.S. assumed discount rate 7.14 % NA 5.03 % NA 4.52 % NA U.S. average long-term rate of return on plan assets 4.36 % NA 4.53 % NA 4.00 % NA Non-U.S. average long-term rate of return on plan assets 2.73 % NA 2.38 % NA 1.52 % NA Non-U.S. average long-term pay progression 4.96 % NA 4.52 % NA 4.50 % NA Plan Assets We hold material assets for our defined benefit plans in the U.S. and Japan. Information about the assets for each of these plans is detailed below. Refer to Note 18: Fair Value Measures for additional information related to the levels of the fair value hierarchy in accordance with FASB ASC Topic 820. U.S. plan assets Our target asset allocation for the U.S. defined benefit plan is 65% fixed income and 35% equity securities. To arrive at the targeted asset allocation, we and our investment adviser reviewed market opportunities using historical data, as well as the actuarial valuation for the plan, to ensure that the levels of acceptable return and risk are well-defined and monitored. The total fair value of our U.S. plan assets as of December 31, 2023 and 2022 was $10 million and $11 million, respectively, which included $0 million and $2.2 million, respectively, of equity mutual funds, $7.3 million and $7.1 million, respectively, of fixed income mutual funds, and $2.7 million and $1.6 million, respectively, of money market funds. All fair value measures presented above are categorized in Level 1 of the fair value hierarchy. Investments in mutual funds are based on the publicly-quoted final net asset values on the last business day of the year. Permitted asset classes include U.S. and non-U.S. equity, U.S. and non-U.S. fixed income, cash, and cash equivalents. Fixed income includes both investment grade and non-investment grade. Permitted investment vehicles include mutual funds, individual securities, derivatives, and long-duration fixed income securities. While investments in individual securities, derivatives, long-duration fixed income securities, cash, and cash equivalents are permitted, the plan did not hold these types of investments as of December 31, 2023 and 2022. Prohibited investments include direct investments in real estate, commodities, unregistered securities, uncovered options, currency exchange contracts, and natural resources (such as timber, oil, and gas). Japan plan assets The target asset allocation of the Japan defined benefit plan is 50% fixed income securities, cash, and cash equivalents and 50% equity securities, with allowance for a 40% deviation in either direction. We, along with the trustee of the plan's assets, minimize investment risk by thoroughly assessing potential investments based on indicators of historical returns and current credit ratings. Additionally, investments are diversified by type and geography. The total fair value of our Japan plan assets as of December 31, 2023 and 2022 was $27.2 million and $26.5 million, respectively, which included $12.6 million and $9.2 million, respectively, of equity securities, $8 million and $9.7 million, respectively, of fixed income securities, and $4.7 million and $7.6 million, respectively, of cash and cash equivalents. All fair value measures presented above are categorized in Level 1 of the fair value hierarchy, with the exception of U.S. fixed income securities of $2.5 million, non-U.S. equity securities of $2.2 million, and alternative risk managed balance of $1.9 million as of December 31, 2023, which are categorized as Level 2. The fair values of equity and fixed income securities are based on publicly-quoted closing stock and bond values on the last business day of the year. Permitted asset classes include equity securities that are traded on the official stock exchange(s) of the respective countries, fixed income securities with certain credit ratings, cash, and cash equivalents. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our long-term debt, net and finance lease obligations as of December 31, 2023 and 2022 consisted of the following: As of December 31, Maturity Date 2023 2022 Term Loan (1) September 20, 2026 $ — $ 446,834 5.625% Senior Notes (2) November 1, 2024 — 400,000 5.0% Senior Notes October 1, 2025 700,000 700,000 4.375% Senior Notes February 15, 2030 450,000 450,000 3.75% Senior Notes February 15, 2031 750,000 750,000 4.0% Senior Notes April 15, 2029 1,000,000 1,000,000 5.875% Senior Notes September 1, 2030 500,000 500,000 Less: debt discount, net of premium (1,568) (3,360) Less: deferred financing costs (24,444) (29,916) Less: current portion (1) — (254,630) Long-term debt, net $ 3,373,988 $ 3,958,928 Finance lease obligations $ 25,225 $ 26,583 Less: current portion (2,276) (1,841) Finance lease obligations, less current portion $ 22,949 $ 24,742 _______________________________ (1) On February 6, 2023, we prepaid $250.0 million of outstanding principal on our term loan facility ("Term Loan") balance. Accordingly, that portion of the principal balance outstanding on the Term Loan as of December 31, 2022 was presented as current portion of long-term debt. On May 3, 2023, we prepaid $196.8 million of outstanding principal on the Term Loan, representing the remaining balance on the Term Loan as of that date plus $0.5 million in interest. (2) On December 18, 2023, we redeemed in full the $400.0 million aggregate principal amount outstanding on our $400.0 million aggregate principal amount of 5.625% senior notes due 2024 (the "5.625% Senior Notes"). Fiscal year 2023 transactions On August 22, 2023, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc. ("STI"), Sensata Technologies Intermediate Holding B.V. ("STIHBV"), and Sensata Technologies B.V. (“STBV”), entered into an amendment (the “Thirteenth Amendment”) to (i) the credit agreement governing our secured credit facility (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement"), and (ii) the Foreign Guaranty, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified prior to the Thirteenth Amendment). Among other changes to the Credit Agreement, the Thirteenth Amendment, (i) released the Foreign Guarantors (excluding STBV) (the "Specified Foreign Guarantors") from all of their remaining obligations as guarantors and securing parties under the Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions, and (ii) modified certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder. The Specified Foreign Guarantors were released from their guaranty obligations with respect to the 5.625% Senior Notes, the $700.0 million aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes"), the $1.0 billion aggregate principal amount of 4.0% senior notes due 2029 (the "4.0% Senior Notes"), the $500.0 million aggregate principal amount of 5.875% senior notes due 2030 (the "5.875% Senior Notes"), the $450.0 million aggregate principal amount of 4.375% senior notes due 2030 (the "4.375% Senior Notes"), and the $750 million aggregate principal amount of 3.75% senior notes due 2031 (the "3.75% Senior Notes"), in each case in accordance with the terms of the relevant indenture pursuant to which such senior notes were issued (the "Senior Notes Indentures"). On February 6, 2023, we prepaid $250.0 million of outstanding principal on our Term Loan balance. Accordingly, that portion of the principal balance outstanding on the Term Loan as of December 31, 2022 was presented as current portion of long-term debt. On May 3, 2023, we prepaid $196.8 million of outstanding principal on the Term Loan, representing the remaining balance on the Term Loan as of that date plus $0.5 million in interest. On December 18, 2023, we redeemed in full the $400.0 million aggregate principal amount outstanding on the 5.625% Senior Notes in accordance with the terms of the indenture under which the 5.625% Senior Notes were issued, at a redemption price of 100.0% of the aggregate principal amount of the outstanding 5.625% Senior Notes, plus a $4.0 million "make-whole" premium, plus accrued and unpaid interest to (but not including) the redemption date. Fiscal year 2022 transactions On June 23, 2022, certain of our indirect, wholly-owned subsidiaries, including STI, STIHBV, and STBV, entered into an amendment (the “Eleventh Amendment”) to (i) the Credit Agreement and (ii) the Foreign Guaranty, dated as of May 12, 2011. Refer to discussion under the heading Secured Credit Facility below for additional information regarding the Eleventh Amendment. On August 29, 2022, STBV completed the issuance and sale of the 5.875% Senior Notes. The 5.875% Senior Notes bear interest at 5.875% per year and mature on September 1, 2030. Interest is payable semi-annually on September 1 and March 1 of each year, commencing on March 1, 2023. The 5.875% Senior Notes were issued under an indenture dated as of August 29, 2022, among STBV, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "5.875% Senior Notes Indenture"). The 5.875% Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the senior secured credit facilities (the "Senior Secured Credit Facilities") of STI and an issuer or a guarantor under our existing senior notes as follows: the 5.625% Senior Notes, the 5.0% Senior Notes, the 4.0% Senior Notes, the 4.375% Senior Notes, and the 3.75% Senior Notes. Refer to discussion under the heading Senior Notes below for additional information regarding the issuance of the 5.875% Senior Notes. On September 28, 2022, we redeemed in full the $500.0 million aggregate principal amount outstanding on our 4.875% senior notes due 2023 (the "4.875% Senior Notes") in accordance with the terms of the indenture under which the 4.875% Senior Notes were issued, at a price of 101.0% of the aggregate principal amount of the outstanding 4.875% Senior Notes (which includes the applicable premium), plus accrued and unpaid interest to (but not including) the redemption date. Secured Credit Facility The Credit Agreement provides for the Senior Secured Credit Facilities, consisting of the Term Loan, a revolving credit facility (the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued under certain circumstances. All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by certain of our subsidiaries and secured by substantially all present and future property and assets of STBV and its guarantor subsidiaries. On June 23, 2022, we entered into the Eleventh Amendment, which amended the Credit Agreement as follows: (i) increased the aggregate principal amount of the Revolving Credit Facility to $750.0 million; (ii) extended the maturity date of the Revolving Credit Facility to June 23, 2027 (which could be accelerated to June 22, 2026 if, prior to June 22, 2026, the Term Loan is not refinanced with a maturity date that is on or after June 23, 2027); (iii) released the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions; (iv) replaced the LIBOR-based interest rates referenced by the Credit Agreement regarding revolving credit loans to (a) for revolving credit loans denominated in U.S. dollars, an interest rate based on the secured overnight financing rate ("SOFR") published by the Federal Reserve Bank of New York and (b) for revolving credit loans denominated in pounds sterling, an interest rate based on the Sterling Overnight Index Average ("SONIA"); and (v) certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement were modified to provide STI and its affiliates increased flexibility and permissions thereunder. The Credit Agreement provides that, if our senior secured net leverage ratio exceeds a specified level, we are required to use a portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to prepay the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the year ended December 31, 2023. Term Loan On February 6, 2023, we prepaid $250.0 million of outstanding principal on our Term Loan balance. On May 3, 2023, the remaining amount outstanding on the Term Loan was prepaid. Prior to prepayment, the principal amount of the Term Loan amortized in equal quarterly installments in an aggregate annual amount equal to 1.0% of the aggregate principal amount of the Term Loan upon completion of the tenth amendment of the Credit Agreement entered into on September 20, 2019 with the balance due at maturity. In accordance with the terms of the Senior Secured Credit Facilities, no amount under the Term Loan, once repaid, may be reborrowed. Revolving Credit Facility In accordance with the terms of the Credit Agreement, borrowings under the Revolving Credit Facility may, at our option, be maintained from time to time as Base Rate loans, Term SOFR loans, or Daily Simple SONIA loans (each as defined in the Credit Agreement), with each representing a different determination of interest rates. The interest rate margins and letter of credit fees under the Revolving Credit Facility are as follows (each depending on our senior secured net leverage ratio): (i) the interest rate margin for Base Rate loans range from 0.00% to 0.50%; (ii) the interest rate margin for Term SOFR and Daily Simple SONIA loans range from 1.00% to 1.50%; and (iii) the letter of credit fees range from 0.875% to 1.375%. We are required to pay to our revolving credit lenders, on a quarterly basis, a commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee ranges from 0.125% to 0.250%, depending on our senior secured net leverage ratios. As of December 31, 2023, there was $746.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of December 31, 2023, no amounts had been drawn against these outstanding letters of credit. Availability under the Revolving Credit Facility may be borrowed, repaid, and re-borrowed to fund our working capital needs and for other general corporate purposes. Senior Notes We have various tranches of senior unsecured notes outstanding as of December 31, 2023. Information regarding these senior notes and the 5.625% Senior Notes, which were not outstanding as of December 31, 2023 (together, the "Senior Notes") is included in the following table. The Senior Notes were issued under the Senior Notes Indentures among the issuers listed in the table below, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named in the respective Senior Notes Indentures. 5.625% Senior Notes (1) 5.0% Senior Notes 4.375% Senior Notes 3.75% Senior Notes 4.0% Senior Notes 5.875% Senior Notes Aggregate principal amount $— $700,000 $450,000 $750,000 $1,000,000 $500,000 Interest rate 5.625% 5.000% 4.375% 3.750% 4.000% 5.875% Issue price 100.000% 100.000% 100.000% 100.000% Various (2) 100.000% Issuer STBV STBV STI STI STBV STBV Issue date October 2014 March 2015 September 2019 August 2020 Various (2) August 2022 Interest due May 1 April 1 February 15 February 15 April 15 September 1 Interest due November 1 October 1 August 15 August 15 October 15 March 1 __________________________ (1) On December 18, 2023, we redeemed in full the $400.0 million aggregate principal amount outstanding on our 5.625% Senior Notes. (2) On March 29, 2021, we issued $750.0 million of 4.0% Senior Notes that were priced at 100.00%. On April 8, 2021, we issued $250.0 million of 4.0% Senior Notes that were priced at 100.75%. Redemption - General Upon the occurrence of certain specific change in control events, we will be required to offer to repurchase the Senior Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. If changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments of any of the Senior Notes or the guarantees thereof, we may, at our option, redeem the relevant Senior Notes in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all additional amounts (as described in the relevant Senior Notes Indenture), if any, then due and which will become due on the date of redemption. Except as described below with respect to the 4.375% Senior Notes, 3.75% Senior Notes, the 4.0% Senior Notes, and the 5.875% Senior Notes, at any time, and from time to time, we may optionally redeem the Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption, plus a "make-whole" premium set forth in the relevant Senior Notes Indenture. Redemption - 4.375% Senior Notes The "make-whole" premium will not be payable with respect to any such redemption of the 4.375% Senior Notes on or after November 15, 2029. Redemption - 3.75% Senior Notes The "make-whole" premium will not be payable with respect to any such redemption of the 3.75% Senior Notes on or after February 15, 2026. On or after such date, we may optionally redeem the 3.75% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date: Period beginning February 15, Price 2026 101.875 % 2027 100.938 % 2028 and thereafter 100.000 % Redemption - 4.0% Senior Notes The "make-whole" premium will not be payable with respect to any such redemption of the 4.0% Senior Notes on or after April 15, 2024. On or after such date, we may optionally redeem the 4.0% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date: Period beginning April 15, Price 2024 102.000 % 2025 101.000 % 2026 and thereafter 100.000 % In addition, at any time prior to April 15, 2024, STBV may redeem up to 40% of the principal amount of the outstanding 4.0% Senior Notes (including additional 4.0% Senior Notes, if any, that may be issued after March 29, 2021) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 104.00%, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60% of the aggregate principal amount of the 4.0% Senior Notes (including additional 4.0% Senior Notes, if any) remains outstanding immediately after each such redemption. Redemption - 5.875% Senior Notes At any time, and from time to time, prior to September 1, 2025, STBV may redeem the 5.875% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 5.875% Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after September 1, 2025, STBV may redeem the 5.875% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date: Period beginning September 1, Price 2025 102.398 % 2026 101.469 % 2027 and thereafter 100.000 % In addition, at any time prior to September 1, 2025, STBV may redeem up to 40% of the principal amount of the outstanding 5.875% Senior Notes (including additional 5.875% Senior Notes, if any) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 105.875%, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60% of the aggregate principal amount of the 5.875% Senior Notes (including additional 5.875% Senior Notes, if any) remains outstanding immediately after each such redemption. Guarantees The obligations of the issuers of the Senior Notes are guaranteed by STBV and all of its subsidiaries (excluding the company that is the issuer of the relevant Senior Notes) that guarantee the obligations of STI under the Credit Agreement (after giving effect to the release of guarantees pursuant to the Eleventh Amendment and the Thirteenth Amendment discussed below). On June 23, 2022, we entered into the Eleventh Amendment, which amended the Credit Agreement to, among other things, release the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions. On August 22, 2023, we entered into the Thirteenth Amendment, which amended the Credit Agreement to, among other things, release the Specified Foreign Guarantors from all of their remaining obligations as guarantors and securing parties under the Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions. The Specified Foreign Guarantors were released from their guaranty obligations with respect to the 5.625% Senior Notes, the 5.0% Senior Notes, the 4.0% Senior Notes, the 5.875% Senior Notes, the 4.375% Senior Notes, and the 3.75% Senior Notes, in each case in accordance with the terms of the relevant indenture pursuant to which such senior notes were issued. Events of Default The Senior Notes Indentures provide for events of default that include, among others, nonpayment of principal or interest when due, breach of covenants or other provisions in the relevant Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, failure to pay certain judgments, and the cessation of the full force and effect of the guarantees of significant subsidiaries. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding Senior Notes issued under the relevant Senior Notes Indenture may declare the principal of, and accrued but unpaid interest on, all of the relevant Senior Notes to be due and payable immediately. All provisions regarding remedies in an event of default are subject to the relevant Senior Notes Indenture. Restrictions and Covenants As of December 31, 2023, STBV and all of its subsidiaries were subject to certain restrictive covenants under the Credit Agreement and the Senior Notes Indentures. We entered into the Eleventh Amendment and Thirteenth Amendment to the Credit Agreement on June 23, 2022 and August 22, 2023, respectively. These amendments each amended the Credit Agreement to, among other things, modify certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder. Under certain circumstances, STBV is permitted to designate a subsidiary as "unrestricted" for purposes of the Credit Agreement, in which case the restrictive covenants thereunder will not apply to that subsidiary; the Senior Notes Indentures do not contain such a permission. STBV has not designated any subsidiaries as unrestricted. The net assets of STBV subject to these restrictions totaled $3.0 billion at December 31, 2023. Credit Agreement The Credit Agreement contains non-financial restrictive covenants (subject to important exceptions and qualifications set forth in the Credit Agreement) that limit our ability to, among other things: • incur indebtedness or liens, prepay subordinated debt, or amend the terms of our subordinated debt; • make loans and investments (including acquisitions) or sell assets; • change our business or accounting policies, merge, consolidate, dissolve or liquidate, or amend the terms of our organizational documents; • enter into affiliate transactions; • pay dividends and make other restricted payments; • or enter into certain burdensome contractual obligations. In addition, under the Credit Agreement, STBV and its subsidiaries are required to maintain a senior secured net leverage ratio not to exceed 5.0:1.0 at the conclusion of certain periods when outstanding loans and letters of credit that are not cash collateralized for the full face amount thereof exceed 20% of the commitments under the Revolving Credit Facility. Senior Notes Indentures The Senior Notes Indentures contain restrictive covenants (subject to important exceptions and qualifications set forth in the Senior Notes Indentures) that limit the ability of STBV and its subsidiaries to, among other things: incur liens; incur or guarantee indebtedness without guaranteeing the Senior Notes; engage in sale and leaseback transactions; or effect mergers or consolidations, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of STBV and its subsidiaries. Certain of these covenants will be suspended if the Senior Notes are assigned an investment grade rating by Standard & Poor's Rating Services or Moody's Investors Service, Inc. and provided no default has occurred and is continuing at such time. The suspended covenants will be reinstated if the Senior Notes are no longer assigned an investment grade rating by either rating agency or an event of default has occurred and is continuing at such time. As of December 31, 2023, none of the Senior Notes were assigned an investment grade rating by either rating agency. Restrictions on Payment of Dividends STBV's subsidiaries are generally not restricted in their ability to pay dividends or otherwise distribute funds to STBV, except for restrictions imposed under applicable corporate law. STBV, however, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to Sensata plc, under the Credit Agreement. Specifically, the Credit Agreement prohibits STBV from paying dividends or making distributions to its parent companies except for purposes that include, but are not limited to, the following: • customary and reasonable operating expenses, legal and accounting fees and expenses, and overhead of such parent companies incurred in the ordinary course of business, provided that such amounts, in the aggregate, do not exceed $20.0 million in any fiscal year; • dividends and other distributions in an aggregate amount not to exceed $200.0 million plus certain amounts, including the retained portion of excess cash flow, but only insofar as no default or event of default exists and the senior secured net leverage ratio is less than 2.0:1.0 calculated on a pro forma basis; • so long as no default or an event of default exists, dividends and other distributions in an aggregate amount not to exceed $50.0 million in any calendar year (with the unused portion in any year being carried over to succeeding years) plus unlimited additional amounts but only insofar as the senior secured net leverage ratio is less than 2.5:1.0 calculated on a pro forma basis; and • other dividends and other distributions in an aggregate amount not to exceed $150.0 million, so long as no default or event of default exists. The Senior Notes Indentures generally allow STBV to pay dividends and make other distributions to its parent companies. Compliance with Financial Covenants We were in compliance with all of the financial covenants and default provisions associated with our indebtedness as of December 31, 2023 and for the fiscal year then ended. Accounting for Debt Financing Transactions In the year ended December 31, 2023, in connection with the early redemption of the 5.625% Senior Notes, we recognized a loss of $4.6 million, which primarily reflects payment of $4.0 million for the "make-whole" premium, with the remaining loss representing the write-off of debt discounts and deferred financing costs. In connection with the prepayment on the Term Loan, we recognized a loss of $0.9 million, representing the write-off of deferred financing costs. These losses are presented in other, net. In the year ended December 31, 2022, in connection with the entry into the Eleventh Amendment, we recognized $2.7 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets. In connection with the issuance of the 5.875% Senior Notes, we capitalized $6.1 million of deferred financing costs, which are presented on the consolidated balance sheets as a reduction of long-term debt. In connection with the redemption of the 4.875% Senior Notes, we recognized a loss of $5.5 million, presented in other, net, related to the write-off of unamortized deferred financing costs and debt discounts. In the year ended December 31, 2021, in connection with the early redemption of the $750.0 million aggregate principal amount outstanding on the 6.25% senior notes due 2026 (the "6.25% Senior Notes"), we recognized a loss of $30.1 million, which primarily reflects payment of $23.4 million for the early redemption premium, with the remaining loss representing write-off of debt discounts and deferred financing costs. In addition, in connection with the issuance of the 4.0% Senior Notes, we recognized $9.