10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________ 

FORM 10-Q

_____________________________________ 

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 001-34652

_____________________________________ 

SENSATA TECHNOLOGIES HOLDING N.V.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________ 

THE NETHERLANDS	98-0641254
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Jan Tinbergenstraat 80, 7559 SP Hengelo The Netherlands	31-74-357-8000
(Address of Principal Executive Offices, including Zip Code)	(Registrant’s Telephone Number, Including Area Code)

Former name, former address and former fiscal year, if changed since last report.

_____________________________________ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	ý		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨
			Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of October 13, 2017, 171,296,417 ordinary shares were outstanding.

TABLE OF CONTENTS

PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016	4
		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4.	Controls and Procedures	30
PART II
	Item 1.	Legal Proceedings	31
	Item 1A.	Risk Factors	31
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
	Item 3.	Defaults Upon Senior Securities	31
	Item 6.	Exhibits	32
		Signatures	33

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

SENSATA TECHNOLOGIES HOLDING N.V.

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

	September 30, 2017			December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	612,972		$	351,428
Accounts receivable, net of allowances of $12,561 and $11,811 as of September 30, 2017 and December 31, 2016, respectively	569,881			500,211
Inventories	447,486			389,844
Prepaid expenses and other current assets	100,935			100,002
Total current assets	1,731,274			1,341,485
Property, plant and equipment, net	735,924			724,046
Goodwill	3,005,464			3,005,464
Other intangible assets, net of accumulated amortization of $1,727,644 and $1,607,269 as of September 30, 2017 and December 31, 2016, respectively	958,972			1,075,431
Deferred income tax assets	26,678			20,695
Other assets	79,625			73,855
Total assets	$	6,537,937		$	6,240,976
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt, capital lease and other financing obligations	$	13,176		$	14,643
Accounts payable	324,119			299,198
Income taxes payable	27,031			23,889
Accrued expenses and other current liabilities	263,611			245,566
Total current liabilities	627,937			583,296
Deferred income tax liabilities	404,575			392,628
Pension and other post-retirement benefit obligations	36,192			34,878
Capital lease and other financing obligations, less current portion	29,990			32,369
Long-term debt, net	3,224,684			3,226,582
Other long-term liabilities	32,034			29,216
Total liabilities	4,355,412			4,298,969
Commitments and contingencies (Note 10)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued	2,289			2,289
Treasury shares, at cost, 7,140 and 7,557 shares as of September 30, 2017 and December 31, 2016, respectively	(290,894		)	(306,505		)
Additional paid-in capital	1,658,574			1,643,449
Retained earnings	862,954			636,841
Accumulated other comprehensive loss	(50,398		)	(34,067		)
Total shareholders’ equity	2,182,525			1,942,007
Total liabilities and shareholders’ equity	$	6,537,937		$	6,240,976

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

SENSATA TECHNOLOGIES HOLDING N.V.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net revenue	$	819,054		$	789,798		$	2,466,199		$	2,413,892
Operating costs and expenses:
Cost of revenue	527,432			508,944			1,601,190			1,574,763
Research and development	34,002			31,601			97,032			95,240
Selling, general and administrative	75,972			75,046			227,256			224,637
Amortization of intangible assets	40,317			50,562			121,578			151,572
Restructuring and special charges	1,329			837			18,768			3,167
Total operating costs and expenses	679,052			666,990			2,065,824			2,049,379
Profit from operations	140,002			122,808			400,375			364,513
Interest expense, net	(40,263		)	(41,176		)	(120,578		)	(125,201		)
Other, net	3,112			(726		)	7,190			4,892
Income before taxes	102,851			80,906			286,987			244,204
Provision for income taxes	14,816			11,121			47,759			48,297
Net income	$	88,035		$	69,785		$	239,228		$	195,907
Basic net income per share:	$	0.51		$	0.41		$	1.40		$	1.15
Diluted net income per share:	$	0.51		$	0.41		$	1.39		$	1.14

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

SENSATA TECHNOLOGIES HOLDING N.V.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net income	$	88,035		$	69,785		$	239,228		$	195,907
Other comprehensive loss, net of tax:
Deferred loss on derivative instruments, net of reclassifications	(6,784		)	(8,485		)	(17,820		)	(25,010		)
Defined benefit and retiree healthcare plans	274			24			1,489			291
Other comprehensive loss	(6,510		)	(8,461		)	(16,331		)	(24,719		)
Comprehensive income	$	81,525		$	61,324		$	222,897		$	171,188

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

SENSATA TECHNOLOGIES HOLDING N.V.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	For the nine months ended
	September 30, 2017			September 30, 2016
Cash flows from operating activities:
Net income	$	239,228		$	195,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	82,014			77,649
Amortization of deferred financing costs and original issue discounts	5,528			5,501
Gain on sale of assets	(1,180		)	—
Share-based compensation	15,106			13,279
Amortization of inventory step-up to fair value	—			2,319
Amortization of intangible assets	121,578			151,572
Deferred income taxes	11,836			15,706
Unrealized loss on hedges and other non-cash items	5,844			660
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	(69,670		)	(65,373		)
Inventories	(58,476		)	(20,624		)
Prepaid expenses and other current assets	(19,251		)	2,320
Accounts payable and accrued expenses	40,144			33,371
Income taxes payable	3,142			(6,361		)
Other	(3,564		)	(9,575		)
Net cash provided by operating activities	372,279			396,351
Cash flows from investing activities:
Acquisition of CST, net of cash received	—			4,688
Additions to property, plant and equipment and capitalized software	(103,536		)	(94,584		)
Investment in equity securities	—			(50,000		)
Proceeds from the sale of assets	8,862			751
Other	(3,000		)	—
Net cash used in investing activities	(97,674		)	(139,145		)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	5,332			3,306
Payments on debt	(14,459		)	(297,698		)
Payments to repurchase ordinary shares	(2,817		)	(4,672		)
Payments of debt issuance costs	(137		)	(518		)
Other	(980		)	—
Net cash used in financing activities	(13,061		)	(299,582		)
Net change in cash and cash equivalents	261,544			(42,376		)
Cash and cash equivalents, beginning of period	351,428			342,263
Cash and cash equivalents, end of period	$	612,972		$	299,887

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

SENSATA TECHNOLOGIES HOLDING N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts, or unless otherwise noted)

(unaudited)

1. Business Description and Basis of Presentation

Description of Business

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, and cash flows of Sensata Technologies Holding N.V. ("Sensata N.V.") and its wholly-owned subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

Sensata N.V. is incorporated under the laws of the Netherlands and conducts its operations through subsidiary companies that operate business and product development centers primarily in the United States (the "U.S."), the Netherlands, Belgium, China, Germany, Japan, South Korea, and the United Kingdom (the "U.K."); and manufacturing operations primarily in China, Malaysia, Mexico, Bulgaria, France, Germany, the U.K., and the U.S. We organize our operations into two businesses, Performance Sensing and Sensing Solutions.

On September 28, 2017, the board of directors of Sensata N.V. unanimously approved a plan to change our parent company’s location of incorporation from the Netherlands to the U.K. To effect this change, the shareholders of Sensata N.V. will be asked to approve a cross-border merger between Sensata N.V. and Sensata Technologies Holding plc (“Sensata U.K.”), a newly formed, public limited company incorporated under the laws of England and Wales, with Sensata U.K. being the surviving entity (the “Merger”). If approved by our shareholders, we would expect to complete the Merger during the first quarter of 2018, which would result in Sensata U.K. becoming the publicly-traded parent of the subsidiary companies that are currently controlled by Sensata N.V.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2016 necessarily representative of those actually experienced for the full year 2016. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.

All intercompany balances and transactions have been eliminated.

All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

Certain reclassifications have been made to prior periods to conform to current period presentation.

2. New Accounting Standards

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which creates one Accounting Standards Codification ("ASC") Topic (FASB ASC 606, Revenue from Contracts with Customers) that replaces the current guidance found in FASB ASC 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASU No. 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FASB ASU No. 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity.

7

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, which defers the effective date of FASB ASU No. 2014-09 by one year. FASB ASU No. 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our financial position and results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of FASB ASU No. 2014-09 will have a material impact on our financial position or results of operations. However, we will continue to evaluate this assessment through the remainder of 2017. In addition, the adoption of FASB ASU No. 2014-09 requires new disclosures related to revenue recognition, which we are continuing to evaluate. We intend to adopt FASB ASU No. 2014-09 on January 1, 2018 using the modified retrospective transition method.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2016, we were contractually obligated to make future payments of $69.8 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02, and have not yet determined its impact on our consolidated financial statements, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02. FASB ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. We are still evaluating the impact that this guidance will have on our consolidated financial statements, and we have not yet determined whether we will early adopt FASB ASU No. 2017-12.

3. Inventories

The components of inventories as of September 30, 2017 and December 31, 2016 were as follows:

	September 30, 2017		December 31, 2016
Finished goods	$	191,165	$	169,304
Work-in-process	91,569		74,810
Raw materials	164,752		145,730
Inventories	$	447,486	$	389,844

4. Shareholders' Equity

Treasury Shares

Ordinary shares repurchased by us are recorded at cost, as treasury shares, and result in a reduction of shareholders' equity. We reissue treasury shares as part of our share-based compensation programs. The cost of reissued shares is determined using the first-in, first-out method. During the nine months ended September 30, 2017, we reissued 0.5 million treasury shares, and as a result, we recognized a reduction in Retained earnings of $13.1 million.

8

Accumulated Other Comprehensive Loss

The following is a roll forward of the components of Accumulated other comprehensive loss for the nine months ended September 30, 2017:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance as of December 31, 2016	$	23		$	(34,090	)	$	(34,067	)
Other comprehensive loss before reclassifications, net of tax	(25,078		)	—			(25,078		)
Amounts reclassified from accumulated other comprehensive loss, net of tax	7,258			1,489			8,747
Net current period other comprehensive (loss)/income	(17,820		)	1,489			(16,331		)
Balance as of September 30, 2017	$	(17,797	)	$	(32,601	)	$	(50,398	)

The details of the amounts reclassified from Accumulated other comprehensive loss for the three and nine months ended September 30, 2017 and 2016 are as follows:

	Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss												Affected Line in Condensed Consolidated Statements of Operations
	For the three months ended						For the nine months ended
Component	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Derivative instruments designated and qualifying as cash flow hedges
Foreign currency forward contracts	$	4,075		$	(2,771	)	$	(3,678	)	$	(15,075	)	Net revenue (1)
Foreign currency forward contracts	1,953			4,834			13,356			14,857			Cost of revenue (1)
Total, before taxes	6,028			2,063			9,678			(218		)	Income before taxes
Income tax effect	(1,507		)	(514		)	(2,420		)	55			Provision for income taxes
Total, net of taxes	$	4,521		$	1,549		$	7,258		$	(163	)	Net income
Defined benefit and retiree healthcare plans	$	297		$	(5	)	$	1,557		$	324		Various (2)
Income tax effect	(23		)	29			(68		)	(33		)	Provision for income taxes
Total, net of taxes	$	274		$	24		$	1,489		$	291		Net income

(1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss.

(2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, and Selling, general and administrative ("SG&A") expense line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.

9

5. Restructuring and Special Charges

Restructuring and special charges for the three and nine months ended September 30, 2017 were $1.3 million and $18.8 million, respectively, which related primarily to the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST"), facility exit costs related to a limited number of other line moves and exit activities, and severance costs related to the termination of a limited number of employees. Charges related to the closing of our facility in Minden, Germany for the three and nine months ended September 30, 2017 consisted of (i) severance charges of $0.0 million and $8.4 million, respectively, and (ii) facility exit costs of $1.3 million and $2.4 million, respectively.

Restructuring and special charges for the three and nine months ended September 30, 2016 were $0.8 million and $3.2 million, respectively, which consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016.

Changes to the severance portion of our restructuring liability during the nine months ended September 30, 2017 were as follows:

	Severance
Balance at December 31, 2016	$	17,350
Charges, net of reversals	11,747
Payments	(20,072		)
Impact of changes in foreign currency exchange rates	1,529
Balance at September 30, 2017	$	10,554

6. Debt

Our long-term debt and capital lease and other financing obligations as of September 30, 2017 and December 31, 2016 consisted of the following:

	Maturity Date	September 30, 2017			December 31, 2016
Term Loan	October 14, 2021	$	927,794		$	937,794
4.875% Senior Notes	October 15, 2023	500,000			500,000
5.625% Senior Notes	November 1, 2024	400,000			400,000
5.0% Senior Notes	October 1, 2025	700,000			700,000
6.25% Senior Notes	February 15, 2026	750,000			750,000
Less: discount		(15,812		)	(17,655		)
Less: deferred financing costs		(29,971		)	(33,656		)
Less: current portion		(7,327		)	(9,901		)
Long-term debt, net		$	3,224,684		$	3,226,582
Capital lease and other financing obligations		$	35,839		$	37,111
Less: current portion		(5,849		)	(4,742		)
Capital lease and other financing obligations, less current portion		$	29,990		$	32,369

As of September 30, 2017, there was $415.3 million of availability under our $420.0 million revolving credit facility, net of $4.7 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2017, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2017 and 2018.

10

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of Accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2017 and December 31, 2016, accrued interest totaled $45.7 million and $36.8 million, respectively.

7. Income Taxes

We recorded a Provision for income taxes for the three months ended September 30, 2017 and 2016 of $14.8 million and $11.1 million, respectively, and for the nine months ended September 30, 2017 and 2016 of $47.8 million and $48.3 million, respectively. The Provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily due to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses.

During the three and nine months ended September 30, 2016, we recognized a benefit from income taxes of $5.1 million and $3.7 million, respectively, related to the change in our U.S. valuation allowance associated with the acquisition of CST, for which deferred tax liabilities were established related primarily to the step-up of tangible assets for book purposes.

8. Pension and Other Post-Retirement Benefits

We provide various pension and other post-retirement benefit plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans.

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2017 and 2016 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	21		$	25		$	661		$	697		$	682		$	722
Interest cost	385			332			80			94			273			298			738			724
Expected return on plan assets	(527		)	(659		)	—			—			(230		)	(249		)	(757		)	(908		)
Amortization of net loss	291			118			8			46			64			42			363			206
Amortization of prior service (credit)	—			—			(334		)	(334		)	(1		)	(18		)	(335		)	(352		)
Loss on settlement	269			140			—			—			—			1			269			141
Net periodic benefit cost/(credit)	$	418		$	(69	)	$	(225	)	$	(169	)	$	767		$	771		$	960		$	533

11

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2017 and 2016 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	64		$	76		$	1,917		$	2,003		$	1,981		$	2,079
Interest cost	1,214			1,109			239			283			784			887			2,237			2,279
Expected return on plan assets	(1,617		)	(2,006		)	—			—			(677		)	(714		)	(2,294		)	(2,720		)
Amortization of net loss	854			355			32			142			202			89			1,088			586
Amortization of prior service (credit)/cost	—			—			(1,001		)	(1,001		)	(3		)	8			(1,004		)	(993		)
Loss on settlement	1,473			730			—			—			—			1			1,473			731
Net periodic benefit cost/(credit)	$	1,924		$	188		$	(666	)	$	(500	)	$	2,223		$	2,274		$	3,481		$	1,962

9. Share-Based Payment Plans

Share-Based Compensation Expense

The table below presents non-cash compensation expense related to our equity awards, which is recorded within SG&A expense in the condensed consolidated statements of operations, during the identified periods:

	For the three months ended				For the nine months ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Stock options	$	1,575	$	1,621	$	5,055	$	5,547
Restricted securities	3,522		3,136		10,051		7,732
Share-based compensation expense	$	5,097	$	4,757	$	15,106	$	13,279

Share-Based Compensation Awards

We grant share-based compensation awards for which vesting is subject only to continued employment and the passage of time (options and restricted stock units ("RSUs" and each an "RSU")), as well as those for which vesting also depends on the attainment of certain performance criteria (performance-based options and performance-based restricted stock units ("PRSUs" and each a "PRSU")).

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We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2017:

Options Granted to	Number of Options Granted (in thousands)	Weighted- Average Grant Date Fair Value	Vesting Period
Various executives and employees	387	$14.50	25% per year over four years

We granted the following RSUs and PRSUs under the 2010 Equity Plan during the nine months ended September 30, 2017:

Awards Granted to	Type of Award	Number of Units Granted (in thousands)	Percentage of PRSUs Awarded That May Vest	Weighted- Average Grant Date Fair Value
Various executives and employees	RSU (1)	147	N/A	$43.67
Directors	RSU (1)	34	N/A	$41.10
Various executives and employees	PRSU (2)	183	0.0% - 172.5%	$43.67
Various executives and employees	PRSU (2)	53	0.0% - 200.0%	$43.33

⁽¹⁾  RSUs granted during the nine months ended September 30, 2017 vest on various dates between June 2018 and July 2020.

⁽²⁾  PRSUs granted during the nine months ended September 30, 2017 vest on various dates between April and May 2020, with the amount ultimately vesting within the range shown in the table above, dependent on the extent to which certain performance criteria are met.

Option Exercises

During the nine months ended September 30, 2017, 266 stock options were exercised, all of which were settled with shares reissued from treasury.

10. Commitments and Contingencies

Legal Proceedings and Claims

We are regularly involved in a number of claims and litigation matters in the ordinary course of business. Most of our litigation matters are third-party claims for property damage allegedly caused by our products but some involve allegations of personal injury or wrongful death. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our result of operations, financial position, or cash flows.

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11. 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 820, Fair Value Measurement.

Measured on a Recurring Basis

The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fell:

	September 30, 2017						December 31, 2016
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Foreign currency forward contracts	$	—	$	8,869	$	—	$	—	$	32,757	$	—
Commodity forward contracts	—		4,847		—		—		2,639		—
Total	$	—	$	13,716	$	—	$	—	$	35,396	$	—
Liabilities
Foreign currency forward contracts	$	—	$	31,911	$	—	$	—	$	27,201	$	—
Commodity forward contracts	—		1,666		—		—		3,790		—
Total	$	—	$	33,577	$	—	$	—	$	30,991	$	—

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2016 and determined that these assets were not impaired. As of September 30, 2017, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or indefinite-lived intangible assets.

A long-lived asset, which includes Property, plant, and equipment ("PP&E"), is considered held for sale when it meets certain criteria described in FASB ASC 360, Property, Plant, and Equipment. A long-lived asset classified as held for sale is initially measured at the lower of its carrying amount or fair value less cost to sell, and a loss is recognized for any initial adjustment of the asset's carrying amount to its fair value less cost to sell in the period the held for sale criteria are met. In the period that a long-lived asset is considered held for sale it is presented within Prepaid expenses and other current assets on our balance sheet where it remains until it is either sold or no longer meets the held for sale criteria. For comparative purposes, the prior year carrying amount of a long-lived asset considered held for sale is presented within Other assets on our balance sheet.

In the first quarter of 2017, we determined that one of our facilities met the held for sale criteria and recorded it at its fair value less costs to sell of $1.7 million (which approximated its net carrying value at that time). In the third quarter of 2017, we sold the asset for an immaterial gain.

The fair value of assets held for sale is considered to be a Level 3 fair value measurement and is determined based on the use of appraisals, input from market participants, our experience selling similar assets, internally developed cash flow models, or a combination thereof.

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Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016:

	September 30, 2017								December 31, 2016
	Carrying Value (1)		Fair Value						Carrying Value (1)		Fair Value
			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Liabilities
Term Loan	$	927,794	$	—	$	932,433	$	—	$	937,794	$	—	$	942,483	$	—
4.875% Senior Notes	$	500,000	$	—	$	525,000	$	—	$	500,000	$	—	$	514,375	$	—
5.625% Senior Notes	$	400,000	$	—	$	440,000	$	—	$	400,000	$	—	$	417,752	$	—
5.0% Senior Notes	$	700,000	$	—	$	736,750	$	—	$	700,000	$	—	$	686,000	$	—
6.25% Senior Notes	$	750,000	$	—	$	819,375	$	—	$	750,000	$	—	$	786,098	$	—

(1)    Carrying value excludes discounts and deferred financing costs.

The fair values of the Term Loan and senior notes are primarily determined using observable prices in markets where these instruments are generally not traded on a daily basis.

Cash and cash equivalents, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature.

In March 2016, we acquired $50.0 million of Series B Preferred Stock of Quanergy Systems, Inc., which we recognized as a cost method investment on our balance sheet. As of September 30, 2017, the fair value of this asset has not been estimated, as there are no indicators of impairment, and it is not practicable to estimate its fair value due to the restricted marketability of this investment.

12. Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We use foreign currency forward agreements to manage this exposure. We currently have outstanding foreign currency forward contracts that qualify as cash flow hedges intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities; these instruments are not designated for hedge accounting treatment in accordance with FASB ASC 815, Derivatives and Hedging. Foreign currency forward contracts not designated as hedges are not speculative and are used to manage our exposure to foreign exchange movements.

For the three and nine months ended September 30, 2017 and 2016, the ineffective portion of the changes in the fair value of our foreign currency forward agreements that are designated as cash flow hedges was not material and no amounts were excluded from the assessment of effectiveness. As of September 30, 2017, we estimate that $18.4 million of net losses will be reclassified from Accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2018.

