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 March 31, 2018

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 PLC

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________ 

ENGLAND AND WALES	98-1386780
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Interface House, Interface Business Park Bincknoll Lane Royal Wootton Bassett Swindon SN4 8SY United Kingdom	+1 (508) 236 3800
(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 April 13, 2018, 171,572,465 ordinary shares were outstanding.

TABLE OF CONTENTS

PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017	3
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017	4
		Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017	5
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
	Item 4.	Controls and Procedures	27
PART II
	Item 1.	Legal Proceedings	28
	Item 1A.	Risk Factors	28
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
	Item 3.	Defaults Upon Senior Securities	28
	Item 6.	Exhibits	28
		Signatures	29

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

	March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	828,266		$	753,089
Accounts receivable, net of allowances of $13,446 and $12,947 as of March 31, 2018 and December 31, 2017, respectively	627,749			556,541
Inventories	459,699			446,129
Prepaid expenses and other current assets	102,868			92,532
Total current assets	2,018,582			1,848,291
Property, plant and equipment, net	753,965			750,049
Goodwill	3,005,464			3,005,464
Other intangible assets, net of accumulated amortization of $1,802,070 and $1,767,001 as of March 31, 2018 and December 31, 2017, respectively	885,569			920,124
Deferred income tax assets	33,615			33,003
Other assets	85,681			84,594
Total assets	$	6,782,876		$	6,641,525
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt, capital lease and other financing obligations	$	8,178		$	15,720
Accounts payable	350,999			322,671
Income taxes payable	22,313			31,544
Accrued expenses and other current liabilities	284,419			259,560
Total current liabilities	665,909			629,495
Deferred income tax liabilities	341,550			338,228
Pension and other post-retirement benefit obligations	40,007			40,055
Capital lease and other financing obligations, less current portion	27,735			28,739
Long-term debt, net	3,221,676			3,225,810
Other long-term liabilities	35,058			33,572
Total liabilities	4,331,935			4,295,899
Commitments and contingencies (Note 10)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 and 400,000 shares authorized, and 171,419 and 178,437 shares issued, as of March 31, 2018 and December 31, 2017, respectively	2,199			2,289
Treasury shares, at cost, 7,076 shares as of December 31, 2017	—			(288,478		)
Additional paid-in capital	1,668,583			1,663,367
Retained earnings	835,807			1,031,612
Accumulated other comprehensive loss	(55,648		)	(63,164		)
Total shareholders’ equity	2,450,941			2,345,626
Total liabilities and shareholders’ equity	$	6,782,876		$	6,641,525

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

3

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

	For the three months ended
	March 31, 2018			March 31, 2017
Net revenue	$	886,293		$	807,271
Operating costs and expenses:
Cost of revenue	582,457			532,419
Research and development	36,001			31,804
Selling, general and administrative	81,322			70,114
Amortization of intangible assets	35,069			40,258
Restructuring and other charges, net	3,766			11,050
Total operating costs and expenses	738,615			685,645
Profit from operations	147,678			121,626
Interest expense, net	(38,429		)	(40,277		)
Other, net	(4,633		)	4,719
Income before taxes	104,616			86,068
Provision for income taxes	14,126			14,332
Net income	$	90,490		$	71,736
Basic net income per share:	$	0.53		$	0.42
Diluted net income per share:	$	0.52		$	0.42

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

4

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

	For the three months ended
	March 31, 2018		March 31, 2017
Net income	$	90,490	$	71,736
Other comprehensive income, net of tax:
Cash flow hedges	6,539		132
Defined benefit and retiree healthcare plans	977		480
Other comprehensive income	7,516		612
Comprehensive income	$	98,006	$	72,348

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

5

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	For the three months ended
	March 31, 2018			March 31, 2017
Cash flows from operating activities:
Net income	$	90,490		$	71,736
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	27,855			28,795
Amortization of debt issuance costs	1,805			1,857
Share-based compensation	5,090			3,952
Loss on debt financing	2,350			—
Amortization of intangible assets	35,069			40,258
Deferred income taxes	636			3,400
Unrealized loss on hedges and other	8,819			2,120
Changes in operating assets and liabilities:
Accounts receivable, net	(71,208		)	(32,915		)
Inventories	(13,570		)	(17,354		)
Prepaid expenses and other current assets	(2,147		)	(9,643		)
Accounts payable and accrued expenses	47,780			26,704
Income taxes payable	(9,231		)	3,099
Other	(483		)	(2,308		)
Net cash provided by operating activities	123,255			119,701
Cash flows from investing activities:
Additions to property, plant and equipment and capitalized software	(30,938		)	(33,059		)
Proceeds from the sale of assets	—			2,937
Net cash used in investing activities	(30,938		)	(30,122		)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	2,219			2,450
Payments on debt	(11,325		)	(11,122		)
Payments to repurchase ordinary shares	—			(498		)
Payments of debt issuance costs	(5,813		)	(137		)
Other	(2,221		)	—
Net cash used in financing activities	(17,140		)	(9,307		)
Net change in cash and cash equivalents	75,177			80,272
Cash and cash equivalents, beginning of period	753,089			351,428
Cash and cash equivalents, end of period	$	828,266		$	431,700

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

6

SENSATA TECHNOLOGIES HOLDING PLC

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 plc ("Sensata plc"), the successor issuer to Sensata Technologies Holding N.V. ("Sensata N.V."), and its wholly-owned subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

On September 28, 2017, the board of directors of Sensata N.V. unanimously approved a plan to change our location of incorporation from the Netherlands to the United Kingdom (the "U.K."). To effect this change, on February 16, 2018, the shareholders of Sensata N.V. approved a cross-border merger between Sensata N.V. and Sensata plc, a newly formed, public limited company incorporated under the laws of England and Wales, with Sensata plc being the surviving entity (the "Merger").

We received approval of the transaction by the U.K. High Court of Justice, and the Merger was completed on March 28, 2018, on which date Sensata plc became the publicly-traded parent of the subsidiary companies that were previously controlled by Sensata N.V., with no changes made to the business being conducted by us prior to the Merger. Due to the fact that the Merger was a business combination between entities under common control in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations, the assets and liabilities exchanged were accounted for at their carrying values.

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2017 necessarily representative of those actually experienced for the full year 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

All intercompany balances and transactions have been eliminated.

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

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

2. New Accounting Standards

Adopted in the current period

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures.

7

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non–service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non–service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits."

To be adopted in a future period

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02 and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

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

8

3. Inventories

The components of inventories as of March 31, 2018 and December 31, 2017 were as follows:

	March 31, 2018		December 31, 2017
Finished goods	$	192,486	$	195,089
Work-in-process	94,446		92,678
Raw materials	172,767		158,362
Inventories	$	459,699	$	446,129

4. Shareholders' Equity

Prior to the Merger, Sensata NV’s articles of association authorized it to issue up to 400.0 million ordinary shares. However, shareholder approval was required to issue any amount of ordinary shares greater than those issued and outstanding or reserved under its equity plans. Entities incorporated under the laws of England and Wales are limited in the number of shares they can issue to those shares that have been authorized for "allotment" by their shareholders. In connection with the Merger, our board of directors did not ask shareholders to approve an allotment of ordinary shares greater than the total ordinary shares issued and outstanding plus ordinary shares available to be issued under our equity plans, which resulted in an allotment of 177.1 million ordinary shares.

Treasury Shares

Prior to the Merger, ordinary shares repurchased by us were recorded at cost, as treasury shares, and resulted in a reduction of shareholders' equity. We reissued treasury shares as part of our share-based compensation programs. The cost of reissued shares was determined using the first-in, first-out method. During the three months ended March 31, 2018, prior to completion of the Merger, we reissued 0.1 million treasury shares, and as a result, we recognized a reduction in Retained earnings of $0.2 million.

In connection with the Merger, and in accordance with U.K. requirements, all then outstanding treasury shares were cancelled.  Accordingly, we derecognized the total purchase price of these treasury shares, we recognized a reduction to ordinary shares at an amount equal to the total par value of such shares, and we recognized a reduction to Retained earnings at an amount equal to the excess of the total repurchase price over the total par value of the then outstanding treasury shares, or $286.1 million.

Accumulated Other Comprehensive Loss

The following is a roll forward of the components of Accumulated other comprehensive loss for the three months ended March 31, 2018:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance as of December 31, 2017	$	(28,179	)	$	(34,985	)	$	(63,164	)
Other comprehensive (loss)/income before reclassifications, net of tax	(3,275		)	578			(2,697		)
Amounts reclassified from accumulated other comprehensive loss, net of tax	9,814			399			10,213
Other comprehensive income	6,539			977			7,516
Balance as of March 31, 2018	$	(21,640	)	$	(34,008	)	$	(55,648	)

9

The details of the amounts reclassified from Accumulated other comprehensive loss for the three months ended March 31, 2018 and 2017 are as follows:

	Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss						Affected Line in Condensed Consolidated Statements of Operations
	For the three months ended
Component	March 31, 2018			March 31, 2017
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	10,884		$	(5,385	)	Net revenue (1)
Foreign currency forward contracts	826			6,568			Cost of revenue (1)
Foreign currency forward contracts	1,376			—			Other, net (1)
Total, before taxes	13,086			1,183			Income before taxes
Income tax effect	(3,272		)	(295		)	Provision for income taxes
Total, net of taxes	$	9,814		$	888		Net income
Defined benefit and retiree healthcare plans	$	224		$	502		Other, net (2)
Income tax effect	175			(22		)	Provision for income taxes
Total, net of taxes	$	399		$	480		Net income

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

(2) See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.

5. Restructuring and Other Charges, Net

Restructuring and other charges, net for the three months ended March 31, 2018 and 2017 were $3.8 million and $11.1 million, respectively. Restructuring and other charges, net for the three months ended March 31, 2018 consisted primarily of $3.5 million of severance charges related to limited workforce reductions in manufacturing, engineering, and administrative positions as well as the transfer of certain positions to more cost-effective locations. The expected payback period for these actions is approximately two years, and they are expected to generate incremental pre-tax savings of approximately $3 million on an annual basis once fully implemented. Restructuring and other charges, net for the three months ended March 31, 2017 consisted primarily of severance charges recorded in connection with the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST") and severance charges related to the termination of a limited number of employees.

Changes to the severance portion of our restructuring liability during the three months ended March 31, 2018 were as follows:

	Severance
Balance at December 31, 2017	$	7,583
Charges, net of reversals	3,604
Payments	(2,817		)
Impact of changes in foreign currency exchange rates	294
Balance at March 31, 2018	$	8,664

10

6. Debt

Our long-term debt and capital lease and other financing obligations as of March 31, 2018 and December 31, 2017 consisted of the following:

	Maturity Date	March 31, 2018			December 31, 2017
Term Loan	October 14, 2021	$	917,794		$	927,794
4.875% Senior Notes	October 15, 2023	500,000			500,000
5.625% Senior Notes	November 1, 2024	400,000			400,000
5.0% Senior Notes	October 1, 2025	700,000			700,000
6.25% Senior Notes	February 15, 2026	750,000			750,000
Less: discount		(17,233		)	(14,424		)
Less: deferred financing costs		(26,607		)	(27,758		)
Less: current portion		(2,278		)	(9,802		)
Long-term debt, net		$	3,221,676		$	3,225,810
Capital lease and other financing obligations		$	33,635		$	34,657
Less: current portion		(5,900		)	(5,918		)
Capital lease and other financing obligations, less current portion		$	27,735		$	28,739

In connection with the Merger, we paid $5.8 million of creditor fees and related third party costs in order to obtain consents to the transaction from our existing lenders. We applied the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments, in accounting for the amounts paid. As a result, we recorded $3.5 million as an adjustment to the carrying amount of Long term debt, net and a loss of $2.4 million to Other, net.

As of March 31, 2018, there was $415.3 million of availability under our $420.0 million revolving credit facility, net of $4.7 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of March 31, 2018, no amounts had been drawn against these outstanding letters of credit.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of Accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of March 31, 2018 and December 31, 2017, accrued interest totaled $45.8 million and $36.9 million, respectively.

7. Income Taxes

Provision for income taxes for the three months ended March 31, 2018 and 2017 totaled $14.1 million and $14.3 million, respectively. The Provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily due to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses.

On December 22, 2017, President Trump signed into U.S. law the Tax Cuts and Jobs Act of 2017 ("Tax Reform" or "the Act"). FASB ASC Topic 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017.

Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin No.118 ("SAB 118"), which allows registrants to record provisional amounts during a one-year "measurement period" similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. As of March 31, 2018, we have not recorded incremental accounting adjustments related to the Act as we continue to consider interpretations of its application.

11

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 March 31, 2018 and 2017 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	March 31,						March 31,						March 31,						March 31,
	2018			2017			2018			2017			2018			2017			2018			2017
Service cost	$	—		$	—		$	19		$	21		$	831		$	602		$	850		$	623
Interest cost	327			420			70			80			342			249			739			749
Expected return on plan assets	(428		)	(553		)	—			—			(237		)	(221		)	(665		)	(774		)
Amortization of net loss	300			285			—			8			25			71			325			364
Amortization of prior service credit	—			—			(334		)	(333		)	(1		)	(1		)	(335		)	(334		)
Loss on settlement	530			472			—			—			—			—			530			472
Gain on curtailment	—			—			—			—			(296		)	—			(296		)	—
Net periodic benefit cost/(credit)	$	729		$	624		$	(245	)	$	(224	)	$	664		$	700		$	1,148		$	1,100

On January 1, 2018, we adopted the guidance in FASB ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Refer to Note 2, "New Accounting Standards," for further discussion. As a result of this adoption, components of net periodic benefit cost other than service cost in the three months ended March 31, 2017 were reclassified from various operating cost and expense line items to Other, net. The table below presents the effects of this adjustment.