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets and $1.7 million of issuance premiums, which are presented as an addition to long-term debt on our consolidated balance sheets. Refer to Note 2: Significant Accounting Policies for additional information related to our accounting policies regarding debt financing transactions. Finance Leases Refer to Note 17: Leases for additional information related to our finance leases. Debt Maturities The aggregate principal amount of each tranche of our Senior Notes is due in full at its maturity date. The Term Loan was paid in full on May 3, 2023. Loans made pursuant to the Revolving Credit Facility must be repaid in full at its maturity date and can be repaid prior to then at par. All letters of credit issued thereunder will terminate at the final maturity of the Revolving Credit Facility unless cash collateralized prior to such time. In accordance with the terms of the Senior Secured Credit Facilities, no amount under the Term Loan, once repaid, may be reborrowed. The following table presents the remaining mandatory principal repayments of long-term debt, excluding finance lease payments and discretionary repurchases of debt, in each of the years ended December 31, 2024 through 2028 and thereafter. For the year ended December 31, Aggregate Maturities 2024 $ — 2025 700,000 2026 — 2027 — 2028 — Thereafter 2,700,000 Total long-term debt principal payments $ 3,400,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Off-Balance Sheet Arrangements From time to time, we execute contracts that require us to indemnify the other parties to the contracts. These indemnification obligations generally arise in two contexts. First, in connection with certain transactions, such as the divestiture of a business or the issuance of debt or equity securities, the agreement typically contains standard provisions requiring us to indemnify the purchaser against breaches by us of representations and warranties contained in the agreement. These indemnities are generally subject to time and liability limitations. Second, we enter into agreements in the ordinary course of business, such as customer contracts, that might contain indemnification provisions relating to product quality, intellectual property infringement, governmental regulations and employment related matters, and other typical indemnities. In certain cases, indemnification obligations arise by law. We believe that our indemnification obligations are consistent with other companies in the markets in which we compete. Performance under any of these indemnification obligations would generally be triggered by a breach of the terms of the contract or by a third-party claim. Historically, we have experienced only immaterial and irregular losses associated with these indemnifications. Consequently, any future liabilities brought about by these indemnifications cannot reasonably be estimated or accrued. Indemnifications Provided as Part of Contracts and Agreements We are party to the following types of agreements pursuant to which we may be obligated to indemnify a third party with respect to certain matters. Officers and Directors: Our articles of association provide for indemnification of directors and officers by us to the fullest extent permitted by applicable law, as it now exists or may hereinafter be amended (but, in the case of an amendment, only to the extent such amendment permits broader indemnification rights than permitted prior thereto), against any and all liabilities, including all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or outside of his or her mandate. The articles do not provide a limit to the maximum future payments, if any, under the indemnification. No indemnification is provided for in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty on our behalf. In addition, we have a liability insurance policy that insures directors and officers against the cost of defense, settlement, or payment of claims and judgments under some circumstances. Certain indemnification payments may not be covered under our directors’ and officers’ insurance coverage. Initial Purchasers of Senior Notes : Pursuant to the terms of the purchase agreements entered into in connection with our private placement senior note offerings, we are obligated to indemnify the initial purchasers of the Senior Notes against certain liabilities caused by any untrue statement or alleged untrue statement of a material fact in various documents relied upon by such initial purchasers, or to contribute to payments the initial purchasers may be required to make in respect thereof. The purchase agreements do not provide a limit to the maximum future payments, if any, under these indemnifications. Intellectual Property and Product Liability Indemnification: We routinely sell products with a limited intellectual property and product liability indemnification included in the terms of sale. Historically, we have had only immaterial and irregular losses associated with these indemnifications. Consequently, any future liabilities resulting from these indemnifications cannot reasonably be estimated or accrued. Product Warranty Liabilities Refer to Note 2: Significant Accounting Policies — Revenue Recognition for additional information related to the warranties we provide to customers. In the event a warranty claim based on defective materials exists, we may be able to recover some of the cost of the claim from the vendor from whom the materials were purchased. Our ability to recover some of the costs will depend on the terms and conditions to which we agreed when the materials were purchased. When a warranty claim is made, the only collateral available to us is the return of the inventory from the customer making the warranty claim. Historically, when customers make a warranty claim, we either replace the product or provide the customer with a credit. We generally do not rework the returned product. Our policy is to accrue for warranty claims when a loss is both probable and estimable. This is accomplished by accruing for estimated returns and estimated costs to replace the product at the time the related revenue is recognized. Liabilities for warranty claims are not material. In some instances, customers may make claims for costs they incurred or other damages related to a claim. Environmental Remediation Liabilities Our operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and our employees, including those governing air emissions, chemical usage, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. We are, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving us or our operations. Legal Proceedings and Claims We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. 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, and/or cash flows. We account for litigation and claims losses in accordance with FASB ASC Topic 450, Contingencies . Under FASB ASC Topic 450, loss contingency provisions are recognized for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined each accounting period as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions. A best estimate amount may be changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected. Pending Litigation and Claims: There are no material pending litigation or claims outstanding as of December 31, 2023. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity Cash Dividends In the years ended December 31, 2023 and 2022, we paid cash dividends totaling an aggregate of $71.5 million and $51.1 million, respectively. We did not pay cash dividends in the year ended December 31, 2021. Foreign Currency Translation Prior to October 1, 2023, the functional currency of the Company's wholly-owned subsidiaries in China was the USD. Effective October 1, 2023, as a result of significant changes in economic facts and circumstances in the operations of our China foreign entities, the functional currency of the Company's wholly-owned subsidiaries in China changed to the CNY. The changes in economic facts and circumstances caused a permanent change to our strategy in China toward a more self-contained model, making China the primary economic environment in which these subsidiaries operate. This change was accounted for prospectively and does not impact prior period financial statements. As a result of this change, on October 1, 2023, we recorded an adjustment in other comprehensive income attributable to the current-rate translation of non-monetary assets as of that date in accordance with FASB ASC Topic 830. In addition, in the fourth quarter of 2024, we started recording an adjustment to translate these subsidiaries' financial statements from CNY to USD (our reporting currency). These adjustments are included in other comprehensive income and are presented under the heading Accumulated Other Comprehensive Income/(Loss) below. Treasury Shares From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board of Directors at any time, including with respect to the authorized amount under the programs. Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting. Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity. In July 2019 our Board of Directors authorized a $500.0 million ordinary share repurchase program (the "July 2019 Program"). During the year ended December 31, 2021, we repurchased approximately 0.8 million ordinary shares under the July 2019 Program for $47.8 million (an average price of $59.28 per share). In January 2022, our Board of Directors authorized a new $500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the July 2019 Program. During the years ended December 31, 2023 and 2022, we repurchased approximately 1.5 million and 6.3 million ordinary shares, respectively, for $60.3 million and $292.3 million, respectively, (an average price of $40.80 and $46.08 per share, respectively), under the January 2022 Program. On September 26, 2023, our Board of Directors authorized a new $500.0 million ordinary share repurchase program (the “September 2023 Program”), which replaced the January 2022 Program, effective on October 1, 2023. Sensata’s shareholders had previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the buyback program. Approximately $164.2 million remained available for repurchase under the January 2022 Program on September 30, 2023. During the year ended December 31, 2023, we repurchased approximately 0.8 million ordinary shares under the September 2023 Program for $28.1 million (an average price of $33.83 per share). As of December 31, 2023, approximately $471.9 million remained available under the September 2023 Program. Accumulated Other Comprehensive Income/(Loss) The components of accumulated other comprehensive income/(loss) for the years ended December 31, 2023, 2022, and 2021 were as follows: Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment Accumulated Other Comprehensive (Loss)/Income Balance as of December 31, 2020 $ (6,733) $ (42,802) $ — $ (49,535) Pre-tax current period change 31,671 8,145 — 39,816 Income tax effect (8,107) (1,734) — (9,841) Balance as of December 31, 2021 16,831 (36,391) — (19,560) Pre-tax current period change (1,571) 5,311 — 3,740 Income tax effect 405 (849) — (444) Balance as of December 31, 2022 15,665 (31,929) — (16,264) Pre-tax current period change 2,492 4,864 21,390 28,746 Income tax effect (644) (1,434) (442) (2,520) Balance as of December 31, 2023 $ 17,513 $ (28,499) $ 20,948 $ 9,962 The components of other comprehensive income, net of tax, for the years ended December 31, 2023, 2022, and 2021 were as follows: For the year ended December 31, 2023 2022 2021 Cash Flow Hedges Pension CTA Total Cash Flow Hedges Pension Total Cash Flow Hedges Pension Total Other comprehensive income/(loss) before reclassifications $ 30,490 $ 2,033 $ 20,948 $ 53,471 $ 37,957 $ 1,597 $ 39,554 $ 23,883 $ (30) $ 23,853 Amounts reclassified from accumulated other comprehensive income/(loss) (28,642) 1,397 — (27,245) (39,123) 2,865 (36,258) (319) 6,441 6,122 Other comprehensive income/(loss) $ 1,848 $ 3,430 $ 20,948 $ 26,226 $ (1,166) $ 4,462 $ 3,296 $ 23,564 $ 6,411 $ 29,975 The amounts reclassified from accumulated other comprehensive income/(loss) for the years ended December 31, 2023, 2022, and 2021 were as follows: Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Income/(Loss) For the year ended December 31, Affected Line in Consolidated Statements of Operations 2023 2022 2021 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ (17,120) $ (46,183) $ 9,281 Net revenue (1) Foreign currency forward contracts (21,481) (6,543) (9,707) Cost of revenue (1) Total, before taxes (38,601) (52,726) (426) Income before taxes Income tax effect 9,959 13,603 107 Provision for income taxes Total, net of taxes $ (28,642) $ (39,123) $ (319) Net (loss)/income Defined benefit and retiree healthcare plans $ 1,942 $ 3,844 $ 8,268 Other, net Income tax effect (545) (979) (1,827) Provision for income taxes Total, net of taxes $ 1,397 $ 2,865 $ 6,441 Net (loss)/income __________________________ (1) Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to amounts to be reclassified from accumulated other comprehensive income/(loss) in future periods. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those amounts are presented: As of December 31, 2023 2022 Operating lease right-of-use assets: Other assets $ 40,223 $ 42,836 Total operating lease right-of-use assets $ 40,223 $ 42,836 Operating lease liabilities: Accrued expenses and other current liabilities $ 11,458 $ 9,971 Other long-term liabilities 29,288 32,721 Total operating lease liabilities $ 40,746 $ 42,692 Finance lease right-of-use assets: Property, plant and equipment, at cost $ 44,852 $ 49,714 Accumulated depreciation (28,875) (29,442) Property, plant and equipment, net $ 15,977 $ 20,272 Finance lease liabilities: Current portion of long-term debt and finance lease obligations $ 2,276 $ 1,841 Finance lease obligations, less current portion 22,949 24,742 Total finance lease liabilities $ 25,225 $ 26,583 The table below presents the lease liabilities arising from obtaining right-of-use assets in the years ended December 31, 2023 and 2022: For the year ended December 31, 2023 2022 Operating leases $ 1,152 $ 4,230 Finance leases $ 0 $ 284 The table below presents our total lease cost for the years ended December 31, 2023, 2022, and 2021 (short-term and variable lease cost was not material for any of the years presented): For the year ended December 31, 2023 2022 2021 Operating lease cost $ 15,215 $ 14,900 $ 15,529 Finance lease cost: Amortization of right-of-use assets $ 1,460 $ 1,621 $ 1,714 Interest on lease liabilities 2,200 2,339 2,477 Total finance lease cost $ 3,660 $ 3,960 $ 4,191 The table below presents the cash paid related to our operating and finance leases for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Operating cash outflow related to operating leases $ 15,374 $ 15,498 $ 15,173 Operating cash outflow related to finance leases $ 2,016 $ 2,119 $ 2,372 Financing cash outflow related to finance leases $ 1,460 $ 2,423 $ 1,806 The table below presents the weighted-average remaining lease term of our operating and finance leases (in years) as of December 31, 2023, 2022, and 2021: 2023 2022 2021 Operating leases 6.0 6.5 7.2 Finance leases 9.3 10.1 11.1 The table below presents our weighted-average discount rate as of December 31, 2023, 2022, and 2021: 2023 2022 2021 Operating leases 5.6 % 5.2 % 5.6 % Finance leases 8.7 % 8.7 % 8.6 % The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of December 31, 2023: Year ending December 31, Operating Leases Finance Leases 2024 $ 13,692 $ 4,184 2025 11,165 3,871 2026 6,318 3,930 2027 4,120 3,994 2028 2,985 3,809 Thereafter 11,852 17,577 Total undiscounted cash flows related to lease liabilities 50,132 37,365 Less imputed interest (9,386) (12,140) Total lease liabilities $ 40,746 $ 25,225 |
Leases | Leases The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those amounts are presented: As of December 31, 2023 2022 Operating lease right-of-use assets: Other assets $ 40,223 $ 42,836 Total operating lease right-of-use assets $ 40,223 $ 42,836 Operating lease liabilities: Accrued expenses and other current liabilities $ 11,458 $ 9,971 Other long-term liabilities 29,288 32,721 Total operating lease liabilities $ 40,746 $ 42,692 Finance lease right-of-use assets: Property, plant and equipment, at cost $ 44,852 $ 49,714 Accumulated depreciation (28,875) (29,442) Property, plant and equipment, net $ 15,977 $ 20,272 Finance lease liabilities: Current portion of long-term debt and finance lease obligations $ 2,276 $ 1,841 Finance lease obligations, less current portion 22,949 24,742 Total finance lease liabilities $ 25,225 $ 26,583 The table below presents the lease liabilities arising from obtaining right-of-use assets in the years ended December 31, 2023 and 2022: For the year ended December 31, 2023 2022 Operating leases $ 1,152 $ 4,230 Finance leases $ 0 $ 284 The table below presents our total lease cost for the years ended December 31, 2023, 2022, and 2021 (short-term and variable lease cost was not material for any of the years presented): For the year ended December 31, 2023 2022 2021 Operating lease cost $ 15,215 $ 14,900 $ 15,529 Finance lease cost: Amortization of right-of-use assets $ 1,460 $ 1,621 $ 1,714 Interest on lease liabilities 2,200 2,339 2,477 Total finance lease cost $ 3,660 $ 3,960 $ 4,191 The table below presents the cash paid related to our operating and finance leases for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Operating cash outflow related to operating leases $ 15,374 $ 15,498 $ 15,173 Operating cash outflow related to finance leases $ 2,016 $ 2,119 $ 2,372 Financing cash outflow related to finance leases $ 1,460 $ 2,423 $ 1,806 The table below presents the weighted-average remaining lease term of our operating and finance leases (in years) as of December 31, 2023, 2022, and 2021: 2023 2022 2021 Operating leases 6.0 6.5 7.2 Finance leases 9.3 10.1 11.1 The table below presents our weighted-average discount rate as of December 31, 2023, 2022, and 2021: 2023 2022 2021 Operating leases 5.6 % 5.2 % 5.6 % Finance leases 8.7 % 8.7 % 8.6 % The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of December 31, 2023: Year ending December 31, Operating Leases Finance Leases 2024 $ 13,692 $ 4,184 2025 11,165 3,871 2026 6,318 3,930 2027 4,120 3,994 2028 2,985 3,809 Thereafter 11,852 17,577 Total undiscounted cash flows related to lease liabilities 50,132 37,365 Less imputed interest (9,386) (12,140) Total lease liabilities $ 40,746 $ 25,225 |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 31, 2023 | |
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. The levels of the fair value hierarchy are described below: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2 inputs utilize inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs for the asset or liability, allowing for situations where there is little, if any, market activity for the asset or liability. Measured on a Recurring Basis Our assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 are shown in the below table. As of December 31, 2023 2022 Assets measured at fair value: Cash equivalents (Level 1) $ 138,749 $ 860,034 Foreign currency forward contracts (Level 2) 28,871 31,126 Commodity forward contracts (Level 2) 1,457 4,181 Total assets measured at fair value $ 169,077 $ 895,341 Liabilities measured at fair value: Foreign currency forward contracts (Level 2) $ 8,996 $ 9,866 Commodity forward contracts (Level 2) 795 4,671 Total liabilities measured at fair value $ 9,791 $ 14,537 Refer to Note 2: Significant Accounting Policies for additional information related to the methods used to estimate the fair value of our financial instruments and Note 19: Derivative Instruments and Hedging Activities for additional information related to the inputs used to determine these fair value measurements and the nature of the risks that these derivative instruments are intended to mitigate. Cash equivalents consist of U.S. Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market. Although we have determined that the majority of the inputs used to value our derivative instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own non-performance risk and the respective counterparties' non-performance risk in the fair value measurement. As of December 31, 2023 and 2022, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivatives in their entirety are classified in Level 2 in the fair value hierarchy. Quanergy As of December 31, 2021, we held a $50.0 million investment in Quanergy Series B Preferred Stock (the "Series B Investment"). The Series B Investment did not have a readily determinable fair value and was held using the measurement alternative prescribed in FASB ASC Topic 321. On February 8, 2022, Quanergy merged with CITIC Capital Acquisition Corp, a special purpose acquisition corporation. On February 9, 2022, Quanergy was listed on the NYSE under the ticker symbol QNGY. Upon completion of the merger, our investment in Quanergy was $75.1 million, consisting of a $50.0 million investment in common shares converted from the Series B Investment, a $7.5 million private investment in public equity, and 2.5 million warrants with a fair value of $17.6 million, each of which represented the right to purchase one common share of Quanergy at a price of $0.01 per share. We converted these warrants to common shares in the year ended December 31, 2022. On October 6, 2022, Quanergy executed a 1-to-20 reverse stock split. Upon execution of the reverse stock split, our holdings of Quanergy common stock declined to approximately 0.4 million shares. As of December 31, 2022, we had marked the full investment in Quanergy to approximately zero, resulting in a mark-to-market loss of $75.1 million in the year ended December 31, 2022, which was recorded in other, net. As of December 31, 2023, the fair value of the investment is zero. Refer to Note 6: Other, Net for details of the components of other, net. Measured on a Nonrecurring Basis We evaluated our goodwill for impairment as of October 1, 2023. Refer to Note 11: Goodwill and Other Intangible Assets, Net for additional information. Based on this analysis, which used the discounted cash flow method, and, when applicable, a market multiples approach using comparable companies, we determined that as of October 1, 2023, goodwill related to our Insights reporting unit was impaired. As a result, we recorded a $321.7 million non-cash goodwill impairment charge in the fourth quarter of 2023, representing the entire goodwill balance allocated to Insights. This impairment was driven by a lower long-range financial forecast resulting from the impact of restructuring actions taken in the third and fourth quarters of 2023 and consequent business decisions regarding our level of investment in Insights in future years considering Sensata’s focus on electrification. Other valuation assumptions for the Insights reporting unit valuation that are impacted by macroeconomic factors also contributed to the impairment. No other reporting units were impaired. As of December 31, 2023, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or other indefinite-lived intangible assets. In July 2022, we sold the Qinex Business. We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit. Refer to Note 11: Goodwill and Other Intangible Assets, Net and Note 21: Acquisitions and Divestitures for additional information. In the three months ended June 30, 2023, we exited the Spear Marine Business, as discussed further in Note 5: Restructuring and Other Charges, Net . We considered the exit of the Spear Marine Business and determined that goodwill related to the Clean Energy Solutions reporting unit was not impaired as of the date of the exit. Financial Instruments Not Recorded at Fair Value The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the consolidated balance sheets as of December 31, 2023 and 2022. All fair value measures presented are categorized within Level 2 of the fair value hierarchy. As of December 31, 2023 2022 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Term Loan $ — $ — $ 446,834 $ 443,483 5.625% Senior Notes $ — $ — $ 400,000 $ 398,000 5.0% Senior Notes $ 700,000 $ 694,750 $ 700,000 $ 684,250 4.375% Senior Notes $ 450,000 $ 415,125 $ 450,000 $ 400,500 3.75% Senior Notes $ 750,000 $ 656,250 $ 750,000 $ 626,250 4.0% Senior Notes $ 1,000,000 $ 920,000 $ 1,000,000 $ 875,000 5.875% Senior Notes $ 500,000 $ 495,000 $ 500,000 $ 473,750 __________________________ (1) Excluding any related debt discounts, premiums, and deferred financing costs. We also hold trade accounts receivables and payables, for which the fair value approximates the carrying value due to their short-term nature. In addition to the above, we hold certain equity investments that do not have readily determinable fair values, for which we use the measurement alternative prescribed in FASB ASC Topic 321 . Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We utilize derivative instruments that are designated and qualify as hedges of our exposure to variability in expected future cash flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on these hedging instruments with the earnings effect of the hedged forecasted transactions. We may enter into other derivative contracts that are intended to economically hedge certain risks, even though we elect not to apply hedge accounting under FASB ASC Topic 815. Derivative financial instruments not designated as hedges are used to manage our exposure to certain risks, not for trading or speculative purposes. Refer to Note 2: Significant Accounting Policies for additional information related to the valuation techniques and accounting policies regarding derivative instruments and hedging activities. Foreign Currency Risk We are exposed to fluctuations in the values of certain foreign currencies relative to the functional currency of a given entity. We enter into forward contracts to manage this exposure. We currently have outstanding foreign currency forward contracts that qualify as cash flow hedges intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities, which are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815. For each of the years ended December 31, 2023, 2022, and 2021, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material. As of December 31, 2023, we estimate that $20.6 million of net gains will be reclassified from accumulated other comprehensive income/(loss) to earnings during the twelve-month period ending December 31, 2024. As of December 31, 2023, we had the following outstanding foreign currency forward contracts: Notional Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted- Average Strike Rate Hedge Designation (1) 43.0 EUR December 21, 2023 January 31, 2024 Euro ("EUR") to USD 1.10 USD Not designated 390.0 EUR Various from February 2022 to December 2023 Various from January 2024 to December 2025 EUR to USD 1.10 USD Cash flow hedge 808.0 CNY December 21, 2023 January 31, 2024 USD to CNY 7.08 CNY Not designated 160.0 JPY December 21, 2023 January 31, 2024 USD to Japanese Yen ("JPY") 141.44 JPY Not designated 29,224.7 KRW Various from February 2022 to December 2023 Various from January 2024 to November 2025 USD to Korean Won ("KRW") 1,283.82 KRW Cash flow hedge 21.0 MYR December 21, 2023 January 31, 2024 USD to Malaysian Ringgit ("MYR") 4.62 MYR Not designated 183.0 MXN December 21, 2023 January 31, 2024 USD to Mexican Peso ("MXN") 17.17 MXN Not designated 4,480.0 MXN Various from February 2022 to December 2023 Various from January 2024 to December 2025 USD to MXN 19.84 MXN Cash flow hedge 61.9 GBP Various from February 2022 to December 2023 Various from January 2024 to December 2025 British Pound Sterling ("GBP") to USD 1.23 USD Cash flow hedge __________________________ (1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve the economic value, and they are not used for trading or speculative purposes. Commodity Risk We enter into commodity forward contracts in order to limit our exposure to variability in raw material costs that is caused by movements in the price of underlying metals. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815. As of December 31, 2023, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815: Commodity Notional Remaining Contracted Periods Weighted-Average Silver 682,292 troy oz. January 2024 to September 2025 $ 23.87 Copper 6,530,830 pounds January 2024 to September 2025 $ 3.88 Financial Instrument Presentation The following table presents the fair value of our derivative financial instruments and their classification in the consolidated balance sheets as of December 31, 2023 and 2022: Asset Derivatives Liability Derivatives Balance Sheet As of December 31, Balance Sheet As of December 31, 2023 2022 2023 2022 Derivatives designated as hedging instruments: Foreign currency forward contracts Prepaid expenses and other current assets $ 25,176 $ 27,114 Accrued expenses and other current liabilities $ 6,746 $ 6,586 Foreign currency forward contracts Other assets 3,554 3,763 Other long-term liabilities 1,806 3,280 Total $ 28,730 $ 30,877 $ 8,552 $ 9,866 Derivatives not designated as hedging instruments: Commodity forward contracts Prepaid expenses and other current assets $ 1,314 $ 2,542 Accrued expenses and other current liabilities $ 719 $ 4,066 Commodity forward contracts Other assets 143 1,639 Other long-term liabilities 76 605 Foreign currency forward contracts Prepaid expenses and other current assets 141 249 Accrued expenses and other current liabilities 444 — Total $ 1,598 $ 4,430 $ 1,239 $ 4,671 These fair value measurements are all categorized within Level 2 of the fair value hierarchy. Refer to Note 18: Fair Value Measures for additional information related to the categorization of these fair value measurements within the fair value hierarchy. The following tables present the effect of our derivative financial instruments on the consolidated statements of operations and the consolidated statements of comprehensive income for the years ended December 31, 2023 and 2022: Derivatives designated as hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income Location of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income For the year ended December 31, For the year ended December 31, 2023 2022 2023 2022 Foreign currency forward contracts $ (1,018) $ 39,173 Net revenue $ 17,120 $ 46,183 Foreign currency forward contracts $ 42,111 $ 11,982 Cost of revenue $ 21,481 $ 6,543 Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net (Loss)/Income Location of (Loss)/Gain Recognized in Net (Loss)/Income For the year ended December 31, 2023 2022 Commodity forward contracts $ (2,762) $ (3,350) Other, net Foreign currency forward contracts $ 4,237 $ 4,324 Other, net Credit risk related contingent features We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280. The Sensing Solutions reportable segment 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. Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, certain costs associated with our strategic growth trend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recognized in connection with acquisitions. Corporate and other costs excluded from an operating (and reportable) segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2: Significant Accounting Policies . The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications. Examples include those used in subsystems of automobiles, on-road trucks, and off-road equipment, such as tire pressure monitoring, thermal management, electrical protection, regenerative braking, powertrain (engine/transmission), and exhaust management. These products are used in subsystems that, among other things, improve operating performance and efficiency and contribute to environmentally sustainable and safe solutions. The Sensing Solutions segment primarily serves the industrial and aerospace industries through the development and manufacture of a broad portfolio of application-specific sensor and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, water management, operator controls, charging infrastructure, renewable energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets. Some of the products and solutions the segment sells include pressure, temperature, and position sensors, motor and compressor protectors, high-voltage contactors, solid state relays, bimetal electromechanical controls, power inverters, charge controllers, battery management systems, operator controls, and power conversion systems. Sensing Solutions products perform many functions, including prevention of damage from excess heat or electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from direct current power to alternating current power. The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the years ended December 31, 2023, 2022, and 2021. The net revenue and segment operating income amounts previously reported in the table below for the years ended December 31, 2022 and 2021 have been retrospectively recast to reflect the move of the material handling products between operating segments as described above. For the year ended December 31, 2023 2022 2021 Net revenue: Performance Sensing $ 3,002,728 $ 2,920,393 $ 2,801,226 Sensing Solutions 1,051,355 1,108,869 1,019,580 Total net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 Segment operating income (as defined above): Performance Sensing $ 744,246 $ 728,308 $ 758,129 Sensing Solutions 299,032 323,347 312,293 Total segment operating income 1,043,278 1,051,655 1,070,422 Corporate and other (633,242) (294,429) (288,111) Amortization of intangible assets (173,860) (153,787) (134,129) Restructuring and other charges, net (54,500) 66,700 (14,942) Operating income 181,676 670,139 633,240 Interest expense (182,184) (195,565) (182,582) Interest income 31,324 16,746 3,291 Other, net (12,974) (94,618) (40,032) Income before taxes $ 17,842 $ 396,702 $ 413,917 No customer exceeded 10% of our net revenue in any of the periods presented. The following table presents net revenue by product category for the years ended December 31, 2023, 2022, and 2021: Performance Sensing Sensing Solutions For the year ended December 31, 2023 2022 2021 Net revenue: Sensors X X $ 2,991,525 $ 2,887,063 $ 2,952,485 Electrical protection X X 677,949 710,483 635,141 Other X X 384,609 431,716 233,180 Net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 The following table presents depreciation and amortization expense for our reportable segments for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Depreciation and amortization: Performance Sensing $ 100,012 $ 97,063 $ 91,591 Sensing Solutions 16,356 16,380 16,334 Corporate and other (1) 190,597 167,528 151,163 Total depreciation and amortization $ 306,965 $ 280,971 $ 259,088 __________________________ (1) Included within corporate and other is depreciation expense associated with the step-up in fair value of assets acquired in connection with a business combination (e.g., PP&E and inventories), amortization of intangible assets, and accelerated depreciation recognized in connection with restructuring actions. We do not allocate these amounts to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker. The following table presents total assets for our reportable segments as of December 31, 2023 and 2022: As of December 31, 2023 2022 Assets: Performance Sensing $ 2,029,982 $ 1,747,768 Sensing Solutions 409,162 631,052 Corporate and other (1) 5,241,843 6,377,400 Total assets $ 7,680,987 $ 8,756,220 __________________________ (1) The following is included within corporate and other as of December 31, 2023 and 2022: goodwill of $3,542.8 million and $3,911.2 million, respectively; other intangible assets, net of $883.7 million and $999.7 million, respectively; cash and cash equivalents of $508.1 million and $1,225.5 million, respectively; and PP&E, net of $50.5 million and $43.3 million, respectively. This treatment is consistent with the financial information reviewed by our chief operating decision maker. The following table presents additions to PP&E and capitalized software for our reportable segments for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Additions to property, plant and equipment and capitalized software: Performance Sensing $ 131,864 $ 110,101 $ 104,220 Sensing Solutions 20,878 19,681 20,559 Corporate and other 31,867 20,282 19,624 Total additions to property, plant and equipment and capitalized software $ 184,609 $ 150,064 $ 144,403 Geographic Area Information The following tables present net revenue by geographic area and by significant country for the years ended December 31, 2023, 2022, and 2021. In these tables, net revenue is aggregated according to the location of our subsidiaries. For the year ended December 31, 2023 2022 2021 Net revenue: Americas $ 1,825,012 $ 1,705,222 $ 1,450,658 Europe 1,066,100 1,045,031 1,003,204 Asia and rest of world 1,162,971 1,279,009 1,366,944 Net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 For the year ended December 31, 2023 2022 2021 Net revenue: United States $ 1,678,457 $ 1,563,616 $ 1,311,878 China 724,737 818,974 871,667 The Netherlands 904,176 810,069 621,658 Korea 168,600 159,239 191,045 United Kingdom 105,205 119,109 120,686 All other 472,908 558,255 703,872 Net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 The following tables present PP&E, net, by geographic area and by significant country as of December 31, 2023 and 2022. In these tables, PP&E, net is aggregated based on the location of our subsidiaries. As of December 31, 2023 2022 Property, plant and equipment, net: Americas $ 318,562 $ 283,189 Europe 158,445 168,271 Asia and rest of world 409,003 389,359 Property, plant and equipment, net $ 886,010 $ 840,819 As of December 31, 2023 2022 Property, plant and equipment, net: United States $ 120,736 $ 111,270 China 305,647 294,408 Mexico 197,672 171,749 Bulgaria 119,413 127,171 United Kingdom 28,140 29,640 Malaysia 98,694 90,584 All other 15,708 15,997 Property, plant and equipment, net $ 886,010 $ 840,819 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisitions and Divestitures [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions The following discussion relates to our acquisitions during the year ended December 31, 2022. There were no acquisitions in the year ended December 31, 2023. Refer to Note 11: Goodwill and Other Intangible Assets, Net for additional discussion of our consolidated goodwill and other intangible assets, net balances. Elastic M2M On February 11, 2022, we acquired all of the equity interests of Elastic M2M, Inc. ("Elastic M2M") for an aggregate cash purchase price of $51.6 million, subject to certain post-closing items. In addition to the aggregate cash purchase price, the previous shareholders of Elastic M2M were entitled to up to $30.0 million of additional acquisition-related incentive compensation, which was pending the completion of certain technical milestones in fiscal year 2022 and achievement of financial targets in fiscal years 2022 and 2023. All technical milestones were completed in fiscal year 2022. In the years ended December 31, 2023 and 2022, we recognized $5.3 million and $24.7 million of that acquisition-related incentive compensation in restructuring and other charges, net. Elastic M2M is an innovator of connected intelligence for operational assets across heavy-duty transport, warehouse, supply chain and logistics, industrial, light-duty passenger car, and a variety of other industry segments. Elastic M2M primarily serves telematics service providers and resellers, enabling them to leverage Elastic M2M’s cloud platform and analytics capabilities to deliver sensor-based operational insights to their end users. This acquisition augments our cloud capabilities critical to delivering actionable sensor-based insights. We are integrating Elastic M2M into the Performance Sensing reportable segment. The allocation of the purchase price related to this acquisition was finalized in the three months ended March 31, 2023. The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Net working capital, excluding cash $ 35 Goodwill 28,211 Other intangible assets 27,700 Deferred income tax liabilities (5,925) Fair value of net assets acquired, excluding cash and cash equivalents 50,021 Cash and cash equivalents 1,597 Fair value of net assets acquired $ 51,618 The goodwill recognized as a result of this acquisition represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The goodwill recognized in this acquisition will not be deductible for tax purposes. In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 17,500 13 Completed technologies 10,200 10 Total definite-lived intangible assets acquired $ 27,700 12 The definite-lived intangible assets were valued using the income approach. We primarily used the relief-from-royalty method to value completed technologies, and we used the multi-period excess earnings method to value customer relationships. These valuation methods incorporate assumptions including expected discounted future net cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships. Dynapower On July 12, 2022, we completed the acquisition of all of the equity interests of DP Acquisition Corp ("Dynapower"), a leader in power conversion systems, including inverters, converters, and rectifiers, for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications, for an aggregate cash purchase price of $577.5 million, subject to certain post-closing items. Dynapower also provides aftermarket sales and service to maintain its equipment in the field. Dynapower is a foundational addition to our Clean Energy Solutions strategy and complements our recent acquisitions of GIGAVAC, Lithium Balance, and Spear. We are integrating Dynapower into our Sensing Solutions reportable segment. We recorded measurement period adjustments in the three months ended June 30, 2023 that predominantly reflected an updated valuation of definite-lived intangible assets. Accordingly, definite-lived intangible assets in the three months ended June 30, 2023 increased $57.2 million (primarily customer relationships). Along with other adjustments, including the associated deferred income tax liability on acquired intangibles, goodwill decreased $41.0 million as a result of these adjustments. Other measurement period adjustments recorded in the year ended December 31, 2023 were not material. The allocation of the purchase price related to this acquisition was finalized in the three months ended September 30, 2023. The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Net working capital, excluding cash $ 9,958 Property, plant and equipment 1,846 Goodwill 379,823 Other intangible assets 221,600 Other assets 1,656 Deferred income tax liabilities (40,785) Other liabilities (1,035) Fair value of net assets acquired, excluding cash and cash equivalents 573,063 Cash and cash equivalents 4,410 Fair value of net assets acquired $ 577,473 The goodwill recognized as a result of this acquisition represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. The goodwill recognized in this acquisition will not be deductible for tax purposes. In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets. The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 79,800 16 Backlog 15,500 3 Completed technologies 92,100 15 Tradenames 34,200 18 Total definite-lived intangible assets acquired $ 221,600 15 The definite-lived intangible assets were valued using the income approach. We primarily used the relief-from-royalty method to value completed technologies and tradenames, and we used the multi-period excess earnings method to value customer relationships. These valuation methods incorporate assumptions including expected discounted future net cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships. Divestiture - Qinex Business On May 27, 2022, we executed an asset purchase agreement (the "APA") whereby we agreed to sell the Qinex Business to LTI Holdi ngs, Inc. ("LTI") in exchange for consideration of approximately $219.0 million, subject to working capital and other adjustments. Concurrent with the execution of the APA, the parties entered into a Contract Manufacturing Agreement ("CMA") and a Transition Services Agreement ("TSA"), each for nominal consideration. The CMA commenced at closing of the transaction ("Closing") and had a term of either six Closing occurred in July 2022, at which time assets of approximately $70 million (including allocated goodwill of $45 million) and liabilities of approximately $2 million transferred to LTI. Transferred assets and liabilities excluded inventories and accounts payable, which transferred to LTI at the end of the Transition Peri od. We received cash consideration of $198.8 million at Closing. Cash consideration received at Closing excluded amounts held in escrow until various milestones were met through the Transition Period. We received an additional $5.0 million in August 2022 following fulfillment of a portion of our TSA obligations. In the three months ended June 30, 2023, we received an escrow payment of $15.0 million, which included $10.0 million (presented in cash flows from operating activities) related to the transfer of inventory. Approximately $4.0 million remains in escrow as of December 31, 2023. In the twelve months ended December 31, 2022, we recognized a pre-tax gain of approximately $135.1 million and transaction-related charges of approximately $8.2 million related to this transaction. The gain on sale and transaction-related charges are each presented in restructuring and other charges, net Note 5: Restructuring and Other Charges, Net for additional information. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of the Registrant | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of the Registrant | SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT SENSATA TECHNOLOGIES HOLDING PLC (Parent Company Only) Balance Sheets (In thousands) As of December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 328 $ 1,227 Accounts receivable from subsidiaries 11,394 8,291 Notes receivable from subsidiaries 135,003 203,844 Prepaid expenses and other current assets 1,797 1,998 Total current assets 148,522 215,360 Deferred income tax assets 343 436 Investment in subsidiaries 2,971,636 2,911,358 Total assets $ 3,120,501 $ 3,127,154 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 694 $ 1,075 Accounts payable to subsidiaries 7,446 13,814 Intercompany interest payable 1,111 — Accrued expenses and other current liabilities 2,376 1,458 Total current liabilities 11,627 16,347 Long-term intercompany debt 112,598 — Total liabilities 124,225 16,347 Total shareholders’ equity 2,996,276 3,110,807 Total liabilities and shareholders’ equity $ 3,120,501 $ 3,127,154 SENSATA TECHNOLOGIES HOLDING PLC (Parent Company Only) Statements of Comprehensive Income (In thousands) For the year ended December 31, 2023 2022 2021 Net revenue $ — $ — $ — Operating costs and expenses 14,709 15,489 13,687 Loss from operations (14,709) (15,489) (13,687) Intercompany dividend income — 400,000 200,000 Intercompany interest income/(expense), net 6,537 140 (315) Other intercompany, net (14) 859 — Other, net (3,683) 141 (215) Net (loss)/income before income taxes and equity in net income of subsidiaries (11,869) 385,651 185,783 Benefit from income taxes 2,473 2,738 2,134 Net (loss)/income before equity in net income of subsidiaries (9,396) 388,389 187,917 Equity in net income/(loss) of subsidiaries, net of tax 5,487 (77,704) 175,663 Net (loss)/income (3,909) 310,685 363,580 Subsidiaries' other comprehensive income 26,226 3,296 29,975 Comprehensive income $ 22,317 $ 313,981 $ 393,555 The accompanying notes are an integral part of these condensed financial statements. SENSATA TECHNOLOGIES HOLDING PLC (Parent Company Only) Statements of Cash Flows (In thousands) For the year ended December 31, 2023 2022 2021 Net cash used in operating activities $ (15,510) $ (9,455) $ (15,959) Cash flows from investing activities: Intercompany loans 112,598 — (224,972) Cash dividends received from subsidiary — 400,000 200,000 Net cash provided by/(used in) investing activities 112,598 400,000 (24,972) Cash flows from financing activities: Proceeds from exercise of stock options and issuance of ordinary shares 5,346 22,803 26,290 Proceeds from/(payments on) intercompany borrowings 68,888 (62,108) 72,726 Dividends paid (71,543) (51,072) — Payments to repurchase ordinary shares (88,398) (292,274) (47,843) Payments of employee restricted stock tax withholdings (12,280) (8,525) (9,048) Net cash (used in)/provided by financing activities (97,987) (391,176) 42,125 Net change in cash and cash equivalents (899) (631) 1,194 Cash and cash equivalents, beginning of year 1,227 1,858 664 Cash and cash equivalents, end of year $ 328 $ 1,227 $ 1,858 The accompanying notes are an integral part of these condensed financial statements. Sensata Technologies Holding plc (Parent Company)—Schedule I—Condensed Financial Information of Sensata Technologies Holding plc ("Sensata plc"), included in this Annual Report on Form 10-K (this "Report"), provides all parent company information that is required to be presented in accordance with the U.S. Securities and Exchange Commission ("SEC") rules and regulations for financial statement schedules. The accompanying condensed financial statements have been prepared in accordance with the reduced disclosure requirements permitted by the SEC. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto of Sensata plc and subsidiaries (the "Consolidated Financial Statements"), which are included elsewhere in this Report. Investments in subsidiaries are accounted for using the equity method of accounting. The income and losses attributable to subsidiaries is reported on a net basis as equity income in earnings of subsidiaries. All U.S. dollar amounts presented except per share amounts are stated in thousands, unless otherwise indicated. Sensata plc conducts limited separate operations and acts primarily as a holding company. Sensata plc has no direct outstanding debt obligations. However, Sensata Technologies B.V., an indirect, wholly-owned subsidiary of Sensata plc, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to Sensata plc, under its Senior Secured Credit Facilities and the indentures governing its senior notes. For a discussion of the debt obligations of the subsidiaries of Sensata plc, refer to Note 14: Debt of the Consolidated Financial Statements included elsewhere in this Report. For a discussion of the commitments and contingencies of the subsidiaries of Sensata plc, refer to Note 15: Commitments and Contingencies of the Consolidated Financial Statements included elsewhere in this Report. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In thousands) Balance at the Additions Deductions Balance at the End of Charged, Net of Reversals, For the year ended December 31, 2023 Accounts receivable allowances $ 24,246 $ 9,027 $ (4,293) $ 28,980 For the year ended December 31, 2022 Accounts receivable allowances $ 17,003 $ 8,531 $ (1,288) $ 24,246 For the year ended December 31, 2021 Accounts receivable allowances $ 19,033 $ (813) $ (1,217) $ 17,003 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net (loss)/income | $ (3,909) | $ 310,685 | $ 363,580 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Paul Vasington [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 7, 2023, Paul Vasington retired as Executive Vice President, Chief Financial Officer and ceased being an officer for purposes of Section 16 of the Exchange Act. On November 16, 2023, Mr. Vasington's "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K, entered on March 1, 2023, was terminated. | |
Name | Paul Vasington | |
Title | Executive Vice President, Chief Financial Officer | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | November 16, 2023 | |
Jeff Cote [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 9, 2023, Jeff Cote, Chief Executive Officer and President, an officer for purposes of Section 16 of the Exchange Act, entered into a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K. This arrangement was entered into during an open trading window and provides for the potential sale of up to 100,000 ordinary shares contingent on attainment of certain price per share of our common stock. The earliest sell date is February 7, 2024 and the plan will terminate upon the earlier of June 30, 2025 or the date all ordinary shares under the plan are sold. In addition, Mr. Cote may terminate the plan at any time. | |
Name | Jeff Cote | |
Title | Chief Executive Officer and President | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 9, 2023 | |
Arrangement Duration | 599 days | |
Aggregate Available | 100,000 | 100,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity. In the year ended December 31, 2023, we presented interest income on the consolidated statements of operations separate from interest expense. Previously, interest income had been included in interest expense, net. Accordingly, we reclassified interest income to a separate caption in each of the years ended December 31, 2022 and 2021 in the consolidated statements of operations to conform to current period presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise our judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingencies at the date of the financial statements, and the reported amounts of net revenue and expense during the reporting periods. Estimates are used when accounting for certain items such as: allowance for doubtful accounts and sales returns; inventory obsolescence; asset impairments (including goodwill and other intangible assets); contingencies; the value of certain equity awards and the measurement of share-based compensation; the determination of accrued expenses; certain asset valuations; accounting for income taxes; the useful lives of plant and equipment; measurement of our post-retirement benefit obligations; and with respect to business combinations, valuation of contingent consideration and the identification, valuation, and determination of useful lives of acquired identifiable intangible assets. The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. In order to achieve this, we use the five-step model outlined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers . This five-step model requires us to identify the contract with the customer, identify the performance obligation(s) in the contract, determine the transaction price, allocate the transaction price to the performance obligation(s), and recognize revenue when (or as) we satisfy the performance obligation(s). The vast majority of our contracts (as defined in FASB ASC Topic 606) are customer purchase orders that require us to transfer specified quantities of tangible products to our customers. These performance obligations are generally satisfied within a short period of time. Amounts billed to our customers for shipping and handling after control has transferred are recognized as revenue and the related costs that we incur are presented in cost of revenue. In determining the transaction price, we evaluate whether the consideration promised in the contract includes a variable amount and, if applicable, we include in the transaction price some or all of an amount of variable consideration only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may be explicitly stated in the contract or implied based on our customary practices. Examples of variable consideration present in our contracts include rights of return, in the case of a defective or non-conforming product, and trade discounts, including early payment discounts and retrospective volume discounts. Such variable consideration has not historically been material in relation to our net revenue. Our contract terms generally require the customer to make payment shortly (that is, less than one year) after the shipment date. In such instances, we do not consider the effects of a significant financing component in determining the transaction price. Lastly, we exclude from our determination of the transaction price value-added tax and other similar taxes. Our performance obligations are satisfied, and revenue is recognized, when control of the product is transferred to the customer. The transfer of control generally occurs at the point in time the product is shipped from our warehouse or, less often, at the point in time it is received by the customer, depending on the specific terms of the arrangement. Many of our products are designed and engineered to meet customer specifications. These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized. Products are then manufactured and sold to customers. However, in certain cases, pre-production activities are a performance obligation in a customer purchase order, and revenue is recognized when the performance obligation is satisfied. Customer arrangements rarely involve post-installation or post-sale testing and acceptance. Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which is not considered a distinct performance obligation in accordance with FASB ASC Topic 606. Depending on the product, we generally provide such warranties for a period of three years after the date we ship the product to our original equipment manufacturer customers or for a period of twelve months after the date the customer resells our product to the end consumer, whichever comes first. 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 do not generally offer separately priced extended warranty or product maintenance contracts. 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. |
Share-Based Compensation | Share-Based Compensation We measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted securities, and recognize as compensation expense that fair value over the requisite service period in accordance with FASB ASC Topic 718, Compensation—Stock Compensation . Share-based compensation expense is generally recognized as a component of selling, general and administrative ("SG&A") expense, which is consistent with where the related employee costs are presented, however, such costs, or a portion thereof, may be capitalized provided certain criteria are met. Share-based awards may be subject to either cliff vesting (i.e., the entire award vests on a particular date) or graded vesting (i.e., portions of the award vest at different points in time). In accordance with FASB ASC Topic 718, compensation expense associated with share-based awards subject to cliff vesting must be recognized on a straight-line basis. For awards without performance conditions that are subject to graded vesting, companies have the option to recognize compensation expense either on a straight-line or accelerated basis. We have elected to recognize compensation expense for these awards on a straight-line basis. However, awards that are subject to both graded vesting and performance conditions must be expensed on an accelerated basis. We grant restricted securities for which vesting is contingent only upon service conditions, those that are also subject to performance conditions, and, beginning in fiscal year 2023, those that are subject to conditions based on the attainment of certain market criteria relative to peer companies (the latter referred to as "Market PRSUs"). The fair value of Market PRSUs is estimated at grant date using a Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility, dividend rate, and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. All other restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange (the "NYSE") on the grant date. Certain of our restricted securities include performance conditions, which require us to estimate the probable outcome of the performance condition. Compensation expense is recognized if it is probable that the performance condition will be achieved. |
Financial Instruments | Financial Instruments Our material financial instruments include derivative instruments, debt instruments, equity investments, trade accounts receivable, and trade accounts payable. Derivative financial instruments We account for derivative financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement and FASB ASC Topic 815, Derivatives and Hedging . In accordance with FASB ASC Topic 815, we recognize all derivatives on the balance sheet at fair value. The fair value of our derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected net cash flows of each instrument. These analyses utilize observable market-based inputs, including foreign currency exchange rates and commodity forward curves, and reflect the contractual terms of these instruments, including the period to maturity. Derivative instruments that are designated and qualify as hedges of the exposure to changes in the fair value of an asset, liability, or commitment, and that are attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments that are designated and qualify as hedges of the exposure to variability in expected future cash flows are considered cash flow hedges. Derivative instruments may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Currently, all of our derivative instruments that are designated as accounting hedges are cash flow hedges. We also hold derivative instruments that are not designated as accounting hedges. The accounting for changes in the fair value of our cash flow hedges depends on whether we have elected to designate the derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In accordance with FASB ASC Topic 815, both the effective and ineffective portions of changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other comprehensive income/(loss) and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Changes in the fair value of derivative instruments that are not designated as accounting hedges are recognized immediately in other, net. Refer to Note 16: Shareholders' Equity and Note 19: Derivative Instruments and Hedging Activities for additional information related to the reclassification of amounts from accumulated other comprehensive income/(loss) into earnings. We present the cash flows arising from our derivative financial instruments in a manner consistent with the presentation of cash flows that relate to the underlying hedged items. We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. We do not offset the fair value amounts recognized for derivative instruments against fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral. We maintain derivative instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer. We believe there are no significant concentrations of risk associated with our derivative instruments. Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to our derivative instruments. Debt Instruments A premium or discount on a debt instrument is recognized on the balance sheet as an adjustment to the carrying value of the debt liability. In general, amounts paid to creditors are considered a reduction in the proceeds received from the issuance of the debt and are accounted for as a component of the premium or discount on the issuance, not as an issuance cost. Direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs, and underwriters' fees, among others, paid to parties other than creditors, are also reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of interest expense in the consolidated statements of operations. In accounting for debt financing transactions, we apply the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments . Our evaluation of the accounting under FASB ASC Subtopic 470-50 is done on a creditor-by-creditor basis in order to determine if the terms of the debt are substantially different and, as a result, whether to apply modification or extinguishment accounting. In the event that an individual holder of existing debt did not invest in new debt, we apply extinguishment accounting. Borrowings associated with individual holders of new debt that are not holders of existing debt are accounted for as new issuances. Refer to Note 14: Debt for additional information related to our debt instruments and transactions. Equity Investments We measure equity investments (other than 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 prescribed in FASB ASC Topic 321, Investments - Equity Securities . 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. Refer to Note 18: Fair Value Measures for additional information related to our measurement of equity investments. Trade accounts receivable Trade accounts receivable are recognized at invoiced amounts and do not bear interest. Trade accounts receivable are reduced by an allowance for losses on receivables. Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas. Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers. We estimate an allowance for credit losses on trade accounts receivable at an amount that represents our estimated expected credit losses over the lifetime of our receivables. Our contract terms generally require the customer to make payment shortly after (that is, less than one year) the shipment date. For each of the years ended December 31, 2023, 2022, and 2021, our largest customer accounted for approximately 6% of our net revenue. Trade accounts payable |