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As of September 30, 2017, we had the following outstanding foreign currency forward contracts:

Notional (in millions)	Effective Date(s)	Maturity Date(s)	Index	Weighted- Average Strike Rate	Hedge Designation
65.0 EUR	September 27, 2017	October 31, 2017	Euro to U.S. Dollar Exchange Rate	1.18 USD	Not designated
461.6 EUR	Various from April 2015 to September 2017	Various from October 2017 to December 2019	Euro to U.S. Dollar Exchange Rate	1.14 USD	Designated
500.0 CNY	September 26, 2017	October 31, 2017	U.S. Dollar to Chinese Renminbi Exchange Rate	6.68 CNY	Not designated
132.0 CNY	Various in February 2017	Various from October to December 2017	U.S. Dollar to Chinese Renminbi Exchange Rate	7.05 CNY	Designated
110.0 JPY	September 27, 2017	October 31, 2017	U.S. Dollar to Japanese Yen Exchange Rate	112.80 JPY	Not designated
237.0 JPY	January 5, 2017	Various from October to December 2017	U.S. Dollar to Japanese Yen Exchange Rate	113.71 JPY	Designated
45,258.3 KRW	Various from April 2015 to September 2017	Various from October 2017 to August 2019	U.S. Dollar to Korean Won Exchange Rate	1,140.77 KRW	Designated
36.5 MYR	Various from April 2015 to November 2016	Various from October 2017 to October 2018	U.S. Dollar to Malaysian Ringgit Exchange Rate	4.19 MYR	Designated
182.0 MXN	September 27, 2017	October 31, 2017	U.S. Dollar to Mexican Peso Exchange Rate	18.24 MXN	Not designated
2,166.8 MXN	Various from April 2015 to September 2017	Various from October 2017 to August 2019	U.S. Dollar to Mexican Peso Exchange Rate	19.94 MXN	Designated
44.5 GBP	Various from April 2015 to September 2017	Various from October 2017 to August 2019	British Pound Sterling to U.S. Dollar Exchange Rate	1.33 USD	Designated

The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods.

Hedges of Commodity Risk

Our objective in using commodity forward contracts is to offset a portion of our exposure to the potential change in prices associated with certain commodities used in the manufacturing of our products, including silver, gold, nickel, aluminum, copper, platinum, and palladium. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with FASB ASC 815. Commodity forward contracts not designated as hedges are not speculative and are used to manage our exposure to commodity price movements.

We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of September 30, 2017:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	1,109,455 troy oz.	October 2017 - August 2019	$17.69
Gold	12,150 troy oz.	October 2017 - August 2019	$1,269.40
Nickel	287,659 pounds	October 2017 - August 2019	$4.68
Aluminum	5,554,370 pounds	October 2017 - August 2019	$0.84
Copper	7,394,018 pounds	October 2017 - August 2019	$2.54
Platinum	8,036 troy oz.	October 2017 - August 2019	$996.80
Palladium	1,927 troy oz.	October 2017 - August 2019	$759.11

The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods.

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Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	September 30, 2017		December 31, 2016		Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	6,909	$	24,796	Accrued expenses and other current liabilities	$	23,838	$	20,990
Foreign currency forward contracts	Other assets	1,956		5,693		Other long-term liabilities	7,327		3,814
Total		$	8,865	$	30,489		$	31,165	$	24,804
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	4,173	$	2,097	Accrued expenses and other current liabilities	$	1,400	$	2,764
Commodity forward contracts	Other assets	674		542		Other long-term liabilities	266		1,026
Foreign currency forward contracts	Prepaid expenses and other current assets	4		2,268		Accrued expenses and other current liabilities	746		2,397
Total		$	4,851	$	4,907		$	2,412	$	6,187

These fair value measurements are all categorized within Level 2 of the fair value hierarchy.

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended September 30, 2017 and 2016:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	September 30, 2017			September 30, 2016				September 30, 2017			September 30, 2016
Foreign currency forward contracts	$	(16,688	)	$	(6,929	)	Net revenue	$	(4,075	)	$	2,771
Foreign currency forward contracts	$	1,614		$	(6,450	)	Cost of revenue	$	(1,953	)	$	(4,834	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income						Location of Gain/(Loss) Recognized in Net Income
	September 30, 2017			September 30, 2016
Commodity forward contracts	$	2,956		$	1,318		Other, net
Foreign currency forward contracts	$	(3,865	)	$	(3,827	)	Other, net

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The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
	September 30, 2017			September 30, 2016				September 30, 2017			September 30, 2016
Foreign currency forward contracts	$	(56,479	)	$	(12,810	)	Net revenue	$	3,678		$	15,075
Foreign currency forward contracts	$	23,041		$	(20,319	)	Cost of revenue	$	(13,356	)	$	(14,857	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income						Location of Gain/(Loss) Recognized in Net Income
	September 30, 2017			September 30, 2016
Commodity forward contracts	$	6,439		$	12,049		Other, net
Foreign currency forward contracts	$	(10,542	)	$	(7,912	)	Other, net

Credit Risk Related Contingent Features

We have agreements with certain of our derivative counterparties that contain a provision whereby if we default on our indebtedness, and where repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.

As of September 30, 2017, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $33.8 million. As of September 30, 2017, we have not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness, as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

13. Other, Net

Other, net consisted of the following gains/(losses) for the three and nine months ended September 30, 2017 and 2016:

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Currency remeasurement gain on net monetary assets	$	3,989		$	1,707		$	11,010		$	550
Loss on foreign currency forward contracts	(3,865		)	(3,827		)	(10,542		)	(7,912		)
Gain on commodity forward contracts	2,956			1,318			6,439			12,049
Other	32			76			283			205
Other, net	$	3,112		$	(726	)	$	7,190		$	4,892

14. Segment Reporting

We organize our business into two reportable segments, Performance Sensing and Sensing Solutions, each of which is also an operating segment. Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

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An operating segment’s performance is primarily evaluated based on Segment profit, which excludes amortization expense, restructuring and special charges, and certain corporate costs/credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. In addition, an operating segment’s performance excludes results from discontinued operations, if any. Corporate costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources. We believe that Segment profit, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, profit from operations or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies," included in our Annual Report on Form 10-K for the year ended December 31, 2016.

The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2017 and 2016:

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net revenue:
Performance Sensing	$	603,932		$	584,650		$	1,825,904		$	1,797,395
Sensing Solutions	215,122			205,148			640,295			616,497
Total net revenue	$	819,054		$	789,798		$	2,466,199		$	2,413,892
Segment profit (as defined above):
Performance Sensing	$	162,655		$	155,228		$	483,491		$	453,540
Sensing Solutions	72,372			67,314			209,911			198,737
Total segment profit	235,027			222,542			693,402			652,277
Corporate and other	(53,379		)	(48,335		)	(152,681		)	(133,025		)
Amortization of intangible assets	(40,317		)	(50,562		)	(121,578		)	(151,572		)
Restructuring and special charges	(1,329		)	(837		)	(18,768		)	(3,167		)
Profit from operations	140,002			122,808			400,375			364,513
Interest expense, net	(40,263		)	(41,176		)	(120,578		)	(125,201		)
Other, net	3,112			(726		)	7,190			4,892
Income before taxes	$	102,851		$	80,906		$	286,987		$	244,204

15. Net Income per Share

Basic and diluted net income per share are calculated by dividing Net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2017 and 2016, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows:

	For the three months ended		For the nine months ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Basic weighted-average ordinary shares outstanding	171,269	170,840	171,116	170,656
Dilutive effect of stock options	618	431	567	504
Dilutive effect of unvested restricted securities	358	207	340	199
Diluted weighted-average ordinary shares outstanding	172,245	171,478	172,023	171,359

Net income and net income per share are presented in the condensed consolidated statements of operations.

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Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because they would have had an anti-dilutive effect on net income per share or because they related to share-based awards that were contingently issuable, for which the contingency had not been satisfied. These potential ordinary shares are as follows:

	For the three months ended		For the nine months ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Anti-dilutive shares excluded	1,584	1,355	1,635	1,418
Contingently issuable shares excluded	884	735	783	632

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CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). All statements, other than statements of historical facts included in this report, are forward-looking statements, including information concerning our possible or assumed future results or operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operation performance, improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements are typically identified by use of terms such as "may," "believe," "expect," "anticipate," "intend," "estimate," "project," "target," "goal," "plan," "should," "will," "predict," "guidance," "potential," "forecast," "outlook," "could," "budget," "objectives," "strategy" and similar expressions that convey the uncertainty of future events or outcomes.

Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, this information is based upon assumptions and anticipated results that are subject to numerous uncertainties and risks. The following and other risks described in greater detail in “Part 1. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, could cause our results to differ materially from those expressed in forward-looking statements:

• conditions affecting demand for our products in the industries we serve, particularly the automotive industry;

• competition and pricing pressure;

• raw material availability, quality, and cost;

• financial condition of, and relationships with, customers and vendors;

• reliance on third-party suppliers;

• changes to current policies by the U.S. government;

• changes in tax rates;

• conditions in the global markets we operate in and serve, including the impact of the anticipated exit of the United Kingdom from the European Union;

• risks associated with current and future acquisitions and divestitures;

• labor disputes or increased labor costs;

• global risks of business interruptions, such as natural disasters and political, economic, and military instability;

• risks associated with security breaches and other disruptions to our information technology infrastructure;

• risks related to compliance with current and future laws and regulations;

• our ability to protect our intellectual property rights;

• risks of litigation;

• our level of indebtedness and ability to operate within the limitations imposed by our debt instruments; and

• various risks associated with being a Dutch corporation.

There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect that may cause actual results to differ materially from those contained in any forward-looking statements we may make and that may affect our operating and financial performance.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the U.S. Securities and Exchange Commission on February 2, 2017, and the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Results of Operations

The tables below present our results of operations, in millions of dollars and as a percentage of net revenue, for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016. We have derived the results of operations from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts and percentages have been calculated based on unrounded numbers. Accordingly, certain amounts may not add due to the effect of rounding.

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

	For the three months ended
	September 30, 2017					September 30, 2016
($ in millions)	Amount			Percent of Net Revenue		Amount			Percent of Net Revenue
Net revenue:
Performance Sensing	$	603.9		73.7	%	$	584.7		74.0	%
Sensing Solutions	215.1			26.3		205.1			26.0
Net revenue	819.1			100.0		789.8			100.0
Operating costs and expenses:
Cost of revenue	527.4			64.4		508.9			64.4
Research and development	34.0			4.2		31.6			4.0
Selling, general and administrative	76.0			9.3		75.0			9.5
Amortization of intangible assets	40.3			4.9		50.6			6.4
Restructuring and special charges	1.3			0.2		0.8			0.1
Total operating costs and expenses	679.1			82.9		667.0			84.5
Profit from operations	140.0			17.1		122.8			15.5
Interest expense, net	(40.3		)	(4.9	)	(41.2		)	(5.2	)
Other, net	3.1			0.4		(0.7		)	(0.1	)
Income before taxes	102.9			12.6		80.9			10.2
Provision for income taxes	14.8			1.8		11.1			1.4
Net income	$	88.0		10.7	%	$	69.8		8.8	%

Net revenue

Net revenue for the three months ended September 30, 2017 increased $29.3 million, or 3.7%, to $819.1 million from $789.8 million for the three months ended September 30, 2016. This increase in net revenue was composed of a 3.3% increase in Performance Sensing and a 4.9% increase in Sensing Solutions. Excluding a 0.1% increase due to changes in foreign currency exchange rates, organic revenue growth was 3.6% when compared to the three months ended September 30, 2016. Organic revenue growth is a non-GAAP financial measure. Refer to the section entitled Non-GAAP Financial Measures for further information on our use of this measure.

Performance Sensing net revenue for the three months ended September 30, 2017 increased $19.3 million, or 3.3%, to $603.9 million from $584.7 million for the three months ended September 30, 2016. Excluding a 0.2% increase due to changes in foreign currency exchange rates, organic revenue growth was 3.1% when compared to the three months ended September 30, 2016. This organic revenue growth was primarily driven by our heavy vehicle off road ("HVOR") business, including content growth, most notably in the construction and agriculture markets, as well as market growth, principally in the on-road truck markets in North America and China. In general, regulatory requirements for safer vehicles, higher fuel efficiency, and lower emissions, such as the Corporate Average Fuel Economy ("CAFE") requirements in the U.S., "Euro 6d" requirements in Europe, and "China National 6" requirements in Asia, as well as consumer demand for operator productivity and convenience,

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drive the need for advancements in engine management, safety features, efficiency, and operator controls that in turn can lead to a growing demand for our sensors.

Sensing Solutions net revenue for the three months ended September 30, 2017 increased $10.0 million, or 4.9%, to $215.1 million from $205.1 million for the three months ended September 30, 2016. Excluding a 0.3% decline due to changes in foreign currency exchange rates, organic revenue growth was 5.2% when compared to the three months ended September 30, 2016. The organic revenue growth was primarily due to market strength across all of our key end-markets, particularly in China, as well as content growth, primarily in the heating, ventilation and air-conditioning ("HVAC") and industrial markets.

Cost of revenue

Cost of revenue for the three months ended September 30, 2017 and 2016 was $527.4 million (64.4% of net revenue) and $508.9 million (64.4% of net revenue), respectively.

Research and development expense

Research and development ("R&D") expense for the three months ended September 30, 2017 and 2016 was $34.0 million and $31.6 million, respectively. We invest in R&D to support new platform and technology developments, both in our recently acquired and existing businesses, in order to drive future revenue growth. The level of R&D expense is related to the number of products in development, the stage of such products in the development process, the complexity of the underlying technology, the potential scale of the product upon successful commercialization, and the level of our exploratory research.

Selling, general and administrative expense

Selling, general and administrative ("SG&A") expense for the three months ended September 30, 2017 and 2016 was $76.0 million and $75.0 million, respectively. SG&A expense consists of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs. These costs are fixed or variable in nature, and we may at times experience increased or decreased variable costs for reasons other than increased or decreased net revenue. As a result, SG&A expense will not necessarily remain consistent as a percentage of revenue.

Amortization of intangible assets

Amortization expense associated with definite-lived intangible assets for the three months ended September 30, 2017 and 2016 was $40.3 million and $50.6 million, respectively. 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. In general, the economic benefit of an intangible asset is concentrated towards the beginning of that intangible asset's useful life. Amortization expense decreased as certain intangible assets, primarily related to the Sensors & Controls and High Temperature Sensing acquisitions in 2006 and 2011, respectively, are at, or are nearing, the end of their useful lives.

Restructuring and special charges

Restructuring and special charges for the three months ended September 30, 2017 and 2016 were $1.3 million and $0.8 million, respectively. The restructuring and special charges for the three months ended September 30, 2017 consisted primarily of facility exit costs of $1.3 million related to the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST"). The restructuring and special charges for the three months ended September 30, 2016 consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016.

Interest expense, net

Interest expense, net for the three months ended September 30, 2017 and 2016 was $40.3 million and $41.2 million, respectively.

Other, net

Other, net for the three months ended September 30, 2017 and 2016 represented a net gain of $3.1 million and a net loss of $0.7 million, respectively. The change in Other, net relates to fluctuations in foreign currency exchange rates, net of any offsetting hedge gain or loss and fluctuations in commodity prices relative to the strike prices on outstanding forward contracts. Refer to Note 13, "Other, Net," of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a detail of the components of Other, net.

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Provision for income taxes

Provision for income taxes for the three months ended September 30, 2017 and 2016 was $14.8 million and $11.1 million, respectively. The provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes on interest and royalty income, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily related to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses.

The change in the provision for income taxes was primarily due to a change in the amount and distribution of income recorded in various jurisdictions, the impact of changes in foreign currency exchange rates, and a change in our U.S. valuation allowance associated with the acquisition of CST, for which deferred tax liabilities were established related primarily to the step-up of tangible assets for book purposes, for which we recorded a benefit from income taxes of $5.1 million during the three months ended September 30, 2016.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

	For the nine months ended
	September 30, 2017					September 30, 2016
($ in millions)	Amount			Percent of Net Revenue		Amount			Percent of Net Revenue
Net revenue:
Performance Sensing	$	1,825.9		74.0	%	$	1,797.4		74.5	%
Sensing Solutions	640.3			26.0		616.5			25.5
Net revenue	2,466.2			100.0		2,413.9			100.0
Operating costs and expenses:
Cost of revenue	1,601.2			64.9		1,574.8			65.2
Research and development	97.0			3.9		95.2			3.9
Selling, general and administrative	227.3			9.2		224.6			9.3
Amortization of intangible assets	121.6			4.9		151.6			6.3
Restructuring and special charges	18.8			0.8		3.2			0.1
Total operating costs and expenses	2,065.8			83.8		2,049.4			84.9
Profit from operations	400.4			16.2		364.5			15.1
Interest expense, net	(120.6		)	(4.9	)	(125.2		)	(5.2	)
Other, net	7.2			0.3		4.9			0.2
Income before taxes	287.0			11.6		244.2			10.1
Provision for income taxes	47.8			1.9		48.3			2.0
Net income	$	239.2		9.7	%	$	195.9		8.1	%

Net revenue

Net revenue for the nine months ended September 30, 2017 increased $52.3 million, or 2.2%, to $2,466.2 million from $2,413.9 million for the nine months ended September 30, 2016. This increase in net revenue was composed of a 1.6% increase in Performance Sensing and 3.9% increase in Sensing Solutions. Excluding a 1.4% decline due to changes in foreign currency exchange rates, particularly related to the Euro and Chinese Renminbi, organic revenue growth was 3.6% when compared to the nine months ended September 30, 2016. Organic revenue growth is a non-GAAP financial measure. Refer to the section entitled Non-GAAP Financial Measures for further information on our use of this measure.

Performance Sensing net revenue for the nine months ended September 30, 2017 increased $28.5 million, or 1.6%, to $1,825.9 million from $1,797.4 million for the nine months ended September 30, 2016. Excluding a 1.6% decline due to changes in foreign currency exchange rates, particularly related to the Euro and Chinese Renminbi, organic revenue growth was 3.2% when compared to the nine months ended September 30, 2016. This organic revenue growth was primarily driven by our HVOR business, primarily as a result of content growth in the construction and agriculture markets, as well as the on-road truck markets in North America and China. In addition, we believe that the major end-markets within HVOR have been recovering, including the North American Class 8 truck market, which has been particularly weak in prior quarters and

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represents a significant part of our HVOR business. Our automotive end-markets in Asia, primarily in China, experienced growth from both content and an expanding market.

Sensing Solutions net revenue for the nine months ended September 30, 2017 increased $23.8 million, or 3.9%, to $640.3 million from $616.5 million for the nine months ended September 30, 2016. Excluding a 0.7% decline due to changes in foreign currency exchange rates, particularly related to the Chinese Renminbi, organic revenue growth was 4.6% when compared to the nine months ended September 30, 2016. The organic revenue growth was primarily due to market strength across all of our key end-markets, particularly in China, as well as content growth in our HVAC and industrial markets.

Cost of revenue

Cost of revenue for the nine months ended September 30, 2017 and 2016 was $1,601.2 million (64.9% of net revenue) and $1,574.8 million (65.2% of net revenue), respectively.

Research and development expense

R&D expense for the nine months ended September 30, 2017 and 2016 was $97.0 million and $95.2 million, respectively. We invest in R&D to support new platform and technology developments, both in our recently acquired and existing businesses, in order to drive future revenue growth. The level of R&D expense is related to the number of products in development, the stage of such products in the development process, the complexity of the underlying technology, the potential scale of the product upon successful commercialization, and the level of our exploratory research.

Selling, general and administrative expense

SG&A expense for the nine months ended September 30, 2017 and 2016 was $227.3 million and $224.6 million, respectively. SG&A expense consists of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs. These costs are fixed or variable in nature, and we may at times experience increased or decreased variable costs for reasons other than increased or decreased net revenue. As a result, SG&A expense will not necessarily remain consistent as a percentage of revenue.

Amortization of intangible assets

Amortization expense associated with definite-lived intangible assets for the nine months ended September 30, 2017 and 2016 was $121.6 million and $151.6 million, respectively. 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. In general, the economic benefit of an intangible asset is concentrated towards the beginning of that intangible asset's useful life. Amortization expense decreased as certain intangible assets, primarily related to the Sensors & Controls and High Temperature Sensing acquisitions in 2006 and 2011, respectively, are at, or are nearing, the end of their useful lives.

Restructuring and special charges

Restructuring and special charges for the nine months ended September 30, 2017 and 2016 were $18.8 million and $3.2 million, respectively. The restructuring and special charges for the nine months ended September 30, 2017 consisted primarily of severance charges of $8.4 million and facility exit costs of $2.4 million recorded in connection with the closing of our facility in Minden, Germany that was part of the acquisition of CST, facility exit costs related to a limited number of other line moves and exit activities, and severance costs related to the termination of a limited number of employees. The restructuring and special charges for the nine months ended September 30, 2016 consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016.

Interest expense, net

Interest expense, net for the nine months ended September 30, 2017 and 2016 was $120.6 million and $125.2 million, respectively.

Other, net

Other, net for the nine months ended September 30, 2017 and 2016 represented net gains of $7.2 million and $4.9 million, respectively. The change in Other, net relates to fluctuations in foreign currency exchange rates net of any offsetting hedge gain or loss and fluctuations in commodity prices relative to the strike prices on outstanding forward contracts. Refer to Note 13,

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"Other, Net," of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a detail of the components of Other, net.

Provision for income taxes

Provision for income taxes for the nine months ended September 30, 2017 and 2016 was $47.8 million and $48.3 million, respectively. The provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes on interest and royalty income, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily related to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses.

The change in the provision for income taxes was primarily due to a change in the amount and distribution of income recorded in various jurisdictions, the impact of changes in foreign currency exchange rates, and a change in our U.S. valuation allowance associated with the acquisition of certain subsidiaries of CST, for which deferred tax liabilities were established related primarily to the step-up of tangible assets for book purposes, for which we recorded a benefit from income taxes of $3.7 million during the nine months ended September 30, 2016.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q includes references to organic revenue growth, which is a non-GAAP financial measure. Organic revenue growth is defined as the reported percentage change in net revenue calculated in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), excluding the impact of acquisitions, net of exited businesses that occurred within the previous 12 months and the effect of differences in foreign currency exchange rates between the current and prior period.