	For the three months ended March 31, 2017
	As reported			ASU No. 2017-07 Adjustment			As Adjusted
Net revenue	$	807,271		$	—		$	807,271
Operating costs and expenses:
Cost of revenue	532,726			(307		)	532,419
Research and development	31,814			(10		)	31,804
Selling, general and administrative	70,274			(160		)	70,114
Amortization of intangible assets	40,258			—			40,258
Restructuring and other charges, net	11,050			—			11,050
Total operating costs and expenses	686,122			(477		)	685,645
Profit from operations	121,149			477			121,626
Interest expense, net	(40,277		)	—			(40,277		)
Other, net	5,196			(477		)	4,719
Income before taxes	$	86,068		$	—		$	86,068

12

9. Share-Based Payment Plans

Share-Based Compensation Expense

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

	For the three months ended
	March 31, 2018		March 31, 2017
Stock options	$	1,289	$	1,425
Restricted securities	3,801		2,527
Share-based compensation expense	$	5,090	$	3,952

Equity Awards

We grant options and restricted stock units ("RSUs") for which vesting is subject only to continued employment and the passage of time. In addition, we grant performance–based options and performance–based restricted stock units ("PRSUs") for which vesting also depends on the attainment of certain performance criteria.

During the three months ended March 31, 2018, we granted 11 RSUs to various executives and employees with a weighted average grant date fair value of $55.81 that will vest between January and February 2021. We did not grant any other equity awards during the three months ended March 31, 2018.

Option Exercises

During the three months ended March 31, 2018, 58 stock options were exercised, all of which were settled with shares reissued from treasury.

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 results of operations, financial position, or cash flows.

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 Topic 820, Fair Value Measurement.

13

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018						December 31, 2017
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Foreign currency forward contracts	$	—	$	12,590	$	—	$	—	$	3,955	$	—
Commodity forward contracts	—		2,906		—		—		6,458		—
Total	$	—	$	15,496	$	—	$	—	$	10,413	$	—
Liabilities
Foreign currency forward contracts	$	—	$	43,317	$	—	$	—	$	40,969	$	—
Commodity forward contracts	—		2,067		—		—		1,104		—
Total	$	—	$	45,384	$	—	$	—	$	42,073	$	—

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2017 and determined that they were not impaired. As of March 31, 2018, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

We periodically re-evaluate the carrying values and estimated useful lives of long-lived assets whenever events or changes in circumstances indicate that the carrying values of these assets may not be recoverable.

On January 1, 2018, we adopted FASB ASU No. 2016-01, which requires that equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) be measured at either fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As it relates to our $50.0 million equity investment in Quanergy, we elected to use the measurement alternative. During the quarter, we noted no observable price changes in orderly transactions for an identical or similar investment of the same issuer, nor did we note any indicators of impairment that would require us to measure the fair value of the asset.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017:

	March 31, 2018								December 31, 2017
	Carrying Value (1)		Fair Value						Carrying Value (1)		Fair Value
			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Liabilities
Term Loan	$	917,794	$	—	$	923,530	$	—	$	927,794	$	—	$	930,114	$	—
4.875% Senior Notes	$	500,000	$	—	$	500,000	$	—	$	500,000	$	—	$	521,875	$	—
5.625% Senior Notes	$	400,000	$	—	$	416,000	$	—	$	400,000	$	—	$	439,000	$	—
5.0% Senior Notes	$	700,000	$	—	$	691,250	$	—	$	700,000	$	—	$	741,125	$	—
6.25% Senior Notes	$	750,000	$	—	$	785,625	$	—	$	750,000	$	—	$	813,750	$	—

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

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

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

14

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 and are intended to offset the effect of exchange rate fluctuations on forecasted sales and certain manufacturing costs. We also have outstanding foreign currency forward contracts, which are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging, that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities.

For the three months ended March 31, 2018 and 2017, amounts excluded from the assessment of effectiveness and the ineffective portion of the changes in the fair value of our foreign currency forward agreements that are designated as cash flows were not material. As of March 31, 2018, we estimate that $27.4 million of net losses will be reclassified from Accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2019.

As of March 31, 2018, we had the following outstanding foreign currency forward contracts:

Notional (in millions)	Effective Date(s)	Maturity Date(s)	Index	Weighted- Average Strike Rate	Hedge Designation
52.0 EUR	March 27, 2018	April 30, 2018	Euro to U.S. Dollar Exchange Rate	1.24 USD	Not designated
403.5 EUR	Various from May 2016 to March 2018	Various from April 2018 to February 2020	Euro to U.S. Dollar Exchange Rate	1.17 USD	Designated
772.0 CNY	March 27, 2018	April 27, 2018	U.S. Dollar to Chinese Renminbi Exchange Rate	6.31 CNY	Not designated
811.0 CNY	Various from October 2017 to January 2018	Various from April to December 2018	U.S. Dollar to Chinese Renminbi Exchange Rate	6.71 CNY	Designated
375.0 JPY	March 28, 2018	April 27, 2018	U.S. Dollar to Japanese Yen Exchange Rate	105.99 JPY	Not designated
617.6 JPY	January 25, 2018	Various from April to December 2018	U.S. Dollar to Japanese Yen Exchange Rate	107.23 JPY	Designated
38,245.5 KRW	Various from May 2016 to March 2018	Various from April 2018 to February 2020	U.S. Dollar to Korean Won Exchange Rate	1,115.52 KRW	Designated
9.9 MYR	Various from May to November 2016	Various from April to October 2018	U.S. Dollar to Malaysian Ringgit Exchange Rate	4.25 MYR	Designated
252.0 MXN	March 27, 2018	April 30, 2018	U.S. Dollar to Mexican Peso Exchange Rate	18.46 MXN	Not designated
2,443.3 MXN	Various from May 2016 to March 2018	Various from April 2018 to February 2020	U.S. Dollar to Mexican Peso Exchange Rate	20.29 MXN	Designated
30.2 GBP	Various from May 2016 to March 2018	Various from April 2018 to February 2020	British Pound Sterling to U.S. Dollar Exchange Rate	1.32 USD	Designated

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

Hedges of Commodity Risk

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

15

We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of March 31, 2018:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	1,091,710 troy oz.	April 2018 - February 2020	$17.68
Gold	12,410 troy oz.	April 2018 - February 2020	$1,311.87
Nickel	274,872 pounds	April 2018 - February 2020	$5.18
Aluminum	5,552,122 pounds	April 2018 - February 2020	$0.92
Copper	7,407,223 pounds	April 2018 - February 2020	$2.87
Platinum	7,807 troy oz.	April 2018 - February 2020	$988.64
Palladium	1,967 troy oz.	April 2018 - February 2020	$877.97

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

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	March 31, 2018		December 31, 2017		Balance Sheet Location	March 31, 2018		December 31, 2017
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	10,435	$	3,576	Accrued expenses and other current liabilities	$	37,636	$	32,806
Foreign currency forward contracts	Other assets	1,697		373		Other long-term liabilities	5,329		6,881
Total		$	12,132	$	3,949		$	42,965	$	39,687
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	2,662	$	5,403	Accrued expenses and other current liabilities	$	1,600	$	1,006
Commodity forward contracts	Other assets	244		1,055		Other long-term liabilities	467		98
Foreign currency forward contracts	Prepaid expenses and other current assets	458		6		Accrued expenses and other current liabilities	352		1,282
Total		$	3,364	$	6,464		$	2,419	$	2,386

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

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	March 31, 2018			March 31, 2017				March 31, 2018			March 31, 2017
Foreign currency forward contracts	$	(17,838	)	$	(13,311	)	Net revenue	$	(10,884	)	$	5,385
Foreign currency forward contracts	$	13,471		$	12,303		Cost of revenue	$	(826	)	$	(6,568	)
Foreign currency forward contracts	$	—		$	—		Other, net	$	(1,376	)	$	—

16

Derivatives not designated as hedging instruments	Amount of (Loss)/Gain Recognized in Net Income						Location of (Loss)/Gain Recognized in Net Income
	March 31, 2018			March 31, 2017
Commodity forward contracts	$	(3,195	)	$	5,440		Other, net
Foreign currency forward contracts	$	(4,950	)	$	(2,536	)	Other, net

Credit Risk Related Contingent Features

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

As of March 31, 2018, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $45.6 million. As of March 31, 2018, we have 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 for the three months ended March 31, 2018 and 2017:

	For the three months ended
	March 31, 2018			March 31, 2017
Currency remeasurement gain on net monetary assets	$	6,748		$	2,191
Loss on foreign currency forward contracts	(6,326		)	(2,536		)
(Loss)/gain on commodity forward contracts	(3,195		)	5,440
Loss on debt financing	(2,350		)	—
Net periodic benefit cost, excluding service component (1)	(298		)	(477		)
Other	788			101
Other, net	$	(4,633	)	$	4,719

(1) On January 1, 2018, we adopted FASB ASU No. 2017-07, which requires the service cost component and other components of net periodic benefit cost to be presented separately on the consolidated statements of operations. Refer to Note 2, "New Accounting Standards," for additional details.

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.

An operating segment’s performance is primarily evaluated based on Segment profit, which excludes amortization expense, Restructuring and other charges, net, and certain corporate costs/credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. In addition, an operating segment’s performance excludes results from discontinued operations, if any. Corporate costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources. We believe that Segment profit, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, profit from operations or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies," included in our Annual Report on Form 10-K for the year ended December 31, 2017.

17

The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three months ended March 31, 2018 and 2017:

	For the three months ended
	March 31, 2018			March 31, 2017
Net revenue:
Performance Sensing	$	662,829		$	600,143
Sensing Solutions	223,464			207,128
Total net revenue	$	886,293		$	807,271
Segment profit (as defined above):
Performance Sensing	$	169,410		$	151,736
Sensing Solutions	71,884			67,438
Total segment profit	241,294			219,174
Corporate and other	(54,781		)	(46,240		)
Amortization of intangible assets	(35,069		)	(40,258		)
Restructuring and other charges, net	(3,766		)	(11,050		)
Profit from operations	147,678			121,626
Interest expense, net	(38,429		)	(40,277		)
Other, net	(4,633		)	4,719
Income before taxes	$	104,616		$	86,068

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 months ended March 31, 2018 and 2017, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows:

	For the three months ended
	March 31, 2018	March 31, 2017
Basic weighted-average ordinary shares outstanding	171,404	170,947
Dilutive effect of stock options	926	567
Dilutive effect of unvested restricted securities	526	391
Diluted weighted-average ordinary shares outstanding	172,856	171,905

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

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

	For the three months ended
	March 31, 2018	March 31, 2017
Anti-dilutive shares excluded	709	1,280
Contingently issuable shares excluded	787	517

16. Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration the entity expects to be entitled to in exchange for

18

those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method.

For the three months ended March 31, 2018 and 2017, the vast majority of our revenue was derived from the sale of tangible products for which we recognize revenue at a point in time. The contracts that relate to these product shipments are purchase orders that have firm purchase commitments generally only for a short period of time. As a result, the adoption of FASB ASC Topic 606 did not have a material effect on our financial statements or results of operations, and no cumulative catch-up adjustment was required. We used the related practical expedients that allow us to not disclose the transaction price allocated to remaining unsatisfied obligations and an explanation of when we expect to recognize the related revenue. In adopting FASB ASC Topic 606, we applied the new guidance only to contracts that were not completed on January 1, 2018.

The following table presents revenue by segment, further disaggregated by end-market:

	For the three months ended March 31, 2018
	Performance Sensing		Sensing Solutions		Total
Automotive	$	529,793	$	13,856	$	543,649
HVOR	133,036		—		133,036
Appliance and HVAC	—		54,317		54,317
Industrial	—		82,385		82,385
Aerospace	—		41,706		41,706
Other	—		31,200		31,200
Total	$	662,829	$	223,464	$	886,293

Performance Obligations

Our revenue and related cost of revenue are primarily the result of promises to transfer products to our customers. Revenue is recognized when our performance obligation has been met, which is generally when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement.

Product sales are recorded net of value-added tax and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our net revenue and have been within our estimates. Product sales are recorded net of variable consideration, such as trade discounts (including volume and early payment incentives) and sales returns.

Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which, depending on the product, generally exists for a period of twelve to eighteen months after the date we ship the product to our customer or for a period of twelve months after the date the customer resells our product, whichever comes first. We do not offer separately priced extended warranty or product maintenance contracts. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit.

We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes, or other laws, would imply various warranties and restrict limitations on liability.

Payment for products is due in accordance with the terms agreed upon with customers, generally within 90 days of shipment to the customer. Accordingly, our contracts with customers do not include a significant financing component.

Contract Assets and Liabilities

We generally invoice the customer and recognize revenue once we have satisfied our performance obligation. Accordingly, our contract assets comprise accounts receivable. In certain cases, we receive payment by customers related to our promise to satisfy performance obligations in the future. Such payments are recorded as contract liabilities, which are not material.

19

Cautionary Statements Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q, including any document incorporated by reference herein, includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements also relate to our future prospects, developments, and business strategies. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," and similar terms or phrases, or the negative of such terminology, including references to assumptions. However, these terms are not the exclusive means of identifying such statements.