Allowance for Losses on Receivables | Allowance for Losses on Receivables The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of the related transaction price recognized as revenue in accordance with FASB ASC Topic 606. The allowance represents an estimate of expected credit losses over the lifetime of our receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written-off. We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience. We consider the need to adjust historical information to reflect the extent to which we expect current conditions and reasonable forecasts to differ from the conditions that existed for the historical period considered. The allowance for losses on receivables also includes an allowance for sales returns (variable consideration). Management judgments are used to determine when to charge off uncollectible trade accounts receivable. We base these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability and intent to pay. Customers are generally not required to provide collateral for purchases. Losses on receivables have not historically been significant. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Businesses acquired are recognized at their fair value on the date of acquisition, with the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed recognized as goodwill. Intangible assets acquired may include either definite-lived or indefinite-lived intangible assets, or both. In accordance with the guidance in FASB ASC Topic 350, Intangibles—Goodwill and Other |
Goodwill | Goodwill Our reporting units have been identified based on the definitions and guidance provided in FASB ASC Topic 350. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review these reporting units to ensure that they continue to reflect the manner in which the business is operated. Some assets and liabilities relate to the operations of multiple reporting units. We allocate these assets and liabilities to the related reporting units based on methods that we believe are reasonable and supportable. We apply that allocation method on a consistent basis from year to year. Other assets and liabilities, such as debt, cash and cash equivalents, and property, plant and equipment ("PP&E") associated with our corporate offices, are viewed as being corporate in nature. Accordingly, we do not assign these assets and liabilities to our reporting units. In the event we reorganize our business, we reassign the assets (including goodwill) and liabilities among the affected reporting units using a reasonable and supportable methodology. As businesses are acquired, we assign assets acquired (including goodwill) and liabilities assumed to a new or existing reporting unit as of the date of the acquisition. In the event a disposal group meets the definition of a business, goodwill is allocated to the disposal group based on the relative fair value of the disposal group to the retained portion of the related reporting unit. We have the option to first assess qualitative factors to determine whether a quantitative goodwill impairment analysis must be performed. The objective of a qualitative goodwill impairment analysis is to assess whether it is more likely than not that the |
Intangible Assets | Indefinite-lived intangible assets Similar to goodwill, we perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review. We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. If we elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment analysis in which we estimate the fair value of the indefinite-lived intangible asset and compare that amount to its carrying value. In this analysis, we estimate the fair value by using the relief-from-royalty method, in which we make assumptions about future conditions impacting the fair value of our indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, and royalty rates. Impairment, if any, is based on the excess of the carrying value over the fair value of these assets. Definite-lived intangible assets Acquisition-related definite-lived intangible assets are amortized on an economic-benefit basis according to the useful lives of the assets, or on a straight-line basis if a pattern of economic benefits cannot be reliably determined. Capitalized software and capitalized software licenses are presented on the consolidated balance sheets as intangible assets. Capitalized software licenses are amortized on a straight-line basis over the lesser of the term of the license or the estimated useful life of the software. Capitalized software is amortized on a straight-line basis over its estimated useful life. Reviews are regularly performed to determine whether facts or circumstances exist that indicate that the carrying values of our definite-lived intangible assets are impaired. If we determine that such facts or circumstances exist, we estimate the recoverability of the related asset or asset group (at the lowest level of identifiable cash flows) by comparing the projected undiscounted net cash flows associated with this asset or asset group to its carrying value. If the sum of the projected undiscounted net cash flows is less than the carrying value of an asset or asset group, the impairment charge is measured as the excess of the carrying value over the fair value of that asset or asset group. We determine fair value by using the appropriate income approach valuation methodology, depending on the nature of the definite-lived intangible asset. |
Income Taxes | Income Taxes We estimate our provision for (or benefit from) income taxes in each of the jurisdictions in which we operate. The provision for (or benefit from) income taxes includes both our current and deferred tax expense. Our deferred tax expense is measured using the asset and liability method, under which deferred income taxes are recognized to reflect the future tax consequences of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse or settle. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. As a result, we maintain valuation allowances against the deferred tax assets in jurisdictions that have incurred losses in recent periods and in which it is more likely than not that such deferred tax assets will not be utilized in the foreseeable future. In accordance with FASB ASC Topic 740, Income Taxes , we record uncertain tax positions on the basis of a two-step process. First, we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position. Second, for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating whether our tax positions meet this two-step process. The more-likely- than-not recognition threshold must be met in each reporting period to support continued recognition of any tax benefits claimed, both in the current year, as well as any year which remains open for review by the relevant tax authority at the balance sheet date. Penalties and interest related to uncertain tax positions may be classified as either income taxes or another expense line item in the consolidated statements of operations. We classify interest and penalties related to uncertain tax positions within the provision for (or benefit from) income taxes line of the consolidated statements of operations. |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries. The funded status of pension and other post-retirement benefit plans, recognized on our consolidated balance sheets as an asset, current liability, or long-term liability, is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date. Benefit obligations represent the actuarial present value of all benefits attributed by the pension formula as of the measurement date to employee service rendered before that date. The value of benefit obligations takes into consideration various financial assumptions, including assumed discount rate and the rate of increase in healthcare costs, and demographic assumptions, including compensation rate increases, retirement patterns, employee turnover rates, and mortality rates. We review these assumptions annually. The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants. It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements. In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effects of call provisions and differences in the timing and amounts of cash outflows related to the bonds. In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates. The expected return on plan assets reflects the average rate of earnings expected on the funds invested to provide for the benefits included in the projected benefit obligation. To determine the expected return on plan assets, we use the fair value of plan assets and consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds. Changes to benefit obligations may also be initiated by a settlement or curtailment. A settlement of a defined benefit obligation is an irrevocable transaction that relieves us (or the plan) of primary responsibility for the defined benefit obligation and eliminates significant risks related to the obligation and the assets used to carry out the settlement. The settlement of all or more than a minor portion of the pension obligation constitutes an event that requires recognition of all or part of the net actuarial gains or losses deferred in accumulated other comprehensive income/(loss). Our policy is to apply settlement accounting to the extent our year-to date settlements for a given plan exceed the sum of our forecasted full year service cost and interest cost for that particular plan. A curtailment is an event that significantly reduces the expected years of service of active employees or eliminates for a significant number of employees the accrual of defined benefits for some or all of their future service. The curtailment accounting provisions are applied on a plan-by-plan basis. The total gain or loss resulting from a curtailment is the sum of two distinct elements: (1) prior service cost write-off and (2) curtailment gain or loss. Our policy is that a curtailment event represents one for which we expect a 10% (or greater) reduction in future years of service or an elimination of the accrual of defined benefits for some or all of the future services of 10% (or greater) of the plan's participants. |
Inventories | Inventories Inventories are stated at the lower of cost or estimated net realizable value. The cost of raw materials, work-in-process, and finished goods is determined based on a first-in, first-out basis and includes material, labor, and applicable manufacturing |
Leases - Right of Use Assets | Leases We account for leases in accordance with the guidance in FASB ASC Topic 842, Leases . We enter into lease agreements for many of our facilities around the world. We occupy leased facilities with initial terms ranging up to 20 years. Our lease agreements frequently include options to renew for additional periods or to purchase the leased assets and generally require that we pay taxes, insurance, and maintenance costs. Depending on the specific terms of the leases, our obligations are in two forms: finance leases and operating leases. For both forms of leases, we recognize a related lease liability and right-of-use asset on our consolidated balance sheets. Our lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using our incremental borrowing rate for a period that is comparable to the remaining lease term. We use our incremental borrowing rate, adjusted for collateralization, because the discount rates implicit in our leases are generally not readily determinable. For finance leases, the consolidated statements of operations include separate recognition of interest on the lease liability and amortization of the right-of-use asset. For operating leases, the consolidated statements of operations include a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. Net cash flows from operating activities include (1) interest on finance lease liabilities and (2) payments arising from operating leases. Net cash flows from financing activities include payments of the principal portion of finance lease liabilities. We also lease certain vehicles and equipment, which generally have a term of one year or less. We have elected to not record leases with a term of one year or less (short-term leases) on the consolidated balance sheets as permitted by FASB ASC Topic 842. Leases - Right of Use Assets |
Long-Lived Assets | Property, Plant and Equipment, Net PP&E is stated at historical cost, which for certain qualifying assets includes capitalized interest. In the case of plant and equipment, the historical cost is depreciated on a straight-line basis over its estimated economic useful life. The depreciable lives of plant and equipment are as follows: Buildings and improvements 2 – 40 years Machinery and equipment 2 – 15 years Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated economic useful lives of the improvements. Amortization of leasehold improvements is included in depreciation expense. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. |
Evaluation of long-lived assets for impairment | Evaluation of long-lived assets for impairment |
Foreign Currency | Foreign Currency Our reporting currency is the USD. We derive a significant portion of our net revenue from markets outside of the U.S. For financial reporting purposes, the functional currency of all of our subsidiaries has historically been the USD because of the significant influence of the USD on our operations. Effective October 1, 2023, the functional currency of the Company's wholly-owned subsidiaries in China changed to the Chinese Renminbi ("CNY"). In certain instances, our subsidiaries enter into transactions that are denominated in a currency other than their functional currency. At the date that such transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the functional currency are adjusted to the functional currency using the exchange rate at the balance sheet date, with gains or losses recognized in other, net in the consolidated statements of operations. For subsidiaries with a functional currency other than the USD, we translate the subsidiary financial statements from their functional currency to USD in accordance with FASB ASC Topic 830, Foreign Currency Matters. According to FASB ASC Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported as cumulative translation adjustment ("CTA"), which is a component of other comprehensive income (or loss) and as a separate component of accumulated other comprehensive income/(loss) on the consolidated balance sheets in accordance with FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have maturities as of the date of purchase of three months or less. We have established guidelines relative to diversification and maturities of our cash balances that maximize both security and liquidity of our funds. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. As of December 31, 2023 and 2022, most of our cash and cash equivalents balances exceeded federally insured limits and could be at risk of loss. |
Recently issued accounting standards | Recently issued accounting standards: In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , to improve disclosures about a public entity's reportable segments. This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and an amount for "other segment items" included in the determination of segment operating income. The guidance also requires that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting , in interim periods, and that a public entity provide the title and position of the chief operating decision maker. Other requirements of the guidance are not expected to be material. There is no change to the guidance for identification or aggregation of operating or reportable segments. FASB ASU No. 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The guidance must be applied retrospectively to all prior periods presented. We will adopt the guidance in FASB ASU No. 2023-07 on January 1, 2024 and will include the required new annual and quarterly disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, respectively. In December 2023, the FASB issued ASU No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures , to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The guidance also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the standard is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact on our income tax related disclosures. |
Legal proceedings and claims | Legal Proceedings and Claims We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. 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, and/or cash flows. We account for litigation and claims losses in accordance with FASB ASC Topic 450, Contingencies . Under FASB ASC Topic 450, loss contingency provisions are recognized for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined each accounting period as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions. A best estimate amount may be changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | The depreciable lives of plant and equipment are as follows: Buildings and improvements 2 – 40 years Machinery and equipment 2 – 15 years PP&E, net as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Land $ 16,005 $ 17,881 Buildings and improvements 326,170 300,288 Machinery and equipment 1,770,382 1,634,371 Total property, plant and equipment 2,112,557 1,952,540 Accumulated depreciation (1,226,547) (1,111,721) Property, plant and equipment, net $ 886,010 $ 840,819 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents net revenue disaggregated by segment and end market for the years ended December 31, 2023, 2022, and 2021: Performance Sensing Sensing Solutions Total For the year ended December 31, For the year ended December 31, For the year ended December 31, 2023 2022 2021 2023 2022 2021 2023 2022 2021 Net revenue: Automotive $ 2,139,306 $ 2,071,879 $ 2,018,056 $ 37,883 $ 35,772 $ 44,351 $ 2,177,189 $ 2,107,651 $ 2,062,407 HVOR (1) 863,422 848,514 783,170 — — — 863,422 848,514 783,170 Industrial (1) — — — 597,502 581,806 460,567 597,502 581,806 460,567 Appliance and HVAC (2) — — — 186,729 218,115 243,938 186,729 218,115 243,938 Aerospace — — — 188,179 152,880 134,735 188,179 152,880 134,735 Other — — — 41,062 120,296 135,989 41,062 120,296 135,989 Net revenue $ 3,002,728 $ 2,920,393 $ 2,801,226 $ 1,051,355 $ 1,108,869 $ 1,019,580 $ 4,054,083 $ 4,029,262 $ 3,820,806 __________________________ (1) Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting. The amounts previously reported in the tables above for the years ended December 31, 2022 and 2021 have been retrospectively recast to reflect this change. (2) Heating, ventilation, and air conditioning |
Share-Based Payment Plans (Tabl
Share-Based Payment Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the year ended December 31, 2023 is presented in the table below: Number of Options (thousands) Weighted-Average Weighted-Average Aggregate Balance as of December 31, 2022 1,527 $ 44.55 3.3 $ 1,802 Forfeited or expired (102) $ 47.66 Exercised (158) $ 34.31 Balance as of December 31, 2023 1,267 $ 45.58 2.6 $ 0 Options vested and exercisable as of December 31, 2023 1,267 $ 45.58 2.6 $ 0 Vested and expected to vest as of December 31, 2023 1,267 $ 45.58 2.6 $ 0 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted securities granted in the years ended December 31, 2023, 2022, and 2021 is presented below: Percentage Range of Units That May Vest (1) 0.0% to 150.0% 0.0% to 172.5% 0.0% to 200.0% (Awards in thousands) RSU Awards Granted Weighted-Average Market PRSU Awards Granted (2) Weighted-Average PRSU Awards Granted Weighted-Average PRSU Awards Granted Weighted-Average 2023 599 $ 48.68 198 $ 52.72 — $ — 150 $ 49.15 2022 618 $ 49.68 — $ — 231 $ 50.12 194 $ 48.33 2021 413 $ 58.29 — $ — 170 $ 58.56 76 $ 57.04 __________________________ (1) Represents the percentage range of PRSU award units granted that may vest according to the terms of the awards. The amounts presented within this table do not reflect our current assessment of the probable outcome of vesting based on the achievement or expected achievement of performance conditions. (2) Approximately 50 percent of these awards represent Market PRSUs that will be evaluated relative to the performance of certain peers as defined in the award agreement. The number of units that ultimately vest (in April 2026 and July 2026) will be from 0% to 150%, depending on achievement of these performance criteria. A summary of activity related to outstanding unvested restricted securities for the year ended December 31, 2023 is presented in the table below (amounts have been calculated based on unrounded shares, accordingly, certain amounts may not appear to recalculate due to the effect of rounding): Restricted Securities (thousands) Weighted-Average Balance as of December 31, 2022 1,755 $ 46.68 Granted 947 $ 49.60 Forfeited (386) $ 48.23 Vested (720) $ 48.19 Balance as of December 31, 2023 1,596 $ 50.51 |
Schedule Of Share-Based Payment Award, Restricted Securities, Valuation Assumptions | The key assumptions used in estimating the grant-date fair value of Market PRSUs for the year ended December 31, 2023 are presented in the table below: For the year ended December 31, 2023 Expected term (years) 3 Risk free interest rate 3.8% Dividend yield 0.9% Stock price on valuation date $50.00 Expected volatility 36% |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Weighted Average Remaining Period | The weighted-average remaining periods (in years) over which the restrictions will lapse as of December 31, 2023, 2022, and 2021 are as follows: As of December 31, 2023 2022 2021 Outstanding 1.2 1.2 1.0 Expected to vest 1.2 1.2 1.0 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The table below presents non-cash compensation expense related to our equity awards, which is recognized within SG&A expense in the consolidated statements of operations, for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Stock options $ (88) $ 632 $ 1,389 Restricted securities 30,082 31,159 24,274 Share-based compensation expense $ 29,994 $ 31,791 $ 25,663 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The table below presents unrecognized compensation expense at December 31, 2023 for each class of award and the remaining expected term for this expense to be recognized: Unrecognized Expected Restricted securities 33,767 1.6 |
Restructuring and Other Charg_2
Restructuring and Other Charges, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Charges recognized in the year ended December 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below. However, as discussed in Note 20: Segment Reporting , restructuring charges are excluded from segment operating income. There were no charges recognized in the years ended December 31, 2023 and 2022. For the year ended December 31, 2021 Performance Sensing (1) $ 2,584 Sensing Solutions (1) 5,898 Corporate and other (1,362) Q2 2020 Global Restructure Program, net $ 7,120 ___________________________________ (1) Of the amounts presented in the table for Performance Sensing and Sensing Solutions, approximately $1.2 million and $3.8 million, respectively, related to site closures. We expect these restructuring charges to impact our business segments and corporate functions as follows: Charges (Dollars in thousands) Positions Minimum Maximum Performance Sensing 157 $ 7,043 $ 8,495 Sensing Solutions 147 5,214 7,495 Corporate and other 162 8,243 9,510 Total 466 $ 20,500 $ 25,500 Restructuring charges recognized in the year ended December 31, 2023 resulting from the Q3 2023 Plan are presented by business segment and corporate functions below. Severance Facility and other exit costs (1) Performance Sensing $ 7,741 $ 237 Sensing Solutions 4,850 955 Corporate and other 9,712 — Q3 2023 Plan total $ 22,303 $ 1,192 ___________________________________ (1) Includes site closures Location For the year ended December 31, 2023 Accelerated amortization Amortization of intangible assets $ 13,527 Write-down of inventory Cost of revenue 10,479 Severance charges Restructuring and other charges, net 1,159 Write-down of property, plant and equipment Restructuring and other charges, net 2,002 Other charges, including contract termination costs Restructuring and other charges, net 11,335 Total $ 38,502 The following table presents the components of restructuring and other charges, net for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Q2 2020 Global Restructure Program, net (1) $ — $ — $ 7,120 Q3 2023 Plan, net (1) 23,495 — — Other restructuring and other charges, net Severance costs, net (2) 7,849 19,112 4,504 Facility and other exit costs 600 5,464 2,433 Gain on sale of business (3) (5,877) (135,112) — Acquisition-related compensation arrangements (4) 15,274 48,864 — Other (5) 13,159 (5,028) 885 Restructuring and other charges, net $ 54,500 $ (66,700) $ 14,942 __________________________ (1) Includes net severance charges and facility and other exit costs related to the respective programs as detailed under the headings Q2 2020 Global Restructure Program and Q3 2023 Plan above. (2) Each period presented includes severance charges, net of reversals, that do not represent the initiation of a larger restructuring plan. The year ended December 31, 2023 includes severance charges incurred as a result of the exit of the Spear Marine Business as detailed under the heading Spear Marine Business above. (3) The year ended December 31, 2022 includes the gain on sale of various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business"). Refer to Note 21: Acquisitions and Divestitures for additional information. (4) Acquisition-related compensation arrangements consist of incentive compensation to previous owners of companies we have acquired. Payment is generally tied to technical and/or financial targets determined at the time of acquisition. (5) Represents charges that are not included in one of the other classifications. The year ended December 31, 2023 primarily includes charges related to the exit of the Spear Marine Business, as detailed under the heading Spear Marine Business above. The year ended December 31, 2022 primarily includes transaction-related charges to sell the Qinex Business, partially offset by gains related to changes in the fair value of acquisition-related contingent consideration amounts. Refer to Note 21: Acquisitions and Divestitures |
Schedule of Restructuring Reserve by Type of Cost | The following table presents a rollforward of the severance portion of our restructuring obligations for the years ended December 31, 2023 and 2022: Q3 2023 Plan Q2 2020 Global Restructure Program Other (1) Total Balance as of December 31, 2021 $ — $ 3,853 $ 3,380 $ 7,233 Charges, net of reversals — (660) 19,772 19,112 Payments — (3,155) (14,479) (17,634) Foreign currency remeasurement — (16) (78) (94) Balance as of December 31, 2022 — 22 8,595 8,617 Charges, net of reversals 22,303 — 7,849 30,152 Payments (16,501) — (15,822) (32,323) Foreign currency remeasurement 215 — 125 340 Balance as of December 31, 2023 $ 6,017 $ 22 $ 747 $ 6,786 __________________________ (1) Includes severance charges related to the exit of the Spear Marine Business. |
Other, Net (Tables)