We believe that organic revenue growth provides investors with helpful information with respect to our operating performance, and we use organic revenue growth to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe organic revenue growth provides useful information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior year period.

However, organic revenue growth should be considered as supplemental in nature and is not intended to be considered in isolation or as a substitute for net revenue growth prepared in accordance with U.S. GAAP. In addition, our measure of organic revenue growth may not be the same as, or comparable to, similar non-GAAP financial measures presented by other companies.

Liquidity and Capital Resources

We held cash and cash equivalents of $613.0 million and $351.4 million at September 30, 2017 and December 31, 2016, respectively, of which $174.0 million and $37.8 million, respectively, was held in the Netherlands, $7.0 million and $5.7 million, respectively, was held by U.S. subsidiaries, and $432.0 million and $307.9 million, respectively, was held by other foreign subsidiaries. The amount of cash and cash equivalents held in the Netherlands and in our U.S. and other foreign subsidiaries fluctuates throughout the year due to a variety of factors, including timing of cash receipts and disbursements in the normal course of business.

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Cash Flows:

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2017 and 2016. We have derived the summarized statements of cash flows from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not add due to the effect of rounding.

	For the nine months ended
(in millions)	September 30, 2017			September 30, 2016
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items	$	480.0		$	462.6
Changes in operating assets and liabilities, net of effects of acquisitions	(107.7		)	(66.2		)
Operating activities	372.3			396.4
Investing activities	(97.7		)	(139.1		)
Financing activities	(13.1		)	(299.6		)
Net change	$	261.5		$	(42.4	)

Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2017 and 2016 was $372.3 million and $396.4 million, respectively. The decrease in cash provided by operating activities relates primarily to a build up of inventory to support anticipated line moves, higher cash paid for interest, and higher cash paid related to severance obligations, partially offset by improved operating profitability. The higher cash paid for interest relates to the 6.25% Senior Notes, for which interest payments are due semi-annually on February 15 and August 15 of each year. The payment made on February 15, 2016 did not represent payment for a full six-month period, as the 6.25% Senior Notes were issued on November 27, 2015.

Investing activities. Net cash used in investing activities for the nine months ended September 30, 2017 and 2016 was $97.7 million and $139.1 million, respectively, which included $103.5 million and $94.6 million, respectively, in capital expenditures. In 2017, we anticipate capital expenditures of approximately $130 million to $150 million, which we expect to be funded with net cash provided by operating activities. Net cash used in investing activities for the nine months ended September 30, 2016 also included an investment of $50.0 million in preferred stock of Quanergy Systems, Inc.

Financing activities. Net cash used in financing activities for the nine months ended September 30, 2017 and 2016 was $13.1 million and $299.6 million, respectively, which consisted primarily of $14.5 million and $297.7 million, respectively, in payments on debt.

Indebtedness and Liquidity:

Our liquidity requirements are significant due to our highly leveraged nature. As of September 30, 2017, we had $3,313.6 million in gross indebtedness, which includes capital lease and other financing obligations and excludes debt discounts and deferred financing costs.

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A summary of our indebtedness as of September 30, 2017 is as follows:

(in thousands)	Maturity Date	September 30, 2017
Term Loan	October 14, 2021	$	927,794
4.875% Senior Notes	October 15, 2023	500,000
5.625% Senior Notes	November 1, 2024	400,000
5.0% Senior Notes	October 1, 2025	700,000
6.25% Senior Notes	February 15, 2026	750,000
Less: discount		(15,812		)
Less: deferred financing costs		(29,971		)
Less: current portion		(7,327		)
Long-term debt, net		$	3,224,684
Capital lease and other financing obligations		$	35,839
Less: current portion		(5,849		)
Capital lease and other financing obligations, less current portion		$	29,990

As of September 30, 2017, there was $415.3 million of availability under the Revolving Credit Facility, net of $4.7 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2017, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2017 and 2018.

Capital Resources

Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. In addition, our senior secured credit facilities provide for incremental facilities (the "Accordion"), under which additional term loans may be issued or the capacity of the Revolving Credit Facility may be increased. As of September 30, 2017, $230.0 million remained available for issuance under the Accordion.

We believe, based on our current level of operations as reflected in our results of operations for the three and nine months ended September 30, 2017, and taking into consideration the restrictions and covenants discussed below, that these sources of liquidity will be sufficient to fund our operations, capital expenditures, ordinary share repurchases, and debt service for at least the next twelve months. However, we cannot make assurances that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Further, our highly leveraged nature may limit our ability to procure additional financing in the future.

Our ability to raise additional financing, and our borrowing costs, may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of October 23, 2017, Moody’s Investors Service’s corporate credit rating for Sensata Technologies B.V. ("STBV") was Ba2 with a stable outlook and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. The Standard & Poor’s corporate credit rating represents an upgrade, effective on October 23, 2017, from the previous rating of BB with a positive outlook. Any future downgrades to STBV's credit ratings may increase our borrowing costs, but will not reduce availability under our credit agreement dated as of May 12, 2011 (as amended, the "Credit Agreement").

The Credit Agreement and the indentures under which our senior notes were issued contain restrictions and covenants that limit the ability of STBV and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, make capital expenditures, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources," included in our Annual Report on Form 10-K for the year ended December 31, 2016.

As of September 30, 2017, we were in compliance with all covenants and default provisions under our credit arrangements.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which creates one Accounting Standards Codification ("ASC")

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Topic (FASB ASC 606, Revenue from Contracts with Customers) that replaces the current guidance found in FASB ASC 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASU No. 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FASB ASU No. 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity.

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, which defers the effective date of FASB ASU No. 2014-09 by one year. FASB ASU No. 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our financial position and results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of FASB ASU No. 2014-09 will have a material impact on our financial position or results of operations. However, we will continue to evaluate this assessment through the remainder of 2017. In addition, the adoption of FASB ASU No. 2014-09 requires new disclosures related to revenue recognition, which we are continuing to evaluate. We intend to adopt FASB ASU No. 2014-09 on January 1, 2018 using the modified retrospective transition method.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2016, we were contractually obligated to make future payments of $69.8 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02, and have not yet determined its impact on our consolidated financial statements, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02. FASB ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. We are still evaluating the impact that this guidance will have on our consolidated financial statements, and we have not yet determined whether we will early adopt FASB ASU No. 2017-12.

Critical Accounting Policies and Estimates

For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates," included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes to our market risk since December 31, 2016. For a discussion of market risk affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk," included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 4. Controls and Procedures.

The required certifications of our Chief Executive Officer and Chief Financial Officer are included as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our disclosure controls and procedures and changes in internal control over financial reporting referred to in these certifications. These certifications should be read in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.

Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2017, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the nine months ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with U.S. generally accepted accounting principles. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

As discussed in Part I, Item 3—"Legal Proceedings," in our Annual Report on Form 10-K for the year ended December 31, 2016, we are regularly involved in a number of claims and litigation matters in the ordinary course of business. Most of our litigation matters are third-party claims related to patent infringement allegations or for property damage allegedly caused by our products, but some involve allegations of personal injury or wrongful death. From time to time, we are also involved in disagreements with vendors and customers. 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 result of operations, financial position, or cash flows.

Item 1A. Risk Factors.

Information regarding risk factors appears in Part I, Item 1A—"Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2016. There have been no changes to the risk factors disclosed therein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Period	Total  Number of Shares Purchased (in shares)		Weighted-Average  Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs	Approximate Dollar Value of Shares that May Yet Be  Purchased Under the Plan or Programs (in millions)
July 1 through July 31, 2017	2,117	(1)	$	45.03	—	$	250.0
August 1 through August 31, 2017	—		$	—	—	$	250.0
September 1 through September 30, 2017	—		$	—	—	$	250.0
Total	2,117		$	45.03	—	$	250.0

 __________________

⁽¹⁾   Pursuant to the "withhold to cover" method for collecting and paying withholding taxes for our employees upon the vesting of restricted securities, we withheld from certain employees the shares noted in the table above to cover such tax withholdings. These transactions took place outside of a publicly-announced repurchase plan. The weighted-average price per share listed in the above table is the weighted-average of the fair market prices at which we calculated the number of shares withheld to cover tax for the employees.

Item 3. Defaults Upon Senior Securities.

None.

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Item 6. Exhibits.

Exhibit No.	Description
3.1	Amended Articles of Association of Sensata Technologies Holding N.V.*
4.1	Sixth Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of April 17, 2013 pursuant to which the 4.875% Senior Notes were issued, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on October 13, 2017).
4.2	Fifth Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of October 14, 2014 pursuant to which the 5.625% Senior Notes were issued, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed on October 13, 2017).
4.3	Sixth Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of March 26, 2015 pursuant to which the 5.000% Senior Notes were issued, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant's Current Report on Form 8-K filed on October 13, 2017).
4.4	Third Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of November 27, 2015 pursuant to which the 6.250% Senior Notes were issued, among Sensata Technologies UK Financing Co. plc, the guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 of the Registrant's Current Report on Form 8-K filed on October 13, 2017).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101	The following materials from the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.

___________________________

*    Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 24, 2017

SENSATA TECHNOLOGIES HOLDING N.V.

/s/ Martha Sullivan

(Martha Sullivan)

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Paul Vasington

(Paul Vasington)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

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EX-3.1

1

Exhibit 3.1

ARTICLES OF ASSOCIATION for:

Sensata Technologies Holding N.V.

having its official seat in Hengelo.

The articles of association have been last amended by a deed, executed on 4 August 2017, before R. van Bork, civil law notary officiating in Amsterdam, the Netherlands.

The company is registered with the trade register of the Chamber of Commerce under number 24192692.

ARTICLES OF ASSOCIATION:

CHAPTER 1.

Article 1.Definitions.

1.1 In these Articles of Association, the following terms are defined as follows:

Auditor means a chartered accountant or other accountant as referred to in Section 2:393 of the Dutch Civil Code (Burgerlijk Wetboek), or an organisation within which such accountants practice.

Board means the board of directors of the Company.

Business Combination means a legal merger (juridische fusie), asset sale and transfer or other similar type of transaction, or a transaction resulting in a financial benefit to the Interested Shareholder other than a benefit derived from his shareholding.

Company means the company, the internal organisation of which is governed by these Articles of Association.

Depositary Receipts means depositary receipts for Shares in the Company. Unless the contrary is evident, these include depositary receipts issued without the cooperation of the Company.

Distributable Equity means the part of the Company's equity which exceeds the aggregate of the issued and paid up part of the share capital and the reserves which must be maintained pursuant to the law.

Executive Director means a member of the Board referred to in Article 16 hereof.

General Meeting means the body of the Company consisting of the Shareholders or a meeting of Shareholders (or their representatives) and other persons entitled to attend such meetings.

Group Company means a legal entity or company affiliated with the Company in a group within the meaning of Section 2:24b of the Dutch Civil Code.

Holders of Depositary Receipts means holders of depositary receipts issued with the cooperation of the Company. Unless the contrary is evident, these holders include the persons who have the rights granted by law to holders of depositary receipts issued with the cooperation of a company as a result of a usufruct or pledge created on Shares.

Interested Shareholder means a person who, together with its group companies (within the meaning of Section 2:24b of the Dutch Civil Code) owns

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Shares representing fifteen per cent (15%) or more of the issued and outstanding share capital of the Company, whereby a person, together with its group companies as applicable, that owned such a number of Shares in the preceeding three years shall also be deemed an Interested Shareholder.

Non-Executive Director means a member of the Board referred to in Article 16 hereof.

Ordinary Share means an ordinary Share in the capital of the Company.

Preference Share means a protective preference share in the capital of the Company.

Response Time means response time as referred to in Article 27.5.

Secretary means a Secretary of the Company referred to in Article 22.

Share means a share in the capital of the Company. Unless the contrary is evident, this includes each Ordinary Share as well as each Preference Share.

Shareholder means a holder of one or more Shares.

Shareholder Associated Person means (i) any person controlling, directly or indirectly, or acting in concert with a Shareholder, (ii) any beneficial owner of Ordinary Shares owned of record or beneficially by a Shareholder and (iii) any person controlling, controlled by or under common control with a Shareholder Associated Person.

Subsidiary means a subsidiary of the Company as referred to in Section 2:24a of the Dutch Civil Code.

1.2 A message in writing means a message transmitted by letter, by telecopy, by e-mail or by any other means of electronic communication provided the relevant message or document is legible and reproducible, and the term written shall be construed accordingly.

1.3 References to Articles refer to Articles which are part of these Articles of Association, except where expressly indicated otherwise.

CHAPTER 2. NAME, SEAT AND OBJECTS.

Article 2.Name and seat. Structure.

2.1 The name of the Company is: Sensata Technologies Holding N.V.

2.2 The official seat of the Company is in Hengelo, the Netherlands.

Article 3.Objects.

3.1 The Company's objects are:

(a) to participate or to acquire interests in any other way in enterprises, to manage or exercise supervision of enterprises and to provide services to enterprises, with special reference to enterprises engaged in the production of sensors and controls for manufacturers in the automotive, appliance, aircraft and industrial business or rendering other services to such enterprises;

(b) to perform all acts which directly or indirectly may be conductive to such objects.

3.2 In realising its objects the Company shall exercise management directed at promoting in the best way possible and in a well balanced manner the interests of those who are directly or indirectly interested in the Company.

CHAPTER 3.AUTHORIZED CAPITAL AND SHARES.

Article 4.Capital. Registered Shares. Depository Receipts.

4.1 The authorised capital amounts to eight million euro (EUR 8,000,000), divided into:

(a) four hundred million (400,000,000) Ordinary Shares of one euro cent (EUR 0.01) each; and

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(b) four hundred million (400,000,000) Preference Shares of one euro cent (EUR 0.01) each.

4.2 The Shares are registered. The Shares shall be numbered in such a manner that they can be distinguished from each other at any time.

4.3 The Board shall, at the request of a Shareholder, issue or cause to be issued Share certificates (aandeelbewijzen) in respect of Shares in such denominations as the Board shall determine which certificates are exchangeable at the request of the Shareholder.

4.4 Share certificates shall not be provided with a set of dividend coupons and a talon.

4.5 Each Share certificate shall be identified by numbers and/or letters in such manner as determined by the Board.

4.6 Share certificates shall be signed by or on behalf of a member of the Board. In addition all Share certificates may be validly signed by one or more persons designated by the Board for that purpose.The Board may resolve that the signature shall be provided by a facsimile signature.

4.7 The Board may determine that for the purpose of trading and transfer of shares at a foreign stock exchange, Share certificates shall be issued in such form as shall comply with the requirements of such foreign stock exchange.

4.8 At the written request by the party concerned and upon provision of satisfactory evidence as to title, replacement Share certificates may be issued of Share certificates which have been mislaid, stolen or damaged, on such conditions, including, without limitation, the provision of indemnity to the Company as the Board shall determine. The costs of the issue of replacement Share certificates may be charged to the applicant. By the issue of replacement Share certificates the original Share certificates will become void and the Company will have no further obligation with respect to such original Share certificates. Replacement Share certificates will bear the numbers and letters of the documents they replace.

4.9 The General Meeting may, but only pursuant to a proposal of the Board, resolve that the Company cooperates in the issuance of Depositary Receipts for its Shares. Holders of Depositary Receipts issued for Shares in the Company with the Company's cooperation shall have the rights conferred to them by law, also to the extent such rights are not expressly referred to in these Articles of Association.

Article 5.Register of Shareholders.

5.1 The Company shall keep a register in which the names and addresses of holders of Ordinary Shares and Preference Shares are recorded, showing the date on which the Shares were acquired, the date of acknowledgement by or serving on the Company and the amount paid up on each Share.

The names and addresses of pledgees and usufructuaries of Shares shall also be entered in the register of Shareholders, showing the date on which the right was acquired and the date of acknowledgement by or serving on the Company, as well as showing the rights attaching to the Shares which they are entitled to in accordance with subsections 2 and 4 of Sections 2:88 and 2:89 of the Dutch Civil Code.

5.2 Each Shareholder, each pledgee of Shares and each usufructuary of Shares is required to give his address to the Company in writing as well as each amendment thereto.

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5.3 All entries and notes in a register of Shareholders shall be signed by an Executive Director of the Board, an officer of the Company or another person authorised to do so by the Board.

5.4 On application by a Shareholder or a pledgee or usufructuary of Shares, the Board shall furnish an extract from the register of Shareholders, free of charge, insofar as it relates to the applicant's right in respect of a Share.

5.5 Section 2:85 of the Dutch Civil Code also applies to the register.

5.6 If a Shareholder, usufructuary, pledgee, or Holder of Depositary Receipts provided the Company with an electronic address in order to record this electronic address in the register, jointly with the other details specified in Article 5.1, this electronic address is considered to be provided with the purpose of electronically receiving all notifications, announcements and statements as well as, in respect of Shareholders and Holders of Depositary Receipts, notices to convene a General Meeting. A notification sent electronically must be legible and reproducible.

5.7 The Board shall be authorised to keep a part of the register outside the Netherlands if required to comply with applicable foreign legislation or the rules of the stock exchange where the Shares of the Company are listed.

5.8 The Board shall determine the form and contents of the register with due observance of the provisions of this Article.

5.9 The Board shall be authorised to provide the authorities with information and data contained in the register or have the same inspected to the extent that this is requested to comply with applicable foreign legislation or rules of the stock exchange where the Company’s shares are listed.

CHAPTER 4.ISSUE OF SHARES.

Article 6.Issue of Shares. Body Competent to Issue Shares.

6.1 The General Meeting may pass resolutions to issue Shares, unless the Board is designated thereto by the Articles of Association or pursuant to a resolution of the General Meeting. If and in so far as the Board is designated as the competent body, the General Meeting may not pass resolutions to issue, as long as the designation is in force.

6.2 The General Meeting or the Board shall determine the price and further conditions of issuance, in accordance with the relevant provisions in these Articles of Association.

6.3 If the Board is designated as being competent to resolve on the issue of Shares, on such designation the number of Shares of each class which may be issued must be specified. This may be expressed in a percentage of the issued capital. On such designation the term of the designation shall be determined, which may not exceed five years. The designation may be extended, from time to time, for a period not exceeding five years. Unless the designation provides otherwise, it may not be withdrawn.

6.4 A resolution of the General Meeting to issue (including the determination of the price and further conditions) or to designate the Board, can only be adopted on the proposal of the Board.

6.5 Within eight days of a resolution of the General Meeting to issue Shares or to designate the Board, the Board shall file a full text thereof at the offices of the Commercial Register, where the Company has been registered.

Within eight days after each issue of Shares, the Board shall so notify the Commercial Register, stating the number of Shares.

6.6 The provisions of the Articles 6.1 to 6.5 shall apply by analogy to the granting of rights to subscribe to Shares, but shall - with the exception of the last sentence of Article 6.5 - not apply to the issue of Shares to persons exercising a previously granted right to subscribe to Shares.

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Shares shall never be issued below par, without prejudice to the provisions laid down in Section 2:80 subsection 2 of the Dutch Civil Code.

6.7 In the event of an issue of Preference Shares by a body other than the General Meeting, a General Meeting shall be convened, to be held not later than twenty months after the date on which Preference Shares were issued for the first time. The agenda for that meeting shall include a resolution relating to the repurchase of the Preference Shares in accordance with the provisions of Article 11 or the cancellation of the Preference Shares in accordance with the provisions of Article 12. If the resolution to be adopted in respect of this item on the agenda does not result in the repurchase or cancellation of the Preference Shares, a General Meeting shall be convened and held, in each case within six months of the previous meeting, the agenda of which meetings shall include a resolution relating to the repurchase or cancellation of the Preference Shares, until such time as no more Preference Shares remain outstanding.

6.8 lf it has been announced what amount will be issued and only a lower amount will be subscribed, such lower amount will only be subscribed if this is explicitly determined by the conditions of the issue.

Article 7.Pre-emptive rights.

7.1 Upon issuance of Ordinary Shares, each holder of Ordinary Shares shall have a right of pre-emption in proportion to the aggregate nominal value of its Ordinary Shares. He shall not have a pre-emptive right upon the issuance of Preference Shares.

Furthermore, he will not hold a pre-emptive right to Shares to be issued against a contribution other than in cash, or to Shares which are issued to employees of the Company or of a Group Company.

7.2 On the proposal of the Board and with due observance to the provisions of this Article 7, the General Meeting shall at the time of the resolution to issue Shares determine the manner in which and the period during which the pre-emptive right may be exercised. If the Board is designated as the body competent to issue Shares, such shall be determined by the Board.

7.3 The Company shall announce the issue with pre-emptive rights, and the period in which it can be exercised, in the Government Gazette (Staatscourant) and in a national daily newspaper.

Pre-emptive rights can be exercised during at least two weeks following the announcement in the Government Gazette.

7.4 On the proposal of the Board pre-emptive rights may be limited or excluded pursuant to a resolution of the General Meeting. In the proposal in respect thereof, the reasons for the proposal and the selection of the intended issue price shall be explained in writing.

Pre-emptive rights may also be limited or excluded by the Board if designated by the Articles of Association or in a resolution of the General Meeting as being authorised to limit or exclude pre-emptive rights for a specified period not exceeding five years; such designation can only be effected if the Board has also been, or is simultaneously, designated as referred to in Article 6.1.

The designation may be extended for no longer than five years at a time. The designation only applies as long as a designation, as referred to in Article 6.1, is in force.

Unless specified otherwise at the time of the designation, the designation cannot be revoked.

7.5 Within eight days of such resolution, the Board shall file a full text thereof with the offices of the Commercial Register.