Forward-looking statements contained herein, or in other statements made by us, are made based on management’s expectations and beliefs concerning future events impacting us. These statements are subject to uncertainties and other important factors relating to our operations and business environment, which are difficult to predict and, oftentimes, beyond our control, and could cause our actual results to differ materially from those matters expressed or implied by forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurances that any of the events anticipated by these forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

We believe that the following important factors, among others (including those described in Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 1, 2018), could affect our future performance and the liquidity and value of our securities and cause our actual results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf:

• instability and changes in the global markets, including regulatory, political, economic, and military matters;

• changes to current policies, such as trade tariffs, by the U.S. government;

• adverse conditions in the automotive industry;

• competition in our industry;

• pressure from customers to reduce prices;

• supplier interruption or non-performance limiting our access to manufactured components or raw materials;

• business disruptions due to natural disasters or other disasters outside our control;

• labor disruptions or increased labor costs;

• difficulties or failures to integrate businesses we acquire;

• disruptions from any future acquisitions dispositions, joint ventures, collaborative arrangements, or other investments that either require significant resources, result in significant unanticipated losses, costs, or liabilities, or a combination thereof;

• market acceptance of new product introductions and product innovations;

• changes to, or our inability to comply with, various regulations, including tax laws, import/export regulations, anti-bribery laws, environmental and safety laws, and other governmental regulations;

• foreign currency risks, changes in socio-economic conditions, or changes to monetary and fiscal policies, including as a result of the impending exit of the U.K. from the European Union;

• losses and costs as a result of intellectual property, product liability, warranty, and recall claims that may be brought against us;

• taxing authorities challenging our historical and future tax positions or our allocation of taxable income among our subsidiaries;

• our level of indebtedness, or our inability to meet debt service obligations or comply with the covenants contained in the credit agreement and indentures; and

• security breaches and other disruptions to our information technology infrastructure.

All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. We urge readers to review carefully the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2017 and in the other documents that we file with the U.S. Securities and Exchange Commission. You can read these documents at www.sec.gov or on our website at www.sensata.com.

20

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

The following discussion and analysis 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, 2017, filed with the U.S. Securities and Exchange Commission on February 1, 2018, 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 table below presents our results of operations, in millions of dollars and as a percentage of net revenue, for the three months ended March 31, 2018 compared to the three months ended March 31, 2017. 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 sum due to the effect of rounding.

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

	For the three months ended
	March 31, 2018					March 31, 2017
($ in millions)	Amount			Percent of Net Revenue		Amount			Percent of Net Revenue
Net revenue:
Performance Sensing	$	662.8		74.8	%	$	600.1		74.3	%
Sensing Solutions	223.5			25.2		207.1			25.7
Net revenue	886.3			100.0		807.3			100.0
Operating costs and expenses:
Cost of revenue	582.5			65.7		532.4			66.0
Research and development	36.0			4.1		31.8			3.9
Selling, general and administrative	81.3			9.2		70.1			8.7
Amortization of intangible assets	35.1			4.0		40.3			5.0
Restructuring and other charges, net	3.8			0.4		11.1			1.4
Total operating costs and expenses	738.6			83.3		685.6			84.9
Profit from operations	147.7			16.7		121.6			15.1
Interest expense, net	(38.4		)	(4.3	)	(40.3		)	(5.0	)
Other, net	(4.6		)	(0.5	)	4.7			0.6
Income before taxes	104.6			11.8		86.1			10.7
Provision for income taxes	14.1			1.6		14.3			1.8
Net income	$	90.5		10.2	%	$	71.7		8.9	%

Net revenue

Net revenue for the three months ended March 31, 2018 increased $79.0 million, or 9.8%, to $886.3 million from $807.3 million for the three months ended March 31, 2017. This increase in net revenue was composed of a 10.4% increase in Performance Sensing and a 7.9% increase in Sensing Solutions. Excluding a 3.4% increase due to changes in foreign currency exchange rates, primarily the Euro and Chinese Renminbi, organic revenue growth was 6.4% when compared to the three months ended March 31, 2017. 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 March 31, 2018 increased $62.7 million, or 10.4%, to $662.8 million from $600.1 million for the three months ended March 31, 2017. Excluding a 4.0% increase due to changes in foreign currency exchange rates, primarily the Euro and Chinese Renminbi, organic revenue growth was 6.4% when compared to the three months ended March 31, 2017. This organic revenue growth was primarily driven by growth in our automotive business, largely due to content growth, as well as market and content growth in the on-road truck markets in North America and Europe, and market growth in the construction end-market. China was the largest geographic contributor to our automotive growth.

Sensing Solutions net revenue for the three months ended March 31, 2018 increased $16.3 million, or 7.9%, to $223.5 million from $207.1 million for the three months ended March 31, 2017. Excluding a 1.6% increase due to changes in foreign currency

21

exchange rates, largely related to the Chinese Renminbi and Euro, organic revenue growth was 6.3% when compared to the three months ended March 31, 2017. Organic revenue growth in Sensing Solutions was primarily due to market strength across all of our key end-markets, particularly in Asia and the Americas.

Cost of revenue

Cost of revenue for the three months ended March 31, 2018 and 2017 was $582.5 million (65.7% of net revenue) and $532.4 million (66.0% of net revenue), respectively. Cost of revenue decreased as a percentage of net revenue primarily due to improved operating efficiencies and synergies from the continued integration of acquired businesses, partially offset by the negative impact of foreign currency exchange rates and higher integration costs.

Research and development expense

Research and development ("R&D") expense for the three months ended March 31, 2018 and 2017 was $36.0 million and $31.8 million, respectively. R&D expense increased primarily due to increased design and development effort to support accelerated new business wins and an increase in foreign exchange rates. 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 March 31, 2018 and 2017 was $81.3 million and $70.1 million, respectively. SG&A increased primarily due to the impact of foreign exchange rates, costs related to the Merger, higher selling costs, and share-based compensation expense. 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 March 31, 2018 and 2017 was $35.1 million and $40.3 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. Accordingly, the decrease in amortization expense is due to the effect of the economic benefit method.

Restructuring and other charges, net

Restructuring and other charges, net for the three months ended March 31, 2018 and 2017 were $3.8 million and $11.1 million, respectively. For the three months ended March 31, 2018, Restructuring and other charges, net consisted primarily of $3.5 million of severance charges related to limited workforce reductions in manufacturing, engineering, and administrative positions as well as the transfer of certain positions to more cost-effective locations. The expected payback period for these actions is approximately two years, and they are expected to generate incremental pre-tax savings of approximately $3 million on an annual basis once fully implemented. Restructuring and other charges, net for the three months ended March 31, 2017 consisted primarily of severance charges recorded in connection with the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST") and the termination of a limited number of employees.

Interest expense, net

Interest expense, net for the three months ended March 31, 2018 and 2017 was $38.4 million and $40.3 million, respectively. The reduction in interest expense, net relates primarily to higher interest income due to increasing cash balances.

Other, net

Other, net for the three months ended March 31, 2018 and 2017 represented a $(4.6) million net loss and a $4.7 million net gain, respectively. The change in Other, net relates primarily to fluctuations in foreign currency exchange rates, net of any offsetting hedge gain or loss, fluctuations in commodity prices relative to the strike prices on outstanding forward contracts, and a $(2.5) million loss recognized in connection with obtaining creditor consents prior to completing the Merger. Refer to Note 13, "Other, Net," of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form

22

10-Q for a detail of the components of Other, net. Refer to Note 6, "Debt," of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion summarizing the losses related to obtaining the creditor consents.

Provision for income taxes

Provision for income taxes for the three months ended March 31, 2018 and 2017 was $14.1 million and $14.3 million, respectively. The provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions as well as withholding taxes on interest and royalty income, and deferred tax expense, which represents 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, and prospective changes in U.S. tax rates due to newly enacted legislation.

On December 22, 2017, President Trump signed into U.S. law the Tax Cuts and Jobs Act of 2017 ("Tax Reform" or "the Act"). Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017.

Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin No.118 ("SAB 118"), which allows registrants to record provisional amounts during a one-year "measurement period" similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. As of March 31, 2018, we have not recorded incremental accounting adjustments related to the Act as we continue to consider interpretations of its application.

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, net of related hedges, between the current and prior year periods.

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 as well as 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 the reported percentage change in net income calculated 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 $828.3 million and $753.1 million at March 31, 2018 and December 31, 2017, respectively, of which $304.6 million and $260.9 million, respectively, was held in the Netherlands, $14.0 million and $13.7 million, respectively, was held in the United Kingdom, $11.1 million and $9.0 million, respectively, was held by U.S. subsidiaries, and $498.6 million and $469.5 million, respectively, was held by other foreign subsidiaries. The amount of cash and cash equivalents held in the Netherlands, United Kingdom 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.

23

Cash Flows:

The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2018 and 2017. 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 sum due to the effect of rounding.

	For the three months ended
(in millions)	March 31, 2018			March 31, 2017
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items	$	172.1		$	152.1
Changes in operating assets and liabilities, net of effects of acquisitions	(48.9		)	(32.4		)
Operating activities	123.3			119.7
Investing activities	(30.9		)	(30.1		)
Financing activities	(17.1		)	(9.3		)
Net change	$	75.2		$	80.3

Operating activities. Net cash provided by operating activities for the three months ended March 31, 2018 and 2017 was $123.3 million and $119.7 million, respectively. The increase in cash provided by operating activities relates primarily to improved operating profitability, partially offset by higher cash paid related to severance obligations and timing of customer receipts and supplier payments.

Investing activities. Net cash used in investing activities for the three months ended March 31, 2018 and 2017 was $30.9 million and $30.1 million, respectively, which included $30.9 million and $33.1 million, respectively, in capital expenditures. In 2018, we anticipate capital expenditures of approximately $150 million to $160 million, which we expect to be funded from net cash provided by operating activities.

Financing activities. Net cash used in financing activities for the three months ended March 31, 2018 and 2017 was $17.1 million and $9.3 million, respectively, which included $11.3 million and $11.1 million, respectively, in payments on debt. The three months ended March 31, 2018 also included $5.8 million of payments of creditor fees and related third party costs in order to obtain consents to the Merger from our existing lenders.

Indebtedness and Liquidity:

Our liquidity requirements are significant due to our highly leveraged nature. As of March 31, 2018, we had $3,301.4 million in gross indebtedness, which includes capital lease and other financing obligations and excludes debt discounts and deferred financing costs.

A summary of our indebtedness as of March 31, 2018 is as follows:

(in thousands)	Maturity Date	March 31, 2018
Term Loan	October 14, 2021	$	917,794
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		(17,233		)
Less: deferred financing costs		(26,607		)
Less: current portion		(2,278		)
Long-term debt, net		$	3,221,676
Capital lease and other financing obligations		$	33,635
Less: current portion		(5,900		)
Capital lease and other financing obligations, less current portion		$	27,735

24

As of March 31, 2018, 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 March 31, 2018, no amounts had been drawn against these outstanding letters of credit, which are scheduled to expire on various dates in 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. Pursuant to the Eighth Amendment, the Accordion was increased from $230.0 million to $1,000.0 million, all of which remained available for issuance as of as of March 31, 2018.

We believe, based on our current level of operations as reflected in our results of operations for the three months ended March 31, 2018, 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.

Upon completion of the Merger, the $250.0 million share repurchase program authorized by the Board of Sensata NV lapsed, and our ability to repurchase shares as a company incorporated in England and Wales became contingent upon the completion of certain court proceedings in the United Kingdom. In addition, we are seeking renewed shareholder approval to repurchase shares at our 2018 Annual General Meeting of Shareholders to be held on May 31, 2018. We expect the court proceedings in the United Kingdom to be completed in the second quarter of 2018.

The Credit Agreement stipulates certain events and conditions that may require us to use excess cash flow, as defined by the terms of the Credit Agreement, generated by operating, investing, or financing activities, to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the three months ended March 31, 2018.

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 April 20, 2018, 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. Any future downgrades to STBV's credit ratings may increase our borrowing costs, but will not reduce availability under 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, 2017.

As of March 31, 2018, we were in compliance with all covenants and default provisions under our credit arrangements.

Recently Issued Accounting Pronouncements

Adopted in the current period

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures.

25

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non-service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non-service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits."

To be adopted in a future period

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02, and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

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

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, 2017.

26

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

No significant changes to our market risk have occurred since December 31, 2017. 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, 2017.

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 March 31, 2018. 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 March 31, 2018, 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 three months ended March 31, 2018 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.

27

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, 2017, 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 results 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, 2017. There have been no changes to the risk factors disclosed therein.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 6. Exhibits.