Other, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other, Net | The following table presents the components of other, net for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Currency remeasurement (loss)/gain on net monetary assets (1) $ (20,152) $ (18,155) $ 3,449 Gain/(loss) on foreign currency forward contracts (2) 4,237 4,324 (7,553) Loss on commodity forward contracts (2) (2,762) (3,350) (2,967) Loss on debt financing (3) (5,413) (5,468) (30,066) Loss on equity investments, net (4) (711) (75,569) — Net periodic benefit cost, excluding service cost (3,923) (5,125) (7,528) Other 15,750 8,725 4,633 Other, net $ (12,974) $ (94,618) $ (40,032) __________________________ (1) Relates to the remeasurement of non-functional currency denominated net monetary assets and liabilities into the functional currency. Refer to Note 2: Significant Accounting Policies — Foreign Currency for additional information. (2) Relates to changes in the fair value of derivative financial instruments not designated as cash flow hedges. Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to gains and losses on our commodity and foreign currency forward contracts. (3) Refer to Note 14: Debt for additional information related to our debt financing transactions. (4) Primarily reflects a mark-to-market loss on our investment in Quanergy Systems, Inc. ("Quanergy") in the year ended December 31, 2022. Refer to Note 18: Fair Value Measures for additional information. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income before taxes for the years ended December 31, 2023, 2022, and 2021 was categorized by jurisdiction as follows: U.S. Non-U.S. (1) Total 2023 $ (323,548) $ 341,390 $ 17,842 2022 $ (66,899) $ 463,601 $ 396,702 2021 $ 39,947 $ 373,970 $ 413,917 __________________________ (1) Includes U.K. income/(loss) before taxes of $7,506, $(4,401), and $(42,879) for the years ended December 31, 2023, 2022, and 2021, respectively. |
Schedule of Provision for (Benefit from) Income Taxes | Provision for income taxes for the years ended December 31, 2023, 2022, and 2021 comprised provisions for (or benefits from) income tax by jurisdiction as follows: U.S. Federal Non-U.S. (1) U.S. State Total 2023 Current $ 1,578 $ 73,658 $ 665 $ 75,901 Deferred (15,862) (27,089) (11,199) (54,150) Total $ (14,284) $ 46,569 $ (10,534) $ 21,751 2022 Current $ 2,111 $ 81,912 $ 2,775 $ 86,798 Deferred 3,699 (4,865) 385 (781) Total $ 5,810 $ 77,047 $ 3,160 $ 86,017 2021 Current $ 1,005 $ 54,401 $ 201 $ 55,607 Deferred 6,261 (12,747) 1,216 (5,270) Total $ 7,266 $ 41,654 $ 1,417 $ 50,337 __________________________ (1) Includes U.K. current tax (or benefit) of $100, $246, and $(7,739) and U.K. deferred tax (or benefit) of $(811), $(3,528), and $(20,643), resulting in U.K. total tax (or benefit) of $(711), $(3,282), and $(28,382) for tax years ended December 31, 2023, 2022, and 2021, respectively. |
Schedule of Effective Income Tax Rate Reconciliation | The principal reconciling items from income tax computed at the U.K. statutory tax rate for the year ended December 31, 2023 were as follows: For the year ended December 31, 2023 Tax computed at statutory rate of 23.5% $ 4,193 Capital restructuring and dispositions (286,434) Valuation allowances 278,486 Goodwill impairment 41,151 Foreign rate differential (17,690) Withholding taxes not creditable 14,132 Research and development incentives (9,023) U.S. state taxes, net of federal benefit (8,740) Unrealized foreign currency exchange losses/(gains), net 1,395 Reserve for tax exposure 1,117 Changes in tax laws or rates (339) Nontaxable items and other 3,503 Provision for income taxes $ 21,751 The principal reconciling items from income tax computed at the U.S. statutory rate for the years ended December 31, 2023, 2022, and 2021 were as follows: For the year ended December 31, 2023 2022 2021 Tax computed at statutory rate of 21% $ 3,747 $ 83,307 $ 86,923 Capital restructuring and dispositions (286,434) 4,496 — Valuation allowances 278,486 15,679 20,512 Goodwill impairment 41,151 — — Foreign tax rate differential (17,303) (44,327) (30,485) Withholding taxes not creditable 14,132 12,337 13,259 Research and development incentives (9,023) (10,834) (11,067) U.S. state taxes, net of federal benefit (8,740) 2,496 1,119 Unrealized foreign currency exchange losses/gains, net 1,454 9,306 (6,137) Reserve for tax exposure 1,117 1,315 (16,330) Change in tax laws or rates (339) 2,611 (7,070) Nontaxable items and other 3,503 9,631 (387) Provision for income taxes $ 21,751 $ 86,017 $ 50,337 |
Schedule of Deferred Tax Assets and Liabilities | The primary components of deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows: As of December 31, 2023 2022 Deferred tax assets: Net operating loss, interest expense, and other carryforwards $ 453,618 $ 379,036 Prepaid and accrued expenses 37,737 48,540 Intangible assets and goodwill 20,820 67,330 Pension liability and other 8,910 9,801 Property, plant and equipment 14,661 15,042 Share-based compensation 8,175 7,862 Inventories and related reserves 18,556 17,329 Unrealized exchange loss 286 17,645 Outside basis difference of subsidiaries 304,398 — Total deferred tax assets 867,161 562,585 Valuation allowance (569,569) (249,525) Net deferred tax asset 297,592 313,060 Deferred tax liabilities: Intangible assets and goodwill (460,892) (489,169) Tax on undistributed earnings and outside basis differences of subsidiaries (34,995) (60,535) Operating lease right of use assets (6,332) (6,803) Property, plant and equipment (15,232) (14,309) Unrealized exchange gain (7,687) (6,298) Total deferred tax liabilities (525,138) (577,114) Net deferred tax liability $ (227,546) $ (264,054) |
Schedule of Income Tax Contingencies | A reconciliation of the amount of unrecognized tax benefits is as follows: For the year ended December 31, 2023 2022 2021 Balance at beginning of year $ 224,588 $ 223,791 $ 201,410 Increases related to current year tax positions 3,335 4,997 3,574 Increases related to prior year tax positions 1,205 1,312 37,869 (Decreases)/increases related to business combinations — (883) 1,370 Decreases related to settlements with tax authorities (414) — (11,015) Decreases related to prior year tax positions (41,241) (3,097) (8,363) Decreases related to lapse of applicable statute of limitations (687) (743) (483) Changes related to foreign currency exchange rates 406 (789) (571) Balance at end of year $ 187,192 $ 224,588 $ 223,791 |
Schedule of Income Tax Examinations | The following table presents the expense/(income) related to such interest and penalties recognized in the consolidated statements of operations during the years ended December 31, 2023, 2022, and 2021, and the amount of interest and penalties recorded on the consolidated balance sheets as of December 31, 2023 and 2022: Statements of Operations Balance Sheets For the year ended December 31, As of December 31, (In millions) 2023 2022 2021 2023 2022 Interest $ 0.3 $ 0.5 $ (0.1) $ 2.5 $ 2.1 Penalties $ 0.0 $ 0.1 $ 0.0 $ 0.5 $ 0.5 |
Net (Loss)_Income per Share (Ta
Net (Loss)/Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted-Average Ordinary Shares Outstanding | For the years ended December 31, 2023, 2022, and 2021, the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows: For the year ended December 31, (In thousands) 2023 2022 2021 Basic weighted-average ordinary shares outstanding 152,089 155,253 158,166 Dilutive effect of stock options — 212 640 Dilutive effect of unvested restricted securities — 462 564 Diluted weighted-average ordinary shares outstanding 152,089 155,927 159,370 |
Schedule of Antidilutive Securities | These potential ordinary shares are as follows: For the year ended December 31, (In thousands) 2023 2022 2021 Anti-dilutive shares excluded 2,864 1,115 6 Contingently issuable shares excluded 1,239 1,294 1,029 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table presents the components of inventories as of December 31, 2023 and 2022: As of December 31, 2023 2022 Finished goods $ 223,972 $ 202,531 Work-in-process 113,209 117,691 Raw materials 376,304 324,653 Inventories $ 713,485 $ 644,875 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of PP&E, net | The depreciable lives of plant and equipment are as follows: Buildings and improvements 2 – 40 years Machinery and equipment 2 – 15 years PP&E, net as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Land $ 16,005 $ 17,881 Buildings and improvements 326,170 300,288 Machinery and equipment 1,770,382 1,634,371 Total property, plant and equipment 2,112,557 1,952,540 Accumulated depreciation (1,226,547) (1,111,721) Property, plant and equipment, net $ 886,010 $ 840,819 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in net goodwill by segment for the years ended December 31, 2023 and 2022. Performance Sensing (3) Sensing Solutions (3) Total Balance as of December 31, 2021 $ 2,480,598 $ 1,021,465 $ 3,502,063 Acquisitions 30,873 423,288 454,161 Divestiture — (45,000) (45,000) Balance as of December 31, 2022 2,511,471 1,399,753 3,911,224 Divestiture — (8,240) (8,240) Measurement period adjustments — (38,494) (38,494) Goodwill impairment charge (1) (321,700) — (321,700) Foreign currency translation effect (20) — (20) Goodwill reallocation (2) (57,071) 57,071 — Balance as of December 31, 2023 $ 2,132,680 $ 1,410,090 $ 3,542,770 __________________________ (1) In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $321.7 million non-cash impairment charge. Refer to additional information under the heading Reporting Units below. (2) Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting. Refer to Note 20: Segment Reporting for additional information. This product move resulted in a reallocation of $57.1 million of goodwill from the HVOR reporting unit to the Industrial Solutions reporting unit based on its fair value relative to the total fair value of the HVOR reporting unit. (3) |
Schedule of Finite-Lived Intangible Assets by Major Class | The following tables outline the components of definite-lived intangible assets as of December 31, 2023 and 2022: As of December 31, 2023 Weighted- Gross Accumulated Accumulated Foreign Currency Translation Effect Net Completed technologies 11 $ 1,024,019 $ (756,831) $ (2,430) $ (215) $ 264,543 Customer relationships (1) 12 2,123,931 (1,661,230) (12,144) — 450,557 Backlog 2 15,500 (8,346) — — 7,154 Tradenames 16 107,577 (32,316) — — 75,261 Capitalized software and other 7 74,823 (64,037) — — 10,786 Total 11 $ 3,345,850 $ (2,522,760) $ (14,574) $ (215) $ 808,301 __________________________ (1) During the year ended December 31, 2023, we wrote-off approximately $4.0 million of fully-amortized customer relationships that were not in use. As of December 31, 2022 Weighted- Gross Accumulated Accumulated Net Completed technologies (1) 13 $ 1,017,911 $ (684,181) $ (2,430) $ 331,300 Customer relationships (1)(2) 12 2,092,088 (1,586,454) (12,144) 493,490 Tradenames (2) 18 107,577 (24,575) — 83,002 Capitalized software and other (3) 7 74,163 (57,603) — 16,560 Total 12 $ 3,291,739 $ (2,352,813) $ (14,574) $ 924,352 __________________________ (1) During the year ended December 31, 2022, we disposed of the Qinex Business, which included approximately $4.2 million and $26.5 million of fully amortized completed technologies and customer relationships, respectively. (2) During the year ended December 31, 2022, we wrote-off approximately $43.1 million and $4.1 million of fully-amortized customer relationships and tradenames, respectively, that were not in use. (3) During the year ended December 31, 2022, we retired approximately $2.2 million of capitalized software that was not in use, along with approximately $0.5 million of associated accumulated amortization. |
Schedule of Amortization Expense | The following table outlines amortization of definite-lived intangible assets for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Acquisition-related definite-lived intangible assets $ 167,695 $ 147,110 $ 125,982 Capitalized software 6,165 6,677 8,147 Amortization of intangible assets $ 173,860 $ 153,787 $ 134,129 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents estimated amortization of definite-lived intangible assets for each of the next five years: For the year ended December 31, 2024 $ 147,405 2025 $ 118,280 2026 $ 97,972 2027 $ 84,910 2028 $ 73,375 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Accrued compensation and benefits $ 73,209 $ 85,995 Accrued interest 45,187 50,146 Foreign currency and commodity forward contracts 7,909 10,652 Current portion of operating lease liabilities 11,458 9,971 Accrued severance 6,786 8,617 Current portion of pension and post-retirement benefit obligations 2,653 2,504 Other accrued expenses and current liabilities 159,800 179,057 Accrued expenses and other current liabilities $ 307,002 $ 346,942 |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plan, Plan with Projected Benefit Obligation in Excess of Plan Assets | The following table presents changes in the benefit obligation and plan assets for our defined benefit and other post-retirement benefit plans in total for the years ended December 31, 2023 and 2022: For the year ended December 31, 2023 2022 Change in benefit obligation: Beginning balance $ 84,451 $ 108,511 Service cost 4,073 3,897 Interest cost 3,453 2,485 Plan participants’ contributions 539 562 Actuarial loss/(gain) 31 (11,710) Curtailment loss — 466 Benefits paid (5,975) (12,436) Divestiture — (997) Foreign currency remeasurement 1,135 (6,327) Ending balance $ 87,707 $ 84,451 Change in plan assets: Beginning balance $ 45,861 $ 67,199 Actual return on plan assets 4,458 (8,606) Employer contributions 3,419 4,368 Plan participants’ contributions 539 562 Benefits paid (5,975) (12,436) Foreign currency remeasurement (1,426) (5,226) Ending balance $ 46,876 $ 45,861 Funded status at end of year $ (40,831) $ (38,590) Accumulated benefit obligation at end of year $ 74,593 $ 72,468 |
Schedule of Weighted Average Assumptions | Weighted-average assumptions used to calculate the projected benefit obligations of our defined benefit and retiree healthcare benefit plans as of December 31, 2023 and 2022 are as follows: As of December 31, 2023 2022 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 4.85 % 4.85 % 5.10 % 5.15 % Non-U.S. assumed discount rate 4.60 % NA 3.99 % NA Non-U.S. average long-term pay progression 3.47 % NA 3.28 % NA Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2023 and 2022 and 2021 are as follows: For the year ended December 31, 2023 2022 2021 Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare U.S. assumed discount rate 5.10 % 5.15 % 2.30 % 2.40 % 2.04 % 1.80 % Non-U.S. assumed discount rate 7.14 % NA 5.03 % NA 4.52 % NA U.S. average long-term rate of return on plan assets 4.36 % NA 4.53 % NA 4.00 % NA Non-U.S. average long-term rate of return on plan assets 2.73 % NA 2.38 % NA 1.52 % NA Non-U.S. average long-term pay progression 4.96 % NA 4.52 % NA 4.50 % NA |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net and Finance Lease and Other Financing Obligations | Our long-term debt, net and finance lease obligations as of December 31, 2023 and 2022 consisted of the following: As of December 31, Maturity Date 2023 2022 Term Loan (1) September 20, 2026 $ — $ 446,834 5.625% Senior Notes (2) November 1, 2024 — 400,000 5.0% Senior Notes October 1, 2025 700,000 700,000 4.375% Senior Notes February 15, 2030 450,000 450,000 3.75% Senior Notes February 15, 2031 750,000 750,000 4.0% Senior Notes April 15, 2029 1,000,000 1,000,000 5.875% Senior Notes September 1, 2030 500,000 500,000 Less: debt discount, net of premium (1,568) (3,360) Less: deferred financing costs (24,444) (29,916) Less: current portion (1) — (254,630) Long-term debt, net $ 3,373,988 $ 3,958,928 Finance lease obligations $ 25,225 $ 26,583 Less: current portion (2,276) (1,841) Finance lease obligations, less current portion $ 22,949 $ 24,742 _______________________________ (1) On February 6, 2023, we prepaid $250.0 million of outstanding principal on our term loan facility ("Term Loan") balance. Accordingly, that portion of the principal balance outstanding on the Term Loan as of December 31, 2022 was presented as current portion of long-term debt. On May 3, 2023, we prepaid $196.8 million of outstanding principal on the Term Loan, representing the remaining balance on the Term Loan as of that date plus $0.5 million in interest. (2) |
Schedule of Debt | Information regarding these senior notes and the 5.625% Senior Notes, which were not outstanding as of December 31, 2023 (together, the "Senior Notes") is included in the following table. The Senior Notes were issued under the Senior Notes Indentures among the issuers listed in the table below, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named in the respective Senior Notes Indentures. 5.625% Senior Notes (1) 5.0% Senior Notes 4.375% Senior Notes 3.75% Senior Notes 4.0% Senior Notes 5.875% Senior Notes Aggregate principal amount $— $700,000 $450,000 $750,000 $1,000,000 $500,000 Interest rate 5.625% 5.000% 4.375% 3.750% 4.000% 5.875% Issue price 100.000% 100.000% 100.000% 100.000% Various (2) 100.000% Issuer STBV STBV STI STI STBV STBV Issue date October 2014 March 2015 September 2019 August 2020 Various (2) August 2022 Interest due May 1 April 1 February 15 February 15 April 15 September 1 Interest due November 1 October 1 August 15 August 15 October 15 March 1 __________________________ (1) On December 18, 2023, we redeemed in full the $400.0 million aggregate principal amount outstanding on our 5.625% Senior Notes. (2) |
Schedule of Debt Instrument Redemption | On or after such date, we may optionally redeem the 3.75% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date: Period beginning February 15, Price 2026 101.875 % 2027 100.938 % 2028 and thereafter 100.000 % Period beginning April 15, Price 2024 102.000 % 2025 101.000 % 2026 and thereafter 100.000 % Period beginning September 1, Price 2025 102.398 % 2026 101.469 % 2027 and thereafter 100.000 % |
Schedule of Maturities of Long-term Debt | The following table presents the remaining mandatory principal repayments of long-term debt, excluding finance lease payments and discretionary repurchases of debt, in each of the years ended December 31, 2024 through 2028 and thereafter. For the year ended December 31, Aggregate Maturities 2024 $ — 2025 700,000 2026 — 2027 — 2028 — Thereafter 2,700,000 Total long-term debt principal payments $ 3,400,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income/(loss) for the years ended December 31, 2023, 2022, and 2021 were as follows: Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment Accumulated Other Comprehensive (Loss)/Income Balance as of December 31, 2020 $ (6,733) $ (42,802) $ — $ (49,535) Pre-tax current period change 31,671 8,145 — 39,816 Income tax effect (8,107) (1,734) — (9,841) Balance as of December 31, 2021 16,831 (36,391) — (19,560) Pre-tax current period change (1,571) 5,311 — 3,740 Income tax effect 405 (849) — (444) Balance as of December 31, 2022 15,665 (31,929) — (16,264) Pre-tax current period change 2,492 4,864 21,390 28,746 Income tax effect (644) (1,434) (442) (2,520) Balance as of December 31, 2023 $ 17,513 $ (28,499) $ 20,948 $ 9,962 |
Schedule of Comprehensive Income (Loss) | The components of other comprehensive income, net of tax, for the years ended December 31, 2023, 2022, and 2021 were as follows: For the year ended December 31, 2023 2022 2021 Cash Flow Hedges Pension CTA Total Cash Flow Hedges Pension Total Cash Flow Hedges Pension Total Other comprehensive income/(loss) before reclassifications $ 30,490 $ 2,033 $ 20,948 $ 53,471 $ 37,957 $ 1,597 $ 39,554 $ 23,883 $ (30) $ 23,853 Amounts reclassified from accumulated other comprehensive income/(loss) (28,642) 1,397 — (27,245) (39,123) 2,865 (36,258) (319) 6,441 6,122 Other comprehensive income/(loss) $ 1,848 $ 3,430 $ 20,948 $ 26,226 $ (1,166) $ 4,462 $ 3,296 $ 23,564 $ 6,411 $ 29,975 |
Schedule of Reclassification out of Accumulated Other Comprehensive Income | The amounts reclassified from accumulated other comprehensive income/(loss) for the years ended December 31, 2023, 2022, and 2021 were as follows: Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Income/(Loss) For the year ended December 31, Affected Line in Consolidated Statements of Operations 2023 2022 2021 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ (17,120) $ (46,183) $ 9,281 Net revenue (1) Foreign currency forward contracts (21,481) (6,543) (9,707) Cost of revenue (1) Total, before taxes (38,601) (52,726) (426) Income before taxes Income tax effect 9,959 13,603 107 Provision for income taxes Total, net of taxes $ (28,642) $ (39,123) $ (319) Net (loss)/income Defined benefit and retiree healthcare plans $ 1,942 $ 3,844 $ 8,268 Other, net Income tax effect (545) (979) (1,827) Provision for income taxes Total, net of taxes $ 1,397 $ 2,865 $ 6,441 Net (loss)/income __________________________ (1) Refer to Note 19: Derivative Instruments and Hedging Activities for additional information related to amounts to be reclassified from accumulated other comprehensive income/(loss) in future periods. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Amounts Recognized in Consolidated Balance Sheet | The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those amounts are presented: As of December 31, 2023 2022 Operating lease right-of-use assets: Other assets $ 40,223 $ 42,836 Total operating lease right-of-use assets $ 40,223 $ 42,836 Operating lease liabilities: Accrued expenses and other current liabilities $ 11,458 $ 9,971 Other long-term liabilities 29,288 32,721 Total operating lease liabilities $ 40,746 $ 42,692 Finance lease right-of-use assets: Property, plant and equipment, at cost $ 44,852 $ 49,714 Accumulated depreciation (28,875) (29,442) Property, plant and equipment, net $ 15,977 $ 20,272 Finance lease liabilities: Current portion of long-term debt and finance lease obligations $ 2,276 $ 1,841 Finance lease obligations, less current portion 22,949 24,742 Total finance lease liabilities $ 25,225 $ 26,583 |
Schedule of Lease Cost | The table below presents the lease liabilities arising from obtaining right-of-use assets in the years ended December 31, 2023 and 2022: For the year ended December 31, 2023 2022 Operating leases $ 1,152 $ 4,230 Finance leases $ 0 $ 284 The table below presents our total lease cost for the years ended December 31, 2023, 2022, and 2021 (short-term and variable lease cost was not material for any of the years presented): For the year ended December 31, 2023 2022 2021 Operating lease cost $ 15,215 $ 14,900 $ 15,529 Finance lease cost: Amortization of right-of-use assets $ 1,460 $ 1,621 $ 1,714 Interest on lease liabilities 2,200 2,339 2,477 Total finance lease cost $ 3,660 $ 3,960 $ 4,191 The table below presents the cash paid related to our operating and finance leases for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Operating cash outflow related to operating leases $ 15,374 $ 15,498 $ 15,173 Operating cash outflow related to finance leases $ 2,016 $ 2,119 $ 2,372 Financing cash outflow related to finance leases $ 1,460 $ 2,423 $ 1,806 The table below presents the weighted-average remaining lease term of our operating and finance leases (in years) as of December 31, 2023, 2022, and 2021: 2023 2022 2021 Operating leases 6.0 6.5 7.2 Finance leases 9.3 10.1 11.1 The table below presents our weighted-average discount rate as of December 31, 2023, 2022, and 2021: 2023 2022 2021 Operating leases 5.6 % 5.2 % 5.6 % Finance leases 8.7 % 8.7 % 8.6 % |
Schedule of Maturity of Obligations related to Financing Leases | The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of December 31, 2023: Year ending December 31, Operating Leases Finance Leases 2024 $ 13,692 $ 4,184 2025 11,165 3,871 2026 6,318 3,930 2027 4,120 3,994 2028 2,985 3,809 Thereafter 11,852 17,577 Total undiscounted cash flows related to lease liabilities 50,132 37,365 Less imputed interest (9,386) (12,140) Total lease liabilities $ 40,746 $ 25,225 |
Schedule of Maturity of Obligations related to Operating Leases | The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of December 31, 2023: Year ending December 31, Operating Leases Finance Leases 2024 $ 13,692 $ 4,184 2025 11,165 3,871 2026 6,318 3,930 2027 4,120 3,994 2028 2,985 3,809 Thereafter 11,852 17,577 Total undiscounted cash flows related to lease liabilities 50,132 37,365 Less imputed interest (9,386) (12,140) Total lease liabilities $ 40,746 $ 25,225 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 are shown in the below table. As of December 31, 2023 2022 Assets measured at fair value: Cash equivalents (Level 1) $ 138,749 $ 860,034 Foreign currency forward contracts (Level 2) 28,871 31,126 Commodity forward contracts (Level 2) 1,457 4,181 Total assets measured at fair value $ 169,077 $ 895,341 Liabilities measured at fair value: Foreign currency forward contracts (Level 2) $ 8,996 $ 9,866 Commodity forward contracts (Level 2) 795 4,671 Total liabilities measured at fair value $ 9,791 $ 14,537 |
Schedule of Fair Value, by Balance Sheet Grouping | The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the consolidated balance sheets as of December 31, 2023 and 2022. All fair value measures presented are categorized within Level 2 of the fair value hierarchy. As of December 31, 2023 2022 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Term Loan $ — $ — $ 446,834 $ 443,483 5.625% Senior Notes $ — $ — $ 400,000 $ 398,000 5.0% Senior Notes $ 700,000 $ 694,750 $ 700,000 $ 684,250 4.375% Senior Notes $ 450,000 $ 415,125 $ 450,000 $ 400,500 3.75% Senior Notes $ 750,000 $ 656,250 $ 750,000 $ 626,250 4.0% Senior Notes $ 1,000,000 $ 920,000 $ 1,000,000 $ 875,000 5.875% Senior Notes $ 500,000 $ 495,000 $ 500,000 $ 473,750 __________________________ (1) Excluding any related debt discounts, premiums, and deferred financing costs. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | As of December 31, 2023, we had the following outstanding foreign currency forward contracts: Notional Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted- Average Strike Rate Hedge Designation (1) 43.0 EUR December 21, 2023 January 31, 2024 Euro ("EUR") to USD 1.10 USD Not designated 390.0 EUR Various from February 2022 to December 2023 Various from January 2024 to December 2025 EUR to USD 1.10 USD Cash flow hedge 808.0 CNY December 21, 2023 January 31, 2024 USD to CNY 7.08 CNY Not designated 160.0 JPY December 21, 2023 January 31, 2024 USD to Japanese Yen ("JPY") 141.44 JPY Not designated 29,224.7 KRW Various from February 2022 to December 2023 Various from January 2024 to November 2025 USD to Korean Won ("KRW") 1,283.82 KRW Cash flow hedge 21.0 MYR December 21, 2023 January 31, 2024 USD to Malaysian Ringgit ("MYR") 4.62 MYR Not designated 183.0 MXN December 21, 2023 January 31, 2024 USD to Mexican Peso ("MXN") 17.17 MXN Not designated 4,480.0 MXN Various from February 2022 to December 2023 Various from January 2024 to December 2025 USD to MXN 19.84 MXN Cash flow hedge 61.9 GBP Various from February 2022 to December 2023 Various from January 2024 to December 2025 British Pound Sterling ("GBP") to USD 1.23 USD Cash flow hedge __________________________ (1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve the economic value, and they are not used for trading or speculative purposes. As of December 31, 2023, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815: Commodity Notional Remaining Contracted Periods Weighted-Average Silver 682,292 troy oz. January 2024 to September 2025 $ 23.87 Copper 6,530,830 pounds January 2024 to September 2025 $ 3.88 |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table presents the fair value of our derivative financial instruments and their classification in the consolidated balance sheets as of December 31, 2023 and 2022: Asset Derivatives Liability Derivatives Balance Sheet As of December 31, Balance Sheet As of December 31, 2023 2022 2023 2022 Derivatives designated as hedging instruments: Foreign currency forward contracts Prepaid expenses and other current assets $ 25,176 $ 27,114 Accrued expenses and other current liabilities $ 6,746 $ 6,586 Foreign currency forward contracts Other assets 3,554 3,763 Other long-term liabilities 1,806 3,280 Total $ 28,730 $ 30,877 $ 8,552 $ 9,866 Derivatives not designated as hedging instruments: Commodity forward contracts Prepaid expenses and other current assets $ 1,314 $ 2,542 Accrued expenses and other current liabilities $ 719 $ 4,066 Commodity forward contracts Other assets 143 1,639 Other long-term liabilities 76 605 Foreign currency forward contracts Prepaid expenses and other current assets 141 249 Accrued expenses and other current liabilities 444 — Total $ 1,598 $ 4,430 $ 1,239 $ 4,671 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following tables present the effect of our derivative financial instruments on the consolidated statements of operations and the consolidated statements of comprehensive income for the years ended December 31, 2023 and 2022: Derivatives designated as hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income Location of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income For the year ended December 31, For the year ended December 31, 2023 2022 2023 2022 Foreign currency forward contracts $ (1,018) $ 39,173 Net revenue $ 17,120 $ 46,183 Foreign currency forward contracts $ 42,111 $ 11,982 Cost of revenue $ 21,481 $ 6,543 Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net (Loss)/Income Location of (Loss)/Gain Recognized in Net (Loss)/Income For the year ended December 31, 2023 2022 Commodity forward contracts $ (2,762) $ (3,350) Other, net Foreign currency forward contracts $ 4,237 $ 4,324 Other, net |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the years ended December 31, 2023, 2022, and 2021. The net revenue and segment operating income amounts previously reported in the table below for the years ended December 31, 2022 and 2021 have been retrospectively recast to reflect the move of the material handling products between operating segments as described above. For the year ended December 31, 2023 2022 2021 Net revenue: Performance Sensing $ 3,002,728 $ 2,920,393 $ 2,801,226 Sensing Solutions 1,051,355 1,108,869 1,019,580 Total net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 Segment operating income (as defined above): Performance Sensing $ 744,246 $ 728,308 $ 758,129 Sensing Solutions 299,032 323,347 312,293 Total segment operating income 1,043,278 1,051,655 1,070,422 Corporate and other (633,242) (294,429) (288,111) Amortization of intangible assets (173,860) (153,787) (134,129) Restructuring and other charges, net (54,500) 66,700 (14,942) Operating income 181,676 670,139 633,240 Interest expense (182,184) (195,565) (182,582) Interest income 31,324 16,746 3,291 Other, net (12,974) (94,618) (40,032) Income before taxes $ 17,842 $ 396,702 $ 413,917 |