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7.6 If rights are granted to subscribe for Shares, the Shareholders shall have a right of pre-emption; the provisions above in this Article 7 shall apply by analogy. Shareholders shall not have a pre-emptive right on Shares issued to a person exercising a previously acquired right to subscribe for Shares.

Article 8.Payment on Shares.

8.1 Notwithstanding the provisions of Section 2:80 subsection 2 of the Dutch Civil Code, upon subscription of each Ordinary Share, the full nominal value thereof must be paid up, and, in addition, if the Share is issued at a higher amount, the difference between such amounts.

8.2 Upon issuance of a Preference Share, at least one fourth of the nominal amount shall be paid. Additional payment on Preference Shares will be made after such additional payment has been claimed by the Company. Additional payments will be claimed by virtue of a resolution of the Board.

Article 9.Payment in Cash.

9.1 Payment on an Ordinary Share shall be made in cash, unless a different contribution has been agreed upon.

9.2 Payment on Preference Shares may only be made in cash.

9.3 Payment in foreign currency can only be made subject to the consent of the Company.

Article 10.Contribution in Kind.

10.1 The Board is entitled to enter into legal acts regarding contribution on Shares other than in cash and into the other legal acts specified in Section 2:94 of the Dutch Civil Code, without the prior approval of the General Meeting.

The substance of these legal acts shall be laid down in the annual accounts on the financial year in which they have been performed.

10.2 Sections 2:80b and 2:94b of the Dutch Civil Code are applicable to contribution on Shares other than in cash.

CHAPTER 5.OWN SHARES. CAPITAL REDUCTION.

Article 11.Own Shares.

11.1 When issuing Shares, the Company may not subscribe for its own Shares.

11.2 The Company may acquire fully paid-up Shares or Depositary Receipts thereof, provided either no valuable consideration is given, or:

(a) the Distributable Equity is at least equal to the purchase price; and

(b) the nominal amount of the Shares in its capital or Depositary Receipts thereof to be acquired, held or held in pledge by the Company and of the Shares or Depositary Receipts thereof held by its Subsidiaries, does not exceed half of the issued capital.

Decisive for the requirement under (a) will be the amount of the equity in accordance with the latest adopted balance sheet, reduced by the purchase price for the Shares in the capital of the Company, the amount of loans referred to in Section 2:98c subsection 2 of the Dutch Civil Code and distributions from profits or reserves to third parties becoming due from the Company and its Subsidiaries after the balance sheet date.

If more then six months of a financial year have lapsed without the annual accounts having been adopted, acquisition in accordance with provisions in this Article 11.2 shall not be allowed.

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11.3 Acquisition in a way other than for no consideration can only take place if the General Meeting has authorised the Board to this effect. This authorisation will apply during a maximum period of eighteen months. In this authorisation the General Meeting shall determine how many Shares or Depositary Receipts thereof can be acquired, how they can be acquired and between what limits the price must be.

11.4 The Company may acquire its own Shares or Depositary Receipts thereof in order to transfer them, pursuant to a regulation to that effect, to staff employed by the Company or by a Group Company.

11.5 The foregoing provisions of this Article 11 shall not apply to Shares or Depositary Receipts thereof which the Company acquires by universal title of succession.

11.6 The Board shall resolve to alienate the Shares acquired by the Company in its own capital. No pre-emptive right shall exist in respect of such alienation.

11.7 The Company cannot derive any right to any distribution from Shares in its own capital; nor shall it derive any right to such distribution from Shares for which it holds the Depositary Receipts.

The Shares referred to in the previous sentence shall not be included in the calculation of the profit appropriation, unless such Shares or the Depositary Receipts for such Shares are subject to a usufruct for the benefit of a party other than the Company.

11.8 No voting rights may be exercised for any Share held by the Company or a Subsidiary, unless the Shares are subject to the right of usufruct or a pledge in favour of a company other than the Company or a Subsidiary and the other company is entitled to the voting rights on the Shares and the right of pledge has been created by a company other than the Company or Subsidiary. Nor may the Company or a Subsidiary exercise voting rights for Shares in the capital of the Company in respect of which the Company or Subsidiary has a right of usufruct or a pledge.

No voting rights can be exercised for Shares for which the Company or a Subsidiary holds the Depositary Receipts.

For the purposes of determining whether a specific part of the capital is represented at the meeting or whether a majority represents a specific part of the capital, the capital shall be reduced by the value of the Shares for which no voting rights can be exercised.

11.9 The Company may only take in pledge its own Shares or Depositary Receipts thereof if:

(a) the relevant Shares have been fully paid up;

(b) the nominal value of its own Shares and Depositary Receipts for Shares to be taken in pledge and those already held or already taken in pledge does not exceed half of the issued capital; and

(c) the General Meeting has approved the pledge agreement.

Article 12.Capital Reduction.

12.1 The General Meeting may resolve, but only pursuant to a proposal of the Board, to reduce the Company's issued capital:

(a) by cancellation of Shares; or

(b) by reducing the nominal value of Shares, to be effected by an amendment of these Articles of Association, provided that the issued capital or the paid up part thereof does not become less than prescribed in Section 2:67 of the Dutch Civil Code.

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The Shares concerned shall be designated in such resolution and provisions for the implementation of such resolution shall be made therein.

12.2 A resolution to cancel Shares can only relate to:

(a) Shares held by the Company itself or of which it holds the Depositary Receipts; or

(b) all Preference Shares, with repayment.

12.3 Reduction of the amount of the Shares without repayment and without release from the obligation to pay up the Shares shall take place proportionately on all Shares of the same class. The requirement of proportion may be deviated from with the consent of all Shareholders concerned.

12.4 Partial repayment on Shares or release from the obligation to make payments will only be possible for the purpose of execution of a resolution to reduce the nominal amount of the Shares. Such repayment or release shall take place:

(a) with regard to all Shares; or

(b) with regard to all Preference Shares or all Ordinary Shares.

12.5 Preference Shares shall be cancelled against repayment of the amounts paid up on these Preference Shares and of any dividend still lacking, if any, to be calculated time-proportionately up to and including the day of payment with due observance to the provisions of Article 37, after deduction of interim dividend.

12.6 No approval by the meeting of holders of Preference Shares is required for a resolution regarding the cancellation of Preference Shares.

12.7 Furthermore the provision of the Sections 2:99 and 2:100 of the Dutch Civil Code are applicable to capital reduction.

CHAPTER 6. TRANSFER. SHARE TRANSFER RESTRICTIONS.

Article 13.Transfer of Shares.

13.1 Unless the law provides otherwise and except as provided by the following provisions of this article 13, a transfer of a registered Share or of a restricted right (beperkt recht) thereto shall require a deed of transfer drawn up for that purpose and, save when the Company itself is a party to the legal act, acknowledgement in writing by the Company of the transfer.

Acknowledgement must be given in the deed or by a dated statement embodying such acknowledgement on the deed or on a true copy or extract thereof duly authenticated by a civil law notary or by the transferor. Service of such deed, true copy or extract on the Company shall be deemed as acknowledgement. If the transfer relates to Preference Shares which have not been paid up in full, the acknowledgement may be given only if the deed of transfer bears an officially recorded or otherwise fixed date.

13.2 In cases whereby a Share for which a Share certificate has been issued is transferred, the Share certificate must be submitted to the Company, provided that an instrument of transfer as referred to in Article 13.1, printed on the back of the Share certificate, has been duly completed and signed by or on behalf of the transferor, or a separate instrument in substantially the same form is submitted together with the Share certificate.

13.3 If a transfer of a Share has been effected by service of an instrument of transfer to the Company, the Company shall, at the discretion of the Board, either endorse the transfer on the Share certificate or cancel the Share certificate and issue to the transferee one or more Share certificates registered in his name up to an equal nominal amount.

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13.4 The Company’s written acknowledgement of a transfer of a Share shall, at the discretion of the Board, be effected either by endorsement of the transfer on the Share certificate as proof of acknowledgement or by the issuance to the transferee of one or more Share certificates registered in his name up to an equal nominal amount.

Article 14.Share Transfer Restrictions Preference Shares.

14.1 For every transfer of Preference Shares the approval will be required of the Board. The approval will be issued in writing, and stipulate the name and the address of the intended acquirer.

14.2 If the approval is refused, the Board will be obligated to simultaneously designate one or more prospective buyers who will be prepared and able to buy all Preference Shares to which the request refers against payment in cash at a price to be set in mutual consultation by the alienator and the Board within two months after that designation.

14.3 If within three months after receipt by the Company of the request for approval of the intended transfer the alienator has not received from the Company a written notification or a timely refusal of approval has not been accompanied simultaneously by the designation of one or more prospective buyers as referred to in Article 14.2, the approval will be deemed to have been granted after the end of the period specified or after receipt of the notification of refusal respectively.

14.4 If within two months after the refusal of the approval no agreement has been reached between the alienator and the Board about the price referred to in Article 14.2, this price will be set by (a) an expert to be designated by the alienator, (b) an expert to be designated by the Board and (c) an expert to be designated by the experts referred to afore under sub (a) and (b).

If the expert referred to under sub (c) has not been designated within three months after the refusal of the approval he will be designated by the Chairman of the Dutch Institute for Certified Accountants (Nederlands Instituut voor Registeraccountants), on request of any interested party.

14.5 The alienator will have the right to refrain from the transfer, provided he informs the Board about this in writing within one month after both the name of the designated prospective buyer(s) and the fixed price have been brought to his knowledge.

14.6 In case of approval for transfer in the sense of Article 14.1 or Article 14.3 the alienator shall be authorised to transfer all Preference Shares, to which his request referred, to the acquirer named in the request for a period of three months after this approval, provided that if a price fixing as referred to in Article 14.4 has been effected and the alienator and the acquirer named in the request agree then upon a lower price than set on the basis of Article 14.4, the alienator should inform the Company about this within one month after which the Board may yet designate one or more prospective buyers who are able and prepared to purchase all the Preference Shares to which the request referred against cash payment at that lower price.

The alienator will also have the right to refrain from the transfer, provided he notifies the Board about this in writing within one month after he has been informed about the name of the prospective buyer(s).

Article 15.Usufruct. Pledge.

15.1 The Shareholder shall have the right to vote on Shares subject to a usufruct or pledge. However, the usufructuary or the pledgee shall have the right to vote if so determined upon the establishment of the usufruct or

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pledge. A Shareholder without the right to vote and a usufructuary or a pledgee with the right to vote shall have the rights conferred by law upon the Holders of Depositary Receipts issued for Shares with the cooperation of a company. A usufructuary or pledgee without the right to vote shall not have the rights referred to in the preceding sentence.

15.2 The Shareholder shall have the rights attached to the Share on which a usufruct has been established with respect to the acquisition of Shares, provided that he shall compensate the usufructuary for the value of these rights to the extent that the latter is entitled thereto under his right of usufruct.

15.3 Preference Shares can not be pledged.

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CHAPTER 7. THE BOARD. ALLOCATION OF DUTIES. REMUNERATION. REPRESENTATION.

Article 16.The Board.

16.1 The management of the Company shall be conducted by the Board.

16.2 The Board shall consist of one or more Executive Directors and Non-Executive Directors.

16.3 Only natural persons can be Non-Executive Directors.

16.4 The Board shall determine the number of Executive Directors and the number of Non-Executive Directors. Pending one or more vacancies, the Board remains properly constituted.

16.5 The Board may appoint one of the Executive Directors as Chief Executive Officer (CEO) for such period as the Board may decide.

16.6 The Executive Directors and Non-Executive Directors shall be appointed by the General Meeting from a binding nomination of at least one person, or such higher number of persons as required by law for the nomination to have binding effect, for each vacancy, to be drawn up by the Board.

16.7 If the Board should fail to draw up a list of nominees within three months after the vacancy has occurred, the General Meeting may appoint a member of the Board at its own discretion. A list of nominees drawn up in time by the Board shall be binding. However, the General Meeting may at all times deprive the list of nominees of its binding character by a resolution adopted with a majority of not less than two thirds of the votes cast, representing more than half of the issued capital.

16.8 The General Meeting may at any time remove or suspend any member of the Board. The resolution referred to in the preceding sentence shall state the reasons therefor. A resolution of the General Meeting to suspend or dismiss a Board member other than on the proposal of the Board, may only be adopted with a majority of two thirds of the votes cast, representing more than half of the issued capital.

16.9 Any suspension may be extended one or more times, but may not last longer than six months in the aggregate. If, at the end of that period, no decision has been taken on termination of the suspension or on dismissal, the suspension shall end.

16.10 The approval of the General Meeting will be required for resolutions of the Board relating to a major change to the identity or the nature of the Company or the enterprise, including in any case:

(a) transfer of the enterprise or almost the entire enterprise to a third party;

(b) entering into or termination of a long-lasting cooperation between the Company or a Subsidiary with another legal entity or company or as fully liable partner of a general or limited partnership, if this cooperation or termination is of far-reaching consequence to the Company; and/or

(c) acquisition or divestment of a participation in the capital of a company with a value of at least one-third of the amount of the assets reflected in the balance sheet and explanatory notes or, if the Company prepares a consolidated balance sheet, reflected in the consolidated balance sheet and explanatory notes, according to the lastly adopted annual accounts of the Company, by it or a Subsidiary.

16.11 The approval of the General Meeting will be required for the Board to enter into discussions with an Interested Shareholder regarding entering into a Business Combinations between the Company and an Interested Shareholder provided that such a resolution of the General Meeting shall

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be adopted with a majority of the votes cast in favour, representing at least two-third of the issued and outstanding Ordinary Shares other than the Shares owned by the Interested Shareholder.

16.12 Article 16.11 shall not apply if:

(i) a majority of the members of the Board approved either the Business Combination or the transaction that resulted in the shareholder becoming an Interested Shareholder, and those members of the Board were appointed as members of the Board prior to the transaction that resulted in the shareholder becoming an Interested Shareholder; or

(ii) upon completion of the transaction that resulted in the shareholder becoming an Interested Shareholder, the Interested Shareholder owned a number of Shares representing at least eighty-five per cent (85%) of the issued and outstanding Shares when the transaction was commenced, whereby the Shares owned by the Directors and officers of the Company are not taken into account in calculating this percentage.

16.13 The absence of an approval of the General Meeting as prescribed by this Article 16 of a resolution of the Board will not affect the representative authority of the Board or its members.

Article 17.Allocation of Duties; Passing of Resolutions.

17.1 The Board shall be entrusted with the management of the Company and shall for such purpose have all the powers within the limits of the law that are not granted by these Articles of Association to others.

17.2 The Board may entrust the Executive Directors with the operational management of the Company and the business enterprise connected therewith. The Board may entrust the Executive Directors furthermore with the preparation of the decision making process of the Board and the implementation of the decisions taken by the Board to the extent that the Board has not instructed a committee to do so or has not decided otherwise.

17.3 The Chief Executive Officer shall determine which duties regarding the operational management of the Company and the business enterprises connected therewith will be carried out under his responsibility by one or more other Executive Directors, officers of the Company or by one or more other persons.

17.4 The Non-Executive Directors shall supervise the policy and the fulfilment of duties of the Chief Executive Officer or of the Executive Directors, respectively, and the general affairs of the Company and they shall be furthermore entrusted with such duties as are and shall be determined by or pursuant to these Articles of Association.

17.5 Timely the chairman of the Board (as stated below) shall procure that the Non-Executive Directors will be provided with all information which is required for the exercise of their duties.

Article 18.Chairman of the Board

18.1 The Board shall appoint one of its Non-Executive Directors to be its chairman for such period as the Board may decide.

18.2 The Board may appoint one or more of its Non-Executive Directors as vice-chairman of the Board for such period as the Board may decide. If the chairman is absent or unwilling to take the chair, a vice-chairman shall be

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entrusted with such of the duties of the chairman entrusted to him by these Articles of Association as the Board may decide.

18.3 If no chairman has been appointed or if the chairman is absent or unwilling to take the chair, a meeting of the Board shall be presided over by a vice-chairman or in the event of his absence or unwillingness to take the chair, by a member of the Board or another person present designated for such purpose by the meeting.

Article 19.Meetings of the Board. Board Regulations.

19.1 Meetings of the Board may be called at any time, either by one or more members of the Board or, on his or their instructions, by a Secretary.

19.2 The Secretaries may attend the meetings of the Board. The Board may decide to permit others to attend a meeting as well.

19.3 With due observance of these Articles of Association, the Board may adopt one or more sets of Board regulations dealing with such matters as its internal organisation, the manner in which decisions are taken, the composition, the duties and organisation of committees and any other matters concerning the Board, the Chief Executive Officer (if appointed), the Executive Directors and the committees established by the Board.

19.4 Regulations dealing with matters concerning General Meetings will be placed on the Company’s website.

Article 20.Representation.

20.1 The Board shall represent the Company. The authority to represent the Company is also vested in the Chief Executive Officer (if appointed) as well as in two other Executive Directors when acting jointly.

20.2 The Non-Executive Directors have no power to represent the Company.

20.3 The Board may appoint officers with general or limited power to represent the Company. Each officer shall be competent to represent the Company, subject to the restrictions imposed on him. The Board shall determine each officer's title.

20.4 In the event of a conflict of interest between the Company and a member of the Board, the provisions of Article 20.1 hereof shall continue to apply unimpaired, provided that as long as Section 2:146 of the Dutch Civil Code grants this authority, the Shareholders’ Body shall be authorized to appoint one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict.

20.5 A document which persons, solely or jointly empowered to represent the Company in pursuance of Article 20.1 hereof, have signed as a certified true copy of or extract from the minutes of a General Meeting, of a meeting of holders of a class of shares or of a meeting of the Board shall as between the Company and third parties be proof of a valid resolution by such meetings in accordance with the contents of such copy or extract.

Article 21.Vacancy or Inability to Act.

If a seat is vacant on Board is vacant (ontstentenis) or a member of the Board is unable to perform his duties (belet), the remaining members or the remaining member of the Board shall be temporarily entrusted with the management of the Company. If all seats on the Board are vacant or all members of the Board or the sole member of the Board, as the case may be, are unable to perform their duties, the management of the Company shall be temporarily entrusted to one or more other persons.

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Article 22.Secretaries.

22.1 The Board may appoint one or more Secretaries from outside its members.

22.2 A Secretary shall have such powers as are assigned to him by these Articles of Association and, subject to these Articles of Association, by the Board on or after his appointment.

22.3 A Secretary may be removed from office at any time by the Board.

Article 23.Remuneration of Board Members.

23.1 The Company shall have a policy in respect of the remuneration of the Board. The policy shall be proposed by the Board and adopted by the General Meeting. The remuneration policy shall at least include the subjects referred to in Sections 2:383c through 2:383e of the Dutch Civil Code, to the extent they relate to the Board. The remuneration policy shall be presented to the works council (if any) for examination as referred to in Section 2:135 subsection 2 of the Dutch Civil Code, which shall be done in writing and simultaneously with the presentation to the General Meeting.

23.2 The remuneration of the Executive Directors shall be determined by the Board, with due observance to the policy referred to in Article 23.1.

23.3 Each of the Non-Executive Directors shall be paid a fee at such rate as may from time to time be determined by the Board provided that the aggregate of all fees so paid per annum to Non-Executive Directors shall not exceed the amount per annum decided by the General Meeting.

23.4 With regard to Share plans or rights to subscribe for Shares, the Board shall submit a proposal to the General Meeting for approval. Such proposal shall at least determine the number of Shares or rights to subscribe for Shares that may be awarded to the Board and what criteria apply to any award or change.

Article 24.Committees.

24.1 The Board may establish such permanent and/or ad hoc committees as it may deem necessary which committees may consist of one or more members of the Board or of other persons. The Board appoints the members of each committee and determines the tasks of each committee. The Board may at any time change the duties and the composition of each committee.

24.2 The Board shall in any case appoint from its members an audit committee, a compensation committee and a governance and nominating committee. The task of the committees is to prepare the decision-taking of the Board. The Board shall formulate regulations for each committee, indicating the task and responsibility of the committee concerned, its composition and in what manner the committee will exercise its task.

CHAPTER 8. INDEMNIFICATION.

Article 25.Indemnification. Limited liability

25.1 The Company shall, 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), indemnify any person who is or was (i) a director, (ii) appointed to the executive team or management team, designated by title as "officers" of the Company and/or appointed as a proxyholder (procuratiehouder), (iii) an employee or agent of the Company or a Group Company, or (iv) otherwise serving at the request of the Company as a member of the Board, executives or

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managers, proxyholder, officer, employee, trustee or agent of another Company, a partnership, joint venture, trust or other enterprise or entity (it being understood that any person serving in such capacity for any direct or indirect subsidiary of the Company shall be conclusively presumed to be serving at the request of the Company), and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a managing director or supervisory director or proxyholder, officer, employee or agent of the Company or a Group Company, or is or was serving at the request of the Company as an Executive Director, or as a Non-Executive Director or proxyholder, officer, employee, trustee or agent of another company, a partnership, joint venture, trust or other enterprise or entity, including with respect to employee benefit plans maintained or sponsored by the Company or for the benefit of its or any of its Group Companies’ employees or consultants (each an "Indemnitee"), against any and all liabilities including all expenses (including, without limitation, attorneys’ fees, any expenses resulting from an appeal and any taxes imposed as a result of any indemnification payments), judgements, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or outside of his mandate.

The termination of any action, suit or proceeding by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, adversely affect the right of indemnification or create a presumption that the person did not act in good faith and not in a manner which he reasonably could believe to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

25.2 No indemnification pursuant to Article 25.1 shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or wilful misconduct in the performance of his duty to the Company, unless and only to the extent that the court in which such action or proceeding was brought or any other court having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court in which such action or proceeding was brought or such other court having appropriate jurisdiction shall deem proper.

25.3 Expenses (including, without limitation, attorneys’ fees, any expenses resulting from an appeal and any taxes imposed as a result of any indemnification payments) incurred by an Indemnitee in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of an Indemnitee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Article.