Exhibit No.	Description
2.1	Merger Proposal by the boards of directors of Sensata Technologies Holding N.V. and Sensata Technologies Holding plc (incorporated by reference to Annex A to the registration statement on Form S-4/A (File No. 333-220735) filed by Sensata Technologies Holding plc on December 22, 2017).
3.1	Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 28, 2018 (File No. 001-34652)).
10.1	Sensata Technologies Holding plc Second Amended and Restated 2006 Management Option Plan (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 28, 2018 (File No. 001-34652)).
10.2	Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 28, 2018 (File No. 001-34652)).
10.3	Employment Agreement, dated January 26, 2017, between Sensata Technologies Germany GmbH and Paul Chawla.†*
10.4	Amendment to Employment Agreement, dated January 13, 2018, between Sensata Technologies Germany GmbH and Paul Chawla.†*
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 March 31, 2018, 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

†    Indicates management contract or compensatory plan, contract, or arrangement

28

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: April 24, 2018

SENSATA TECHNOLOGIES HOLDING PLC

/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)

29

EX-10.3

MANAGING DIRECTOR SERVICE AGREEMENT

between

Sensata Technologies Germany GmbH,

represented by the shareholders' meeting, this in return represented by

Mr Gerrit H. Ensing,

JohannstraBe 37,

40489 Dusseldorf, Germany

hereinafter referred to as the "Company"

and

Mr. Paul Chawla,

Sonnenacker 54,

40489 Dusseldorf, Germany

hereinafter also referred to as the "Managing Director"

Company and Managing Director hereinafter collectively referred to as the "Parties"

and individually as the "Party"

Preamble

Mr. Chawla has been appointed as Managing Director of the Company by resolution of the shareholders' meeting of the Company dated November 16, 2015 with effect from November 16, 2015. In order to establish the contractual rights and obligations of the Parties by cancelling any possible existing contractual agreements (especially the employment contract dated April 16, 2014), the Parties enter into the following Managing Director Service Agreement:

1. Duties

1.1 Mr. Chawla is appointed as managing director of the Company. He also holds the function “Senior Vice President”.

1.2 In addition, Mr. Chawla also acts as statutory representative (managing director) of Sensata Technologies Holland BV.

He holds the function “Performance Sensing Automotive Manager” with Schrader Electronics Ltd.

1.3 The Managing Director shall perform his duties in accordance with the law, the Articles of Association of the Company, the Management Rules of the Company and the directions of the competent Company bodies, in particular any instructions given by the shareholders’ meeting, as well as in accordance with this Managing Director Service Agreement, but otherwise independently and on his own authority.

1.4 The Managing Director reports to the Executive Vice President, Performance Sensing and Chief Technology Officer of Sensata Technologies Inc. or such other person designated by the Company’s shareholders’ meeting.

1.5 The managing Director represents the Company in court and out of court. Vis-à-vis the employees he shall take up the rights and obligations as employer on behalf of the Company in the sense of the employment and social law regulations.

1.6 The Company may at any time appoint additional managing directors, remove managing directors from office, change both the power of attorney and the power of management of all or of individual managing directors, or reorganize the internal allocation of responsibilities among the managing directors.

The shareholders’ meeting is entitled to enact rules of procedure which may contain detailed regulations on the management and particularly consent requirements of the shareholders’ meeting and/or the other managing directors of the Company. The shareholders’ meeting is entitled to modify the rules of procedure from time to time.

1.7 The Managing Director shall without any additional remuneration also accept positions or offices in companies affiliated with the Company (sec. 15 of the German Stock Companies Act (Aktiengesetz, AktG)).

At present, the Managing Director also acts as statutory representative (managing director) of Sensata Technologies Holland BV and with Schrader Electronics Ltd. As “Performance Sensing Automotive Manager”.

The Managing Director also is a member of the Senior leadership team for Sensata Technologies Inc.

1.8 With a view to such positions and services, the regulations of this Managing Director Service Agreement shall apply analogously, unless agreed otherwise in writing. Moreover, the Managing Director shall comply with the provisions under the Articles of Association of the respective company as well as its rules of procedure in case such exist and any instructions given by the shareholders’ meeting or any other competent company body as set out in the Articles of Association of the Company.

1.9 Upon the Company’s request, the Managing Director shall also accept positions or offices in associations and professional or other organizations of which the Company or an affiliated company is a member. The Managing Director shall transfer to the Company any remuneration or allowances he receives from third parties in this respect. Upon the Company’s request, the Managing Director shall resign from any position or office accepted and/or he shall do his utmost to ensure that the persons nominated by the Company shall succeed him in the positions or offices.

1.10 The Company reserves the right to assign to the Managing Director at any time any equivalent area of work or responsibility within the board of managers in consideration of his abilities and qualifications.

2. Business Actions Requiring Approval

The scope of potential actions and transactions that require approval will be defined by the shareholders’ assembly and can be extended, reduced, amended or entirely removed at any time.

3. Scope and Place of Service

3.1 The Managing Director shall devote all his working capacity, knowledge and skills into the services of the Company as well as of company/companies mentioned in ciph. 1.7, respectively affiliated companies of the Company, if appropriate.

3.2 He shall be able to schedule his working hours subject to business requirements.

3.3 The Managing Director’s place of service is the seat of the Company in Dusseldorf.

If demanded by the Company’s interest, the Managing Director will fulfill his duties at other locations as well. The activity requires frequent business travels.

4. Side and other Activities

The acceptance, for or without compensation, of any side activity or any honorary duty or office in supervisory or advisory boards or similar offices as well as the direct or indirect participation in other companies will require the prior written consent of the competent Company bodies. The consent shall be granted if the acceptance of an activity or office or the participation in other companies affects neither the Managing Director’s working capacity and time nor the Company’s legitimate interests. The consent may be revoked if the conditions for the granting of the consent are no longer fulfilled. When exercising the right of revocation, the Managing Director’s legitimate interests shall be taken into consideration. Shareholdings of less than 1% of the share capital of publicly traded companies held by the Managing Director do not require the Company’s consent.

5. Remuneration

5.1 The Managing Director shall receive an annual fixed salary in the gross amount of EUR 244,444.44 payable in twelve (12) installments of EUR 20,370.37.

5.2 The fixed salary as stipulated in ciph. 5.1 hereinabove shall be annually - prior to the start of the new business year - reviewed and adjusted at the Company’s discretion by the shareholders’ meeting subject to the economic situation of the Company, the Managing Director’s performance as well as the regular depreciation of money.

5.3 The fixed salary as agreed in ciph. 5.1 also compensates for any activities of the Managing Director outside the usual working hours.

5.4 The Managing Director is entitled to participate in the Company’s Executive Bonus Plan, according to which the claim for the payment of a bonus depends on the Company’s and individual performance. It is intended to define a target bonus of 65% of the annual base gross salary stipulated in ciph. 5.1, vacation and Christmas allowance in ciph. 5.7 given a target achievement of 100%.

Further details are provided in the Executive Bonus Plan and will be determined by the annual goal setting, with metrics and pay out scale provided.

5.5 The Managing Director is eligible to participate in the Company’s Equity Incentive Plan, which will be specified by annual goal settings, with metrics and pay out scale provided. Details of the Company’s Equity Incentive Plan are outlined in the company policy “Long Term Incentive Compensation”.

5.6 The Company pays the employer’s social security contributions as far as the Managing Director is subject to the mandatory social security contributions. The Company grants the Managing Director - in case he agreed to a private health insurance - a contribution to the private health insurance in the amount of the employer’s contribution applicable in case of the statutory health insurance. The amount is limited to half of the total amount the Managing Director expends for the private health insurance. Moreover, the contribution shall be limited as applicable in accordance with the statutory health insurance and other employer’s contribution under the Social Security Code Vol. 5 (Funftes Sozialgesetzbuch).

5.7 In order to reward company loyalty (Betriebstreue) and as an incentive for future company loyalty, the Managing Director is entitled to vacation allowance amounting to 50% of his gross monthly fixed salary once a calendar year, which can be calculated based on ciph. 5.1., currently EUR 10,185.19 gross. The vacation allowance will be paid together with the June salary.

Based on the same reason, the Managing Director is entitled to Christmas allowance in the amount of one gross monthly salary once a calendar year, which can be calculated based on ciph. 5.1, currently EUR 20,370.37 gross. The Christmas allowance will be paid together with the November salary.

The entitlement for the vacation and Christmas allowance is conditional to an existing and not terminated Managing Director Service Agreement on December 31 of the relevant calendar year and the entitlement will not arise if a termination agreement is concluded.

The holiday or Christmas allowance will not be paid (neither entirely nor pro rata temporis) or has to be repaid if the Managing Director resigns on December 31 of the current calendar year or on an earlier date from the Managing Director Service Agreement, unless the Managing Director service ends due to reasons the Managing Director is not responsible for.

5.8 No fringe benefits or allowances shall be paid to the Managing Director other than expressly provided for under

this Managing Director Service Agreement or granted upon express written promise by the Company.

5.9 Possible payments of bonuses, premiums, fringe benefits or any other allowances not provided expressly in this Managing Director Service Agreement shall be made voluntarily only. Even repeated payments of such benefits shall not confer any right or claim for continued payment thereof in future.

5.10 The Company reimburses the real expenses of the Managing Director for tuition of his children up to a total maximum of EUR 60,000.00 per school year for the school years 2016-2017, 2017-2018, and 2018-2019 in so far as these expenses can be proved by receipts and invoices.

6. Mobile Phone/Laptop

The Company provides the Managing Director with a mobile phone as well as a laptop to be used for business and private purposes. Potential income tax in connection with the provision of the mobile phone and the laptop are to be borne by the Managing Director.

7. Remuneration in the Event of Incapacity

7.1 In each case of unforeseen absence from the Company, the Managing Director shall inform the Company thereof without undue delay as well as of the reason and the probable duration of his absence. The Managing Director shall simultaneously draw the Company’s attention to any pressing tasks which need to be dealt with urgently.

7.2 Should inability to work due to sickness or accident last longer than three calendar days, the Managing Director shall submit a medical certificate regarding his inability to work and stating the probable duration of such condition by no later than the working day following the third calendar day. The Company is entitled to demand submission of the certificate of inability to work at an earlier date.

7.3 In the case of temporary incapacity of the Managing Director to provide services due to illness or any other reason beyond his control, the Company shall continue to pay the Managing Director the remuneration hereunder for six (6) weeks, provided that this Managing Director Service Agreement does not end earlier.

8. Reimbursement of Expenses

The Company shall reimburse the Managing Director for all reasonable and properly evidenced and reported expenses incurred by him in the curse of performing his duties, especially traveling costs.

9. Company Car

9.1 For business purposes, the Company shall make available to the Managing Director a Company car (Audi A7, 3.0TDII, gross monthly leasing rate EUR 1,239.11 or equivalent car class and leasing price, 40,000km/per year). The respective costs (tax, insurance, gas, service fees, etc.) shall be borne by the Company.

9.2 The Managing Director may use the company car for private purposes. He shall bear the taxes on the private use.

9.3 The Managing Director is obliged to take care of the company car and is responsible for the proper use of the company car. He is obliged to ensure that the company car is kept in an operational and roadworthy condition. Outstanding inspections are to be initiated immediately.

9.4 The supply of the company car to a third party within the scope of the right of private use is prohibited, This does not apply to the Managing Director’s wife and children living in the Managing Director’s home, provided they hold the relevant driver’s license.

9.5 The Company reserves the right to unilaterally revoke the right to use the company car for both business and private purposes at its reasonably exercised discretion for factual reasons with ten (10) days’ notice, at the earliest, however, upon expiry of the current month. Factual reasons are in particular:

i. irrevocable release from the obligation to perform work, particularly after termination of the Managing Director’s Service Agreement,

ii. inability to work due to illness for a period exceeding 6 weeks,

iii. suspension of the Managing Director’s Service Relationship for other reasons,

iv. suspension or withdrawal of the driving license or if a ban or driving a vehicle is imposed,

v. if the Managing Director undertakes a new position within the Company for the exercise of which a company car is not required.

The right of revocation is only applicable in case the benefit in kind of the use of the company car does not exceed 25% of the Managing Director’s total remuneration. In case of the justified exercise of the right of revocation by the Company, the Managing Director shall not be entitled to raise compensation claims for damages or compensation for the loss of use.

In case the Company demands the return of the company car, the company car has to be returned to the Company’s seat in proper condition and with all relevant documentation and keys. A right of retention does not exist.

9.6 In case of termination of this Managing Director Service Agreement, the Managing Director shall return the company car at the Company’s seat at the termination date in proper condition and with all documents and keys. Any right of retention is excluded.

9.7 Apart from and notwithstanding afore regulations, the provisions under the Company’s company car policy 10026 shall apply.

10. Company Pension

The Managing Director will be eligible to an operational pension scheme in its current version.

11. Group Accident Insurance

The Company takes out an accident insurance for the Employee which covers occupational accidents and accidents during his free time with the following limit of liability:

Death:        EUR 150,000.00

Disability:    EUR 315,000.00

12. Travel Insurance

The Company takes out a business travel insurance for the Managing Director which covers the risks during business trips.

13. Vacation

13.1 The Managing Director is entitled to an annual vacation of 30 working days.

In case the Managing Director starts his services on the basis of this Managing Director Service Agreement within a calendar year or this Managing Director Service Agreement terminates within a calendar year, the Managing Director shall only be entitled to the annual vacation on a pro rata temporis basis for the respective calendar year.

13.2 He shall schedule this vacation after consultation with any co-managing directors or the competent Company bodies taking the interests of the Company into consideration.

13.3 Vacation not taken within three months after the end of ta calendar year shall be forfeited without any right of compensation unless otherwise agreed in writing.

14. Secrecy

14.1 The Managing Director is obliged to maintain strict confidentiality with regard to all confidential matters, notably trade and business secrets of the Company and its associated companies in the sense of §18 Public Companies Act (Aktiengesetz, AktG) as well as any other commercial, financial or technical information relating to the business of the Company, of any associated company or of any contractual partner of the Company. He will not disclose these confidential matters to any third person by whatever way or medium. Furthermore, the

Managing Director will not utilize any confidential information for his own benefit or for the benefit of any third party. These obligations shall also apply after the end of the Employment Contract. These obligations shall not apply in respect of any information which he is required to disclose by law vis-à-vis specific persons/authorities.