Schedule of Revenue from External Customers by Products and Services | The following table presents net revenue by product category for the years ended December 31, 2023, 2022, and 2021: Performance Sensing Sensing Solutions For the year ended December 31, 2023 2022 2021 Net revenue: Sensors X X $ 2,991,525 $ 2,887,063 $ 2,952,485 Electrical protection X X 677,949 710,483 635,141 Other X X 384,609 431,716 233,180 Net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 |
Schedule of Depreciation and Amortization, by Segment | The following table presents depreciation and amortization expense for our reportable segments for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Depreciation and amortization: Performance Sensing $ 100,012 $ 97,063 $ 91,591 Sensing Solutions 16,356 16,380 16,334 Corporate and other (1) 190,597 167,528 151,163 Total depreciation and amortization $ 306,965 $ 280,971 $ 259,088 __________________________ (1) Included within corporate and other is depreciation expense associated with the step-up in fair value of assets acquired in connection with a business combination (e.g., PP&E and inventories), amortization of intangible assets, and accelerated depreciation recognized in connection with restructuring actions. We do not allocate these amounts to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker. |
Schedule of Reconciliation of Assets from Segment to Consolidated | The following table presents total assets for our reportable segments as of December 31, 2023 and 2022: As of December 31, 2023 2022 Assets: Performance Sensing $ 2,029,982 $ 1,747,768 Sensing Solutions 409,162 631,052 Corporate and other (1) 5,241,843 6,377,400 Total assets $ 7,680,987 $ 8,756,220 __________________________ (1) The following is included within corporate and other as of December 31, 2023 and 2022: goodwill of $3,542.8 million and $3,911.2 million, respectively; other intangible assets, net of $883.7 million and $999.7 million, respectively; cash and cash equivalents of $508.1 million and $1,225.5 million, respectively; and PP&E, net of $50.5 million and $43.3 million, respectively. This treatment is consistent with the financial information reviewed by our chief operating decision maker. |
Schedule of Capital Expenditures by Segment | The following table presents additions to PP&E and capitalized software for our reportable segments for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Additions to property, plant and equipment and capitalized software: Performance Sensing $ 131,864 $ 110,101 $ 104,220 Sensing Solutions 20,878 19,681 20,559 Corporate and other 31,867 20,282 19,624 Total additions to property, plant and equipment and capitalized software $ 184,609 $ 150,064 $ 144,403 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following tables present net revenue by geographic area and by significant country for the years ended December 31, 2023, 2022, and 2021. In these tables, net revenue is aggregated according to the location of our subsidiaries. For the year ended December 31, 2023 2022 2021 Net revenue: Americas $ 1,825,012 $ 1,705,222 $ 1,450,658 Europe 1,066,100 1,045,031 1,003,204 Asia and rest of world 1,162,971 1,279,009 1,366,944 Net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 For the year ended December 31, 2023 2022 2021 Net revenue: United States $ 1,678,457 $ 1,563,616 $ 1,311,878 China 724,737 818,974 871,667 The Netherlands 904,176 810,069 621,658 Korea 168,600 159,239 191,045 United Kingdom 105,205 119,109 120,686 All other 472,908 558,255 703,872 Net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | The following tables present PP&E, net, by geographic area and by significant country as of December 31, 2023 and 2022. In these tables, PP&E, net is aggregated based on the location of our subsidiaries. As of December 31, 2023 2022 Property, plant and equipment, net: Americas $ 318,562 $ 283,189 Europe 158,445 168,271 Asia and rest of world 409,003 389,359 Property, plant and equipment, net $ 886,010 $ 840,819 As of December 31, 2023 2022 Property, plant and equipment, net: United States $ 120,736 $ 111,270 China 305,647 294,408 Mexico 197,672 171,749 Bulgaria 119,413 127,171 United Kingdom 28,140 29,640 Malaysia 98,694 90,584 All other 15,708 15,997 Property, plant and equipment, net $ 886,010 $ 840,819 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisitions and Divestitures [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Net working capital, excluding cash $ 35 Goodwill 28,211 Other intangible assets 27,700 Deferred income tax liabilities (5,925) Fair value of net assets acquired, excluding cash and cash equivalents 50,021 Cash and cash equivalents 1,597 Fair value of net assets acquired $ 51,618 Net working capital, excluding cash $ 9,958 Property, plant and equipment 1,846 Goodwill 379,823 Other intangible assets 221,600 Other assets 1,656 Deferred income tax liabilities (40,785) Other liabilities (1,035) Fair value of net assets acquired, excluding cash and cash equivalents 573,063 Cash and cash equivalents 4,410 Fair value of net assets acquired $ 577,473 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 17,500 13 Completed technologies 10,200 10 Total definite-lived intangible assets acquired $ 27,700 12 Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 79,800 16 Backlog 15,500 3 Completed technologies 92,100 15 Tradenames 34,200 18 Total definite-lived intangible assets acquired $ 221,600 15 |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
Significant Accounting Polici_4
Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
OEM Customers | |
Disaggregation of Revenue [Line Items] | |
Warranty term | 3 years |
End Customers | |
Disaggregation of Revenue [Line Items] | |
Warranty term | 12 months |
Significant Accounting Polici_5
Significant Accounting Policies - Financial Instruments (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Largest Customer | Customer Concentration Risk | Net revenue | |
Concentration Risk [Line Items] | |
Percent of net revenue | 6% |
Significant Accounting Polici_6
Significant Accounting Policies - Goodwill (Details) - reportingUnit | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Number of reporting units | 7 | 1 |
Significant Accounting Polici_7
Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Vehicles and Equipment | |
Lessee, Lease, Description [Line Items] | |
Leased vehicles and equipment, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Leased facilities, initial term | 20 years |
Significant Accounting Polici_8
Significant Accounting Policies - Long-Lived Assets (Details) | Dec. 31, 2023 |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 2 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 15 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 4,054,083 | $ 4,029,262 | $ 3,820,806 |
Performance Sensing | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 3,002,728 | 2,920,393 | 2,801,226 |
Sensing Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 1,051,355 | 1,108,869 | 1,019,580 |
Automotive | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 2,177,189 | 2,107,651 | 2,062,407 |
Automotive | Performance Sensing | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 2,139,306 | 2,071,879 | 2,018,056 |
Automotive | Sensing Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 37,883 | 35,772 | 44,351 |
HVOR | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 863,422 | 848,514 | 783,170 |
HVOR | Performance Sensing | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 863,422 | 848,514 | 783,170 |
HVOR | Sensing Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 0 | 0 | 0 |
Industrial | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 597,502 | 581,806 | 460,567 |
Industrial | Performance Sensing | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 0 | 0 | 0 |
Industrial | Sensing Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 597,502 | 581,806 | 460,567 |
Appliance and HVAC | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 186,729 | 218,115 | 243,938 |
Appliance and HVAC | Performance Sensing | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 0 | 0 | 0 |
Appliance and HVAC | Sensing Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 186,729 | 218,115 | 243,938 |
Aerospace | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 188,179 | 152,880 | 134,735 |
Aerospace | Performance Sensing | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 0 | 0 | 0 |
Aerospace | Sensing Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 188,179 | 152,880 | 134,735 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 41,062 | 120,296 | 135,989 |
Other | Performance Sensing | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 0 | 0 | 0 |
Other | Sensing Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 41,062 | $ 120,296 | $ 135,989 |
Share-Based Payment Plans - Nar
Share-Based Payment Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercised, aggregate intrinsic value | $ 1.7 | $ 8.3 | $ 14.3 |
Tax benefit associated with share-based compensation expense | $ 4.5 | $ 3.8 | $ 3.2 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Award expiration period | 10 years | ||
Stock options | Vesting in year one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 25% | ||
Stock options | Vesting in year two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 25% | ||
Stock options | Vesting in year three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 25% | ||
Stock options | Vesting in year four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 25% | ||
Stock options | Termination of Employment | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period | 90 days | ||
Stock options | Death or Disability | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period | 1 year | ||
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 33.33% | ||
Award vesting period | 3 years | ||
Restricted shares granted (in shares) | 599,000 | 618,000 | 413,000 |
PRSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Market PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (in shares) | 0 | 0 | |
Restricted securities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (in shares) | 947,000 | ||
Fair value of options vested | $ 34.7 | $ 22.1 | $ 18 |
Restricted securities | Termination of Employment | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 6 months | ||
2021 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized shares (in shares) | 4,600,000 |
Share-Based Payment Plans - Sum
Share-Based Payment Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options (thousands) | ||
Beginning balance (in shares) | 1,527 | |
Forfeited or expired (in shares) | (102) | |
Exercised (in shares) | (158) | |
Ending balance (in shares) | 1,267 | 1,527 |
Options vested and exercisable (in shares) | 1,267 | |
Options vested and expected to vest (in shares) | 1,267 | |
Weighted-Average Exercise Price Per Option | ||
Beginning balance (in dollars per share) | $ 44.55 | |
Forfeited and expired (in dollars per share) | 47.66 | |
Exercised (in dollars per share) | 34.31 | |
Ending balance (in dollars per share) | 45.58 | $ 44.55 |
Options vested and exercisable, weighted-average exercise price (in dollars per share) | 45.58 | |
Options vested and expected to vest, weighted-average exercise price (in dollars per share) | $ 45.58 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (in years) | 2 years 7 months 6 days | 3 years 3 months 18 days |
Options vested and exercisable, weighted-average remaining contractual term (in years) | 2 years 7 months 6 days | |
Options vested and expected to vest, weighted-average remaining contractual term (in years) | 2 years 7 months 6 days | |
Beginning balance, aggregate intrinsic value | $ 1,802 | |
Ending balance, aggregate intrinsic value | 0 | $ 1,802 |
Options vested and exercisable, aggregate intrinsic value | 0 | |
Options vested and expected to vest, aggregate intrinsic value | $ 0 |
Share-Based Payment Plans - Res
Share-Based Payment Plans - Restricted Securities Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 599,000 | 618,000 | 413,000 |
Granted (in dollars per share) | $ 48.68 | $ 49.68 | $ 58.29 |
Vesting percent | 33.33% | ||
Market PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 0 | |
Percentage of total awards | 50% | ||
Market PRSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 0% | ||
Market PRSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percent | 150% | ||
Market PRSUs | 0.0% to 150.0% | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 198,000 | 0 | 0 |
Granted (in dollars per share) | $ 52.72 | $ 0 | $ 0 |
Threshold range, lower limit | 0% | ||
Threshold range, upper limit | 150% | ||
PRSU | 0.0% to 172.5% | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 231,000 | 170,000 |
Granted (in dollars per share) | $ 0 | $ 50.12 | $ 58.56 |
Threshold range, lower limit | 0% | ||
Threshold range, upper limit | 172.50% | ||
PRSU | 0.0% to 200.0% | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 150,000 | 194,000 | 76,000 |
Granted (in dollars per share) | $ 49.15 | $ 48.33 | $ 57.04 |
Threshold range, lower limit | 0% | ||
Threshold range, upper limit | 200% |
Share-Based Payment Plans - Wei
Share-Based Payment Plans - Weighted Average Key Assumptions in Estimating Grant Date Fair Value of Options (Details) - Market PRSUs | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 3 years |
Risk free interest rate | 3.80% |
Dividend yield | 0.90% |
Stock Price on valuation date (in dollars per share) | $ 50 |
Expected volatility | 36% |
Share-Based Payment Plans - Act
Share-Based Payment Plans - Activity Related to Outstanding Restricted Securities (Details) - Restricted securities shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Restricted Securities | |
Beginning balance (in shares) | shares | 1,755 |
Granted (in shares) | shares | 947 |
Forfeited (in shares) | shares | (386) |
Vested (in shares) | shares | (720) |
Ending balance (in shares) | shares | 1,596 |
Weighted-Average Grant-Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 46.68 |
Granted (in dollars per share) | $ / shares | 49.60 |
Forfeited (in dollars per share) | $ / shares | 48.23 |
Vested (in dollars per share) | $ / shares | 48.19 |
Ending balance (in dollars per share) | $ / shares | $ 50.51 |
Share-Based Payment Plans - Agg
Share-Based Payment Plans - Aggregate Intrinsic Value and Weighted-Average Remaining Periods On Restricted Stock (Details) - Restricted securities | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, weighted-average remaining period | 1 year 2 months 12 days | 1 year 2 months 12 days | 1 year |
Expected to vest, weighted-average remaining period | 1 year 2 months 12 days | 1 year 2 months 12 days | 1 year |
Share-Based Payment Plans - Sha
Share-Based Payment Plans - Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 29,994 | $ 31,791 | $ 25,663 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | (88) | 632 | 1,389 |
Restricted securities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 30,082 | $ 31,159 | $ 24,274 |
Unrecognized Compensation Expense | $ 33,767 | ||
Expected Recognition (years) | 1 year 7 months 6 days |
Restructuring and Other Charg_3
Restructuring and Other Charges, Net - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) position | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) position | |
Q2 2020 Global Restructure Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of positions eliminated | position | 840 | ||
Restructuring and related cost, cost incurred to date | $ 33,200 | ||
Restructuring and other changes | $ 0 | $ 0 | 7,120 |
Q3 2023 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | $ 23,495 | 0 | 0 |
Positions | position | 466 | ||
Q3 2023 Plan | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring charges | $ 20,500 | ||
Q3 2023 Plan | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring charges | 25,500 | ||
Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 30,152 | 19,112 | |
Employee Severance | Q2 2020 Global Restructure Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost, cost incurred to date | 28,400 | ||
Restructuring and other changes | 0 | (660) | |
Employee Severance | Q3 2023 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | $ 22,303 | $ 0 | |
Facility Closing | Q2 2020 Global Restructure Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost, cost incurred to date | $ 4,800 |
Restructuring and Other Charg_4
Restructuring and Other Charges, Net - Restructuring Charges by Segments and Corporate Functions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Q2 2020 Global Restructure Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | $ 0 | $ 0 | $ 7,120 |
Q2 2020 Global Restructure Program | Corporate and other | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | (1,362) | ||
Q2 2020 Global Restructure Program | Performance Sensing | Facility Closing | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 1,200 | ||
Q2 2020 Global Restructure Program | Performance Sensing | Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 2,584 | ||
Q2 2020 Global Restructure Program | Sensing Solutions | Facility Closing | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 3,800 | ||
Q2 2020 Global Restructure Program | Sensing Solutions | Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 5,898 | ||
Q3 2023 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 23,495 | $ 0 | $ 0 |
Severance charges | 22,303 | ||
Facility and other exit costs | 1,192 | ||
Q3 2023 Plan | Corporate and other | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance charges | 9,712 | ||
Facility and other exit costs | 0 | ||
Q3 2023 Plan | Performance Sensing | Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance charges | 7,741 | ||
Facility and other exit costs | 237 | ||
Q3 2023 Plan | Sensing Solutions | Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance charges | 4,850 | ||
Facility and other exit costs | $ 955 |
Restructuring and Other Charg_5
Restructuring and Other Charges, Net - Expected Restructuring Charges by Segments and Corporate Functions (Details) - Q3 2023 Plan $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) position | |
Restructuring Cost and Reserve [Line Items] | |
Positions | position | 466 |
Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 20,500 |
Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 25,500 |
Operating Segments | Performance Sensing | |
Restructuring Cost and Reserve [Line Items] | |
Positions | position | 157 |
Operating Segments | Performance Sensing | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 7,043 |
Operating Segments | Performance Sensing | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 8,495 |
Operating Segments | Sensing Solutions | |
Restructuring Cost and Reserve [Line Items] | |
Positions | position | 147 |
Operating Segments | Sensing Solutions | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 5,214 |
Operating Segments | Sensing Solutions | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 7,495 |
Corporate and other | |
Restructuring Cost and Reserve [Line Items] | |
Positions | position | 162 |
Corporate and other | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 8,243 |
Corporate and other | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 9,510 |
Restructuring and Other Charg_6
Restructuring and Other Charges, Net - Components of Restructuring Charges Related to Business Exit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Amortization of intangible assets | $ 173,860 | $ 153,787 | $ 134,129 |
Spear Marine Business | |||
Restructuring Cost and Reserve [Line Items] | |||
Amortization of intangible assets | 13,527 | ||
Write-down of inventory | 10,479 | ||
Severance charges | 1,159 | ||
Write-down of property, plant and equipment | 2,002 | ||
Other charges, including contract termination costs | 11,335 | ||
Total | $ 38,502 |
Restructuring and Other Charg_7
Restructuring and Other Charges, Net - Components of Restructuring and Other Charges, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Gain on sale of business | $ (5,877) | $ (135,112) | $ 0 |
Restructuring and other charges, net | 54,500 | (66,700) | 14,942 |
Q2 2020 Global Restructure Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 0 | 0 | 7,120 |
Q3 2023 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other changes | 23,495 | 0 | 0 |
Severance charges | 22,303 | ||
Facility and other exit costs | 1,192 | ||
Other restructuring and other charges, net | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance charges | 7,849 | 19,112 | 4,504 |
Facility and other exit costs | 600 | 5,464 | 2,433 |
Gain on sale of business | (5,877) | (135,112) | 0 |
Acquisition-related compensation arrangements | 15,274 | 48,864 | 0 |
Other charges, including contract termination costs | $ 13,159 | $ (5,028) | $ 885 |
Restructuring and Other Charg_8
Restructuring and Other Charges, Net - Schedule of Restructuring Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Q3 2023 Plan | |||
Restructuring Reserve [Roll Forward] | |||
Charges, net of reversals | $ 23,495 | $ 0 | $ 0 |
Q2 2020 Global Restructure Program | |||
Restructuring Reserve [Roll Forward] | |||
Charges, net of reversals | 0 | 0 | 7,120 |
Employee Severance | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 8,617 | 7,233 | |
Charges, net of reversals | 30,152 | 19,112 | |
Payments | (32,323) | (17,634) | |
Foreign currency remeasurement | 340 | (94) | |
Restructuring reserve, ending balance | 6,786 | 8,617 | 7,233 |
Employee Severance | Q3 2023 Plan | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | 0 | |
Charges, net of reversals | 22,303 | 0 | |
Payments | (16,501) | 0 | |
Foreign currency remeasurement | 215 | 0 | |
Restructuring reserve, ending balance | 6,017 | 0 | 0 |
Employee Severance | Q2 2020 Global Restructure Program | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 22 | 3,853 | |
Charges, net of reversals | 0 | (660) | |
Payments | 0 | (3,155) | |
Foreign currency remeasurement | 0 | (16) | |
Restructuring reserve, ending balance | 22 | 22 | 3,853 |
Employee Severance | Other (1) | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 8,595 | 3,380 | |
Charges, net of reversals | 7,849 | 19,772 | |
Payments | (15,822) | (14,479) | |
Foreign currency remeasurement | 125 | (78) | |
Restructuring reserve, ending balance | $ 747 | $ 8,595 | $ 3,380 |
Other, Net (Details)
Other, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Currency remeasurement (loss)/gain on net monetary assets | $ (20,152) | $ (18,155) | $ 3,449 |
Gain/(loss) on foreign currency forward contracts | 4,237 | 4,324 | (7,553) |
(Loss)/gain on commodity forward contracts | (2,762) | (3,350) | (2,967) |
Loss on debt financing | (5,413) | (5,468) | (30,066) |
Loss on equity investments, net | (711) | (75,569) | 0 |
Net periodic benefit cost, excluding service cost | (3,923) | (5,125) | (7,528) |
Other | 15,750 | 8,725 | 4,633 |
Other, net | $ (12,974) | $ (94,618) | $ (40,032) |
Income Taxes - Income Before Ta
Income Taxes - Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
U.S. | $ (323,548) | $ (66,899) | $ 39,947 |
Non-U.S. | 341,390 | 463,601 | 373,970 |
Income before taxes | 17,842 | 396,702 | 413,917 |
United Kingdom | |||
Income Tax Contingency [Line Items] | |||
Non-U.S. | $ 7,506 | $ (4,401) | $ (42,879) |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
U.S. Federal | |||
U.S. Federal, Current | $ 1,578 | $ 2,111 | $ 1,005 |
U.S. Federal, Deferred | (15,862) | 3,699 | 6,261 |
U.S. Federal, Total | (14,284) | 5,810 | 7,266 |
Non-U.S. | |||
Non-U.S., Current | 73,658 | 81,912 | 54,401 |
Non-U.S., Deferred | (27,089) | (4,865) | (12,747) |
Non-U.S., Total | 46,569 | 77,047 | 41,654 |
U.S. State | |||
U.S. State, Current | 665 | 2,775 | 201 |
U.S. State, Deferred | (11,199) | 385 | 1,216 |
U.S. State, Total | (10,534) | 3,160 | 1,417 |
Total, Current | 75,901 | 86,798 | 55,607 |
Total, Deferred | (54,150) | (781) | (5,270) |
Provision for income taxes | 21,751 | 86,017 | 50,337 |
United Kingdom | |||
Non-U.S. | |||
Non-U.S., Current | 100 | 246 | (7,739) |
Non-U.S., Deferred | (811) | (3,528) | (20,643) |
Non-U.S., Total | (711) | $ (3,282) | $ (28,382) |
U.S. State | |||
Provision for income taxes | $ 21,751 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Tax computed at statutory rate of 23.5% and 21% | $ 3,747 | $ 83,307 | $ 86,923 |
Capital restructuring and dispositions | (286,434) | 4,496 | 0 |
Valuation allowances | 278,486 | 15,679 | 20,512 |
Goodwill impairment | 41,151 | 0 | 0 |
Foreign tax rate differential | (17,303) | (44,327) | (30,485) |
Withholding taxes not creditable | 14,132 | 12,337 | 13,259 |
Research and development incentives | (9,023) | (10,834) | (11,067) |
U.S. state taxes, net of federal benefit | (8,740) | 2,496 | 1,119 |
Unrealized foreign currency exchange losses/gains, net | 1,454 | 9,306 | (6,137) |
Reserve for tax exposure | 1,117 | 1,315 | (16,330) |
Change in tax laws or rates | (339) | 2,611 | (7,070) |
Nontaxable items and other | 3,503 | 9,631 | (387) |
Provision for income taxes | 21,751 | $ 86,017 | $ 50,337 |
United Kingdom | |||
Income Tax Contingency [Line Items] | |||
Tax computed at statutory rate of 23.5% and 21% | 4,193 | ||
Capital restructuring and dispositions | (286,434) | ||
Valuation allowances | 278,486 | ||
Goodwill impairment | 41,151 | ||
Foreign tax rate differential | (17,690) | ||
Withholding taxes not creditable | 14,132 | ||
Research and development incentives | (9,023) | ||
U.S. state taxes, net of federal benefit | (8,740) | ||
Unrealized foreign currency exchange losses/gains, net | 1,395 | ||
Reserve for tax exposure | 1,117 | ||
Change in tax laws or rates | (339) | ||
Nontaxable items and other | 3,503 | ||
Provision for income taxes | $ 21,751 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Deferred income tax benefit, transfer of certain intellectual property | $ 300 | |
Capital restructuring and dispositions | $ 4.5 | |
Increase in valuation allowance, transfer of certain intellectual property | 300 | |
Decrease of unrecognized tax benefits | 3.3 | |
Unrecognized tax benefits | $ 136.4 | |
Minimum | ||
Income Tax Contingency [Line Items] | ||
Amortization period (in years) | 6 years | |
Maximum | ||
Income Tax Contingency [Line Items] | ||
Amortization period (in years) | 15 years | |
US Federal | ||
Income Tax Contingency [Line Items] | ||
Increase in valuation allowance | $ 320 | $ 23.6 |
Operating loss carryforwards | 686.4 | |
Interest expense carryforward suspended | 180.3 | |
US Federal | Expiring from 2029 to 2037 | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 87.2 | |
US Federal | No Expiring | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 599.2 | |
Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 497.4 | |
Changzhou, China Subsidiary | ||
Income Tax Contingency [Line Items] | ||
Reduced tax rate | 15% | |
The Netherlands | Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Interest expense carryforward suspended | $ 217 | |
FRANCE | Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Interest expense carryforward suspended | 6.3 | |
United Kingdom | Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Interest expense carryforward suspended | $ 118.2 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss, interest expense, and other carryforwards | $ 453,618 | $ 379,036 |
Prepaid and accrued expenses | 37,737 | 48,540 |
Intangible assets and goodwill | 20,820 | 67,330 |
Pension liability and other | 8,910 | 9,801 |
Property, plant and equipment | 14,661 | 15,042 |
Share-based compensation | 8,175 | 7,862 |
Inventories and related reserves | 18,556 | 17,329 |
Unrealized exchange loss | 286 | 17,645 |
Outside basis difference of subsidiaries | 304,398 | 0 |
Total deferred tax assets | 867,161 | 562,585 |
Valuation allowance | (569,569) | (249,525) |
Net deferred tax asset | 297,592 | 313,060 |
Deferred tax liabilities: | ||
Intangible assets and goodwill | (460,892) | (489,169) |
Tax on undistributed earnings and outside basis differences of subsidiaries | (34,995) | (60,535) |
Operating lease right of use assets | (6,332) | (6,803) |
Property, plant and equipment | (15,232) | (14,309) |
Unrealized exchange gain | (7,687) | (6,298) |
Total deferred tax liabilities | (525,138) | (577,114) |
Net deferred tax liability | $ (227,546) | $ (264,054) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 224,588 | $ 223,791 | $ 201,410 |
Increases related to current year tax positions | 3,335 | 4,997 | 3,574 |
Increases related to prior year tax positions | 1,205 | 1,312 | 37,869 |
(Decreases)/increases related to business combinations | 0 | (883) | 1,370 |
Decreases related to settlements with tax authorities | (414) | 0 | (11,015) |
Decreases related to prior year tax positions | (41,241) | (3,097) | (8,363) |
Decreases related to lapse of applicable statute of limitations | (687) | (743) | (483) |
Changes related to foreign currency exchange rates | 406 | (789) | (571) |
Unrecognized tax benefits, end of period | $ 187,192 | $ 224,588 | $ 223,791 |
Income Taxes - Interest and Pen