Such expenses incurred by Indemnitees may be so advanced upon such terms and conditions as the Board decides.

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25.4 The indemnification provided for by this Article shall not be deemed exclusive of any other right to which a person seeking indemnification or advancement of expenses may be entitled under the laws of the Netherlands as from time to time amended or under any by-laws, agreement, resolution of the General Meeting or of the disinterested members of the Board or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such position, and shall continue as to a person who has ceased to be a director or proxyholder, officer, employee, trustee or agent and shall also inure to the benefit of the heirs, executors, administrators and the estate of such a person.

The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any Indemnitee to the fullest extent permitted by applicable law with respect to the indemnification and advancement of expenses of Indemnitees.

25.5 The Company may purchase and maintain insurance on behalf of any Indemnitee, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Article.

25.6 Whenever in this Article reference is made to the Company, this shall include, in addition to the resulting or surviving Company also any constituent Company (including any constituent Company of a constituent Company) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power to indemnify its members of the Board, proxyholders, officers, employees and agents, so that any person who is or was a member of the Board, proxyholder, officer, employee or agent of such constituent company, or is or was serving at the request of such constituent Company as a member of the Board, proxyholder, officer, employee, trustee or agent of another company, partnership, joint venture, trust or other entity, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.

25.7 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), no person shall be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a member of the Board, provided, however that to the extent required by applicable law, the foregoing shall not eliminate or limit the liability of a member of the Board (1) for any breach of such individual’s duty of loyalty to the Company or its shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for any transaction from which the member of the Board derived an improper personal benefit or (4) for personal liability which is imposed by Dutch law, as from time to time amended.

25.8 No amendment, repeat or modification of this Article shall adversely affect any right or protection of any person entitled to indemnification or advancement of expenses under this Article in respect of any action taken or omitted prior to such amendment, repeal or modification. To the extent that a change in the laws of the Netherlands, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under this Article, the Company shall provide the greater benefits so afforded by such change. In the event of any changes in any applicable law, statute, or rule which narrow the right of the Company to provide

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indemnification, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Article, shall have no effect on this Article or the Company's obligations hereunder.

CHAPTER 9. GENERAL MEETINGS

Article 26.Annual General Meeting. Extraordinary General Meetings.

26.1 Annually, at the latest in the month June, a General Meeting shall be held at which inter alia the following matters shall be dealt with:

(a) the annual report;

(b) adoption of the annual accounts;

(c) release of the members of the Board from liability;

(d) reservations and dividend policy;

(e) distribution of dividend;

(f) announcements on intended appointments of members of the Board;

(g) any other proposals brought up for discussion by the Board such as proposals to designate a body authorised to issue Shares and to authorise the Board to procure the Company's acquisition of Shares in its own capital;

(h) any topics proposed by Shareholders or Holders of Depositary Receipts with due observance to the provisions in the Articles of Association.

26.2 Extraordinary General Meetings shall be held whenever the Board deems such meetings to be necessary and convenes them.

26.3 Within three months of it becoming apparent to the Board that the equity of the Company has decreased to an amount equal to or lower than half of the paid-up and called-up part of the capital, a General Meeting shall be held to discuss any requisite measures.

Article 27.Convocation.

27.1 Shareholders and Holders of Depositary Receipts are sent a convening notice for the General Meeting by the Board.

27.2 The convening notice shall be sent with due observance to the terms prescribed by the provisions of law.

27.3 The convening notice shall specify (a) the topics to be discussed, (b) the location and the time of the meeting, (c) the procedure for attending a General Meeting by a written attorney, (d) the procedure for attending General Meetings, including the provisions of Article 31.8, and the exercise of voting rights by any means of electronic communication in the event this right can be exercised pursuant to Article 31.6, and if relevant conditions determined for the use of electronic communication means, as well as (e) the address of the web site.

No valid resolutions can be made with regard to topics in respect of which the provisions in this Article 27.3 above have not been met and the discussion of which has not yet been announced in a similar manner and with due observance to the period set for convening.

27.4 Items, for which a written request for discussion has been filed with the Board, by one or more Shareholders and/or Holders of Depositary Receipts, who represent, alone or jointly, the threshold as referred to by law, will be included in the convening notice or will be announced in the same manner, provided that the Board has received the request accompanied with the reasons therefore in writing or the proposal for a

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resolution, no later than on the sixtieth day prior to that of the meeting and provided that no important interests of the Company dictate otherwise.

27.5 A Shareholder and/or Holder of Depositary Receipts shall exercise the right of filing a written request with the Board as referred to in Article 27.4 only after he consulted the Board about this. If one or more Shareholders and/or Holder of Depositary Receipts intend to request that an item be put on the agenda that may result in a change in the Company’s strategy, for example through the dismissal of one or more Board members, the Board shall be given the opportunity to stipulate a reasonable period in which to respond (Response Time). This shall also apply to an intention as referred to above for judicial leave to call a General Meeting pursuant to Section 2:110 of the Dutch Civil Code.

27.6 If the Board invokes a Response Time, such period may not exceed one hundred eighty (180) days from the moment the Board is informed by one or more Shareholders and/or Holders of Depositary Receipts of their intention to put an item on the agenda to the day of the General Meeting at which the item is to be dealt with. The Board shall use the Response Time for further deliberation and constructive consultation. The Response Time may be invoked only once for any given General Meeting and may not apply to an item in respect of which the Response Time has been previously invoked or meetings where a Shareholder holds at least three quarters of the issued capital as a consequence of a successful public bid. The Shareholder and/or Holder of Depositary Receipts shall respect the Response Time stipulated by the Board.

27.7 If a Shareholder and/or Holder of Depositary Receipts has arranged for an item to be put on the agenda, he shall explain this at the General Meeting and, if necessary, answer questions about it, unless he is not entitled to participate in the meeting pursuant to Article 27.9.

27.8 At the time one or more Shareholders and/or Holders of Depositary Receipts file a written request with the Board as referred to in Article 27.4, each Shareholder shall be required to notify the Company in writing whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Shareholder or any Shareholder Associated Person of such Shareholder with respect to any Ordinary Share.

27.9 If the Company becomes aware that a Shareholder has failed to comply with any obligation imposed by Article 27.8, the Company may demand, by means of a written notice, that the Shareholder complies with such obligation within a reasonable period of at most fourteen (14) days after the date of said notice as stipulated by the Company in such notice. For as long as the Shareholder has not complied with this obligation following said notice, such Shareholder shall not be entitled to exercise the voting rights or profit rights attached to his Shares, nor the right to participate in a General Meeting.

27.10 Without prejudice to Article 1.2, for the purpose of Article 27.9 the reference to "written" also includes the posting of a notice on the Company's website to the relevant Shareholder, also if the address of the relevant Shareholder is known to the Company.

27.11 All announcements for General Meetings, all notifications concerning dividend and other payments and all other communications to

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Shareholders and Holders of Depositary Receipts shall take place by a notice made by electronic means, which shall be accessible directly and permanently up until the meeting, without prejudice to the provisions of Section 2:96a subsection 4 of the Dutch Civil Code.

Article 28.Venue.

The General Meetings shall be held in Almelo, Amsterdam, Enschede, Haarlemmermeer (Amsterdam Schiphol Airport), Rotterdam or in Utrecht.

Article 29.Chairmanship of a Meeting.

29.1 The General Meeting shall be presided over by the chairman of the Board who, however, even if present at the meeting, may appoint someone else to chair the meeting instead.

29.2 Without the chairman of the Board having appointed someone else to chair the meeting in his absence, the Board members present will appoint one of their members as chairman. In the absence of all Board members, the meeting itself shall appoint its chairman. The chairman shall appoint the secretary.

Article 30.Minutes.

30.1 Minutes of the meeting shall be taken, unless a notarial record is made of the proceedings at the meeting. The (draft) minutes shall be provided upon request to those present at the meeting no later than three months after the meeting, after which they have three month's time to respond to the report. Minutes shall be adopted, as is evidenced by the signatures of the chairman and the secretary of that meeting or adopted by a subsequent meeting. In the latter case, the adoption shall be evidenced by the signatures of the chairman and secretary of that subsequent meeting.

Based on the attendance list referred to in Article 31.3, the notarial record or minutes shall state the number of Shares represented in the meeting and the number of potential votes; the attendance list referred to in Article 31.3 is not part of the notarial record nor the minutes and will not be disclosed to the Shareholders or Holders of Depositary Receipts unless a Shareholder or a Holder of Depositary Receipts can prove that in viewing the list, he has a reasonable interest in the correct proceeding of the meeting in question.

After execution of the notarial deed of proceedings at the meeting or after adoption of the minutes by the chairman and the secretary of that meeting, copies of the notarial record or the minutes shall be available for inspection by the Shareholders and Holders of Depositary Receipts at the offices of the Company.

30.2 The chairman of the meeting or every member of the Board can, at any time, order the preparation of a notarial record at the Company's expense.

30.3 All matters concerning admission to the General Meeting, exercising the voting rights and the results of the votes, as well as all other matters related to the meeting proceedings are decided by the chairman of the meeting in question, without prejudice to the provisions in Section 2:13 subsection 4 of the Dutch Civil Code.

30.4 The chairman of the meeting in question is authorised to admit persons to the meeting other than Shareholders, Holders of Depositary Receipts and their representatives.

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Article 31.Rights at Meetings.

31.1 Each Shareholder entitled to vote and each usufructuary and pledgee to whom the right to vote accrues, shall be authorised to attend the General Meeting, to address the meeting and to exercise his voting right. Each Shareholder who is not entitled to vote and each Holder of Depositary Receipts is authorised to attend the General Meeting and to address the meeting, but not to vote. Furthermore, the Auditors as referred to in Article 36 are authorised to attend the General Meeting and to address the meeting.

31.2 Those entitled to attend the meeting may be represented at a meeting by a proxy authorised in writing.

31.3 Before being admitted to a meeting, a Shareholder, a Holder of Depositary Receipts or his proxy must sign an attendance list, stating his name and the number of votes he may cast, if any. If it concerns the proxy of a Shareholder or a Holder of Depositary Receipts, the name (names) of the person(s) on behalf of whom the proxy is acting shall also be given. The names of the persons who, pursuant to Article 31.6, participate in the meeting or have voted in the manner referred to in Article 32.3 shall be added to the attendance list.

31.4 Holders of Ordinary Shares must inform the Board in writing of their intention to attend the meeting. This information must be received by the Board at the latest on the date to be announced in the convening notice. Also a proxy granted pursuant to Article 31.3 must be received at the latest on the date to be announced in the convening notice. This date can be no earlier than the seventh day before the date of the meeting.

31.5 The Board decides, with due observation of the provisions of the law to schedule a record date for a General Meeting for purposes of determining which Shareholders are entitled to attend the General Meeting. The voting rights and the right to attend the meeting shall accrue to those holding such entitlements, and registered as such in a register designated for that purpose by the Board, on this record date, irrespective of to whom these rights accrue at the time of the General Meeting.

The record date scheduled shall be specified in the notice of the meeting together with the manner in which persons with voting rights and the right to attend the meeting can register and exercise their rights. The provisions of Articles 31.1 and 31.2 shall apply by analogy.

31.6 The Board may decide that the right to attend the meeting referred to in Article 31.1 can be exercised by using any electronic means of communication. To do so, it must always be possible that the person entitled to attend the meeting can be identified through the electronic means of communication, that he must be able to directly follow the discussions at the meeting and that he can exercise his right to vote, if he is entitled to do so. Moreover, the Board may also decide that the person entitled to attend the meeting can participate in the discussion via the electronic means of communication.

31.7 The Board may give further requirements with respect to the use of the electronic means of communication as referred to in Article 31.6. These requirements shall be announced in the convening notice.

31.8 The convening notice will state the requirements for admission to the meeting as described above in this Article 31.

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Article 32.Voting Rights.

32.1 In the General Meeting, each Share confers the right to cast one (1) vote.

32.2 Blank votes and invalid votes are deemed not to have been cast.

32.3 The Board may, in the event that it makes use of the authority referred to in Article 31.6, decide that votes that are cast before the General Meeting via electronic means of communication are the equivalent of votes that are cast during the meeting. These votes cannot be cast before the record date announced in the convening notice as referred to in Article 31.5. Without prejudice to the other provisions in Article 31, the convening notice announces the manner in which those entitled to vote and attend the meeting can exercise their rights prior to the meeting.

Article 33.Voting.

33.1 Resolutions shall be passed by an absolute majority of the votes cast, unless the law or these Articles of Association explicitly prescribe a larger majority.

33.2 The chairman shall determine the method of voting, it being understood that, if any of the persons entitled to vote so desires, voting on appointing, suspending and dismissing persons will be done electronically, or if an electronic system is lacking, by sealed, unsigned ballot.

33.3 If a majority of the votes cast is not obtained in an election of a person, a second free vote shall be taken.

33.4 If again no absolute majority of the votes cast is reached, another vote shall be held to decide between the two persons who received the most votes in the second free vote.

If two or more persons have received the same number of votes and therefore more than two persons are eligible for the revote, an interim vote shall be held between the person who received the highest number of votes in the second free vote - and did so after the person who received the highest number of votes - and the person who received the second-highest number of votes.

Should an interim vote or revote fail to lead to a decision because of a tie in voting, then no decision shall be taken.

33.5 In the event of a tie in voting on topics other than the election of persons, the proposal shall be rejected.

33.6 The members of the Board have as such an advisory role in the General Meeting.

33.7 Resolutions may also be passed in writing without holding a meeting, provided they are adopted by the unanimous vote of all relevant Shareholders entitled to vote.

CHAPTER 10. MEETINGS OF HOLDERS OF PREFERENCE SHARES

Article 34.Meetings of holders of Preference Shares.

34.1 Meetings of holders of Preference Shares shall be held whenever a resolution oif a meeting of holders of Preference Shares should be necessary according to these Articles of Association.

34.2 The Articles 28 through 33 shall apply by analogy to the resolutions of the meetings of holders of Preference Shares, provided that the meeting itself provide for its chairmanship.

34.3 In deviation of the provisions of Article 27.5 notices of meetings of holders of Preference Shares may be sent to the addresses of the Shareholders concerned shown in the register of Shareholders. However, if a Shareholder has provided the Company with another address for the

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purpose of receiving such notice, the notice may alternatively be sent to such other address.

34.4 Holders of Preference Shares may adopt resolutions of the Meetings of Preference Shares in writing without holding a meeting, provided they are adopted by the unanimous vote of all relevant Shareholders entitled to vote.

CHAPTER 11. FINANCIAL YEAR AND ANNUAL ACCOUNTS.

Article 35.Financial Year and Annual Accounts.

35.1 The Company's financial year shall coincide with the calendar year.

35.2 Annually, within four months after the end of the financial year, the Board shall prepare annual accounts.

35.3 The annual accounts shall be signed by the members of the Board, if the signature of one or more of them is missing, this shall be stated and reasons of this omission shall be given.

35.4 The annual accounts and the annual report shall furthermore be subject to the provisions of Book 2, Title 9 of the Dutch Civil Code.

35.5 The Company shall ensure that the annual accounts, the annual report and other information to be added pursuant to Section 2:392 subsection 1 of the Dutch Civil Code and by virtue of the law are present at the offices of the Company, as from the day the General Meeting is convened until the day of the General Meeting in which they will be discussed.

The Shareholders and Holders of Depositary Receipts may inspect those documents there and obtain a copy free of charge.

35.6 At the General Meeting at which it is resolved to adopt the annual accounts, a proposal concerning release of the members of the Board from liability for the management pursued, insofar as the exercise of their duties is reflected in the annual accounts or otherwise disclosed to the General Meeting prior to the adoption of the annual accounts, shall be brought up separately for discussion.

Article 36.Auditor.

36.1 The General Meeting or, if it fails to do so, the Board, shall instruct an Auditor to audit the annual accounts drawn up by the Board in accordance with the provisions of Section 2:393 subsection 3 of the Dutch Civil Code.

36.2 The Auditor shall report to the Board with regard to his audit and present the result of his audit in an opinion.

The General Meeting and the party that granted the assignment to an Auditor can withdraw the assignment at any time. The provisions of Section 2:393 subsection 2 of the Dutch Civil Code shall also apply to the withdrawal of an assignment to an Auditor.

36.3 The Board may grant assignments to the Auditor referred to in Article 36.1 or another Auditor at the Company's expense.

Article 37.Profit and Distributions.

37.1 From the profit as shown in the profit and loss account for the most recently ended financial year, at first a distribution shall be made, where possible, on the Preference Shares of a percentage equal to the average one monthly EURIBOR (EURO Interbank Offered Rate) - weighted to reflect the number of days for which the payment is made - plus a premium, to be determined by the Board, of at least one percentage point and at most four percentage points, depending on the prevailing market conditions. The

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dividend shall be calculated over the proportionate period of time if the relevant Preference Shares were issued in the course of the financial year.

If and insofar as the profit is not sufficient to fully make the aforementioned distribution, the deficit shall be distributed to the charge of the freely distributable reserves.

The dividend on the Preference Shares shall be calculated on the paid up part of the nominal amount. No further distributions shall be made on the Preference Shares than provisioned in this Article 37 and in Article 40.

37.2 Out of the profit that has not been distributed in accordance with the provisions of the Article 37.1, such reservations will be made as the Board will determine.

37.3 The profit that remains after application of the Articles 37.1 and 37.2 shall be at the disposal of the General Meeting provided that no further distributions will be made on the Preference Shares.

37.4 Profit will be distributed after adoption of the annual accounts from which it appears that it is permitted.

37.5 The Board may resolve to distribute an interim dividend on Ordinary Shares and/or Preference Shares.

37.6 The General Meeting may, but only pursuant to a proposal of the Board, resolve to distribute at the expense of a distributable reserve.

37.7 Distributions on Shares may only occur to a maximum of the amount of the Distributable Equity and, if an interim distribution is concerned, this requirement is met as appears from an interim statement of assets and liabilities as referred to in Section 2:105 subsection 4 of the Dutch Civil Code. The Company shall file the statement of assets and liabilities at the office of the Commercial Register within eight days after the day the distribution is divulged.

37.8 The General Meeting may, but only pursuant to a proposal of the Board, resolve that a distribution on Ordinary Shares shall take place, in whole or in part, not in money but in Shares in the Company.

Article 38.Release for Payment. Entitlement.

38.1 Dividends and other distributions shall be made payable within four weeks after adoption, unless the General Meeting determines another date at the proposal of the Board. Different payment release dates may be designated for the Ordinary Shares and the Preference Shares.

38.2 A claim of a Shareholder for payment of a distribution shall be barred after five years have elapsed after the day of payment.

CHAPTER 12.     AMENDMENT OF THE ARTICLES OF ASSOCIATION. MERGER. DEMERGER. DISSOLUTION.

Article 39.Amendment of the Articles of Association. Merger. Demerger and Dissolution.

39.1 A resolution to amend the Articles of Association, to merge or to demerge within the meaning of Title 7, Book 2 of the Dutch Civil Code or to dissolve the Company can only be passed by the General Meeting on proposal of the Board.

39.2 When a proposal to amend the Articles of Association or to dissolve the Company is to be made to the General Meeting, the notice convening the General Meeting must state so and, at the same time, if it concerns an amendment of the Articles of Association, a copy of the proposal including the verbatim text thereof, shall be deposited and kept available at the Company's office, for inspection by the Shareholders and holders of a

24

usufruct or pledge with voting rights for their inspection and free of charge, until the conclusion of the meeting.

Article 40. Liquidation.

40.1 In case of dissolution of the Company by virtue of a resolution of the General Meeting, the Board will be charged with the liquidation of the Company's affairs without prejudice to the provisions of Section 2:23 subsection 2 of the Dutch Civil Code.

40.2 During the liquidation process the provisions of the Articles of Association shall as far as possible remain in force.

40.3 From the balance of the Company's assets after payment of all debts and the costs of the liquidation shall be distributed first, to the extent possible, to the holders of Preference Shares, the amount paid on their Preference Shares, increased with a percentage equal to the percentage referred to in Article 36.1, calculated over each year or part of a year of the period commencing on the first day following the period over which the last dividend on the Preference Shares was paid and ending on the day of the distribution on Preference Shares referred to in this Article.

Whatever then remains shall be distributed to the holders of Ordinary Shares. All distributions shall be made in proportion to the number of Shares of the class concerned held by the Shareholders.

40.4 The liquidators are authorised, if the statement of assets indicates there is reason to do so, to make distributions in advance.

40.5 After liquidation, the Company's books and documents shall remain in the possession of the person designated for this purpose by the General Meeting for the period prescribed by law.

Article 41. Transitory Provision.

The provision of Article 4.1 of these Articles of Association shall only come into effect if and as soon as the Commercial Register has been notified of an issuance of new Ordinary Shares pursuant to a resolution to that effect of such number of Ordinary Shares that the entire issued and outstanding Share capital of the Company shall be at least one million six hundred thousand euro (EUR 1,600,000) under the condition precedent that the Commercial Register is notified of such issuance.

Until such notification takes place, Article 4.1 of these Articles of Association shall read as follows:

"4.1 The authorised capital amounts to seven million euro (EUR 7,000,000), divided into:

(a) three hundred fifty million (350,000,000) Ordinary Shares of one euro cent (EUR 0.01) each; and

(b) three hundred fifty million (350,000,000) Preference Shares of one euro cent (EUR 0.01) each."