14.2 All documents relating to the Company or its associated companies, notably all notes, specifications for quotations and/or contracts, drawings, minutes, reports, correspondence and similar documents (as well as all copies or other reproductions thereof, including in electronic form), and items (e.g. mobile phone, laptop, identity cards, etc.) and data carriers/data with which the Managing Director has been provided for work purposes must be handled with care. They may be used, copied or removed from Company premises other than for business purposes only with the Company’s prior written consent.

14.3 The Managing Director shall, without prior solicitation upon termination of the Managing Director Contract or in the event of an irrevocable release from the working activities, and upon request during the term of the Managing Director Service Agreement, return to the Company all documents, items and data carriers in his possession which are specified in ciph. 14.2. The same applies analogously to nonphysical information and materials such as computer programs or other data. The Managing Director is not permitted to retain backup copies.

14.4 The Managing Director acknowledges that the items, documents and data carriers/data specified in ciph. 14.2 and 14.3 are in the sole property of the Company or its associated companies. The Managing Director has no right of retention.

14.5 The Managing Director shall, without prior solicitation upon termination of the Managing Director Service Agreement or in the event of an irrevocable release from the working activities, and upon request during the term of the Management Director Service Agreement, inform the Company about all passwords, write protect codes and access codes or similar codes to all computers, laptops, mobile phones and other devices of the Company used by the Managing Director for business purposes. The Managing Director has no right of retention.

15. Contractual Prohibition of Competition

The Managing Director shall not enter into competition with the Company and its affiliated companies for the duration of this Managing Director Service Agreement; in particular, he shall not accept a direct or indirect holding in a company which directly or indirectly competes with the Company nor shall he establish such a competing company or be involved with such establishment or be active for such a competing company in a self-employed manner, as a dependent Managing Director or in any other way (contractual non-compete obligation). Exceptions to this are small holdings (max. 3 %) in limited liability companies which are listed on a stock exchange.

16. Term and Termination of the Service Agreement and of the Office

16.1 This Managing Director Service Agreement shall become effective as of December 1, 2016 and is concluded for an unlimited term.

16.2 This Managing Director Service Agreement can be terminated by either Party by giving notice with a notice period of one (1) months with effect as of the end of any calendar month.

16.3 The termination of this Managing Director Service Agreement must be made in writing.

16.4 This Managing Director Service Agreement shall be terminated at the latest and automatically by the end of the month, in which the Managing Director will reach the statutory retirement age. If it is determined by decision of the pension insurance provider that the Managing Director is occupationally disabled or unfit for gainful services, the Managing Director’s service relationship shall end upon the expiration of the month in which the decision is delivered.

16.5 Upon termination of this Managing Director Service Agreement, regardless of the identity of the terminating Party, the Company shall be entitled to release the Managing Director from his duties with immediate effect revocable or irrevocable subject to continued payment of the fixed contractual remuneration.

16.6 The right to terminate without notice for good cause remains unaffected.

16.7 The Company may at any time remove the Managing Director form his office as Managing Director.

16.8 Upon removal from his Managing Director office, the Managing Director shall not be entitled nor, except for transitional activities, be required to render services or other activities for the Company. The other duties of the Parties, including loyalty obligations and the approval requirement with respect to side and other activities, remain unaffected.

17. Severance Pay on Termination, Condition for Severance Pay

17.1 In the event of termination of the Managing Director Service Agreement at the request of the Company to which the Managing Director has not given any reason, he shall receive a severance payment (“Severance Payment”) provided that the following condition is fulfilled:

The Managing Director undertakes to enter into a settlement agreement with the Company that regulates the following in a form reasonably acceptable to the Company:

As the Managing Director also operates as “Performance Sensing Automotive Manager” of Schrader electronics Ltd, the Managing Director waives all and any claims under UK law that he may potentially have arising out of employment, engagement or assignment, or termination of employment, engagement or assignment, under this Managing Director Service Agreement dated January 26, 2017 or the Assignment Agreement dated January 26, 2017.

The severance payment to be paid to the Managing Director if above condition is fulfilled shall amount to one gross fixed annual salary in accordance with ciph. 5.1 of this Managing Director Service Agreement reduced by the remuneration for the months of the applicable notice period, increased by the average bonus pay of the last two years and the by Sensata paid school tuition of the current school year of his children with a maximum of 60,000.00 euro.

17.2 If and to the extend the Managing Director would be entitled to any (statutory) severance pay and/or compensation with regard to his activities as statutory representative (managing director) of Sensata Technologies Holland BV, this (statutory) severance pay and/or compensation will be deemed to be incorporated in the potential Severance Payment according to ciph. 17.1. The Severance Payment under ciph. 17.1 will not be increased by additional payments.

17.3 The Managing Director will not be entitled to the Severance Payment according to ciph.17.1 in case the Managing Director Service Agreement ends due to (early) retirement.

18. Forfeiture of Claims, Statute of Limitations

18.1 All claims of the Parties arising under with the Managing Director Service Agreement shall be deemed forfeited unless they are asserted in accordance with §126 b BGB (e.g. letter, email, fax) vis-à-vis the other Party within three months after falling due. This shall not apply to liability for intent and liability based on criminal offense or tort.

18.2 The above also rules for all claims in connection with the Managing Director Service Agreement.

18.3 The regular limitation period for all claims by the Parties arising under or in connection with this employment shall be one year. The afore limitation period shall not apply to liability for intent and liability based on criminal offense or tort. The statutory regulations governing the expiry of the limitation period shall not be affected.

19. Miscellaneous

19.1 This Managing Director Service Agreement constitutes the entire understanding between the Parties. There are no ancillary agreements.

19.2 Changes and/or amendments to this Managing Director Service Agreement including this provision require written form to be valid.

19.3 Claims under and in connection with this Managing Director Service Agreement may not be brought in summary proceedings (Urkundsprozess).

19.4 Should any provision of this Managing Director Service Agreement and/or of amendments thereof or supplements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of this. In such case, the Parties are obliged to negotiate a valid and reasonable substituting regulation, which most closely approximates the intended economic result of the invalid provision. The same shall apply for any gap in this Managing Director Service Agreement.

19.5 Place of performance and place of jurisdiction shall be determined in line with statutory provisions.

19.6 This Managing Director Service Agreement shall be governed by German law.

19.7 The German version of this Managing Director Service Agreement shall prevail.

Executed this 26^th day of January 2017

/s/ Gerrit H. Ensing

Gerrit H. Ensing

Representing Sensata Technologies Germany GmbH

Executed this 26^th day of January 2017

/s/ Paul Chawla

Paul Chawla

Managing Director

EX-10.4

Exhibit 10.4

EXECUTION VERSION

	Amendment on the Managing Director Service Agreement dated January 26, 2017
	between
	Sensata Technologies Germany GmbH, represented by the shareholders’ meeting, this in return represented by Mr. Gerrit H. Ensing, Johannstraße 37, 40476 Dusseldorf, Germany hereinafter referred to as the “Company “ - and Mr. Paul Chawla, Sonnenacker 54, 40489 Dusseldorf, Germany - hereinafter referred to as the "Managing Director"- - together referred to as "The Parties"-
	It is agreed as follows:
	§ 1 Duties
(a)	Changes regarding Nr. 1.2 of the Managing Director Service Agreement: The Parties agree that the Managing Director stays appointed as managing director of the Company. He also holds the function “Senior Vice President Performance Sensing Auto, Sensata Technologies, Inc.” but will not act any longer as statutory representative (managing director) of Sensata Technologies Holland BV (see Nr. 1.1 and Nr. 1.7 of his managing director agreement) and the Managing Director will have no longer an assignment agreement with Sensata Technologies Holland BV.
(b)	Nr. 1.4 of the Managing Director Service Agreement is changed as follows: "The Managing Director reports to the President & Chief Executive Officer of Sensata Technologies Inc. or such other person designated by the Company’s shareholders’ meeting."
	§ 2 Remuneration
(a)	Nr. 5.1 of the Managing Director Service Agreement is changed as follows: "The Managing Director shall receive an annual fixed salary in the gross amount of EUR 354,556.00 payable in 13,5 instalments (this includes the Christmas allowances and the vacation allowances according to Nr. 5.7 of this Managing Director Agreement."
(b)	Regarding Nr. 5.7 of the Managing Director Service Agreement it is clarified that the Christmas allowances is currently paid in the gross amount of EUR 26,263.41 and the vacation allowances in the gross amount of EUR 13,131.70. The conditions of payment remain unchanged.
(c)	Nr. 5.3 of the Managing Director Service Agreement is changed as follows: "The fixed salary as agreed also compensates for any activities of the Managing Director outside the usual working hours."
(d)	Nr. 5.4 of the Managing Director Service Agreement is changed as follows: "The Managing Director is eligible to participate in the Company Executive Bonus Plan with a target of 75% of the annual fixed salary. Actual payout will vary depending upon company and Senior Leadership Scorecard Performance. Further details are provided in the Executive Bonus Plan and will be determined by the annual goal setting, with metrics and pay out scale provided."
(e)	Nr. 5.5 of the Managing Director Service Agreement is changed as follows: "The Managing Director is eligible to participate in the Company’s Equity Incentive Plan. The target long term incentive award 2018 will be $750,000.00. Actual award granted will vary depending on company and individual performance. All long-term incentive awards are subject to approval of the Board of the Directors of Sensata Technologies Holding, N.V."
(f)	The Parties agree that the Managing Director is not eligible for any other bonus plan or long equity plan as mentioned in this amendment.
	§ 3 Assignment
	The Assignment Agreement to assign the Managing Director to Sensata Technologies Holland BV, Jan Tinbergenstraat 80, 7559 SP Hengelo, The Netherlands is terminated with immediate effect.
	§ 4 Final provisions, Language
(a)	The rest of the Managing Director Service Agreement remains unaffected.

(b)	This amendment to the Managing Director Service Agreement constitutes the entire understanding between the Parties. There are no ancillary agreements. Changes and/or amendments to this amendment to the Managing Director Service Agreement including this provision require written form to be valid. This shall also apply to addition to the written form requirement itself. Individual agreements always take precedence and apply regardless of the written form requirement (section 305 b of the German Civil Code (BGB)).
(c)	Should any provision of this amendment to the Managing Director Service Agreement be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of this. In such case, the Parties are obliged to negotiate a valid and reasonable substituting regulation, which most closely approximates the intended economic result of the invalid provision. The same shall apply for any gap in this amendment to the Managing Director Service Agreement.
(d)	The German version of this amendment to the Managing Director Service Agreement shall prevail. The Parties agree that amendments to this agreement and further amendments to the Managing Director Service Agreement can be concluded in English as well.

this 13 January 2018

_/s/ Gerrit H. Ensing___________________

Sensata Technologies Germany GmbH,

represented by

the shareholders‘ meeting

in return represented by

Mr. Gerrit H. Ensing

this 13 January 2018    

_/s/ Paul Chawla______________________

Managing Director

Mr. Paul Chawla

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 plc;

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: April 24, 2018

/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 plc;

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: April 24, 2018

/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 plc (the “Company”) for the quarter ended March 31, 2018, 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:	April 24, 2018
	/s/    Paul Vasington
	Paul Vasington Executive Vice President and Chief Financial Officer
Date:	April 24, 2018

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 13, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	Sensata Technologies Holding plc
Entity Central Index Key	0001477294
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		171,572,465

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 828,266	$ 753,089
Accounts receivable, net of allowances of $13,446 and $12,947 as of March 31, 2018 and December 31, 2017, respectively	627,749	556,541
Inventories	459,699	446,129
Prepaid expenses and other current assets	102,868	92,532
Total current assets	2,018,582	1,848,291
Property, plant and equipment, net	753,965	750,049
Goodwill	3,005,464	3,005,464
Other intangible assets, net of accumulated amortization of $1,802,070 and $1,767,001 as of March 31, 2018 and December 31, 2017, respectively	885,569	920,124
Deferred income tax assets	33,615	33,003
Other assets	85,681	84,594
Total assets	6,782,876	6,641,525
Current liabilities:
Current portion of long-term debt, capital lease and other financing obligations	8,178	15,720
Accounts payable	350,999	322,671
Income taxes payable	22,313	31,544
Accrued expenses and other current liabilities	284,419	259,560
Total current liabilities	665,909	629,495
Deferred income tax liabilities	341,550	338,228
Pension and other post-retirement benefit obligations	40,007	40,055
Capital lease and other financing obligations, less current portion	27,735	28,739
Long-term debt, net	3,221,676	3,225,810
Other long-term liabilities	35,058	33,572
Total liabilities	4,331,935	4,295,899
Commitments and contingencies (Note 10)
Shareholders’ equity:
Ordinary shares, €0.01 nominal value per share, 177,069 and 400,000 shares authorized, and 171,419 and 178,437 shares issued, as of March 31, 2018 and December 31, 2017, respectively	2,199	2,289
Treasury shares, at cost, 7,076 shares as of December 31, 2017	0	(288,478)
Additional paid-in capital	1,668,583	1,663,367
Retained earnings	835,807	1,031,612
Accumulated other comprehensive loss	(55,648)	(63,164)
Total shareholders’ equity	2,450,941	2,345,626
Total liabilities and shareholders’ equity	$ 6,782,876	$ 6,641,525

XML

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Mar. 31, 2018 € / shares	Mar. 31, 2018 USD ($) shares	Dec. 31, 2017 € / shares	Dec. 31, 2017 USD ($) shares
Current assets:
Accounts receivable, allowances | $		$ 13,446		$ 12,947
Accumulated amortization | $		$ 1,802,070		$ 1,767,001
Shareholders’ equity:
Ordinary shares, nominal value per share (in euros per share) | € / shares	€ 0.01		€ 0.01
Ordinary shares, shares authorized		177,069,000		400,000,000
Ordinary shares, shares issued		171,419,000		178,437,000
Treasury stock, shares		0		7,076,000