Income Taxes - Interest and Penalties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statements of Operations | |||
Interest | $ 0.3 | $ 0.5 | $ (0.1) |
Penalties | 0 | 0.1 | $ 0 |
Balance Sheets | |||
Interest | 2.5 | 2.1 | |
Penalties | $ 0.5 | $ 0.5 |
Net (Loss)_Income per Share - W
Net (Loss)/Income per Share - Weighted-average Ordinary Shares Outstanding for Basic and Diluted Net Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Basic weighted-average ordinary shares outstanding (in shares) | 152,089 | 155,253 | 158,166 |
Dilutive effect of stock options (in shares) | 0 | 212 | 640 |
Dilutive effect of unvested restricted securities (in shares) | 0 | 462 | 564 |
Diluted weighted-average ordinary shares outstanding (in shares) | 152,089 | 155,927 | 159,370 |
Net (Loss)_Income per Share - A
Net (Loss)/Income per Share - Anti-dilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Anti-dilutive shares excluded | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded (in shares) | 2,864 | 1,115 | 6 |
Contingently issuable shares excluded | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded (in shares) | 1,239 | 1,294 | 1,029 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Finished goods | $ 223,972 | $ 202,531 |
Work-in-process | 113,209 | 117,691 |
Raw materials | 376,304 | 324,653 |
Inventories | $ 713,485 | $ 644,875 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total property, plant and equipment | $ 2,112,557 | $ 1,952,540 | |
Accumulated depreciation | (1,226,547) | (1,111,721) | |
Property, plant and equipment, net | 886,010 | 840,819 | |
Depreciation | 133,105 | 127,184 | $ 124,959 |
Land | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total property, plant and equipment | 16,005 | 17,881 | |
Buildings and improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total property, plant and equipment | 326,170 | 300,288 | |
Machinery and equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Total property, plant and equipment | $ 1,770,382 | $ 1,634,371 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 3,911,224 | $ 3,502,063 | ||
Acquisitions | 454,161 | |||
Divestiture | (8,240) | (45,000) | ||
Measurement period adjustments | (38,494) | |||
Goodwill impairment charge | (321,700) | 0 | $ 0 | |
Foreign currency translation effect | (20) | |||
Goodwill reallocation | 0 | |||
Ending balance | $ 3,542,770 | 3,542,770 | 3,911,224 | 3,502,063 |
Insights Reporting Unit | ||||
Goodwill [Roll Forward] | ||||
Goodwill impairment charge | (321,700) | (321,700) | ||
Performance Sensing | ||||
Goodwill [Roll Forward] | ||||
Accumulated goodwill impairment | 321,700 | 321,700 | 0 | 0 |
Performance Sensing | Operating Segments | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 2,511,471 | 2,480,598 | ||
Acquisitions | 30,873 | |||
Divestiture | 0 | 0 | ||
Measurement period adjustments | 0 | |||
Goodwill impairment charge | (321,700) | |||
Foreign currency translation effect | (20) | |||
Goodwill reallocation | (57,071) | |||
Ending balance | 2,132,680 | 2,132,680 | 2,511,471 | 2,480,598 |
Sensing Solutions | ||||
Goodwill [Roll Forward] | ||||
Goodwill reallocation | 57,100 | |||
Accumulated goodwill impairment | 18,500 | 18,500 | 18,500 | 18,500 |
Sensing Solutions | Operating Segments | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 1,399,753 | 1,021,465 | ||
Acquisitions | 423,288 | |||
Divestiture | (8,240) | (45,000) | ||
Measurement period adjustments | (38,494) | |||
Goodwill impairment charge | 0 | |||
Foreign currency translation effect | 0 | |||
Goodwill reallocation | 57,071 | |||
Ending balance | $ 1,410,090 | $ 1,410,090 | $ 1,399,753 | $ 1,021,465 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2022 USD ($) | |
Goodwill [Line Items] | ||||||
Number of reporting units | reportingUnit | 7 | 1 | ||||
Goodwill impairment charge | $ 321,700 | $ 0 | $ 0 | |||
Insights Reporting Unit | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment charge | $ 321,700 | $ 321,700 | ||||
In Process Research and Development | ||||||
Goodwill [Line Items] | ||||||
Indefinite-lived intangible assets acquired | $ 6,900 | |||||
Klixon | ||||||
Goodwill [Line Items] | ||||||
Tradenames | $ 59,100 | $ 59,100 | ||||
Airpax | ||||||
Goodwill [Line Items] | ||||||
Tradenames | $ 9,400 | |||||
Qinex Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Goodwill [Line Items] | ||||||
Disposal group assets | $ 70,000 | |||||
Disposal group, goodwill | 45,000 | |||||
Disposal group, liabilities | $ 2,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Acquired Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (years) | 11 years | 12 years | |
Gross Carrying Amount | $ 3,345,850 | $ 3,291,739 | |
Accumulated Amortization | (2,522,760) | (2,352,813) | |
Accumulated Impairment | (14,574) | (14,574) | |
Foreign Currency Translation Effect | (215) | ||
Net Carrying Value | 808,301 | 924,352 | |
Amortization of intangible assets | 173,860 | $ 153,787 | $ 134,129 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2024 | 147,405 | ||
2025 | 118,280 | ||
2026 | 97,972 | ||
2027 | 84,910 | ||
2028 | $ 73,375 | ||
Completed technologies | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (years) | 11 years | 13 years | |
Gross Carrying Amount | $ 1,024,019 | $ 1,017,911 | |
Accumulated Amortization | (756,831) | (684,181) | |
Accumulated Impairment | (2,430) | (2,430) | |
Foreign Currency Translation Effect | (215) | ||
Net Carrying Value | $ 264,543 | 331,300 | |
Completed technologies | Qinex Business | Discontinued Operations, Disposed of by Sale | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets disposed off | $ 4,200 | ||
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (years) | 12 years | 12 years | |
Gross Carrying Amount | $ 2,123,931 | $ 2,092,088 | |
Accumulated Amortization | (1,661,230) | (1,586,454) | |
Accumulated Impairment | (12,144) | (12,144) | |
Foreign Currency Translation Effect | 0 | ||
Net Carrying Value | 450,557 | 493,490 | |
Finite-lived intangible assets, write-off | $ 4,000 | 43,100 | |
Customer relationships | Qinex Business | Discontinued Operations, Disposed of by Sale | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets disposed off | $ 26,500 | ||
Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (years) | 2 years | ||
Gross Carrying Amount | $ 15,500 | ||
Accumulated Amortization | (8,346) | ||
Accumulated Impairment | 0 | ||
Foreign Currency Translation Effect | 0 | ||
Net Carrying Value | $ 7,154 | ||
Tradenames | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (years) | 16 years | 18 years | |
Gross Carrying Amount | $ 107,577 | $ 107,577 | |
Accumulated Amortization | (32,316) | (24,575) | |
Accumulated Impairment | 0 | 0 | |
Foreign Currency Translation Effect | 0 | ||
Net Carrying Value | $ 75,261 | 83,002 | |
Finite-lived intangible assets, write-off | $ 4,100 | ||
Capitalized software and other | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted- Average Life (years) | 7 years | 7 years | |
Gross Carrying Amount | $ 74,823 | $ 74,163 | |
Accumulated Amortization | (64,037) | (57,603) | |
Accumulated Impairment | 0 | 0 | |
Foreign Currency Translation Effect | 0 | ||
Net Carrying Value | 10,786 | 16,560 | |
Capitalized software, write-off | 2,200 | ||
Capitalized software, write-off, accumulated amortization | 500 | ||
Amortization of intangible assets | 6,165 | 6,677 | 8,147 |
Acquisition-related definite-lived intangible assets | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 167,695 | $ 147,110 | $ 125,982 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities [Abstract] | ||
Accrued compensation and benefits | $ 73,209 | $ 85,995 |
Accrued interest | 45,187 | 50,146 |
Foreign currency and commodity forward contracts | 7,909 | 10,652 |
Current portion of operating lease liabilities | 11,458 | 9,971 |
Accrued severance | 6,786 | 8,617 |
Current portion of pension and post-retirement benefit obligations | 2,653 | 2,504 |
Other accrued expenses and current liabilities | 159,800 | 179,057 |
Accrued expenses and other current liabilities | $ 307,002 | $ 346,942 |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | $ 7,900 | $ 9,100 | $ 11,600 |
Fair value of plan assets | 46,876 | 45,861 | $ 67,199 |
United States | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 10,000 | 11,000 | |
Foreign Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation deviation percentage | 40% | ||
Foreign Plan | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 27,200 | 26,500 | |
Foreign Plan | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 1,900 | ||
Fixed income securities | United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 65% | ||
Fixed income securities | Foreign Plan | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 2,500 | ||
Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 35% | ||
Equity mutual funds | United States | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | 2,200 | |
Equity mutual funds | Foreign Plan | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 12,600 | 9,200 | |
Fixed income mutual funds | United States | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 7,300 | 7,100 | |
Fixed income mutual funds | Foreign Plan | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8,000 | 9,700 | |
Money market funds | United States | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 2,700 | 1,600 | |
Fixed income securities, cash and cash equivalents | Foreign Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 50% | ||
International (non-U.S.) equity | Foreign Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 50% | ||
International (non-U.S.) equity | Foreign Plan | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 2,200 | ||
Cash and cash equivalents | Foreign Plan | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 4,700 | $ 7,600 |
Pension and Other Post-Retire_4
Pension and Other Post-Retirement Benefits - Change in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change in benefit obligation: | ||
Beginning balance | $ 84,451 | $ 108,511 |
Service cost | 4,073 | 3,897 |
Interest cost | 3,453 | 2,485 |
Plan participants’ contributions | 539 | 562 |
Actuarial loss/(gain) | 31 | (11,710) |
Curtailment loss | 0 | 466 |
Benefits paid | (5,975) | (12,436) |
Divestiture | 0 | (997) |
Foreign currency remeasurement | 1,135 | (6,327) |
Ending balance | 87,707 | 84,451 |
Change in plan assets: | ||
Beginning balance | 45,861 | 67,199 |
Actual return on plan assets | 4,458 | (8,606) |
Employer contributions | 3,419 | 4,368 |
Plan participants’ contributions | 539 | 562 |
Benefits paid | (5,975) | (12,436) |
Foreign currency remeasurement | (1,426) | (5,226) |
Ending balance | 46,876 | 45,861 |
Funded status at end of year | (40,831) | (38,590) |
Accumulated benefit obligation at end of year | $ 74,593 | $ 72,468 |
Pension and Other Post-Retire_5
Pension and Other Post-Retirement Benefits - Assumptions and Investment Policies (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit | United States | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.85% | 5.10% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 5.10% | 2.30% | 2.04% |
Long-term rate of return on plan assets | 4.36% | 4.53% | 4% |
Defined Benefit | Foreign Plan | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.60% | 3.99% | |
Non-U.S. average long-term pay progression | 3.47% | 3.28% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 7.14% | 5.03% | 4.52% |
Long-term rate of return on plan assets | 2.73% | 2.38% | 1.52% |
Non-U.S. average long-term pay progression | 4.96% | 4.52% | 4.50% |
Retiree Healthcare | United States | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.85% | 5.15% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 5.15% | 2.40% | 1.80% |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt, Net and Finance Lease and Financing Obligations (Details) - USD ($) | May 03, 2023 | Feb. 06, 2023 | Dec. 31, 2023 | Dec. 18, 2023 | Dec. 31, 2022 | Aug. 29, 2022 | Apr. 08, 2021 | Mar. 29, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2015 | Oct. 31, 2014 |
Debt Instrument [Line Items] | ||||||||||||
Less: debt discount, net of premium | $ (1,568,000) | $ (3,360,000) | ||||||||||
Less: deferred financing costs | (24,444,000) | (29,916,000) | ||||||||||
Less: current portion | 0 | (254,630,000) | ||||||||||
Long-term debt, net | 3,373,988,000 | 3,958,928,000 | ||||||||||
Finance lease obligations | 25,225,000 | 26,583,000 | ||||||||||
Less: current portion | (2,276,000) | (1,841,000) | ||||||||||
Finance lease obligations, less current portion | 22,949,000 | 24,742,000 | ||||||||||
Secured Debt | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | 0 | $ 446,834,000 | ||||||||||
Prepayments of long-term debt | $ 196,800,000 | $ 250,000,000 | ||||||||||
Payment of term loan accrued interest | $ 500,000 | |||||||||||
Senior Notes | 5.625% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 5.625% | 5.625% | ||||||||||
Long-term debt | $ 0 | $ 400,000,000 | ||||||||||
Aggregate principal amount outstanding redeemed | $ 400,000,000 | |||||||||||
Debt, face amount | $ 400,000,000 | $ 0 | ||||||||||
Senior Notes | 5.0% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 5% | 5% | 5% | |||||||||
Long-term debt | $ 700,000,000 | 700,000,000 | ||||||||||
Debt, face amount | $ 700,000,000 | |||||||||||
Senior Notes | 4.375% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 4.375% | 4.375% | 4.375% | |||||||||
Long-term debt | $ 450,000,000 | 450,000,000 | ||||||||||
Debt, face amount | $ 450,000,000 | |||||||||||
Senior Notes | 3.75% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 3.75% | 3.75% | 3.75% | |||||||||
Long-term debt | $ 750,000,000 | 750,000,000 | ||||||||||
Debt, face amount | $ 750,000,000 | |||||||||||
Senior Notes | 4.0% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 4% | 4% | 4% | |||||||||
Long-term debt | $ 1,000,000,000 | 1,000,000,000 | ||||||||||
Less: deferred financing costs | $ (9,600,000) | |||||||||||
Debt, face amount | $ 1,000,000,000 | |||||||||||
Senior Notes | 5.875% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 5.875% | 5.875% | ||||||||||
Long-term debt | $ 500,000,000 | $ 500,000,000 | ||||||||||
Less: deferred financing costs | $ (6,100,000) | |||||||||||
Debt, face amount | $ 500,000,000 |
Debt - Fiscal Year 2023 Transac
Debt - Fiscal Year 2023 Transactions (Details) - USD ($) | 12 Months Ended | ||||||||||
Dec. 18, 2023 | May 03, 2023 | Feb. 06, 2023 | Aug. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 29, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2015 | Oct. 31, 2014 | |
Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
5.625% Senior Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 5.625% | 5.625% | |||||||||
Debt, face amount | $ 400,000,000 | $ 0 | |||||||||
Aggregate principal amount outstanding redeemed | $ 400,000,000 | ||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
Debt instrument, redemption, premium paid | $ 4,000,000 | $ 4,000,000 | |||||||||
5.0% Senior Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 5% | 5% | 5% | ||||||||
Debt, face amount | $ 700,000,000 | ||||||||||
4.0% Senior Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 4% | 4% | 4% | ||||||||
Debt, face amount | $ 1,000,000,000 | ||||||||||
5.875% Senior Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 5.875% | 5.875% | |||||||||
Debt, face amount | $ 500,000,000 | ||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
4.375% Senior Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 4.375% | 4.375% | 4.375% | ||||||||
Debt, face amount | $ 450,000,000 | ||||||||||
3.75% Senior Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 3.75% | 3.75% | 3.75% | ||||||||
Debt, face amount | $ 750,000,000 | ||||||||||
Term Loan | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayments of long-term debt | $ 196,800,000 | $ 250,000,000 | |||||||||
Payment of term loan accrued interest | $ 500,000 |
Debt - Fiscal Year 2022 Transac
Debt - Fiscal Year 2022 Transactions (Details) - Senior Notes - USD ($) | 12 Months Ended | ||||||||||
Dec. 18, 2023 | Sep. 28, 2022 | Aug. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 29, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2015 | Oct. 31, 2014 | |
Debt Instrument [Line Items] | |||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
5.875% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 5.875% | 5.875% | |||||||||
Debt, face amount | $ 500,000,000 | ||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
5.625% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 5.625% | 5.625% | |||||||||
Debt, face amount | $ 400,000,000 | $ 0 | |||||||||
Aggregate principal amount outstanding redeemed | $ 400,000,000 | ||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
5.0% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 5% | 5% | 5% | ||||||||
Debt, face amount | $ 700,000,000 | ||||||||||
5.0% Senior Notes | Sensata Technologies B.V | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 700,000,000 | ||||||||||
4.0% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 4% | 4% | 4% | ||||||||
Debt, face amount | $ 1,000,000,000 | ||||||||||
4.0% Senior Notes | Sensata Technologies B.V | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 1,000,000,000 | ||||||||||
4.375% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 4.375% | 4.375% | 4.375% | ||||||||
Debt, face amount | $ 450,000,000 | ||||||||||
4.375% Senior Notes | Sensata Technologies, Inc | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 450,000,000 | ||||||||||
3.75% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 3.75% | 3.75% | 3.75% | ||||||||
Debt, face amount | $ 750,000,000 | ||||||||||
3.75% Senior Notes | Sensata Technologies, Inc | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 750,000,000 | ||||||||||
4.875% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 4.875% | 4.875% | |||||||||
Aggregate principal amount outstanding redeemed | $ 500,000,000 | ||||||||||
Redemption price as percentage of principal amount | 101% |
Debt - Secured Credit Facility
Debt - Secured Credit Facility (Details) - Line of Credit - USD ($) | 12 Months Ended | |
Jun. 23, 2022 | Dec. 31, 2023 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Remaining borrowing capacity | $ 746,100,000 | |
Letters of credit outstanding | $ 3,900,000 | |
Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee on unused portion | 0.125% | |
Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee on unused portion | 0.25% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 0 | |
Eleventh Amendment To Credit Agreement | Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee percent | 1.375% | |
Eleventh Amendment To Credit Agreement | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 750,000,000 | |
Eleventh Amendment To Credit Agreement | Revolving Credit Facility | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 0% | |
Eleventh Amendment To Credit Agreement | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 1% | |
Eleventh Amendment To Credit Agreement | Revolving Credit Facility | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 0.50% | |
Eleventh Amendment To Credit Agreement | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% | |
Eleventh Amendment To Credit Agreement | Letter of Credit | Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee percent | 0.875% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Amortization percent of principal | 1% |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) | 12 Months Ended | ||||||||||
Dec. 18, 2023 | Aug. 29, 2022 | Apr. 08, 2021 | Mar. 29, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Sep. 20, 2019 | Mar. 31, 2015 | Oct. 31, 2014 | Dec. 31, 2023 | Dec. 31, 2022 | |
4.0% Senior Notes | Period prior to April 15, 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price as percentage of principal amount | 104% | ||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 40% | ||||||||||
Debt redemption term, percentage of aggregate principal amount remains outstanding (at least) | 60% | ||||||||||
5.875% Senior Notes | Period prior to September 1, 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price as percentage of principal amount | 105.875% | ||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 40% | ||||||||||
Debt instrument, redemption term, percentage of aggregate principal amount outstanding | 60% | ||||||||||
Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage offered on change of control | 101% | ||||||||||
Debt instrument, redemption price, percentage offered on changes related to tax | 100% | ||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
Debt term, percentage of holders in event of defaults (at least) | 25% | ||||||||||
Senior Notes | 5.625% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 400,000,000 | $ 0 | |||||||||
Debt interest rate | 5.625% | 5.625% | |||||||||
Debt issuance price, percentage | 100% | ||||||||||
Redemption price as percentage of principal amount | 100% | ||||||||||
Senior Notes | 5.0% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 700,000,000 | ||||||||||
Debt interest rate | 5% | 5% | 5% | ||||||||
Debt issuance price, percentage | 100% | ||||||||||
Senior Notes | 4.375% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 450,000,000 | ||||||||||
Debt interest rate | 4.375% | 4.375% | 4.375% | ||||||||
Debt issuance price, percentage | 100% | ||||||||||
Senior Notes | 3.75% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 750,000,000 | ||||||||||
Debt interest rate | 3.75% | 3.75% | 3.75% | ||||||||
Debt issuance price, percentage | 100% | ||||||||||
Senior Notes | 4.0% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 1,000,000,000 | ||||||||||
Debt interest rate | 4% | 4% | 4% | ||||||||
Senior Notes | 4.0% Senior Notes, One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 750,000,000 | ||||||||||
Debt interest rate | 4% | ||||||||||
Debt issuance price, percentage | 100% | ||||||||||
Senior Notes | 4.0% Senior Notes, Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 250,000,000 | ||||||||||
Debt interest rate | 4% | ||||||||||
Debt issuance price, percentage | 100.75% | ||||||||||
Senior Notes | 5.875% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 500,000,000 | ||||||||||
Debt interest rate | 5.875% | 5.875% | |||||||||
Debt issuance price, percentage | 100% | ||||||||||
Redemption price as percentage of principal amount | 100% |
Debt - Schedule of Debt Redempt
Debt - Schedule of Debt Redemption as Percentage Of Principal Amount (Details) | 12 Months Ended | |
Mar. 29, 2021 | Dec. 31, 2023 | |
Period beginning February 15, 2026 | 3.75% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 101.875% | |
Period beginning February 15, 2027 | 3.75% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 100.938% | |
Period beginning February 15, 2028 and thereafter | 3.75% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 100% | |
Period beginning April 15, 2024 | 4.0% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 102% | |
Period beginning April 15, 2025 | 4.0% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 101% | |
Period beginning April 15, 2026 and thereafter | 4.0% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 100% | |
Period beginning September 1, 2025 | 5.875% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 102.398% | |
Period beginning September 1, 2026 | 5.875% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 101.469% | |
Period beginning September 1, 2027 and thereafter | 5.875% Senior Notes | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price as percentage of principal amount | 100% |
Debt - Restrictions and Covenan
Debt - Restrictions and Covenants (Details) | Dec. 31, 2023 USD ($) |
Line of Credit | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum allowable leverage ratio | 5 |
Maximum percent of commitment | 20% |
STBV | |
Debt Instrument [Line Items] | |
Debt covenant, net assets subject to restrictions | $ 3,000,000,000 |
Maximum allowable leverage ratio | 2 |
Maximum costs | $ 20,000,000 |
Maximum amount for distributions | 200,000,000 |
Maximum amount for dividends and distributions | $ 50,000,000 |
Maximum allowable leverage ratio, no default or event of default exists | 2.5 |
Maximum amount for aggregate dividends and other distributions | $ 150,000,000 |
Debt - Accounting for Debt Fina
Debt - Accounting for Debt Financing Transactions (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 18, 2023 | Aug. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 28, 2022 | Apr. 08, 2021 | Mar. 29, 2021 | Aug. 31, 2020 | Oct. 31, 2014 | |
Extinguishment of Debt [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 1,413,000 | $ 5,468,000 | $ 30,066,000 | |||||||
Debt financing costs, net | 24,444,000 | $ 29,916,000 | ||||||||
5.625% Senior Notes | Senior Notes | ||||||||||
Extinguishment of Debt [Line Items] | ||||||||||
Debt interest rate | 5.625% | 5.625% | ||||||||
Loss on extinguishment of debt | 4,600,000 | |||||||||
Debt instrument, redemption, premium paid | $ 4,000,000 | 4,000,000 | ||||||||
Write-off of deferred financing costs | $ 900,000 | |||||||||
Debt, face amount | $ 400,000,000 | $ 0 | ||||||||
Eleventh Amendment To Credit Agreement | ||||||||||
Extinguishment of Debt [Line Items] | ||||||||||
Debt financing costs, net | $ 2,700,000 | |||||||||
5.875% Senior Notes | Senior Notes | ||||||||||
Extinguishment of Debt [Line Items] | ||||||||||
Debt interest rate | 5.875% | 5.875% | ||||||||
Debt financing costs, net | $ 6,100,000 | |||||||||
Debt, face amount | 500,000,000 | |||||||||
4.875% Senior Notes | Senior Notes | ||||||||||
Extinguishment of Debt [Line Items] | ||||||||||
Debt interest rate | 4.875% | 4.875% | ||||||||
Loss on extinguishment of debt | $ 5,500,000 | |||||||||
6.25% Senior Notes | Senior Notes | ||||||||||
Extinguishment of Debt [Line Items] | ||||||||||
Debt interest rate | 6.25% | |||||||||
Loss on extinguishment of debt | $ 30,100,000 | |||||||||
Debt instrument, redemption, premium paid | 23,400,000 | |||||||||
Debt, face amount | $ 750,000,000 | |||||||||
4.0% Senior Notes | Senior Notes | ||||||||||
Extinguishment of Debt [Line Items] | ||||||||||
Debt interest rate | 4% | 4% | 4% | |||||||
Debt financing costs, net | $ 9,600,000 | |||||||||
Debt, face amount | $ 1,000,000,000 | |||||||||
Issuance premium | $ 1,700,000 | |||||||||
3.75% Senior Notes | Senior Notes | ||||||||||
Extinguishment of Debt [Line Items] | ||||||||||
Debt interest rate | 3.75% | 3.75% | 3.75% | |||||||
Debt, face amount | $ 750,000,000 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2024 | $ 0 |
2025 | 700,000 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 2,700,000 |
Total long-term debt principal payments | $ 3,400,000 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | ||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 26, 2023 | Jan. 31, 2022 | Jul. 31, 2019 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Dividends paid | $ 71,543,000 | $ 51,072,000 | $ 0 | ||||
Repurchase of ordinary shares | $ 88,447,000 | $ 292,274,000 | $ 47,843,000 | ||||
July 2019 Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Authorized share repurchase amount | $ 500,000,000 | ||||||
Repurchase of ordinary shares (in shares) | 0.8 | ||||||
Repurchase of ordinary shares | $ 47,800,000 | ||||||
Repurchase of ordinary shares, average price per share (in dollars per share) | $ 59.28 | ||||||
January 2022 Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Authorized share repurchase amount | $ 500,000,000 | ||||||
Repurchase of ordinary shares (in shares) | 1.5 | 6.3 | |||||
Repurchase of ordinary shares | $ 60,300,000 | $ 292,300,000 | |||||
Repurchase of ordinary shares, average price per share (in dollars per share) | $ 40.80 | $ 46.08 | |||||
Remaining amount under share repurchase program | $ 164,200,000 | ||||||
September 2023 Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Authorized share repurchase amount | $ 500,000,000 | ||||||
Repurchase of ordinary shares (in shares) | 0.8 | ||||||
Repurchase of ordinary shares | $ 28,100,000 | ||||||
Repurchase of ordinary shares, average price per share (in dollars per share) | $ 33.83 | ||||||
Remaining amount under share repurchase program | $ 471,900,000 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | $ 3,110,807 | $ 3,094,734 | $ 2,705,486 |
Ending balance | 2,996,276 | 3,110,807 | 3,094,734 |
Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | 15,665 | 16,831 | (6,733) |
Pre-tax current period change | 2,492 | (1,571) | 31,671 |
Income tax effect | (644) | 405 | (8,107) |
Ending balance | 17,513 | 15,665 | 16,831 |
Defined Benefit and Retiree Healthcare Plans | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (31,929) | (36,391) | (42,802) |
Pre-tax current period change | 4,864 | 5,311 | 8,145 |
Income tax effect | (1,434) | (849) | (1,734) |
Ending balance | (28,499) | (31,929) | (36,391) |
Cumulative Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Pre-tax current period change | 21,390 | 0 | 0 |
Income tax effect | (442) | 0 | 0 |
Ending balance | 20,948 | 0 | 0 |
Accumulated Other Comprehensive (Loss)/Income | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (16,264) | (19,560) | (49,535) |
Pre-tax current period change | 28,746 | 3,740 | 39,816 |
Income tax effect | (2,520) | (444) | (9,841) |
Ending balance | $ 9,962 | $ (16,264) | $ (19,560) |
Shareholders' Equity - Componen
Shareholders' Equity - Components of Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income/(loss) before reclassifications | $ 53,471 | $ 39,554 | $ 23,853 |
Amounts reclassified from accumulated other comprehensive income/(loss) | (27,245) | (36,258) | 6,122 |
Other comprehensive income | 26,226 | 3,296 | 29,975 |
Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income/(loss) before reclassifications | 30,490 | 37,957 | 23,883 |