* * *

EX-31.1

Exhibit 31.1

Certification

I, Martha Sullivan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sensata Technologies Holding N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 24, 2017

/s/    Martha Sullivan

Martha Sullivan

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Paul Vasington, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sensata Technologies Holding N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 24, 2017

/s/    Paul Vasington

Paul Vasington

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Sensata Technologies Holding N.V. (the “Company”) for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned chief executive officer and chief financial officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/    Martha Sullivan
	Martha Sullivan President and Chief Executive Officer
Date:	October 24, 2017
	/s/    Paul Vasington
	Paul Vasington Executive Vice President and Chief Financial Officer
Date:	October 24, 2017

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 13, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	Sensata Technologies Holding N.V.
Entity Central Index Key	0001477294
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		171,296,417

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 612,972	$ 351,428
Accounts receivable, net of allowances of $12,561 and $11,811 as of September 30, 2017 and December 31, 2016, respectively	569,881	500,211
Inventories	447,486	389,844
Prepaid expenses and other current assets	100,935	100,002
Total current assets	1,731,274	1,341,485
Property, plant and equipment, net	735,924	724,046
Goodwill	3,005,464	3,005,464
Other intangible assets, net of accumulated amortization of $1,727,644 and $1,607,269 as of September 30, 2017 and December 31, 2016, respectively	958,972	1,075,431
Deferred income tax assets	26,678	20,695
Other assets	79,625	73,855
Total assets	6,537,937	6,240,976
Current liabilities:
Current portion of long-term debt, capital lease and other financing obligations	13,176	14,643
Accounts payable	324,119	299,198
Income taxes payable	27,031	23,889
Accrued expenses and other current liabilities	263,611	245,566
Total current liabilities	627,937	583,296
Deferred income tax liabilities	404,575	392,628
Pension and other post-retirement benefit obligations	36,192	34,878
Capital lease and other financing obligations, less current portion	29,990	32,369
Long-term debt, net	3,224,684	3,226,582
Other long-term liabilities	32,034	29,216
Total liabilities	4,355,412	4,298,969
Commitments and contingencies (Note 10)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued	2,289	2,289
Treasury shares, at cost, 7,140 and 7,557 shares as of September 30, 2017 and December 31, 2016, respectively	(290,894)	(306,505)
Additional paid-in capital	1,658,574	1,643,449
Retained earnings	862,954	636,841
Accumulated other comprehensive loss	(50,398)	(34,067)
Total shareholders’ equity	2,182,525	1,942,007
Total liabilities and shareholders’ equity	$ 6,537,937	$ 6,240,976

XML

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Sep. 30, 2017 € / shares	Sep. 30, 2017 USD ($) shares	Dec. 31, 2016 € / shares	Dec. 31, 2016 USD ($) shares
Current assets:
Accounts receivable, allowances | $		$ 12,561		$ 11,811
Accumulated amortization | $		$ 1,727,644		$ 1,607,269
Shareholders’ equity:
Ordinary shares, nominal value per share (in euros per share) | € / shares	€ 0.01		€ 0.01
Ordinary shares, shares authorized		400,000,000		400,000,000
Ordinary shares, shares issued		178,437,000		178,437,000
Treasury stock, shares		7,140,000		7,557,000

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net revenue	$ 819,054	$ 789,798	$ 2,466,199	$ 2,413,892
Operating costs and expenses:
Cost of revenue	527,432	508,944	1,601,190	1,574,763
Research and development	34,002	31,601	97,032	95,240
Selling, general and administrative	75,972	75,046	227,256	224,637
Amortization of intangible assets	40,317	50,562	121,578	151,572
Restructuring and special charges	1,329	837	18,768	3,167
Total operating costs and expenses	679,052	666,990	2,065,824	2,049,379
Profit from operations	140,002	122,808	400,375	364,513
Interest expense, net	(40,263)	(41,176)	(120,578)	(125,201)
Other, net	3,112	(726)	7,190	4,892
Income before taxes	102,851	80,906	286,987	244,204
Provision for income taxes	14,816	11,121	47,759	48,297
Net income	$ 88,035	$ 69,785	$ 239,228	$ 195,907
Basic net income per share (in dollars per share)	$ 0.51	$ 0.41	$ 1.40	$ 1.15
Diluted net income per share (in dollars per share)	$ 0.51	$ 0.41	$ 1.39	$ 1.14

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]
Net income	$ 88,035	$ 69,785	$ 239,228	$ 195,907
Other comprehensive loss, net of tax:
Deferred loss on derivative instruments, net of reclassifications	(6,784)	(8,485)	(17,820)	(25,010)
Defined benefit and retiree healthcare plans	274	24	1,489	291
Other comprehensive loss	(6,510)	(8,461)	(16,331)	(24,719)
Comprehensive income	$ 81,525	$ 61,324	$ 222,897	$ 171,188

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 239,228	$ 195,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	82,014	77,649
Amortization of deferred financing costs and original issue discounts	5,528	5,501
Gain on sale of assets	(1,180)	0
Share-based compensation	15,106	13,279
Amortization of inventory step-up to fair value	0	2,319
Amortization of intangible assets	121,578	151,572
Deferred income taxes	11,836	15,706
Unrealized loss on hedges and other non-cash items	5,844	660
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	(69,670)	(65,373)
Inventories	(58,476)	(20,624)
Prepaid expenses and other current assets	(19,251)	2,320
Accounts payable and accrued expenses	40,144	33,371
Income taxes payable	3,142	(6,361)
Other	(3,564)	(9,575)
Net cash provided by operating activities	372,279	396,351
Cash flows from investing activities:
Acquisition of CST, net of cash received	0	4,688
Additions to property, plant and equipment and capitalized software	(103,536)	(94,584)
Investment in equity securities	0	(50,000)
Proceeds from the sale of assets	8,862	751
Other	(3,000)	0
Net cash used in investing activities	(97,674)	(139,145)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	5,332	3,306
Payments on debt	(14,459)	(297,698)
Payments to repurchase ordinary shares	(2,817)	(4,672)
Payments of debt issuance costs	(137)	(518)
Other	(980)	0
Net cash used in financing activities	(13,061)	(299,582)
Net change in cash and cash equivalents	261,544	(42,376)
Cash and cash equivalents, beginning of period	351,428	342,263
Cash and cash equivalents, end of period	$ 612,972	$ 299,887

XML

Business Description and Basis of Presentation

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description and Basis of Presentation

Business Description and Basis of Presentation

Description of Business

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, and cash flows of Sensata Technologies Holding N.V. ("Sensata N.V.") and its wholly-owned subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

Sensata N.V. is incorporated under the laws of the Netherlands and conducts its operations through subsidiary companies that operate business and product development centers primarily in the United States (the "U.S."), the Netherlands, Belgium, China, Germany, Japan, South Korea, and the United Kingdom (the "U.K."); and manufacturing operations primarily in China, Malaysia, Mexico, Bulgaria, France, Germany, the U.K., and the U.S. We organize our operations into two businesses, Performance Sensing and Sensing Solutions.

On September 28, 2017, the board of directors of Sensata N.V. unanimously approved a plan to change our parent company’s location of incorporation from the Netherlands to the U.K. To effect this change, the shareholders of Sensata N.V. will be asked to approve a cross-border merger between Sensata N.V. and Sensata Technologies Holding plc (“Sensata U.K.”), a newly formed, public limited company incorporated under the laws of England and Wales, with Sensata U.K. being the surviving entity (the “Merger”). If approved by our shareholders, we would expect to complete the Merger during the first quarter of 2018, which would result in Sensata U.K. becoming the publicly-traded parent of the subsidiary companies that are currently controlled by Sensata N.V.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2016 necessarily representative of those actually experienced for the full year 2016. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.

All intercompany balances and transactions have been eliminated.

All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

Certain reclassifications have been made to prior periods to conform to current period presentation.

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New Accounting Standards

9 Months Ended

Sep. 30, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which creates one Accounting Standards Codification ("ASC") Topic (FASB ASC 606, Revenue from Contracts with Customers) that replaces the current guidance found in FASB ASC 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASU No. 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FASB ASU No. 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity.

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, which defers the effective date of FASB ASU No. 2014-09 by one year. FASB ASU No. 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our financial position and results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of FASB ASU No. 2014-09 will have a material impact on our financial position or results of operations. However, we will continue to evaluate this assessment through the remainder of 2017. In addition, the adoption of FASB ASU No. 2014-09 requires new disclosures related to revenue recognition, which we are continuing to evaluate. We intend to adopt FASB ASU No. 2014-09 on January 1, 2018 using the modified retrospective transition method.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2016, we were contractually obligated to make future payments of $69.8 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02, and have not yet determined its impact on our consolidated financial statements, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02. FASB ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. We are still evaluating the impact that this guidance will have on our consolidated financial statements, and we have not yet determined whether we will early adopt FASB ASU No. 2017-12.

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Inventories

9 Months Ended

Sep. 30, 2017

Inventory Disclosure [Abstract]

Inventories

Inventories

The components of inventories as of September 30, 2017 and December 31, 2016 were as follows:

	September 30, 2017		December 31, 2016
Finished goods	$	191,165	$	169,304
Work-in-process	91,569		74,810
Raw materials	164,752		145,730
Inventories	$	447,486	$	389,844

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Shareholders' Equity

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Treasury Shares

Ordinary shares repurchased by us are recorded at cost, as treasury shares, and result in a reduction of shareholders' equity. We reissue treasury shares as part of our share-based compensation programs. The cost of reissued shares is determined using the first-in, first-out method. During the nine months ended September 30, 2017, we reissued 0.5 million treasury shares, and as a result, we recognized a reduction in Retained earnings of $13.1 million.

Accumulated Other Comprehensive Loss

The following is a roll forward of the components of Accumulated other comprehensive loss for the nine months ended September 30, 2017:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance as of December 31, 2016	$	23		$	(34,090	)	$	(34,067	)
Other comprehensive loss before reclassifications, net of tax	(25,078		)	—			(25,078		)
Amounts reclassified from accumulated other comprehensive loss, net of tax	7,258			1,489			8,747
Net current period other comprehensive (loss)/income	(17,820		)	1,489			(16,331		)
Balance as of September 30, 2017	$	(17,797	)	$	(32,601	)	$	(50,398	)

The details of the amounts reclassified from Accumulated other comprehensive loss for the three and nine months ended September 30, 2017 and 2016 are as follows:

	Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss												Affected Line in Condensed Consolidated Statements of Operations
	For the three months ended						For the nine months ended
Component	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Derivative instruments designated and qualifying as cash flow hedges
Foreign currency forward contracts	$	4,075		$	(2,771	)	$	(3,678	)	$	(15,075	)	Net revenue (1)
Foreign currency forward contracts	1,953			4,834			13,356			14,857			Cost of revenue (1)
Total, before taxes	6,028			2,063			9,678			(218		)	Income before taxes
Income tax effect	(1,507		)	(514		)	(2,420		)	55			Provision for income taxes
Total, net of taxes	$	4,521		$	1,549		$	7,258		$	(163	)	Net income
Defined benefit and retiree healthcare plans	$	297		$	(5	)	$	1,557		$	324		Various (2)
Income tax effect	(23		)	29			(68		)	(33		)	Provision for income taxes
Total, net of taxes	$	274		$	24		$	1,489		$	291		Net income

(1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss.

(2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, and Selling, general and administrative ("SG&A") expense line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.

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Restructuring and Special Charges

9 Months Ended

Sep. 30, 2017

Restructuring and Related Activities [Abstract]

Restructuring and Special Charges

Restructuring and Special Charges

Restructuring and special charges for the three and nine months ended September 30, 2017 were $1.3 million and $18.8 million, respectively, which related primarily to the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST"), facility exit costs related to a limited number of other line moves and exit activities, and severance costs related to the termination of a limited number of employees. Charges related to the closing of our facility in Minden, Germany for the three and nine months ended September 30, 2017 consisted of (i) severance charges of $0.0 million and $8.4 million, respectively, and (ii) facility exit costs of $1.3 million and $2.4 million, respectively.

Restructuring and special charges for the three and nine months ended September 30, 2016 were $0.8 million and $3.2 million, respectively, which consisted primarily of facility exit costs related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico, and severance charges recorded in connection with acquired businesses and the termination of a limited number of employees. We completed the cessation of manufacturing in our Dominican Republic facility in the third quarter of 2016.

Changes to the severance portion of our restructuring liability during the nine months ended September 30, 2017 were as follows:

	Severance
Balance at December 31, 2016	$	17,350
Charges, net of reversals	11,747
Payments	(20,072		)
Impact of changes in foreign currency exchange rates	1,529
Balance at September 30, 2017	$	10,554

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Debt

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt

Debt

Our long-term debt and capital lease and other financing obligations as of September 30, 2017 and December 31, 2016 consisted of the following:

	Maturity Date	September 30, 2017			December 31, 2016
Term Loan	October 14, 2021	$	927,794		$	937,794
4.875% Senior Notes	October 15, 2023	500,000			500,000
5.625% Senior Notes	November 1, 2024	400,000			400,000
5.0% Senior Notes	October 1, 2025	700,000			700,000
6.25% Senior Notes	February 15, 2026	750,000			750,000
Less: discount		(15,812		)	(17,655		)
Less: deferred financing costs		(29,971		)	(33,656		)
Less: current portion		(7,327		)	(9,901		)
Long-term debt, net		$	3,224,684		$	3,226,582
Capital lease and other financing obligations		$	35,839		$	37,111
Less: current portion		(5,849		)	(4,742		)
Capital lease and other financing obligations, less current portion		$	29,990		$	32,369

As of September 30, 2017, there was $415.3 million of availability under our $420.0 million revolving credit facility, net of $4.7 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2017, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 2017 and 2018.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of Accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2017 and December 31, 2016, accrued interest totaled $45.7 million and $36.8 million, respectively.

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

We recorded a Provision for income taxes for the three months ended September 30, 2017 and 2016 of $14.8 million and $11.1 million, respectively, and for the nine months ended September 30, 2017 and 2016 of $47.8 million and $48.3 million, respectively. The Provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily due to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses.

During the three and nine months ended September 30, 2016, we recognized a benefit from income taxes of $5.1 million and $3.7 million, respectively, related to the change in our U.S. valuation allowance associated with the acquisition of CST, for which deferred tax liabilities were established related primarily to the step-up of tangible assets for book purposes.

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Pension and Other Post-Retirement Benefits

9 Months Ended

Sep. 30, 2017

Retirement Benefits [Abstract]

Pension and Other Post-Retirement Benefits

Pension and Other Post-Retirement Benefits

We provide various pension and other post-retirement benefit plans for current and former employees, including defined benefit, defined contribution, and retiree healthcare benefit plans.

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2017 and 2016 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	21		$	25		$	661		$	697		$	682		$	722
Interest cost	385			332			80			94			273			298			738			724
Expected return on plan assets	(527		)	(659		)	—			—			(230		)	(249		)	(757		)	(908		)
Amortization of net loss	291			118			8			46			64			42			363			206
Amortization of prior service (credit)	—			—			(334		)	(334		)	(1		)	(18		)	(335		)	(352		)
Loss on settlement	269			140			—			—			—			1			269			141
Net periodic benefit cost/(credit)	$	418		$	(69	)	$	(225	)	$	(169	)	$	767		$	771		$	960		$	533

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2017 and 2016 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	64		$	76		$	1,917		$	2,003		$	1,981		$	2,079
Interest cost	1,214			1,109			239			283			784			887			2,237			2,279
Expected return on plan assets	(1,617		)	(2,006		)	—			—			(677		)	(714		)	(2,294		)	(2,720		)
Amortization of net loss	854			355			32			142			202			89			1,088			586
Amortization of prior service (credit)/cost	—			—			(1,001		)	(1,001		)	(3		)	8			(1,004		)	(993		)
Loss on settlement	1,473			730			—			—			—			1			1,473			731
Net periodic benefit cost/(credit)	$	1,924		$	188		$	(666	)	$	(500	)	$	2,223		$	2,274		$	3,481		$	1,962

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Share-Based Payment Plans

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Payment Plans

Share-Based Payment Plans

Share-Based Compensation Expense

The table below presents non-cash compensation expense related to our equity awards, which is recorded within SG&A expense in the condensed consolidated statements of operations, during the identified periods:

	For the three months ended				For the nine months ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Stock options	$	1,575	$	1,621	$	5,055	$	5,547
Restricted securities	3,522		3,136		10,051		7,732
Share-based compensation expense	$	5,097	$	4,757	$	15,106	$	13,279

Share-Based Compensation Awards

We grant share-based compensation awards for which vesting is subject only to continued employment and the passage of time (options and restricted stock units ("RSUs" and each an "RSU")), as well as those for which vesting also depends on the attainment of certain performance criteria (performance-based options and performance-based restricted stock units ("PRSUs" and each a "PRSU")).

We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2017:

Options Granted to	Number of Options Granted (in thousands)	Weighted- Average Grant Date Fair Value	Vesting Period
Various executives and employees	387	$14.50	25% per year over four years

We granted the following RSUs and PRSUs under the 2010 Equity Plan during the nine months ended September 30, 2017:

Awards Granted to	Type of Award	Number of Units Granted (in thousands)	Percentage of PRSUs Awarded That May Vest	Weighted- Average Grant Date Fair Value
Various executives and employees	RSU (1)	147	N/A	$43.67
Directors	RSU (1)	34	N/A	$41.10
Various executives and employees	PRSU (2)	183	0.0% - 172.5%	$43.67
Various executives and employees	PRSU (2)	53	0.0% - 200.0%	$43.33

⁽¹⁾  RSUs granted during the nine months ended September 30, 2017 vest on various dates between June 2018 and July 2020.

⁽²⁾  PRSUs granted during the nine months ended September 30, 2017 vest on various dates between April and May 2020, with the amount ultimately vesting within the range shown in the table above, dependent on the extent to which certain performance criteria are met.

Option Exercises

During the nine months ended September 30, 2017, 266 stock options were exercised, all of which were settled with shares reissued from treasury.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings and Claims

We are regularly involved in a number of claims and litigation matters in the ordinary course of business. Most of our litigation matters are third-party claims for property damage allegedly caused by our products but some involve allegations of personal injury or wrongful death. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our result of operations, financial position, or cash flows.

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Fair Value Measures

9 Months Ended

Sep. 30, 2017

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 820, Fair Value Measurement.

Measured on a Recurring Basis

The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fell:

	September 30, 2017						December 31, 2016
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Foreign currency forward contracts	$	—	$	8,869	$	—	$	—	$	32,757	$	—
Commodity forward contracts	—		4,847		—		—		2,639		—
Total	$	—	$	13,716	$	—	$	—	$	35,396	$	—
Liabilities
Foreign currency forward contracts	$	—	$	31,911	$	—	$	—	$	27,201	$	—
Commodity forward contracts	—		1,666		—		—		3,790		—
Total	$	—	$	33,577	$	—	$	—	$	30,991	$	—

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2016 and determined that these assets were not impaired. As of September 30, 2017, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or indefinite-lived intangible assets.

A long-lived asset, which includes Property, plant, and equipment ("PP&E"), is considered held for sale when it meets certain criteria described in FASB ASC 360, Property, Plant, and Equipment. A long-lived asset classified as held for sale is initially measured at the lower of its carrying amount or fair value less cost to sell, and a loss is recognized for any initial adjustment of the asset's carrying amount to its fair value less cost to sell in the period the held for sale criteria are met. In the period that a long-lived asset is considered held for sale it is presented within Prepaid expenses and other current assets on our balance sheet where it remains until it is either sold or no longer meets the held for sale criteria. For comparative purposes, the prior year carrying amount of a long-lived asset considered held for sale is presented within Other assets on our balance sheet.

In the first quarter of 2017, we determined that one of our facilities met the held for sale criteria and recorded it at its fair value less costs to sell of $1.7 million (which approximated its net carrying value at that time). In the third quarter of 2017, we sold the asset for an immaterial gain.

The fair value of assets held for sale is considered to be a Level 3 fair value measurement and is determined based on the use of appraisals, input from market participants, our experience selling similar assets, internally developed cash flow models, or a combination thereof.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016:

	September 30, 2017								December 31, 2016
	Carrying Value (1)		Fair Value						Carrying Value (1)		Fair Value
			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Liabilities
Term Loan	$	927,794	$	—	$	932,433	$	—	$	937,794	$	—	$	942,483	$	—
4.875% Senior Notes	$	500,000	$	—	$	525,000	$	—	$	500,000	$	—	$	514,375	$	—
5.625% Senior Notes	$	400,000	$	—	$	440,000	$	—	$	400,000	$	—	$	417,752	$	—
5.0% Senior Notes	$	700,000	$	—	$	736,750	$	—	$	700,000	$	—	$	686,000	$	—
6.25% Senior Notes	$	750,000	$	—	$	819,375	$	—	$	750,000	$	—	$	786,098	$	—

(1)    Carrying value excludes discounts and deferred financing costs.

The fair values of the Term Loan and senior notes are primarily determined using observable prices in markets where these instruments are generally not traded on a daily basis.

Cash and cash equivalents, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature.

In March 2016, we acquired $50.0 million of Series B Preferred Stock of Quanergy Systems, Inc., which we recognized as a cost method investment on our balance sheet. As of September 30, 2017, the fair value of this asset has not been estimated, as there are no indicators of impairment, and it is not practicable to estimate its fair value due to the restricted marketability of this investment.

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Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. dollar. We use foreign currency forward agreements to manage this exposure. We currently have outstanding foreign currency forward contracts that qualify as cash flow hedges intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities; these instruments are not designated for hedge accounting treatment in accordance with FASB ASC 815, Derivatives and Hedging. Foreign currency forward contracts not designated as hedges are not speculative and are used to manage our exposure to foreign exchange movements.

For the three and nine months ended September 30, 2017 and 2016, the ineffective portion of the changes in the fair value of our foreign currency forward agreements that are designated as cash flow hedges was not material and no amounts were excluded from the assessment of effectiveness. As of September 30, 2017, we estimate that $18.4 million of net losses will be reclassified from Accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2018.