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Net revenue	$ 886,293	$ 807,271
Operating costs and expenses:
Cost of revenue	582,457	532,419
Research and development	36,001	31,804
Selling, general and administrative	81,322	70,114
Amortization of intangible assets	35,069	40,258
Restructuring and other charges, net	3,766	11,050
Total operating costs and expenses	738,615	685,645
Profit from operations	147,678	121,626
Interest expense, net	(38,429)	(40,277)
Other, net	(4,633)	4,719
Income before taxes	104,616	86,068
Provision for income taxes	14,126	14,332
Net income	$ 90,490	$ 71,736
Basic net income per share (in dollars per share)	$ 0.53	$ 0.42
Diluted net income per share (in dollars per share)	$ 0.52	$ 0.42

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]
Net income	$ 90,490	$ 71,736
Other comprehensive income, net of tax:
Cash flow hedges	6,539	132
Defined benefit and retiree healthcare plans	977	480
Other comprehensive income	7,516	612
Comprehensive income	$ 98,006	$ 72,348

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net income	$ 90,490	$ 71,736
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	27,855	28,795
Amortization of debt issuance costs	1,805	1,857
Share-based compensation	5,090	3,952
Loss on debt financing	2,350	0
Amortization of intangible assets	35,069	40,258
Deferred income taxes	636	3,400
Unrealized loss on hedges and other	8,819	2,120
Changes in operating assets and liabilities:
Accounts receivable, net	(71,208)	(32,915)
Inventories	(13,570)	(17,354)
Prepaid expenses and other current assets	(2,147)	(9,643)
Accounts payable and accrued expenses	47,780	26,704
Income taxes payable	(9,231)	3,099
Other	(483)	(2,308)
Net cash provided by operating activities	123,255	119,701
Cash flows from investing activities:
Additions to property, plant and equipment and capitalized software	(30,938)	(33,059)
Proceeds from the sale of assets	0	2,937
Net cash used in investing activities	(30,938)	(30,122)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares	2,219	2,450
Payments on debt	(11,325)	(11,122)
Payments to repurchase ordinary shares	0	(498)
Payments of debt issuance costs	(5,813)	(137)
Other	(2,221)	0
Net cash used in financing activities	(17,140)	(9,307)
Net change in cash and cash equivalents	75,177	80,272
Cash and cash equivalents, beginning of period	753,089	351,428
Cash and cash equivalents, end of period	$ 828,266	$ 431,700

XML

Business Description and Basis of Presentation

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description and Basis of Presentation

Business Description and Basis of Presentation

Description of Business

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

On September 28, 2017, the board of directors of Sensata N.V. unanimously approved a plan to change our location of incorporation from the Netherlands to the United Kingdom (the "U.K."). To effect this change, on February 16, 2018, the shareholders of Sensata N.V. approved a cross-border merger between Sensata N.V. and Sensata plc, a newly formed, public limited company incorporated under the laws of England and Wales, with Sensata plc being the surviving entity (the "Merger").

We received approval of the transaction by the U.K. High Court of Justice, and the Merger was completed on March 28, 2018, on which date Sensata plc became the publicly-traded parent of the subsidiary companies that were previously controlled by Sensata N.V., with no changes made to the business being conducted by us prior to the Merger. Due to the fact that the Merger was a business combination between entities under common control in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations, the assets and liabilities exchanged were accounted for at their carrying values.

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2017 necessarily representative of those actually experienced for the full year 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

All intercompany balances and transactions have been eliminated.

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

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

XML

New Accounting Standards

3 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

Adopted in the current period

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non–service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non–service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits."

To be adopted in a future period

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02 and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

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

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method.

For the three months ended March 31, 2018 and 2017, the vast majority of our revenue was derived from the sale of tangible products for which we recognize revenue at a point in time. The contracts that relate to these product shipments are purchase orders that have firm purchase commitments generally only for a short period of time. As a result, the adoption of FASB ASC Topic 606 did not have a material effect on our financial statements or results of operations, and no cumulative catch-up adjustment was required. We used the related practical expedients that allow us to not disclose the transaction price allocated to remaining unsatisfied obligations and an explanation of when we expect to recognize the related revenue. In adopting FASB ASC Topic 606, we applied the new guidance only to contracts that were not completed on January 1, 2018.

The following table presents revenue by segment, further disaggregated by end-market:

	For the three months ended March 31, 2018
	Performance Sensing		Sensing Solutions		Total
Automotive	$	529,793	$	13,856	$	543,649
HVOR	133,036		—		133,036
Appliance and HVAC	—		54,317		54,317
Industrial	—		82,385		82,385
Aerospace	—		41,706		41,706
Other	—		31,200		31,200
Total	$	662,829	$	223,464	$	886,293

Performance Obligations

Our revenue and related cost of revenue are primarily the result of promises to transfer products to our customers. Revenue is recognized when our performance obligation has been met, which is generally when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement.

Product sales are recorded net of value-added tax and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our net revenue and have been within our estimates. Product sales are recorded net of variable consideration, such as trade discounts (including volume and early payment incentives) and sales returns.

Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which, depending on the product, generally exists for a period of twelve to eighteen months after the date we ship the product to our customer or for a period of twelve months after the date the customer resells our product, whichever comes first. We do not offer separately priced extended warranty or product maintenance contracts. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit.

We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes, or other laws, would imply various warranties and restrict limitations on liability.

Payment for products is due in accordance with the terms agreed upon with customers, generally within 90 days of shipment to the customer. Accordingly, our contracts with customers do not include a significant financing component.

Contract Assets and Liabilities

We generally invoice the customer and recognize revenue once we have satisfied our performance obligation. Accordingly, our contract assets comprise accounts receivable. In certain cases, we receive payment by customers related to our promise to satisfy performance obligations in the future. Such payments are recorded as contract liabilities, which are not material.

XML

Inventories

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories

The components of inventories as of March 31, 2018 and December 31, 2017 were as follows:

	March 31, 2018		December 31, 2017
Finished goods	$	192,486	$	195,089
Work-in-process	94,446		92,678
Raw materials	172,767		158,362
Inventories	$	459,699	$	446,129

XML

Shareholders' Equity

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Prior to the Merger, Sensata NV’s articles of association authorized it to issue up to 400.0 million ordinary shares. However, shareholder approval was required to issue any amount of ordinary shares greater than those issued and outstanding or reserved under its equity plans. Entities incorporated under the laws of England and Wales are limited in the number of shares they can issue to those shares that have been authorized for "allotment" by their shareholders. In connection with the Merger, our board of directors did not ask shareholders to approve an allotment of ordinary shares greater than the total ordinary shares issued and outstanding plus ordinary shares available to be issued under our equity plans, which resulted in an allotment of 177.1 million ordinary shares.

Treasury Shares

Prior to the Merger, ordinary shares repurchased by us were recorded at cost, as treasury shares, and resulted in a reduction of shareholders' equity. We reissued treasury shares as part of our share-based compensation programs. The cost of reissued shares was determined using the first-in, first-out method. During the three months ended March 31, 2018, prior to completion of the Merger, we reissued 0.1 million treasury shares, and as a result, we recognized a reduction in Retained earnings of $0.2 million.

In connection with the Merger, and in accordance with U.K. requirements, all then outstanding treasury shares were cancelled.  Accordingly, we derecognized the total purchase price of these treasury shares, we recognized a reduction to ordinary shares at an amount equal to the total par value of such shares, and we recognized a reduction to Retained earnings at an amount equal to the excess of the total repurchase price over the total par value of the then outstanding treasury shares, or $286.1 million.

Accumulated Other Comprehensive Loss

The following is a roll forward of the components of Accumulated other comprehensive loss for the three months ended March 31, 2018:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance as of December 31, 2017	$	(28,179	)	$	(34,985	)	$	(63,164	)
Other comprehensive (loss)/income before reclassifications, net of tax	(3,275		)	578			(2,697		)
Amounts reclassified from accumulated other comprehensive loss, net of tax	9,814			399			10,213
Other comprehensive income	6,539			977			7,516
Balance as of March 31, 2018	$	(21,640	)	$	(34,008	)	$	(55,648	)

The details of the amounts reclassified from Accumulated other comprehensive loss for the three months ended March 31, 2018 and 2017 are as follows:

	Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss						Affected Line in Condensed Consolidated Statements of Operations
	For the three months ended
Component	March 31, 2018			March 31, 2017
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	10,884		$	(5,385	)	Net revenue (1)
Foreign currency forward contracts	826			6,568			Cost of revenue (1)
Foreign currency forward contracts	1,376			—			Other, net (1)
Total, before taxes	13,086			1,183			Income before taxes
Income tax effect	(3,272		)	(295		)	Provision for income taxes
Total, net of taxes	$	9,814		$	888		Net income
Defined benefit and retiree healthcare plans	$	224		$	502		Other, net (2)
Income tax effect	175			(22		)	Provision for income taxes
Total, net of taxes	$	399		$	480		Net income

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

(2) See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.

XML

Restructuring and Other Charges, Net

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges, Net

Restructuring and Other Charges, Net

Restructuring and other charges, net for the three months ended March 31, 2018 and 2017 were $3.8 million and $11.1 million, respectively. Restructuring and other charges, net for the three months ended March 31, 2018 consisted primarily of $3.5 million of severance charges related to limited workforce reductions in manufacturing, engineering, and administrative positions as well as the transfer of certain positions to more cost-effective locations. The expected payback period for these actions is approximately two years, and they are expected to generate incremental pre-tax savings of approximately $3 million on an annual basis once fully implemented. Restructuring and other charges, net for the three months ended March 31, 2017 consisted primarily of severance charges recorded in connection with the closing of our facility in Minden, Germany that was part of the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd. ("CST") and severance charges related to the termination of a limited number of employees.

Changes to the severance portion of our restructuring liability during the three months ended March 31, 2018 were as follows:

	Severance
Balance at December 31, 2017	$	7,583
Charges, net of reversals	3,604
Payments	(2,817		)
Impact of changes in foreign currency exchange rates	294
Balance at March 31, 2018	$	8,664

XML

Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Debt

Debt

Our long-term debt and capital lease and other financing obligations as of March 31, 2018 and December 31, 2017 consisted of the following:

	Maturity Date	March 31, 2018			December 31, 2017
Term Loan	October 14, 2021	$	917,794		$	927,794
4.875% Senior Notes	October 15, 2023	500,000			500,000
5.625% Senior Notes	November 1, 2024	400,000			400,000
5.0% Senior Notes	October 1, 2025	700,000			700,000
6.25% Senior Notes	February 15, 2026	750,000			750,000
Less: discount		(17,233		)	(14,424		)
Less: deferred financing costs		(26,607		)	(27,758		)
Less: current portion		(2,278		)	(9,802		)
Long-term debt, net		$	3,221,676		$	3,225,810
Capital lease and other financing obligations		$	33,635		$	34,657
Less: current portion		(5,900		)	(5,918		)
Capital lease and other financing obligations, less current portion		$	27,735		$	28,739

In connection with the Merger, we paid $5.8 million of creditor fees and related third party costs in order to obtain consents to the transaction from our existing lenders. We applied the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments, in accounting for the amounts paid. As a result, we recorded $3.5 million as an adjustment to the carrying amount of Long term debt, net and a loss of $2.4 million to Other, net.

As of March 31, 2018, there was $415.3 million of availability under our $420.0 million revolving credit facility, net of $4.7 million in letters of credit. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of March 31, 2018, no amounts had been drawn against these outstanding letters of credit.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of Accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of March 31, 2018 and December 31, 2017, accrued interest totaled $45.8 million and $36.9 million, respectively.

XML

Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Provision for income taxes for the three months ended March 31, 2018 and 2017 totaled $14.1 million and $14.3 million, respectively. The Provision for income taxes consists of current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions, and deferred tax expense, which relates to adjustments in book-to-tax basis differences primarily due to the step-up in fair value of fixed and intangible assets, including goodwill, acquired in connection with business combination transactions, and the utilization of net operating losses.

On December 22, 2017, President Trump signed into U.S. law the Tax Cuts and Jobs Act of 2017 ("Tax Reform" or "the Act"). FASB ASC Topic 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017.

Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin No.118 ("SAB 118"), which allows registrants to record provisional amounts during a one-year "measurement period" similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. As of March 31, 2018, we have not recorded incremental accounting adjustments related to the Act as we continue to consider interpretations of its application.

XML

Pension and Other Post-Retirement Benefits

3 Months Ended

Mar. 31, 2018

Retirement Benefits [Abstract]

Pension and Other Post-Retirement Benefits

Pension and Other Post-Retirement Benefits

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

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2018 and 2017 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	March 31,						March 31,						March 31,						March 31,
	2018			2017			2018			2017			2018			2017			2018			2017
Service cost	$	—		$	—		$	19		$	21		$	831		$	602		$	850		$	623
Interest cost	327			420			70			80			342			249			739			749
Expected return on plan assets	(428		)	(553		)	—			—			(237		)	(221		)	(665		)	(774		)
Amortization of net loss	300			285			—			8			25			71			325			364
Amortization of prior service credit	—			—			(334		)	(333		)	(1		)	(1		)	(335		)	(334		)
Loss on settlement	530			472			—			—			—			—			530			472
Gain on curtailment	—			—			—			—			(296		)	—			(296		)	—
Net periodic benefit cost/(credit)	$	729		$	624		$	(245	)	$	(224	)	$	664		$	700		$	1,148		$	1,100

On January 1, 2018, we adopted the guidance in FASB ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Refer to Note 2, "New Accounting Standards," for further discussion. As a result of this adoption, components of net periodic benefit cost other than service cost in the three months ended March 31, 2017 were reclassified from various operating cost and expense line items to Other, net. The table below presents the effects of this adjustment.