Amounts reclassified from accumulated other comprehensive income/(loss) | (28,642) | (39,123) | (319) |
Other comprehensive income | 1,848 | (1,166) | 23,564 |
Defined Benefit and Retiree Healthcare Plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income/(loss) before reclassifications | 2,033 | 1,597 | (30) |
Amounts reclassified from accumulated other comprehensive income/(loss) | 1,397 | 2,865 | 6,441 |
Other comprehensive income | 3,430 | $ 4,462 | $ 6,411 |
Cumulative Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income/(loss) before reclassifications | 20,948 | ||
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 | ||
Other comprehensive income | $ 20,948 |
Shareholders' Equity - Reclassi
Shareholders' Equity - Reclassification out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Net revenue | $ (4,054,083) | $ (4,029,262) | $ (3,820,806) |
Cost of revenue | 2,792,825 | 2,712,048 | 2,542,434 |
Other, net | 12,974 | 94,618 | 40,032 |
Provision for income taxes | 21,751 | 86,017 | 50,337 |
Net (loss)/income | 3,909 | (310,685) | (363,580) |
Derivative instruments designated and qualifying as cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Income before taxes | (38,601) | (52,726) | (426) |
Provision for income taxes | 9,959 | 13,603 | 107 |
Net (loss)/income | (28,642) | (39,123) | (319) |
Defined Benefit and Retiree Healthcare Plans | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Other, net | 1,942 | 3,844 | 8,268 |
Provision for income taxes | (545) | (979) | (1,827) |
Net (loss)/income | 1,397 | 2,865 | 6,441 |
Foreign currency forward contracts | Derivative instruments designated and qualifying as cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Net revenue | (17,120) | (46,183) | 9,281 |
Cost of revenue | $ (21,481) | $ (6,543) | $ (9,707) |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Total operating lease right-of-use assets | $ 40,223 | $ 42,836 |
Accrued expenses and other current liabilities | 11,458 | 9,971 |
Other long-term liabilities | 29,288 | 32,721 |
Total operating lease liabilities | 40,746 | 42,692 |
Property, plant and equipment, at cost | 44,852 | 49,714 |
Accumulated depreciation | (28,875) | (29,442) |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization, Total | 15,977 | 20,272 |
Current portion of long-term debt and finance lease obligations | 2,276 | 1,841 |
Finance lease obligations, less current portion | 22,949 | 24,742 |
Total finance lease liabilities | $ 25,225 | $ 26,583 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt and finance lease obligations | Current portion of long-term debt and finance lease obligations |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance lease obligations, less current portion | Finance lease obligations, less current portion |
Leases - Lease Liabilities (Det
Leases - Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating leases | $ 1,152 | $ 4,230 |
Finance leases | $ 0 | $ 284 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 15,215 | $ 14,900 | $ 15,529 |
Amortization of right-of-use assets | 1,460 | 1,621 | 1,714 |
Interest on lease liabilities | 2,200 | 2,339 | 2,477 |
Total finance lease cost | $ 3,660 | $ 3,960 | $ 4,191 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating cash outflow related to operating leases | $ 15,374 | $ 15,498 | $ 15,173 |
Operating cash outflow related to finance leases | 2,016 | 2,119 | 2,372 |
Financing cash outflow related to finance leases | $ 1,460 | $ 2,423 | $ 1,806 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Weighted average remaining lease term - operating leases | 6 years | 6 years 6 months | 7 years 2 months 12 days |
Weighted average remaining lease term - finance leases | 9 years 3 months 18 days | 10 years 1 month 6 days | 11 years 1 month 6 days |
Weighted average discount rate - operating lease | 5.60% | 5.20% | 5.60% |
Weighted average discount rate - finance lease | 8.70% | 8.70% | 8.60% |
Leases - Maturity of Obligation
Leases - Maturity of Obligations related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 13,692 | |
2025 | 11,165 | |
2026 | 6,318 | |
2027 | 4,120 | |
2028 | 2,985 | |
Thereafter | 11,852 | |
Total undiscounted cash flows related to lease liabilities | 50,132 | |
Less imputed interest | (9,386) | |
Total lease liabilities | 40,746 | $ 42,692 |
Finance Leases | ||
2024 | 4,184 | |
2025 | 3,871 | |
2026 | 3,930 | |
2027 | 3,994 | |
2028 | 3,809 | |
Thereafter | 17,577 | |
Total undiscounted cash flows related to lease liabilities | 37,365 | |
Less imputed interest | (12,140) | |
Total lease liabilities | $ 25,225 | $ 26,583 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 169,077 | $ 895,341 |
Total liabilities measured at fair value | 9,791 | 14,537 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 138,749 | 860,034 |
Foreign currency forward contracts (Level 2) | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 28,871 | 31,126 |
Derivative liabilities | 8,996 | 9,866 |
Commodity forward contracts (Level 2) | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 1,457 | 4,181 |
Derivative liabilities | $ 795 | $ 4,671 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) | 12 Months Ended | ||||
Oct. 06, 2022 shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 08, 2022 USD ($) $ / shares shares | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment | $ 18,300,000 | $ 15,000,000 | |||
Mark-to-market loss | 711,000 | 75,569,000 | $ 0 | ||
Quanergy Systems, Inc | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Stock split ratio | 0.05 | ||||
Quanergy Systems, Inc | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment | $ 0 | 0 | $ 75,100,000 | ||
Equity securities without readily determinable fair value (in shares) | shares | 400,000 | ||||
Mark-to-market loss | $ 75,100,000 | ||||
Quanergy Systems, Inc | Warrants | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment | $ 17,600,000 | ||||
Equity securities without readily determinable fair value (in shares) | shares | 2,500,000 | ||||
Number of shares called by each warrant (in shares) | shares | 1 | ||||
Exercise price of warrants shares (in dollars per share) | $ / shares | $ 0.01 | ||||
Quanergy Systems, Inc | Series B Preferred Stock | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment | $ 50,000,000 | ||||
Quanergy Systems, Inc | Series B Preferred Stock | Convertible Common Stock | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment | $ 50,000,000 | ||||
Quanergy Systems, Inc | Unregistered Common Shares | Private Investment In Public Equity | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment | $ 7,500,000 |
Fair Value Measures - Balance S
Fair Value Measures - Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 29, 2022 | Mar. 29, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2015 | Oct. 31, 2014 |
Term Loan | Carrying Value | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 0 | $ 446,834 | ||||||
5.625% Senior Notes | Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Debt interest rate | 5.625% | 5.625% | ||||||
5.625% Senior Notes | Carrying Value | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 0 | $ 400,000 | ||||||
5.0% Senior Notes | Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Debt interest rate | 5% | 5% | 5% | |||||
5.0% Senior Notes | Carrying Value | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 700,000 | 700,000 | ||||||
4.375% Senior Notes | Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Debt interest rate | 4.375% | 4.375% | 4.375% | |||||
4.375% Senior Notes | Carrying Value | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 450,000 | 450,000 | ||||||
3.75% Senior Notes | Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Debt interest rate | 3.75% | 3.75% | 3.75% | |||||
3.75% Senior Notes | Carrying Value | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 750,000 | 750,000 | ||||||
4.0% Senior Notes | Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Debt interest rate | 4% | 4% | 4% | |||||
4.0% Senior Notes | Carrying Value | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 1,000,000 | 1,000,000 | ||||||
5.875% Senior Notes | Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Debt interest rate | 5.875% | 5.875% | ||||||
5.875% Senior Notes | Carrying Value | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 500,000 | 500,000 | ||||||
Level 2 | Term Loan | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | 0 | 443,483 | ||||||
Level 2 | 5.625% Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | 0 | 398,000 | ||||||
Level 2 | 5.0% Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | 694,750 | 684,250 | ||||||
Level 2 | 4.375% Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | 415,125 | 400,500 | ||||||
Level 2 | 3.75% Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | 656,250 | 626,250 | ||||||
Level 2 | 4.0% Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | 920,000 | 875,000 | ||||||
Level 2 | 5.875% Senior Notes | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Liabilities | $ 495,000 | $ 473,750 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - Dec. 31, 2023 € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, RM in Millions, $ in Millions, $ in Millions | USD ($) ozt lb | EUR (€) ozt lb | CNY (¥) ozt lb | JPY (¥) ozt lb | KRW (₩) ozt lb | MYR (RM) ozt lb | MXN ($) ozt lb | GBP (£) ozt lb |
Derivative [Line Items] | ||||||||
Foreign currency cash flow hedge gain (loss) to be reclassified during the next 12 months | $ 20.6 | |||||||
Not designated | Silver | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Weighted- Average Strike Rate | 23.87 | 23.87 | 23.87 | 23.87 | 23.87 | 23.87 | 23.87 | 23.87 |
Hedges of Commodity Risk | ||||||||
Notional | ozt | 682,292 | 682,292 | 682,292 | 682,292 | 682,292 | 682,292 | 682,292 | 682,292 |
Not designated | Copper | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Weighted- Average Strike Rate | 3.88 | 3.88 | 3.88 | 3.88 | 3.88 | 3.88 | 3.88 | 3.88 |
Hedges of Commodity Risk | ||||||||
Notional | lb | 6,530,830 | 6,530,830 | 6,530,830 | 6,530,830 | 6,530,830 | 6,530,830 | 6,530,830 | 6,530,830 |
Euro (EUR) to USD | Not designated | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | € | € 43 | |||||||
Weighted- Average Strike Rate | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 |
Euro (EUR) to USD | Cash flow hedge | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | € | € 390 | |||||||
Weighted- Average Strike Rate | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 |
USD to Chinese Renminbi (CNY) | Not designated | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | ¥ | ¥ 808 | |||||||
Weighted- Average Strike Rate | 7.08 | 7.08 | 7.08 | 7.08 | 7.08 | 7.08 | 7.08 | 7.08 |
USD to Japanese Yen (JPY) | Not designated | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | ¥ | ¥ 160 | |||||||
Weighted- Average Strike Rate | 141.44 | 141.44 | 141.44 | 141.44 | 141.44 | 141.44 | 141.44 | 141.44 |
USD to Korean Won (KRW) | Cash flow hedge | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | ₩ | ₩ 29,224.7 | |||||||
Weighted- Average Strike Rate | 1,283.82 | 1,283.82 | 1,283.82 | 1,283.82 | 1,283.82 | 1,283.82 | 1,283.82 | 1,283.82 |
USD to Malaysian Ringgit Exchange Rate | Not designated | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | RM | RM 21 | |||||||
Weighted- Average Strike Rate | 4.62 | 4.62 | 4.62 | 4.62 | 4.62 | 4.62 | 4.62 | 4.62 |
USD to Mexican Peso (MXN) | Not designated | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | $ 183 | |||||||
Weighted- Average Strike Rate | 17.17 | 17.17 | 17.17 | 17.17 | 17.17 | 17.17 | 17.17 | 17.17 |
USD to Mexican Peso (MXN) | Cash flow hedge | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | $ 4,480 | |||||||
Weighted- Average Strike Rate | 19.84 | 19.84 | 19.84 | 19.84 | 19.84 | 19.84 | 19.84 | 19.84 |
British Pound Sterling to USD Exchange Rate | Cash flow hedge | Foreign currency forward contracts (Level 2) | ||||||||
Hedges of Foreign Currency Risk | ||||||||
Notional (in millions) | £ | £ 61.9 | |||||||
Weighted- Average Strike Rate | 1.23 | 1.23 | 1.23 | 1.23 | 1.23 | 1.23 | 1.23 | 1.23 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 28,730 | $ 30,877 |
Liability Derivatives, Fair Value | 8,552 | 9,866 |
Not designated | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 1,598 | 4,430 |
Liability Derivatives, Fair Value | 1,239 | 4,671 |
Foreign currency forward contracts (Level 2) | Cash flow hedge | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 25,176 | 27,114 |
Foreign currency forward contracts (Level 2) | Cash flow hedge | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 3,554 | 3,763 |
Foreign currency forward contracts (Level 2) | Cash flow hedge | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 6,746 | 6,586 |
Foreign currency forward contracts (Level 2) | Cash flow hedge | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 1,806 | 3,280 |
Foreign currency forward contracts (Level 2) | Not designated | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 141 | 249 |
Foreign currency forward contracts (Level 2) | Not designated | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 444 | 0 |
Commodity forward contracts (Level 2) | Not designated | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 1,314 | 2,542 |
Commodity forward contracts (Level 2) | Not designated | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 143 | 1,639 |
Commodity forward contracts (Level 2) | Not designated | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 719 | 4,066 |
Commodity forward contracts (Level 2) | Not designated | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | $ 76 | $ 605 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Foreign currency forward contracts (Level 2) | Cash flow hedge | Net revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income | $ (1,018) | $ 39,173 |
Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income | 17,120 | 46,183 |
Foreign currency forward contracts (Level 2) | Cash flow hedge | Cost of revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income | 42,111 | 11,982 |
Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income | 21,481 | 6,543 |
Foreign currency forward contracts (Level 2) | Not designated | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss)/Gain Recognized in Net (Loss)/Income | 4,237 | 4,324 |
Commodity forward contracts (Level 2) | Not designated | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss)/Gain Recognized in Net (Loss)/Income | $ (2,762) | $ (3,350) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Credit Risk Related Contingent Features (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Termination value | $ 9.9 |
Segment Reporting - Schedules o
Segment Reporting - Schedules of Segment Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Segment Reconciliation [Abstract] | |||
Net revenue | $ 4,054,083 | $ 4,029,262 | $ 3,820,806 |
Operating income | 181,676 | 670,139 | 633,240 |
Amortization of intangible assets | (173,860) | (153,787) | (134,129) |
Restructuring and other charges, net | (54,500) | 66,700 | (14,942) |
Interest expense | (182,184) | (195,565) | (182,582) |
Interest income | 31,324 | 16,746 | 3,291 |
Other, net | (12,974) | (94,618) | (40,032) |
Income before taxes | 17,842 | 396,702 | 413,917 |
Depreciation and amortization: | 306,965 | 280,971 | 259,088 |
Assets: | 7,680,987 | 8,756,220 | |
Goodwill | 3,542,770 | 3,911,224 | 3,502,063 |
Other intangible assets, net | 883,671 | 999,722 | |
Cash and cash equivalents | 508,104 | 1,225,518 | |
Property, plant and equipment, net | 886,010 | 840,819 | |
Additions to property, plant and equipment and capitalized software | 184,609 | 150,064 | 144,403 |
Sensors | |||
Segment Reconciliation [Abstract] | |||
Net revenue | 2,991,525 | 2,887,063 | 2,952,485 |
Electrical protection | |||
Segment Reconciliation [Abstract] | |||
Net revenue | 677,949 | 710,483 | 635,141 |
Other | |||
Segment Reconciliation [Abstract] | |||
Net revenue | 384,609 | 431,716 | 233,180 |
Operating Segments | |||
Segment Reconciliation [Abstract] | |||
Net revenue | 4,054,083 | 4,029,262 | 3,820,806 |
Operating income | 1,043,278 | 1,051,655 | 1,070,422 |
Corporate and other | |||
Segment Reconciliation [Abstract] | |||
Operating income | (633,242) | (294,429) | (288,111) |
Depreciation and amortization: | 190,597 | 167,528 | 151,163 |
Assets: | 5,241,843 | 6,377,400 | |
Goodwill | 3,542,800 | 3,911,200 | |
Other intangible assets, net | 883,700 | 999,700 | |
Cash and cash equivalents | 508,100 | 1,225,500 | |
Property, plant and equipment, net | 50,500 | 43,300 | |
Additions to property, plant and equipment and capitalized software | 31,867 | 20,282 | 19,624 |
Segment Reconciling Items | |||
Segment Reconciliation [Abstract] | |||
Amortization of intangible assets | (173,860) | (153,787) | (134,129) |
Restructuring and other charges, net | $ (54,500) | 66,700 | (14,942) |
Performance Sensing | |||
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 2 | ||
Segment Reconciliation [Abstract] | |||
Net revenue | $ 3,002,728 | 2,920,393 | 2,801,226 |
Performance Sensing | Operating Segments | |||
Segment Reconciliation [Abstract] | |||
Net revenue | 3,002,728 | 2,920,393 | 2,801,226 |
Operating income | 744,246 | 728,308 | 758,129 |
Depreciation and amortization: | 100,012 | 97,063 | 91,591 |
Assets: | 2,029,982 | 1,747,768 | |
Goodwill | 2,132,680 | 2,511,471 | 2,480,598 |
Additions to property, plant and equipment and capitalized software | 131,864 | 110,101 | 104,220 |
Sensing Solutions | |||
Segment Reconciliation [Abstract] | |||
Net revenue | 1,051,355 | 1,108,869 | 1,019,580 |
Sensing Solutions | Operating Segments | |||
Segment Reconciliation [Abstract] | |||
Net revenue | 1,051,355 | 1,108,869 | 1,019,580 |
Operating income | 299,032 | 323,347 | 312,293 |
Depreciation and amortization: | 16,356 | 16,380 | 16,334 |
Assets: | 409,162 | 631,052 | |
Goodwill | 1,410,090 | 1,399,753 | 1,021,465 |
Additions to property, plant and equipment and capitalized software | $ 20,878 | $ 19,681 | $ 20,559 |
Segment Reporting - Geographic
Segment Reporting - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 4,054,083 | $ 4,029,262 | $ 3,820,806 |
Long-lived assets | 886,010 | 840,819 | |
Americas | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 1,825,012 | 1,705,222 | 1,450,658 |
Long-lived assets | 318,562 | 283,189 | |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 1,066,100 | 1,045,031 | 1,003,204 |
Long-lived assets | 158,445 | 168,271 | |
Asia and rest of world | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 1,162,971 | 1,279,009 | 1,366,944 |
Long-lived assets | 409,003 | 389,359 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 1,678,457 | 1,563,616 | 1,311,878 |
Long-lived assets | 120,736 | 111,270 | |
China | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 724,737 | 818,974 | 871,667 |
Long-lived assets | 305,647 | 294,408 | |
The Netherlands | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 904,176 | 810,069 | 621,658 |
Korea | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 168,600 | 159,239 | 191,045 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 105,205 | 119,109 | 120,686 |
Long-lived assets | 28,140 | 29,640 | |
All other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 472,908 | 558,255 | $ 703,872 |
Long-lived assets | 15,708 | 15,997 | |
Mexico | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 197,672 | 171,749 | |
Bulgaria | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 119,413 | 127,171 | |
Malaysia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 98,694 | $ 90,584 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Feb. 11, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 12, 2022 | |
Business Acquisition [Line Items] | |||||
Goodwill adjustments | $ 38,494 | ||||
Elastic M2M Inc | |||||
Business Acquisition [Line Items] | |||||
Aggregate purchase price | $ 51,600 | ||||
Deferred compensation liability | 30,000 | ||||
Deferred compensation earned | $ 5,300 | $ 24,700 | |||
Fair value of net assets acquired | $ 51,618 | ||||
Dynapower | |||||
Business Acquisition [Line Items] | |||||
Fair value of net assets acquired | $ 577,473 | ||||
Measurement period adjustments, intangibles | $ 57,200 | ||||
Goodwill adjustments | $ 41,000 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 12, 2022 | Feb. 11, 2022 | Dec. 31, 2021 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 3,542,770 | $ 3,911,224 | $ 3,502,063 | ||
Elastic M2M Inc | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Net working capital, excluding cash | $ 35 | ||||
Goodwill | 28,211 | ||||
Other intangible assets | 27,700 | ||||
Deferred income tax liabilities | (5,925) | ||||
Fair value of net assets acquired, excluding cash and cash equivalents | 50,021 | ||||
Cash and cash equivalents | 1,597 | ||||
Fair value of net assets acquired | $ 51,618 | ||||
Dynapower | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Net working capital, excluding cash | $ 9,958 | ||||
Property, plant and equipment | 1,846 | ||||
Goodwill | 379,823 | ||||
Other intangible assets | 221,600 | ||||
Other assets | 1,656 | ||||
Deferred income tax liabilities | (40,785) | ||||
Other long-term liabilities | (1,035) | ||||
Fair value of net assets acquired, excluding cash and cash equivalents | 573,063 | ||||
Cash and cash equivalents | 4,410 | ||||
Fair value of net assets acquired | $ 577,473 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Acquired Intangible Assets and Weighted Average Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 12, 2022 | Feb. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Lives (years) | 11 years | 12 years | ||
Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Lives (years) | 12 years | 12 years | ||
Backlog | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Lives (years) | 2 years | |||
Completed technologies | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Lives (years) | 11 years | 13 years | ||
Tradenames | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Lives (years) | 16 years | 18 years | ||
Elastic M2M Inc | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 27,700 | |||
Weighted-Average Lives (years) | 12 years | |||
Elastic M2M Inc | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 17,500 | |||
Weighted-Average Lives (years) | 13 years | |||
Elastic M2M Inc | Completed technologies | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 10,200 | |||
Weighted-Average Lives (years) | 10 years | |||
Dynapower | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 221,600 | |||
Weighted-Average Lives (years) | 15 years | |||
Dynapower | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 79,800 | |||
Weighted-Average Lives (years) | 16 years | |||
Dynapower | Backlog | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 15,500 | |||
Weighted-Average Lives (years) | 3 years | |||
Dynapower | Completed technologies | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 92,100 | |||
Weighted-Average Lives (years) | 15 years | |||
Dynapower | Tradenames | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquisition Date Fair Value | $ 34,200 | |||
Weighted-Average Lives (years) | 18 years |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Divestitures (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
May 27, 2022 | Aug. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Jul. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring and other charges, net | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Qinex Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, consideration | $ 219 | $ 198.8 | ||||
Contract manufacturing agreement, extension period | 3 months | |||||
Disposal group, assets held for sale | 70 | |||||
Disposal group, goodwill | 45 | |||||
Disposal group, liabilities | $ 2 | |||||
Proceed from transition services agreement | $ 5 | |||||
Escrow payment received | $ 15 | |||||
Escrow payment received, transfer of inventory | $ 10 | |||||
Escrow amount | $ 4 | |||||
Pre tax gain on sale of business | $ 135.1 | |||||
Transaction costs | $ 8.2 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Qinex Business | Minimum | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contract manufacturing agreement, term | 6 months | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Qinex Business | Maximum | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contract manufacturing agreement, term | 9 months |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of the Registrant (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | ||||
Cash and cash equivalents | $ 508,104 | $ 1,225,518 | ||
Accounts receivable from subsidiaries | 744,129 | 742,382 | ||
Prepaid expenses and other current assets | 136,686 | 162,268 | ||
Total current assets | 2,102,404 | 2,775,043 | ||
Deferred income tax assets | 131,527 | 100,539 | ||
Total assets | 7,680,987 | 8,756,220 | ||
Current liabilities: | ||||
Accounts payable | 482,301 | 531,572 | ||
Accrued expenses and other current liabilities | 307,002 | 346,942 | ||
Total current liabilities | 823,718 | 1,178,972 | ||
Total liabilities | 4,684,711 | 5,645,413 | ||
Total shareholders’ equity | 2,996,276 | 3,110,807 | $ 3,094,734 | $ 2,705,486 |
Total liabilities and shareholders' equity | 7,680,987 | 8,756,220 | ||
Income Statement [Abstract] | ||||
Net revenue | 4,054,083 | 4,029,262 | 3,820,806 | |
Operating costs and expenses | 3,872,407 | 3,359,123 | 3,187,566 | |
Loss from operations | 181,676 | 670,139 | 633,240 | |
Other, net | (12,974) | (94,618) | (40,032) | |
Benefit from income taxes | (21,751) | (86,017) | (50,337) | |
Net (loss)/income | (3,909) | 310,685 | 363,580 | |
Comprehensive income | 22,317 | 313,981 | 393,555 | |
Statement of Cash Flows [Abstract] | ||||
Net cash used in operating activities | 456,675 | 460,593 | 554,151 | |
Net cash used in investing activities | (165,005) | (590,570) | (882,094) | |
Proceeds from exercise of stock options and issuance of ordinary shares | 5,346 | 22,803 | 26,290 | |
Dividends paid | (71,543) | (51,072) | 0 | |
Payments to repurchase ordinary shares | (88,398) | (292,274) | (47,843) | |
Payments of employee restricted stock tax withholdings | (12,280) | (8,525) | (9,048) | |
Net cash (used in)/provided by financing activities | (1,016,559) | (353,460) | 174,918 | |
Net change in cash and cash equivalents | (717,414) | (483,437) | (153,025) | |
Cash and cash equivalents, beginning of year | 1,225,518 | 1,708,955 | 1,861,980 | |
Cash and cash equivalents, end of year | 508,104 | 1,225,518 | 1,708,955 | |
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 328 | 1,227 | ||
Prepaid expenses and other current assets | 1,797 | 1,998 | ||
Total current assets | 148,522 | 215,360 | ||
Deferred income tax assets | 343 | 436 | ||
Investment in subsidiaries | 2,971,636 | 2,911,358 | ||
Total assets | 3,120,501 | 3,127,154 | ||
Current liabilities: | ||||
Intercompany interest payable | 1,111 | 0 | ||
Accrued expenses and other current liabilities | 2,376 | 1,458 | ||
Total current liabilities | 11,627 | 16,347 | ||
Total liabilities | 124,225 | 16,347 | ||
Total shareholders’ equity | 2,996,276 | 3,110,807 | ||
Total liabilities and shareholders' equity | 3,120,501 | 3,127,154 | ||
Income Statement [Abstract] | ||||
Net revenue | 0 | 0 | 0 | |
Operating costs and expenses | 14,709 | 15,489 | 13,687 | |
Loss from operations | (14,709) | (15,489) | (13,687) | |
Intercompany dividend income | 0 | 400,000 | 200,000 | |
Intercompany interest income/(expense), net | 6,537 | 140 | (315) | |
Other intercompany, net | (14) | 859 | 0 | |
Other, net | (3,683) | 141 | (215) | |
Income before taxes | (11,869) | 385,651 | 185,783 | |
Benefit from income taxes | 2,473 | 2,738 | 2,134 | |
Net (loss)/income before equity in net income of subsidiaries | (9,396) | 388,389 | 187,917 | |
Equity in net income/(loss) of subsidiaries, net of tax | 5,487 | (77,704) | 175,663 | |
Net (loss)/income | (3,909) | 310,685 | 363,580 | |
Subsidiaries' other comprehensive income/(loss) | 26,226 | 3,296 | 29,975 | |
Comprehensive income | 22,317 | 313,981 | 393,555 | |
Statement of Cash Flows [Abstract] | ||||
Net cash used in operating activities | (15,510) | (9,455) | (15,959) | |
Intercompany loans | 112,598 | 0 | (224,972) | |
Cash dividends received from subsidiary | 0 | 400,000 | 200,000 | |
Net cash used in investing activities | 112,598 | 400,000 | (24,972) | |
Proceeds from exercise of stock options and issuance of ordinary shares | 5,346 | 22,803 | 26,290 | |
Proceeds from/(payments on) intercompany borrowings | 68,888 | (62,108) | 72,726 | |
Dividends paid | (71,543) | (51,072) | 0 | |
Payments to repurchase ordinary shares | (88,398) | (292,274) | (47,843) | |
Payments of employee restricted stock tax withholdings | (12,280) | (8,525) | (9,048) | |
Net cash (used in)/provided by financing activities | (97,987) | (391,176) | 42,125 | |
Net change in cash and cash equivalents | (899) | (631) | 1,194 | |
Cash and cash equivalents, beginning of year | 1,227 | 1,858 | 664 | |
Cash and cash equivalents, end of year | 328 | 1,227 | $ 1,858 | |
Parent Company | Nonrelated Party | ||||
Current liabilities: | ||||
Accounts payable | 694 | 1,075 | ||
Parent Company | Related Party | ||||
Current assets: | ||||
Accounts receivable from subsidiaries | 11,394 | 8,291 | ||
Notes receivable from subsidiaries | 135,003 | 203,844 | ||
Current liabilities: | ||||
Accounts payable | 7,446 | 13,814 | ||
Long-term intercompany debt | $ 112,598 | $ 0 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Accounts receivable allowances - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the Beginning of the Period | $ 24,246 | $ 17,003 | $ 19,033 |
Addition Charged, Net of Reversal to Expenses/Against Revenue | 9,027 | 8,531 | (813) |
Deductions | (4,293) | (1,288) | (1,217) |
Balance at the End of the Period | $ 28,980 | $ 24,246 | $ 17,003 |