As of September 30, 2017, we had the following outstanding foreign currency forward contracts:

Notional (in millions)	Effective Date(s)	Maturity Date(s)	Index	Weighted- Average Strike Rate	Hedge Designation
65.0 EUR	September 27, 2017	October 31, 2017	Euro to U.S. Dollar Exchange Rate	1.18 USD	Not designated
461.6 EUR	Various from April 2015 to September 2017	Various from October 2017 to December 2019	Euro to U.S. Dollar Exchange Rate	1.14 USD	Designated
500.0 CNY	September 26, 2017	October 31, 2017	U.S. Dollar to Chinese Renminbi Exchange Rate	6.68 CNY	Not designated
132.0 CNY	Various in February 2017	Various from October to December 2017	U.S. Dollar to Chinese Renminbi Exchange Rate	7.05 CNY	Designated
110.0 JPY	September 27, 2017	October 31, 2017	U.S. Dollar to Japanese Yen Exchange Rate	112.80 JPY	Not designated
237.0 JPY	January 5, 2017	Various from October to December 2017	U.S. Dollar to Japanese Yen Exchange Rate	113.71 JPY	Designated
45,258.3 KRW	Various from April 2015 to September 2017	Various from October 2017 to August 2019	U.S. Dollar to Korean Won Exchange Rate	1,140.77 KRW	Designated
36.5 MYR	Various from April 2015 to November 2016	Various from October 2017 to October 2018	U.S. Dollar to Malaysian Ringgit Exchange Rate	4.19 MYR	Designated
182.0 MXN	September 27, 2017	October 31, 2017	U.S. Dollar to Mexican Peso Exchange Rate	18.24 MXN	Not designated
2,166.8 MXN	Various from April 2015 to September 2017	Various from October 2017 to August 2019	U.S. Dollar to Mexican Peso Exchange Rate	19.94 MXN	Designated
44.5 GBP	Various from April 2015 to September 2017	Various from October 2017 to August 2019	British Pound Sterling to U.S. Dollar Exchange Rate	1.33 USD	Designated

The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods.

Hedges of Commodity Risk

Our objective in using commodity forward contracts is to offset a portion of our exposure to the potential change in prices associated with certain commodities used in the manufacturing of our products, including silver, gold, nickel, aluminum, copper, platinum, and palladium. The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities. These instruments are not designated for hedge accounting treatment in accordance with FASB ASC 815. Commodity forward contracts not designated as hedges are not speculative and are used to manage our exposure to commodity price movements.

We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of September 30, 2017:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	1,109,455 troy oz.	October 2017 - August 2019	$17.69
Gold	12,150 troy oz.	October 2017 - August 2019	$1,269.40
Nickel	287,659 pounds	October 2017 - August 2019	$4.68
Aluminum	5,554,370 pounds	October 2017 - August 2019	$0.84
Copper	7,394,018 pounds	October 2017 - August 2019	$2.54
Platinum	8,036 troy oz.	October 2017 - August 2019	$996.80
Palladium	1,927 troy oz.	October 2017 - August 2019	$759.11

The notional amounts above represent the total quantities we have outstanding over the remaining contracted periods.

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	September 30, 2017		December 31, 2016		Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	6,909	$	24,796	Accrued expenses and other current liabilities	$	23,838	$	20,990
Foreign currency forward contracts	Other assets	1,956		5,693		Other long-term liabilities	7,327		3,814
Total		$	8,865	$	30,489		$	31,165	$	24,804
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	4,173	$	2,097	Accrued expenses and other current liabilities	$	1,400	$	2,764
Commodity forward contracts	Other assets	674		542		Other long-term liabilities	266		1,026
Foreign currency forward contracts	Prepaid expenses and other current assets	4		2,268		Accrued expenses and other current liabilities	746		2,397
Total		$	4,851	$	4,907		$	2,412	$	6,187

These fair value measurements are all categorized within Level 2 of the fair value hierarchy.

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended September 30, 2017 and 2016:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	September 30, 2017			September 30, 2016				September 30, 2017			September 30, 2016
Foreign currency forward contracts	$	(16,688	)	$	(6,929	)	Net revenue	$	(4,075	)	$	2,771
Foreign currency forward contracts	$	1,614		$	(6,450	)	Cost of revenue	$	(1,953	)	$	(4,834	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income						Location of Gain/(Loss) Recognized in Net Income
	September 30, 2017			September 30, 2016
Commodity forward contracts	$	2,956		$	1,318		Other, net
Foreign currency forward contracts	$	(3,865	)	$	(3,827	)	Other, net

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
	September 30, 2017			September 30, 2016				September 30, 2017			September 30, 2016
Foreign currency forward contracts	$	(56,479	)	$	(12,810	)	Net revenue	$	3,678		$	15,075
Foreign currency forward contracts	$	23,041		$	(20,319	)	Cost of revenue	$	(13,356	)	$	(14,857	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income						Location of Gain/(Loss) Recognized in Net Income
	September 30, 2017			September 30, 2016
Commodity forward contracts	$	6,439		$	12,049		Other, net
Foreign currency forward contracts	$	(10,542	)	$	(7,912	)	Other, net

Credit Risk Related Contingent Features

We have agreements with certain of our derivative counterparties that contain a provision whereby if we default on our indebtedness, and where repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.

As of September 30, 2017, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $33.8 million. As of September 30, 2017, we have not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness, as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

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Other, Net

9 Months Ended

Sep. 30, 2017

Other Income and Expenses [Abstract]

Other, Net

Other, Net

Other, net consisted of the following gains/(losses) for the three and nine months ended September 30, 2017 and 2016:

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Currency remeasurement gain on net monetary assets	$	3,989		$	1,707		$	11,010		$	550
Loss on foreign currency forward contracts	(3,865		)	(3,827		)	(10,542		)	(7,912		)
Gain on commodity forward contracts	2,956			1,318			6,439			12,049
Other	32			76			283			205
Other, net	$	3,112		$	(726	)	$	7,190		$	4,892

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Segment Reporting

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

We organize our business into two reportable segments, Performance Sensing and Sensing Solutions, each of which is also an operating segment. Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

An operating segment’s performance is primarily evaluated based on Segment profit, which excludes amortization expense, restructuring and special charges, and certain corporate costs/credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. In addition, an operating segment’s performance excludes results from discontinued operations, if any. Corporate costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources. We believe that Segment profit, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, profit from operations or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies," included in our Annual Report on Form 10-K for the year ended December 31, 2016.

The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2017 and 2016:

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net revenue:
Performance Sensing	$	603,932		$	584,650		$	1,825,904		$	1,797,395
Sensing Solutions	215,122			205,148			640,295			616,497
Total net revenue	$	819,054		$	789,798		$	2,466,199		$	2,413,892
Segment profit (as defined above):
Performance Sensing	$	162,655		$	155,228		$	483,491		$	453,540
Sensing Solutions	72,372			67,314			209,911			198,737
Total segment profit	235,027			222,542			693,402			652,277
Corporate and other	(53,379		)	(48,335		)	(152,681		)	(133,025		)
Amortization of intangible assets	(40,317		)	(50,562		)	(121,578		)	(151,572		)
Restructuring and special charges	(1,329		)	(837		)	(18,768		)	(3,167		)
Profit from operations	140,002			122,808			400,375			364,513
Interest expense, net	(40,263		)	(41,176		)	(120,578		)	(125,201		)
Other, net	3,112			(726		)	7,190			4,892
Income before taxes	$	102,851		$	80,906		$	286,987		$	244,204

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Net Income per Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Net Income per Share

Net Income per Share

Basic and diluted net income per share are calculated by dividing Net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2017 and 2016, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows:

	For the three months ended		For the nine months ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Basic weighted-average ordinary shares outstanding	171,269	170,840	171,116	170,656
Dilutive effect of stock options	618	431	567	504
Dilutive effect of unvested restricted securities	358	207	340	199
Diluted weighted-average ordinary shares outstanding	172,245	171,478	172,023	171,359

Net income and net income per share are presented in the condensed consolidated statements of operations.

Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because they would have had an anti-dilutive effect on net income per share or because they related to share-based awards that were contingently issuable, for which the contingency had not been satisfied. These potential ordinary shares are as follows:

	For the three months ended		For the nine months ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Anti-dilutive shares excluded	1,584	1,355	1,635	1,418
Contingently issuable shares excluded	884	735	783	632

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New Accounting Standards (Policies)

9 Months Ended

Sep. 30, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2016 necessarily representative of those actually experienced for the full year 2016. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.

All intercompany balances and transactions have been eliminated.

All U.S. dollar and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

Reclassification

Certain reclassifications have been made to prior periods to conform to current period presentation

New Accounting Standards

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which creates one Accounting Standards Codification ("ASC") Topic (FASB ASC 606, Revenue from Contracts with Customers) that replaces the current guidance found in FASB ASC 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASU No. 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FASB ASU No. 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity.

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, which defers the effective date of FASB ASU No. 2014-09 by one year. FASB ASU No. 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. We have developed an implementation plan to adopt this new guidance. As part of this plan, we are currently assessing the impact of the new guidance on our financial position and results of operations. Based on our procedures performed to date, nothing has come to our attention that would indicate that the adoption of FASB ASU No. 2014-09 will have a material impact on our financial position or results of operations. However, we will continue to evaluate this assessment through the remainder of 2017. In addition, the adoption of FASB ASU No. 2014-09 requires new disclosures related to revenue recognition, which we are continuing to evaluate. We intend to adopt FASB ASU No. 2014-09 on January 1, 2018 using the modified retrospective transition method.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2016, we were contractually obligated to make future payments of $69.8 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02, and have not yet determined its impact on our consolidated financial statements, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02. FASB ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. We are still evaluating the impact that this guidance will have on our consolidated financial statements, and we have not yet determined whether we will early adopt FASB ASU No. 2017-12.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2017

Inventory Disclosure [Abstract]

Components of inventories

The components of inventories as of September 30, 2017 and December 31, 2016 were as follows:

	September 30, 2017		December 31, 2016
Finished goods	$	191,165	$	169,304
Work-in-process	91,569		74,810
Raw materials	164,752		145,730
Inventories	$	447,486	$	389,844

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Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Roll forward of components of Accumulated other comprehensive loss, net of tax

The following is a roll forward of the components of Accumulated other comprehensive loss for the nine months ended September 30, 2017:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance as of December 31, 2016	$	23		$	(34,090	)	$	(34,067	)
Other comprehensive loss before reclassifications, net of tax	(25,078		)	—			(25,078		)
Amounts reclassified from accumulated other comprehensive loss, net of tax	7,258			1,489			8,747
Net current period other comprehensive (loss)/income	(17,820		)	1,489			(16,331		)
Balance as of September 30, 2017	$	(17,797	)	$	(32,601	)	$	(50,398	)

Amounts reclassified from Accumulated other comprehensive loss

The details of the amounts reclassified from Accumulated other comprehensive loss for the three and nine months ended September 30, 2017 and 2016 are as follows:

	Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss												Affected Line in Condensed Consolidated Statements of Operations
	For the three months ended						For the nine months ended
Component	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Derivative instruments designated and qualifying as cash flow hedges
Foreign currency forward contracts	$	4,075		$	(2,771	)	$	(3,678	)	$	(15,075	)	Net revenue (1)
Foreign currency forward contracts	1,953			4,834			13,356			14,857			Cost of revenue (1)
Total, before taxes	6,028			2,063			9,678			(218		)	Income before taxes
Income tax effect	(1,507		)	(514		)	(2,420		)	55			Provision for income taxes
Total, net of taxes	$	4,521		$	1,549		$	7,258		$	(163	)	Net income
Defined benefit and retiree healthcare plans	$	297		$	(5	)	$	1,557		$	324		Various (2)
Income tax effect	(23		)	29			(68		)	(33		)	Provision for income taxes
Total, net of taxes	$	274		$	24		$	1,489		$	291		Net income

(1) See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss.

(2) Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, and Selling, general and administrative ("SG&A") expense line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.

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Restructuring and Special Charges (Tables)

9 Months Ended

Sep. 30, 2017

Restructuring and Related Activities [Abstract]

Changes to restructuring liability

Changes to the severance portion of our restructuring liability during the nine months ended September 30, 2017 were as follows:

	Severance
Balance at December 31, 2016	$	17,350
Charges, net of reversals	11,747
Payments	(20,072		)
Impact of changes in foreign currency exchange rates	1,529
Balance at September 30, 2017	$	10,554

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Debt (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of long-term debt and capital lease and other financing obligations

Our long-term debt and capital lease and other financing obligations as of September 30, 2017 and December 31, 2016 consisted of the following:

	Maturity Date	September 30, 2017			December 31, 2016
Term Loan	October 14, 2021	$	927,794		$	937,794
4.875% Senior Notes	October 15, 2023	500,000			500,000
5.625% Senior Notes	November 1, 2024	400,000			400,000
5.0% Senior Notes	October 1, 2025	700,000			700,000
6.25% Senior Notes	February 15, 2026	750,000			750,000
Less: discount		(15,812		)	(17,655		)
Less: deferred financing costs		(29,971		)	(33,656		)
Less: current portion		(7,327		)	(9,901		)
Long-term debt, net		$	3,224,684		$	3,226,582
Capital lease and other financing obligations		$	35,839		$	37,111
Less: current portion		(5,849		)	(4,742		)
Capital lease and other financing obligations, less current portion		$	29,990		$	32,369

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Pension and Other Post-Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2017

Retirement Benefits [Abstract]

Schedule of components of net periodic benefit cost

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2017 and 2016 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	21		$	25		$	661		$	697		$	682		$	722
Interest cost	385			332			80			94			273			298			738			724
Expected return on plan assets	(527		)	(659		)	—			—			(230		)	(249		)	(757		)	(908		)
Amortization of net loss	291			118			8			46			64			42			363			206
Amortization of prior service (credit)	—			—			(334		)	(334		)	(1		)	(18		)	(335		)	(352		)
Loss on settlement	269			140			—			—			—			1			269			141
Net periodic benefit cost/(credit)	$	418		$	(69	)	$	(225	)	$	(169	)	$	767		$	771		$	960		$	533

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2017 and 2016 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	64		$	76		$	1,917		$	2,003		$	1,981		$	2,079
Interest cost	1,214			1,109			239			283			784			887			2,237			2,279
Expected return on plan assets	(1,617		)	(2,006		)	—			—			(677		)	(714		)	(2,294		)	(2,720		)
Amortization of net loss	854			355			32			142			202			89			1,088			586
Amortization of prior service (credit)/cost	—			—			(1,001		)	(1,001		)	(3		)	8			(1,004		)	(993		)
Loss on settlement	1,473			730			—			—			—			1			1,473			731
Net periodic benefit cost/(credit)	$	1,924		$	188		$	(666	)	$	(500	)	$	2,223		$	2,274		$	3,481		$	1,962

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Share-Based Payment Plans (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of non-cash compensation expense related to equity awards

The table below presents non-cash compensation expense related to our equity awards, which is recorded within SG&A expense in the condensed consolidated statements of operations, during the identified periods:

	For the three months ended				For the nine months ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Stock options	$	1,575	$	1,621	$	5,055	$	5,547
Restricted securities	3,522		3,136		10,051		7,732
Share-based compensation expense	$	5,097	$	4,757	$	15,106	$	13,279

Schedule of options granted

We granted the following options under the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (the "2010 Equity Plan") during the nine months ended September 30, 2017:

Options Granted to	Number of Options Granted (in thousands)	Weighted- Average Grant Date Fair Value	Vesting Period
Various executives and employees	387	$14.50	25% per year over four years

Schedule of RSUs and PSUs

We granted the following RSUs and PRSUs under the 2010 Equity Plan during the nine months ended September 30, 2017:

Awards Granted to	Type of Award	Number of Units Granted (in thousands)	Percentage of PRSUs Awarded That May Vest	Weighted- Average Grant Date Fair Value
Various executives and employees	RSU (1)	147	N/A	$43.67
Directors	RSU (1)	34	N/A	$41.10
Various executives and employees	PRSU (2)	183	0.0% - 172.5%	$43.67
Various executives and employees	PRSU (2)	53	0.0% - 200.0%	$43.33

⁽¹⁾  RSUs granted during the nine months ended September 30, 2017 vest on various dates between June 2018 and July 2020.

⁽²⁾  PRSUs granted during the nine months ended September 30, 2017 vest on various dates between April and May 2020, with the amount ultimately vesting within the range shown in the table above, dependent on the extent to which certain performance criteria are met.

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Fair Value Measures (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fell:

	September 30, 2017						December 31, 2016
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Foreign currency forward contracts	$	—	$	8,869	$	—	$	—	$	32,757	$	—
Commodity forward contracts	—		4,847		—		—		2,639		—
Total	$	—	$	13,716	$	—	$	—	$	35,396	$	—
Liabilities
Foreign currency forward contracts	$	—	$	31,911	$	—	$	—	$	27,201	$	—
Commodity forward contracts	—		1,666		—		—		3,790		—
Total	$	—	$	33,577	$	—	$	—	$	30,991	$	—

Information about carrying values and fair values of financial instruments not recorded at fair value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016:

	September 30, 2017								December 31, 2016
	Carrying Value (1)		Fair Value						Carrying Value (1)		Fair Value
			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Liabilities
Term Loan	$	927,794	$	—	$	932,433	$	—	$	937,794	$	—	$	942,483	$	—
4.875% Senior Notes	$	500,000	$	—	$	525,000	$	—	$	500,000	$	—	$	514,375	$	—
5.625% Senior Notes	$	400,000	$	—	$	440,000	$	—	$	400,000	$	—	$	417,752	$	—
5.0% Senior Notes	$	700,000	$	—	$	736,750	$	—	$	700,000	$	—	$	686,000	$	—
6.25% Senior Notes	$	750,000	$	—	$	819,375	$	—	$	750,000	$	—	$	786,098	$	—

(1)    Carrying value excludes discounts and deferred financing costs.

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Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of outstanding derivative instruments

As of September 30, 2017, we had the following outstanding foreign currency forward contracts:

Notional (in millions)	Effective Date(s)	Maturity Date(s)	Index	Weighted- Average Strike Rate	Hedge Designation
65.0 EUR	September 27, 2017	October 31, 2017	Euro to U.S. Dollar Exchange Rate	1.18 USD	Not designated
461.6 EUR	Various from April 2015 to September 2017	Various from October 2017 to December 2019	Euro to U.S. Dollar Exchange Rate	1.14 USD	Designated
500.0 CNY	September 26, 2017	October 31, 2017	U.S. Dollar to Chinese Renminbi Exchange Rate	6.68 CNY	Not designated
132.0 CNY	Various in February 2017	Various from October to December 2017	U.S. Dollar to Chinese Renminbi Exchange Rate	7.05 CNY	Designated
110.0 JPY	September 27, 2017	October 31, 2017	U.S. Dollar to Japanese Yen Exchange Rate	112.80 JPY	Not designated
237.0 JPY	January 5, 2017	Various from October to December 2017	U.S. Dollar to Japanese Yen Exchange Rate	113.71 JPY	Designated
45,258.3 KRW	Various from April 2015 to September 2017	Various from October 2017 to August 2019	U.S. Dollar to Korean Won Exchange Rate	1,140.77 KRW	Designated
36.5 MYR	Various from April 2015 to November 2016	Various from October 2017 to October 2018	U.S. Dollar to Malaysian Ringgit Exchange Rate	4.19 MYR	Designated
182.0 MXN	September 27, 2017	October 31, 2017	U.S. Dollar to Mexican Peso Exchange Rate	18.24 MXN	Not designated
2,166.8 MXN	Various from April 2015 to September 2017	Various from October 2017 to August 2019	U.S. Dollar to Mexican Peso Exchange Rate	19.94 MXN	Designated
44.5 GBP	Various from April 2015 to September 2017	Various from October 2017 to August 2019	British Pound Sterling to U.S. Dollar Exchange Rate	1.33 USD	Designated

We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of September 30, 2017:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	1,109,455 troy oz.	October 2017 - August 2019	$17.69
Gold	12,150 troy oz.	October 2017 - August 2019	$1,269.40
Nickel	287,659 pounds	October 2017 - August 2019	$4.68
Aluminum	5,554,370 pounds	October 2017 - August 2019	$0.84
Copper	7,394,018 pounds	October 2017 - August 2019	$2.54
Platinum	8,036 troy oz.	October 2017 - August 2019	$996.80
Palladium	1,927 troy oz.	October 2017 - August 2019	$759.11

Schedule of fair values of derivative financial instruments and their classification in balance sheets

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	September 30, 2017		December 31, 2016		Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	6,909	$	24,796	Accrued expenses and other current liabilities	$	23,838	$	20,990
Foreign currency forward contracts	Other assets	1,956		5,693		Other long-term liabilities	7,327		3,814
Total		$	8,865	$	30,489		$	31,165	$	24,804
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	4,173	$	2,097	Accrued expenses and other current liabilities	$	1,400	$	2,764
Commodity forward contracts	Other assets	674		542		Other long-term liabilities	266		1,026
Foreign currency forward contracts	Prepaid expenses and other current assets	4		2,268		Accrued expenses and other current liabilities	746		2,397
Total		$	4,851	$	4,907		$	2,412	$	6,187

Schedule of effect of derivative financial instruments on statements of operations

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended September 30, 2017 and 2016:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	September 30, 2017			September 30, 2016				September 30, 2017			September 30, 2016
Foreign currency forward contracts	$	(16,688	)	$	(6,929	)	Net revenue	$	(4,075	)	$	2,771
Foreign currency forward contracts	$	1,614		$	(6,450	)	Cost of revenue	$	(1,953	)	$	(4,834	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income						Location of Gain/(Loss) Recognized in Net Income
	September 30, 2017			September 30, 2016
Commodity forward contracts	$	2,956		$	1,318		Other, net
Foreign currency forward contracts	$	(3,865	)	$	(3,827	)	Other, net

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
	September 30, 2017			September 30, 2016				September 30, 2017			September 30, 2016
Foreign currency forward contracts	$	(56,479	)	$	(12,810	)	Net revenue	$	3,678		$	15,075
Foreign currency forward contracts	$	23,041		$	(20,319	)	Cost of revenue	$	(13,356	)	$	(14,857	)

Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net Income						Location of Gain/(Loss) Recognized in Net Income
	September 30, 2017			September 30, 2016
Commodity forward contracts	$	6,439		$	12,049		Other, net
Foreign currency forward contracts	$	(10,542	)	$	(7,912	)	Other, net

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Other, Net (Tables)

9 Months Ended

Sep. 30, 2017

Other Income and Expenses [Abstract]

Schedule of other, net

Other, net consisted of the following gains/(losses) for the three and nine months ended September 30, 2017 and 2016:

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Currency remeasurement gain on net monetary assets	$	3,989		$	1,707		$	11,010		$	550
Loss on foreign currency forward contracts	(3,865		)	(3,827		)	(10,542		)	(7,912		)
Gain on commodity forward contracts	2,956			1,318			6,439			12,049
Other	32			76			283			205
Other, net	$	3,112		$	(726	)	$	7,190		$	4,892

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Schedule of segment reporting information by segment

The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three and nine months ended September 30, 2017 and 2016:

	For the three months ended						For the nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net revenue:
Performance Sensing	$	603,932		$	584,650		$	1,825,904		$	1,797,395
Sensing Solutions	215,122			205,148			640,295			616,497
Total net revenue	$	819,054		$	789,798		$	2,466,199		$	2,413,892
Segment profit (as defined above):
Performance Sensing	$	162,655		$	155,228		$	483,491		$	453,540
Sensing Solutions	72,372			67,314			209,911			198,737
Total segment profit	235,027			222,542			693,402			652,277
Corporate and other	(53,379		)	(48,335		)	(152,681		)	(133,025		)
Amortization of intangible assets	(40,317		)	(50,562		)	(121,578		)	(151,572		)
Restructuring and special charges	(1,329		)	(837		)	(18,768		)	(3,167		)
Profit from operations	140,002			122,808			400,375			364,513
Interest expense, net	(40,263		)	(41,176		)	(120,578		)	(125,201		)
Other, net	3,112			(726		)	7,190			4,892
Income before taxes	$	102,851		$	80,906		$	286,987		$	244,204

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Net Income per Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Schedule of weighted-average ordinary shares outstanding

For the three and nine months ended September 30, 2017 and 2016, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows:

	For the three months ended		For the nine months ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Basic weighted-average ordinary shares outstanding	171,269	170,840	171,116	170,656
Dilutive effect of stock options	618	431	567	504
Dilutive effect of unvested restricted securities	358	207	340	199
Diluted weighted-average ordinary shares outstanding	172,245	171,478	172,023	171,359

Schedule of antidilutive securities

These potential ordinary shares are as follows:

	For the three months ended		For the nine months ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Anti-dilutive shares excluded	1,584	1,355	1,635	1,418
Contingently issuable shares excluded	884	735	783	632

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Business Description and Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2017 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of businesses	2

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New Accounting Standards (Details) $ in Millions	Dec. 31, 2016 USD ($)
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Future payments	$ 69.8

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Inventory, Net [Abstract]
Finished goods	$ 191,165	$ 169,304
Work-in-process	91,569	74,810
Raw materials	164,752	145,730
Inventories	$ 447,486	$ 389,844

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Shareholders' Equity - Narrative (Details) shares in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2017 USD ($) shares
Equity [Abstract]
Reissued treasury shares (in shares) | shares	0.5
Treasury stock, loss from reissuances | $	$ 13.1

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Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2016			$ 1,942,007
Other comprehensive loss before reclassifications, net of tax			(25,078)
Amounts reclassified from accumulated other comprehensive loss, net of tax			8,747
Other comprehensive loss	$ (6,510)	$ (8,461)	(16,331)	$ (24,719)
Balance as of September 30, 2017	2,182,525		2,182,525
Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2016			23
Other comprehensive loss before reclassifications, net of tax			(25,078)
Amounts reclassified from accumulated other comprehensive loss, net of tax			7,258
Other comprehensive loss			(17,820)
Balance as of September 30, 2017	(17,797)		(17,797)
Defined Benefit and Retiree Healthcare Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2016			(34,090)
Other comprehensive loss before reclassifications, net of tax			0
Amounts reclassified from accumulated other comprehensive loss, net of tax	274	$ 24	1,489	$ 291
Other comprehensive loss			1,489
Balance as of September 30, 2017	(32,601)		(32,601)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2016			(34,067)
Balance as of September 30, 2017	$ (50,398)		$ (50,398)

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Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	$ 819,054	$ 789,798	$ 2,466,199	$ 2,413,892
Cost of revenue	(527,432)	(508,944)	(1,601,190)	(1,574,763)
Income before taxes	102,851	80,906	286,987	244,204
Provision for income taxes	(14,816)	(11,121)	(47,759)	(48,297)
Net income	88,035	69,785	239,228	195,907
Total, net of taxes			8,747
Derivative instruments designated and qualifying as cash flow hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total, net of taxes			7,258
Defined benefit and retiree healthcare plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Defined benefit and retiree healthcare plans	297	(5)	1,557	324
Provision for income taxes	(23)	29	(68)	(33)
Total, net of taxes	274	24	1,489	291
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income before taxes	6,028	2,063	9,678	(218)
Provision for income taxes	(1,507)	(514)	(2,420)	55
Net income	4,521	1,549	7,258	(163)
Amount of Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges | Foreign currency forward contracts
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	4,075	(2,771)	(3,678)	(15,075)
Cost of revenue	$ 1,953	$ 4,834	$ 13,356	$ 14,857

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Restructuring and Special Charges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring and special charges	$ 1,329	$ 837	$ 18,768	$ 3,167
Severance
Restructuring Reserve [Roll Forward]
Beginning Balance			17,350
Charges, net of reversals			11,747
Payments			(20,072)
Impact of changes in foreign currency exchange rates			1,529
Ending Balance	10,554		10,554
Facility Closing, Minden, Germany
Restructuring Cost and Reserve [Line Items]
Severance charges	0		8,400
Facility exit costs	$ 1,300		$ 2,400

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Debt - Debt Schedule (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Less: discount	$ (15,812)	$ (17,655)
Less: deferred financing costs	(29,971)	(33,656)
Less: current portion	(7,327)	(9,901)
Long-term debt, net	3,224,684	3,226,582
Capital lease and other financing obligations	35,839	37,111
Less: current portion	(5,849)	(4,742)
Capital lease and other financing obligations, less current portion	29,990	32,369
Term Loan
Debt Instrument [Line Items]
Gross long-term debt	927,794	937,794
4.875% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 500,000	500,000
Stated interest rate	4.875%
5.625% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 400,000	400,000
Stated interest rate	5.625%
5.0% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 700,000	700,000
Stated interest rate	5.00%
6.25% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 750,000	$ 750,000
Stated interest rate	6.25%

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Debt - Narrative (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Accrued interest	$ 45,700,000	$ 36,800,000
Revolving Credit Facility
Debt Instrument [Line Items]
Amount available under revolving credit facility	415,300,000
Maximum borrowing capacity	420,000,000.0
Letters of credit outstanding, amount	4,700,000
Letter of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 0

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Valuation Allowance [Line Items]
Provision for income taxes	$ 14,816	$ 11,121	$ 47,759	$ 48,297
CST
Valuation Allowance [Line Items]
Recognized benefit from income taxes		$ 5,100		$ 3,700

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Pension and Other Post-Retirement Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 682	$ 722	$ 1,981	$ 2,079
Interest cost	738	724	2,237	2,279
Expected return on plan assets	(757)	(908)	(2,294)	(2,720)
Amortization of net loss	363	206	1,088	586
Amortization of prior service (credit)/cost	(335)	(352)	(1,004)	(993)
Loss on settlement	269	141	1,473	731
Net periodic benefit cost/(credit)	960	533	3,481	1,962
U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	0	0	0	0
Interest cost	385	332	1,214	1,109
Expected return on plan assets	(527)	(659)	(1,617)	(2,006)
Amortization of net loss	291	118	854	355
Amortization of prior service (credit)/cost	0	0	0	0
Loss on settlement	269	140	1,473	730
Net periodic benefit cost/(credit)	418	(69)	1,924	188
U.S. Plans | Retiree Healthcare
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	21	25	64	76
Interest cost	80	94	239	283
Expected return on plan assets	0	0	0	0
Amortization of net loss	8	46	32	142
Amortization of prior service (credit)/cost	(334)	(334)	(1,001)	(1,001)
Loss on settlement	0	0	0	0
Net periodic benefit cost/(credit)	(225)	(169)	(666)	(500)
Non-U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	661	697	1,917	2,003
Interest cost	273	298	784	887
Expected return on plan assets	(230)	(249)	(677)	(714)
Amortization of net loss	64	42	202	89
Amortization of prior service (credit)/cost	(1)	(18)	(3)	8
Loss on settlement	0	1	0	1
Net periodic benefit cost/(credit)	$ 767	$ 771	$ 2,223	$ 2,274

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Share-Based Payment Plans - Schedule of Non-Cash Compensation Expense Related to Equity Awards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 5,097	$ 4,757	$ 15,106	$ 13,279
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,575	1,621	5,055	5,547
Restricted securities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 3,522	$ 3,136	$ 10,051	$ 7,732

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Share-Based Payment Plans - Schedule of Options Granted (Details) - Various executives and employees - Stock options - 25% per year over four years shares in Thousands	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Granted (in shares) | shares	387
Weighted- Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 14.50
Vesting period	4 years
Vesting percent	25.00%

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Share-Based Payment Plans - Schedule of RSUs and PSUs (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Various executives and employees | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Granted (in shares) | shares	147
Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 43.67
Directors | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Granted (in shares) | shares	34
Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 41.10
0.0% - 172.5% | Various executives and employees | PRSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Granted (in shares) | shares	183
Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 43.67
0.0% - 200.0% | Various executives and employees | PRSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Granted (in shares) | shares	53
Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 43.33
Minimum | 0.0% - 172.5% | Various executives and employees | PRSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent	0.00%
Minimum | 0.0% - 200.0% | Various executives and employees | PRSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent	0.00%
Maximum | 0.0% - 172.5% | Various executives and employees | PRSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent	172.50%
Maximum | 0.0% - 200.0% | Various executives and employees | PRSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent	200.00%

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Share-Based Payment Plans - Narrative (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2017 shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Option exercised, shares	266

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Fair Value Measures - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets
Assets	$ 0	$ 0
Liabilities
Liabilities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign currency forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Significant Other Observable Inputs (Level 2)
Assets
Assets	13,716	35,396
Liabilities
Liabilities	33,577	30,991
Significant Other Observable Inputs (Level 2) | Foreign currency forward contracts
Assets
Assets	8,869	32,757
Liabilities
Liabilities	31,911	27,201
Significant Other Observable Inputs (Level 2) | Commodity forward contracts
Assets
Assets	4,847	2,639
Liabilities
Liabilities	1,666	3,790
Significant Unobservable Inputs (Level 3)
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Significant Unobservable Inputs (Level 3) | Foreign currency forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Significant Unobservable Inputs (Level 3) | Commodity forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	$ 0	$ 0

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Fair Value Measures - Narrative (Details) - USD ($) $ in Millions	1 Months Ended
	Mar. 31, 2016	Mar. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Facility recorded as held for sale		$ 1.7
Quanergy | Series B Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Value of Series B Preferred Stock acquired	$ 50.0

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Fair Value Measures - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Term Loan | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 927,794	$ 937,794
Term Loan | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
Term Loan | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	932,433	942,483
Term Loan | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
4.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.875%
4.875% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 500,000	500,000
4.875% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
4.875% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	525,000	514,375
4.875% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
5.625% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	5.625%
5.625% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 400,000	400,000
5.625% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
5.625% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	440,000	417,752
5.625% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
5.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	5.00%
5.0% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 700,000	700,000
5.0% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
5.0% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	736,750	686,000
5.0% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
6.25% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	6.25%
6.25% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 750,000	750,000
6.25% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
6.25% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	819,375	786,098
6.25% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	$ 0

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Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Amounts excluded from foreign currency cash flow ineffectiveness assessment	$ 0	$ 0	$ 0	$ 0
Foreign currency cash flow loss to be reclassified during next 12 months	18,400,000		18,400,000
Termination value of outstanding derivatives in a liability position	33,800,000		33,800,000
Collateral already posted, aggregate fair value	$ 0		$ 0

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Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - Sep. 30, 2017 € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, MYR in Millions, MXN in Millions	EUR (€) ozt lb $ / lb $ / ozt $ / MXN $ / ¥ € / $ $ / MYR $ / ¥ £ / $ $ / ₩	KRW (₩) ozt lb $ / lb $ / ozt $ / MXN $ / ¥ € / $ $ / MYR $ / ¥ £ / $ $ / ₩	MXN ozt lb $ / lb $ / ozt $ / MXN $ / ¥ € / $ $ / MYR $ / ¥ £ / $ $ / ₩	GBP (£) ozt lb $ / lb $ / ozt $ / MXN $ / ¥ € / $ $ / MYR $ / ¥ £ / $ $ / ₩	CNY (¥) ozt lb $ / lb $ / ozt $ / MXN $ / ¥ € / $ $ / MYR $ / ¥ £ / $ $ / ₩	MYR ozt lb $ / lb $ / ozt $ / MXN $ / ¥ € / $ $ / MYR $ / ¥ £ / $ $ / ₩	JPY (¥) ozt lb $ / lb $ / ozt $ / MXN $ / ¥ € / $ $ / MYR $ / ¥ £ / $ $ / ₩
Foreign currency forward contracts | Not designated | Euro to U.S. Dollar Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | €	€ 65.0
Weighted-Average Strike Rate | € / $	1.18	1.18	1.18	1.18	1.18	1.18	1.18
Foreign currency forward contracts | Not designated | U.S. Dollar to Chinese Renminbi Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥					¥ 500.0
Weighted-Average Strike Rate | $ / ¥	6.68	6.68	6.68	6.68	6.68	6.68	6.68
Foreign currency forward contracts | Not designated | U.S. Dollar to Japanese Yen Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥							¥ 110.0
Weighted-Average Strike Rate | $ / ¥	112.80	112.80	112.80	112.80	112.80	112.80	112.80
Foreign currency forward contracts | Not designated | U.S. Dollar to Mexican Peso Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | MXN			MXN 182.0
Weighted-Average Strike Rate | $ / MXN	18.24	18.24	18.24	18.24	18.24	18.24	18.24
Foreign currency forward contracts | Designated | Euro to U.S. Dollar Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | €	€ 461.6
Weighted-Average Strike Rate | € / $	1.14	1.14	1.14	1.14	1.14	1.14	1.14
Foreign currency forward contracts | Designated | U.S. Dollar to Chinese Renminbi Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥					¥ 132.0
Weighted-Average Strike Rate | $ / ¥	7.05	7.05	7.05	7.05	7.05	7.05	7.05
Foreign currency forward contracts | Designated | U.S. Dollar to Japanese Yen Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥							¥ 237.0
Weighted-Average Strike Rate | $ / ¥	113.71	113.71	113.71	113.71	113.71	113.71	113.71
Foreign currency forward contracts | Designated | U.S. Dollar to Korean Won Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ₩		₩ 45,258.3
Weighted-Average Strike Rate | $ / ₩	1,140.77	1,140.77	1,140.77	1,140.77	1,140.77	1,140.77	1,140.77
Foreign currency forward contracts | Designated | U.S. Dollar to Malaysian Ringgit Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | MYR						MYR 36.5
Weighted-Average Strike Rate | $ / MYR	4.19	4.19	4.19	4.19	4.19	4.19	4.19
Foreign currency forward contracts | Designated | U.S. Dollar to Mexican Peso Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | MXN			MXN 2,166.8
Weighted-Average Strike Rate | $ / MXN	19.94	19.94	19.94	19.94	19.94	19.94	19.94
Foreign currency forward contracts | Designated | British Pound Sterling to U.S. Dollar Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | £				£ 44.5
Weighted-Average Strike Rate | £ / $	1.33	1.33	1.33	1.33	1.33	1.33	1.33
Silver | Not designated
Hedges of Commodity Risk
Notional | ozt	1,109,455	1,109,455	1,109,455	1,109,455	1,109,455	1,109,455	1,109,455
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	17.69	17.69	17.69	17.69	17.69	17.69	17.69
Gold | Not designated
Hedges of Commodity Risk
Notional | ozt	12,150	12,150	12,150	12,150	12,150	12,150	12,150
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	1,269.40	1,269.40	1,269.40	1,269.40	1,269.40	1,269.40	1,269.40
Nickel | Not designated
Hedges of Commodity Risk
Notional | lb	287,659	287,659	287,659	287,659	287,659	287,659	287,659
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb	4.68	4.68	4.68	4.68	4.68	4.68	4.68
Aluminum | Not designated
Hedges of Commodity Risk
Notional | lb	5,554,370	5,554,370	5,554,370	5,554,370	5,554,370	5,554,370	5,554,370
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb	0.84	0.84	0.84	0.84	0.84	0.84	0.84
Copper | Not designated
Hedges of Commodity Risk
Notional | lb	7,394,018	7,394,018	7,394,018	7,394,018	7,394,018	7,394,018	7,394,018
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb	2.54	2.54	2.54	2.54	2.54	2.54	2.54
Platinum | Not designated
Hedges of Commodity Risk
Notional | ozt	8,036	8,036	8,036	8,036	8,036	8,036	8,036
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	996.80	996.80	996.80	996.80	996.80	996.80	996.80
Palladium | Not designated
Hedges of Commodity Risk
Notional | ozt	1,927	1,927	1,927	1,927	1,927	1,927	1,927
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	759.11	759.11	759.11	759.11	759.11	759.11	759.11

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Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Designated
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	$ 8,865	$ 30,489
Liability Derivatives, Fair Value	31,165	24,804
Not designated
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	4,851	4,907
Liability Derivatives, Fair Value	2,412	6,187
Foreign currency forward contracts | Designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	6,909	24,796
Foreign currency forward contracts | Designated | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	1,956	5,693
Foreign currency forward contracts | Designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	23,838	20,990
Foreign currency forward contracts | Designated | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	7,327	3,814
Foreign currency forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	4	2,268
Foreign currency forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	746	2,397
Commodity forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	4,173	2,097
Commodity forward contracts | Not designated | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	674	542
Commodity forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	1,400	2,764
Commodity forward contracts | Not designated | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	$ 266	$ 1,026

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Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Foreign currency forward contracts | Net revenue | Designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss	$ (16,688)	$ (6,929)	$ (56,479)	$ (12,810)
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	(4,075)	2,771	3,678	15,075
Foreign currency forward contracts | Cost of revenue | Designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss	1,614	(6,450)	23,041	(20,319)
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	(1,953)	(4,834)	(13,356)	(14,857)
Foreign currency forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) Recognized in Net Income	(3,865)	(3,827)	(10,542)	(7,912)
Commodity forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) Recognized in Net Income	$ 2,956	$ 1,318	$ 6,439	$ 12,049

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Other, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Other Income and Expenses [Abstract]
Currency remeasurement gain on net monetary assets	$ 3,989	$ 1,707	$ 11,010	$ 550
Loss on foreign currency forward contracts	(3,865)	(3,827)	(10,542)	(7,912)
Gain on commodity forward contracts	2,956	1,318	6,439	12,049
Other	32	76	283	205
Other, net	$ 3,112	$ (726)	$ 7,190	$ 4,892

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Segment Reporting (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) segment	Sep. 30, 2016 USD ($)
Segment Reporting [Abstract]
Number of reporting segments | segment			2
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	$ 819,054	$ 789,798	$ 2,466,199	$ 2,413,892
Profit from operations	140,002	122,808	400,375	364,513
Amortization of intangible assets	(40,317)	(50,562)	(121,578)	(151,572)
Restructuring and special charges	(1,329)	(837)	(18,768)	(3,167)
Interest expense, net	(40,263)	(41,176)	(120,578)	(125,201)
Other, net	3,112	(726)	7,190	4,892
Income before taxes	102,851	80,906	286,987	244,204
Operating segments
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	819,054	789,798	2,466,199	2,413,892
Profit from operations	235,027	222,542	693,402	652,277
Operating segments | Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	603,932	584,650	1,825,904	1,797,395
Profit from operations	162,655	155,228	483,491	453,540
Operating segments | Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	215,122	205,148	640,295	616,497
Profit from operations	72,372	67,314	209,911	198,737
Corporate and other
Reconciliation from Segment Totals to Consolidated [Abstract]
Profit from operations	(53,379)	(48,335)	(152,681)	(133,025)
Segment reconciling items
Reconciliation from Segment Totals to Consolidated [Abstract]
Amortization of intangible assets	(40,317)	(50,562)	(121,578)	(151,572)
Restructuring and special charges	$ (1,329)	$ (837)	$ (18,768)	$ (3,167)

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Net Income per Share - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic weighted-average ordinary shares outstanding (in shares)	171,269	170,840	171,116	170,656
Dilutive effect of stock options (in shares)	618	431	567	504
Dilutive effect of unvested restricted securities (in shares)	358	207	340	199
Diluted weighted-average ordinary shares outstanding (in shares)	172,245	171,478	172,023	171,359

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Net Income per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Anti-dilutive shares excluded
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,584	1,355	1,635	1,418
Contingently issuable shares excluded
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	884	735	783	632