	For the three months ended March 31, 2017
	As reported			ASU No. 2017-07 Adjustment			As Adjusted
Net revenue	$	807,271		$	—		$	807,271
Operating costs and expenses:
Cost of revenue	532,726			(307		)	532,419
Research and development	31,814			(10		)	31,804
Selling, general and administrative	70,274			(160		)	70,114
Amortization of intangible assets	40,258			—			40,258
Restructuring and other charges, net	11,050			—			11,050
Total operating costs and expenses	686,122			(477		)	685,645
Profit from operations	121,149			477			121,626
Interest expense, net	(40,277		)	—			(40,277		)
Other, net	5,196			(477		)	4,719
Income before taxes	$	86,068		$	—		$	86,068

XML

Share-Based Payment Plans

3 Months Ended

Mar. 31, 2018

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

Share-Based Payment Plans

Share-Based Payment Plans

Share-Based Compensation Expense

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

	For the three months ended
	March 31, 2018		March 31, 2017
Stock options	$	1,289	$	1,425
Restricted securities	3,801		2,527
Share-based compensation expense	$	5,090	$	3,952

Equity Awards

We grant options and restricted stock units ("RSUs") for which vesting is subject only to continued employment and the passage of time. In addition, we grant performance–based options and performance–based restricted stock units ("PRSUs") for which vesting also depends on the attainment of certain performance criteria.

During the three months ended March 31, 2018, we granted 11 RSUs to various executives and employees with a weighted average grant date fair value of $55.81 that will vest between January and February 2021. We did not grant any other equity awards during the three months ended March 31, 2018.

Option Exercises

During the three months ended March 31, 2018, 58 stock options were exercised, all of which were settled with shares reissued from treasury.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings and Claims

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

XML

Fair Value Measures

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measures

Fair Value Measures

Our assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with FASB ASC Topic 820, Fair Value Measurement.

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018						December 31, 2017
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Foreign currency forward contracts	$	—	$	12,590	$	—	$	—	$	3,955	$	—
Commodity forward contracts	—		2,906		—		—		6,458		—
Total	$	—	$	15,496	$	—	$	—	$	10,413	$	—
Liabilities
Foreign currency forward contracts	$	—	$	43,317	$	—	$	—	$	40,969	$	—
Commodity forward contracts	—		2,067		—		—		1,104		—
Total	$	—	$	45,384	$	—	$	—	$	42,073	$	—

Measured on a Nonrecurring Basis

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2017 and determined that they were not impaired. As of March 31, 2018, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

We periodically re-evaluate the carrying values and estimated useful lives of long-lived assets whenever events or changes in circumstances indicate that the carrying values of these assets may not be recoverable.

On January 1, 2018, we adopted FASB ASU No. 2016-01, which requires that equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) be measured at either fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As it relates to our $50.0 million equity investment in Quanergy, we elected to use the measurement alternative. During the quarter, we noted no observable price changes in orderly transactions for an identical or similar investment of the same issuer, nor did we note any indicators of impairment that would require us to measure the fair value of the asset.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017:

	March 31, 2018								December 31, 2017
	Carrying Value (1)		Fair Value						Carrying Value (1)		Fair Value
			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Liabilities
Term Loan	$	917,794	$	—	$	923,530	$	—	$	927,794	$	—	$	930,114	$	—
4.875% Senior Notes	$	500,000	$	—	$	500,000	$	—	$	500,000	$	—	$	521,875	$	—
5.625% Senior Notes	$	400,000	$	—	$	416,000	$	—	$	400,000	$	—	$	439,000	$	—
5.0% Senior Notes	$	700,000	$	—	$	691,250	$	—	$	700,000	$	—	$	741,125	$	—
6.25% Senior Notes	$	750,000	$	—	$	785,625	$	—	$	750,000	$	—	$	813,750	$	—

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

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

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

XML

Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

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

For the three months ended March 31, 2018 and 2017, amounts excluded from the assessment of effectiveness and the ineffective portion of the changes in the fair value of our foreign currency forward agreements that are designated as cash flows were not material. As of March 31, 2018, we estimate that $27.4 million of net losses will be reclassified from Accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2019.

As of March 31, 2018, we had the following outstanding foreign currency forward contracts:

Notional (in millions)	Effective Date(s)	Maturity Date(s)	Index	Weighted- Average Strike Rate	Hedge Designation
52.0 EUR	March 27, 2018	April 30, 2018	Euro to U.S. Dollar Exchange Rate	1.24 USD	Not designated
403.5 EUR	Various from May 2016 to March 2018	Various from April 2018 to February 2020	Euro to U.S. Dollar Exchange Rate	1.17 USD	Designated
772.0 CNY	March 27, 2018	April 27, 2018	U.S. Dollar to Chinese Renminbi Exchange Rate	6.31 CNY	Not designated
811.0 CNY	Various from October 2017 to January 2018	Various from April to December 2018	U.S. Dollar to Chinese Renminbi Exchange Rate	6.71 CNY	Designated
375.0 JPY	March 28, 2018	April 27, 2018	U.S. Dollar to Japanese Yen Exchange Rate	105.99 JPY	Not designated
617.6 JPY	January 25, 2018	Various from April to December 2018	U.S. Dollar to Japanese Yen Exchange Rate	107.23 JPY	Designated
38,245.5 KRW	Various from May 2016 to March 2018	Various from April 2018 to February 2020	U.S. Dollar to Korean Won Exchange Rate	1,115.52 KRW	Designated
9.9 MYR	Various from May to November 2016	Various from April to October 2018	U.S. Dollar to Malaysian Ringgit Exchange Rate	4.25 MYR	Designated
252.0 MXN	March 27, 2018	April 30, 2018	U.S. Dollar to Mexican Peso Exchange Rate	18.46 MXN	Not designated
2,443.3 MXN	Various from May 2016 to March 2018	Various from April 2018 to February 2020	U.S. Dollar to Mexican Peso Exchange Rate	20.29 MXN	Designated
30.2 GBP	Various from May 2016 to March 2018	Various from April 2018 to February 2020	British Pound Sterling to U.S. Dollar Exchange Rate	1.32 USD	Designated

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

Hedges of Commodity Risk

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

We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of March 31, 2018:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	1,091,710 troy oz.	April 2018 - February 2020	$17.68
Gold	12,410 troy oz.	April 2018 - February 2020	$1,311.87
Nickel	274,872 pounds	April 2018 - February 2020	$5.18
Aluminum	5,552,122 pounds	April 2018 - February 2020	$0.92
Copper	7,407,223 pounds	April 2018 - February 2020	$2.87
Platinum	7,807 troy oz.	April 2018 - February 2020	$988.64
Palladium	1,967 troy oz.	April 2018 - February 2020	$877.97

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

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	March 31, 2018		December 31, 2017		Balance Sheet Location	March 31, 2018		December 31, 2017
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	10,435	$	3,576	Accrued expenses and other current liabilities	$	37,636	$	32,806
Foreign currency forward contracts	Other assets	1,697		373		Other long-term liabilities	5,329		6,881
Total		$	12,132	$	3,949		$	42,965	$	39,687
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	2,662	$	5,403	Accrued expenses and other current liabilities	$	1,600	$	1,006
Commodity forward contracts	Other assets	244		1,055		Other long-term liabilities	467		98
Foreign currency forward contracts	Prepaid expenses and other current assets	458		6		Accrued expenses and other current liabilities	352		1,282
Total		$	3,364	$	6,464		$	2,419	$	2,386

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

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	March 31, 2018			March 31, 2017				March 31, 2018			March 31, 2017
Foreign currency forward contracts	$	(17,838	)	$	(13,311	)	Net revenue	$	(10,884	)	$	5,385
Foreign currency forward contracts	$	13,471		$	12,303		Cost of revenue	$	(826	)	$	(6,568	)
Foreign currency forward contracts	$	—		$	—		Other, net	$	(1,376	)	$	—

Derivatives not designated as hedging instruments	Amount of (Loss)/Gain Recognized in Net Income						Location of (Loss)/Gain Recognized in Net Income
	March 31, 2018			March 31, 2017
Commodity forward contracts	$	(3,195	)	$	5,440		Other, net
Foreign currency forward contracts	$	(4,950	)	$	(2,536	)	Other, net

Credit Risk Related Contingent Features

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

As of March 31, 2018, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $45.6 million. As of March 31, 2018, we have 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.

XML

Other, Net

3 Months Ended

Mar. 31, 2018

Other Income and Expenses [Abstract]

Other, Net

Other, Net

Other, net consisted of the following for the three months ended March 31, 2018 and 2017:

	For the three months ended
	March 31, 2018			March 31, 2017
Currency remeasurement gain on net monetary assets	$	6,748		$	2,191
Loss on foreign currency forward contracts	(6,326		)	(2,536		)
(Loss)/gain on commodity forward contracts	(3,195		)	5,440
Loss on debt financing	(2,350		)	—
Net periodic benefit cost, excluding service component (1)	(298		)	(477		)
Other	788			101
Other, net	$	(4,633	)	$	4,719

(1) On January 1, 2018, we adopted FASB ASU No. 2017-07, which requires the service cost component and other components of net periodic benefit cost to be presented separately on the consolidated statements of operations. Refer to Note 2, "New Accounting Standards," for additional details.

XML

Segment Reporting

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

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

An operating segment’s performance is primarily evaluated based on Segment profit, which excludes amortization expense, Restructuring and other charges, net, and certain corporate costs/credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions. In addition, an operating segment’s performance excludes results from discontinued operations, if any. Corporate costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources. We believe that Segment profit, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, profit from operations or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our reporting segments are materially consistent with those in the summary of significant accounting policies as described in Note 2, "Significant Accounting Policies," included in our Annual Report on Form 10-K for the year ended December 31, 2017.

The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three months ended March 31, 2018 and 2017:

	For the three months ended
	March 31, 2018			March 31, 2017
Net revenue:
Performance Sensing	$	662,829		$	600,143
Sensing Solutions	223,464			207,128
Total net revenue	$	886,293		$	807,271
Segment profit (as defined above):
Performance Sensing	$	169,410		$	151,736
Sensing Solutions	71,884			67,438
Total segment profit	241,294			219,174
Corporate and other	(54,781		)	(46,240		)
Amortization of intangible assets	(35,069		)	(40,258		)
Restructuring and other charges, net	(3,766		)	(11,050		)
Profit from operations	147,678			121,626
Interest expense, net	(38,429		)	(40,277		)
Other, net	(4,633		)	4,719
Income before taxes	$	104,616		$	86,068

XML

Net Income per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Net Income per Share

Net Income per Share

Basic and diluted net income per share are calculated by dividing Net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three months ended March 31, 2018 and 2017, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows:

	For the three months ended
	March 31, 2018	March 31, 2017
Basic weighted-average ordinary shares outstanding	171,404	170,947
Dilutive effect of stock options	926	567
Dilutive effect of unvested restricted securities	526	391
Diluted weighted-average ordinary shares outstanding	172,856	171,905

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

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

	For the three months ended
	March 31, 2018	March 31, 2017
Anti-dilutive shares excluded	709	1,280
Contingently issuable shares excluded	787	517

XML

Revenue Recognition

3 Months Ended

Mar. 31, 2018

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

New Accounting Standards

Adopted in the current period

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non–service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non–service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits."

To be adopted in a future period

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02 and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

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

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method.

For the three months ended March 31, 2018 and 2017, the vast majority of our revenue was derived from the sale of tangible products for which we recognize revenue at a point in time. The contracts that relate to these product shipments are purchase orders that have firm purchase commitments generally only for a short period of time. As a result, the adoption of FASB ASC Topic 606 did not have a material effect on our financial statements or results of operations, and no cumulative catch-up adjustment was required. We used the related practical expedients that allow us to not disclose the transaction price allocated to remaining unsatisfied obligations and an explanation of when we expect to recognize the related revenue. In adopting FASB ASC Topic 606, we applied the new guidance only to contracts that were not completed on January 1, 2018.

The following table presents revenue by segment, further disaggregated by end-market:

	For the three months ended March 31, 2018
	Performance Sensing		Sensing Solutions		Total
Automotive	$	529,793	$	13,856	$	543,649
HVOR	133,036		—		133,036
Appliance and HVAC	—		54,317		54,317
Industrial	—		82,385		82,385
Aerospace	—		41,706		41,706
Other	—		31,200		31,200
Total	$	662,829	$	223,464	$	886,293

Performance Obligations

Our revenue and related cost of revenue are primarily the result of promises to transfer products to our customers. Revenue is recognized when our performance obligation has been met, which is generally when the product is shipped from our warehouse or, in limited instances, when it is received by the customer, depending on the specific terms of the arrangement.

Product sales are recorded net of value-added tax and similar taxes. Amounts billed to our customers for shipping and handling are recorded in revenue. Shipping and handling costs are included in cost of revenue. Sales to customers generally include a right of return for defective or non-conforming product. Sales returns have not historically been significant in relation to our net revenue and have been within our estimates. Product sales are recorded net of variable consideration, such as trade discounts (including volume and early payment incentives) and sales returns.

Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which, depending on the product, generally exists for a period of twelve to eighteen months after the date we ship the product to our customer or for a period of twelve months after the date the customer resells our product, whichever comes first. We do not offer separately priced extended warranty or product maintenance contracts. Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit.

We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase. In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability is not limited. In addition, many sales take place in situations where commercial or civil codes, or other laws, would imply various warranties and restrict limitations on liability.

Payment for products is due in accordance with the terms agreed upon with customers, generally within 90 days of shipment to the customer. Accordingly, our contracts with customers do not include a significant financing component.

Contract Assets and Liabilities

We generally invoice the customer and recognize revenue once we have satisfied our performance obligation. Accordingly, our contract assets comprise accounts receivable. In certain cases, we receive payment by customers related to our promise to satisfy performance obligations in the future. Such payments are recorded as contract liabilities, which are not material.

XML

New Accounting Standards (Policies)

3 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year, nor were the results of operations of the comparable periods in 2017 necessarily representative of those actually experienced for the full year 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

All intercompany balances and transactions have been eliminated.

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

Reclassification

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

New Accounting Standards

New Accounting Standards

Adopted in the current period

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one ASC Topic (FASB ASC Topic 606, Revenue from Contracts with Customers) the guidance found in FASB ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. FASB ASC Topic 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted FASB ASC Topic 606 on January 1, 2018 using the modified retrospective transition method. Refer to Note 16, "Revenue Recognition," for additional details on this implementation and the required disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new recognition and measurement guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative. Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. We adopted this guidance on January 1, 2018, which resulted in no impact on our consolidated financial position or results of operations. Refer to Note 11, "Fair Value Measures," for further detail regarding the application of the measurement alternative to our $50.0 million equity investment in Series B Preferred Stock of Quanergy, Inc ("Quanergy"), which does not have a readily determinable fair value.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires a change in the presentation of net periodic benefit cost on the consolidated statements of operations. Specifically, entities must present the service cost component of net periodic benefit cost in the same financial statement line item(s) as other compensation costs arising from services rendered by the related employees during the period, whereas the non–service components of net periodic benefit cost must be presented separately from the financial statement line item(s) that include service cost and outside of operating income. We adopted this guidance on January 1, 2018 and, as a result, we present the service cost component of net periodic benefit cost in the Cost of revenue, Research and development, and Selling, general, and administrative ("SG&A") expense line items, and we present the non–service components of net periodic benefit cost in Other, net. Refer to Note 13, "Other, net," for the total other components of net periodic benefit cost. All prior period amounts have been recast to reflect the revised presentation, and the adjustments made to revise the presentation of our prior year condensed consolidated statement of operations are presented in Note 8, "Pension and Other Post–Retirement Benefits."

To be adopted in a future period

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of one year or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. At December 31, 2017, we were contractually obligated to make future payments of $68.6 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. While we are in the early stages of our implementation process for FASB ASU No. 2016-02 and have not yet determined its impact on our consolidated financial position or results of operations, these leases would potentially be required to be presented on the balance sheet in accordance with the requirements of FASB ASU No. 2016-02, which is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein, with early adoption permitted. FASB ASU No. 2016-02 must be applied using a modified retrospective approach, which requires the recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available.

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

XML

Inventories (Tables)

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Components of inventories

The components of inventories as of March 31, 2018 and December 31, 2017 were as follows:

	March 31, 2018		December 31, 2017
Finished goods	$	192,486	$	195,089
Work-in-process	94,446		92,678
Raw materials	172,767		158,362
Inventories	$	459,699	$	446,129

XML

Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

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

The following is a roll forward of the components of Accumulated other comprehensive loss for the three months ended March 31, 2018:

	Cash Flow Hedges			Defined Benefit and Retiree Healthcare Plans			Accumulated Other Comprehensive Loss
Balance as of December 31, 2017	$	(28,179	)	$	(34,985	)	$	(63,164	)
Other comprehensive (loss)/income before reclassifications, net of tax	(3,275		)	578			(2,697		)
Amounts reclassified from accumulated other comprehensive loss, net of tax	9,814			399			10,213
Other comprehensive income	6,539			977			7,516
Balance as of March 31, 2018	$	(21,640	)	$	(34,008	)	$	(55,648	)

Amounts reclassified from Accumulated other comprehensive loss

The details of the amounts reclassified from Accumulated other comprehensive loss for the three months ended March 31, 2018 and 2017 are as follows:

	Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss						Affected Line in Condensed Consolidated Statements of Operations
	For the three months ended
Component	March 31, 2018			March 31, 2017
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	10,884		$	(5,385	)	Net revenue (1)
Foreign currency forward contracts	826			6,568			Cost of revenue (1)
Foreign currency forward contracts	1,376			—			Other, net (1)
Total, before taxes	13,086			1,183			Income before taxes
Income tax effect	(3,272		)	(295		)	Provision for income taxes
Total, net of taxes	$	9,814		$	888		Net income
Defined benefit and retiree healthcare plans	$	224		$	502		Other, net (2)
Income tax effect	175			(22		)	Provision for income taxes
Total, net of taxes	$	399		$	480		Net income

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

(2) See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.

XML

Restructuring and Other Charges, Net (Tables)

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Changes to restructuring liability

Changes to the severance portion of our restructuring liability during the three months ended March 31, 2018 were as follows:

	Severance
Balance at December 31, 2017	$	7,583
Charges, net of reversals	3,604
Payments	(2,817		)
Impact of changes in foreign currency exchange rates	294
Balance at March 31, 2018	$	8,664

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

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

Our long-term debt and capital lease and other financing obligations as of March 31, 2018 and December 31, 2017 consisted of the following:

	Maturity Date	March 31, 2018			December 31, 2017
Term Loan	October 14, 2021	$	917,794		$	927,794
4.875% Senior Notes	October 15, 2023	500,000			500,000
5.625% Senior Notes	November 1, 2024	400,000			400,000
5.0% Senior Notes	October 1, 2025	700,000			700,000
6.25% Senior Notes	February 15, 2026	750,000			750,000
Less: discount		(17,233		)	(14,424		)
Less: deferred financing costs		(26,607		)	(27,758		)
Less: current portion		(2,278		)	(9,802		)
Long-term debt, net		$	3,221,676		$	3,225,810
Capital lease and other financing obligations		$	33,635		$	34,657
Less: current portion		(5,900		)	(5,918		)
Capital lease and other financing obligations, less current portion		$	27,735		$	28,739

XML

Pension and Other Post-Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2018

Retirement Benefits [Abstract]

Schedule of components of net periodic benefit cost

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2018 and 2017 were as follows:

	U.S. Plans												Non-U.S. Plans
	Defined Benefit						Retiree Healthcare						Defined Benefit						Total
	March 31,						March 31,						March 31,						March 31,
	2018			2017			2018			2017			2018			2017			2018			2017
Service cost	$	—		$	—		$	19		$	21		$	831		$	602		$	850		$	623
Interest cost	327			420			70			80			342			249			739			749
Expected return on plan assets	(428		)	(553		)	—			—			(237		)	(221		)	(665		)	(774		)
Amortization of net loss	300			285			—			8			25			71			325			364
Amortization of prior service credit	—			—			(334		)	(333		)	(1		)	(1		)	(335		)	(334		)
Loss on settlement	530			472			—			—			—			—			530			472
Gain on curtailment	—			—			—			—			(296		)	—			(296		)	—
Net periodic benefit cost/(credit)	$	729		$	624		$	(245	)	$	(224	)	$	664		$	700		$	1,148		$	1,100

Schedule of adjustment impact

The table below presents the effects of this adjustment.

	For the three months ended March 31, 2017
	As reported			ASU No. 2017-07 Adjustment			As Adjusted
Net revenue	$	807,271		$	—		$	807,271
Operating costs and expenses:
Cost of revenue	532,726			(307		)	532,419
Research and development	31,814			(10		)	31,804
Selling, general and administrative	70,274			(160		)	70,114
Amortization of intangible assets	40,258			—			40,258
Restructuring and other charges, net	11,050			—			11,050
Total operating costs and expenses	686,122			(477		)	685,645
Profit from operations	121,149			477			121,626
Interest expense, net	(40,277		)	—			(40,277		)
Other, net	5,196			(477		)	4,719
Income before taxes	$	86,068		$	—		$	86,068

XML

Share-Based Payment Plans (Tables)

3 Months Ended

Mar. 31, 2018

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

Schedule of non-cash compensation expense related to equity awards

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

	For the three months ended
	March 31, 2018		March 31, 2017
Stock options	$	1,289	$	1,425
Restricted securities	3,801		2,527
Share-based compensation expense	$	5,090	$	3,952

XML

Fair Value Measures (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

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

	March 31, 2018						December 31, 2017
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Foreign currency forward contracts	$	—	$	12,590	$	—	$	—	$	3,955	$	—
Commodity forward contracts	—		2,906		—		—		6,458		—
Total	$	—	$	15,496	$	—	$	—	$	10,413	$	—
Liabilities
Foreign currency forward contracts	$	—	$	43,317	$	—	$	—	$	40,969	$	—
Commodity forward contracts	—		2,067		—		—		1,104		—
Total	$	—	$	45,384	$	—	$	—	$	42,073	$	—

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

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017:

	March 31, 2018								December 31, 2017
	Carrying Value (1)		Fair Value						Carrying Value (1)		Fair Value
			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Liabilities
Term Loan	$	917,794	$	—	$	923,530	$	—	$	927,794	$	—	$	930,114	$	—
4.875% Senior Notes	$	500,000	$	—	$	500,000	$	—	$	500,000	$	—	$	521,875	$	—
5.625% Senior Notes	$	400,000	$	—	$	416,000	$	—	$	400,000	$	—	$	439,000	$	—
5.0% Senior Notes	$	700,000	$	—	$	691,250	$	—	$	700,000	$	—	$	741,125	$	—
6.25% Senior Notes	$	750,000	$	—	$	785,625	$	—	$	750,000	$	—	$	813,750	$	—

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

XML

Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of outstanding derivative instruments

As of March 31, 2018, we had the following outstanding foreign currency forward contracts:

Notional (in millions)	Effective Date(s)	Maturity Date(s)	Index	Weighted- Average Strike Rate	Hedge Designation
52.0 EUR	March 27, 2018	April 30, 2018	Euro to U.S. Dollar Exchange Rate	1.24 USD	Not designated
403.5 EUR	Various from May 2016 to March 2018	Various from April 2018 to February 2020	Euro to U.S. Dollar Exchange Rate	1.17 USD	Designated
772.0 CNY	March 27, 2018	April 27, 2018	U.S. Dollar to Chinese Renminbi Exchange Rate	6.31 CNY	Not designated
811.0 CNY	Various from October 2017 to January 2018	Various from April to December 2018	U.S. Dollar to Chinese Renminbi Exchange Rate	6.71 CNY	Designated
375.0 JPY	March 28, 2018	April 27, 2018	U.S. Dollar to Japanese Yen Exchange Rate	105.99 JPY	Not designated
617.6 JPY	January 25, 2018	Various from April to December 2018	U.S. Dollar to Japanese Yen Exchange Rate	107.23 JPY	Designated
38,245.5 KRW	Various from May 2016 to March 2018	Various from April 2018 to February 2020	U.S. Dollar to Korean Won Exchange Rate	1,115.52 KRW	Designated
9.9 MYR	Various from May to November 2016	Various from April to October 2018	U.S. Dollar to Malaysian Ringgit Exchange Rate	4.25 MYR	Designated
252.0 MXN	March 27, 2018	April 30, 2018	U.S. Dollar to Mexican Peso Exchange Rate	18.46 MXN	Not designated
2,443.3 MXN	Various from May 2016 to March 2018	Various from April 2018 to February 2020	U.S. Dollar to Mexican Peso Exchange Rate	20.29 MXN	Designated
30.2 GBP	Various from May 2016 to March 2018	Various from April 2018 to February 2020	British Pound Sterling to U.S. Dollar Exchange Rate	1.32 USD	Designated

We had the following outstanding commodity forward contracts, none of which were designated as derivatives in qualifying hedging relationships, as of March 31, 2018:

Commodity	Notional	Remaining Contracted Periods	Weighted-Average Strike Price Per Unit
Silver	1,091,710 troy oz.	April 2018 - February 2020	$17.68
Gold	12,410 troy oz.	April 2018 - February 2020	$1,311.87
Nickel	274,872 pounds	April 2018 - February 2020	$5.18
Aluminum	5,552,122 pounds	April 2018 - February 2020	$0.92
Copper	7,407,223 pounds	April 2018 - February 2020	$2.87
Platinum	7,807 troy oz.	April 2018 - February 2020	$988.64
Palladium	1,967 troy oz.	April 2018 - February 2020	$877.97

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

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	March 31, 2018		December 31, 2017		Balance Sheet Location	March 31, 2018		December 31, 2017
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	10,435	$	3,576	Accrued expenses and other current liabilities	$	37,636	$	32,806
Foreign currency forward contracts	Other assets	1,697		373		Other long-term liabilities	5,329		6,881
Total		$	12,132	$	3,949		$	42,965	$	39,687
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	2,662	$	5,403	Accrued expenses and other current liabilities	$	1,600	$	1,006
Commodity forward contracts	Other assets	244		1,055		Other long-term liabilities	467		98
Foreign currency forward contracts	Prepaid expenses and other current assets	458		6		Accrued expenses and other current liabilities	352		1,282
Total		$	3,364	$	6,464		$	2,419	$	2,386

Schedule of effect of derivative financial instruments on statements of operations

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017:

Derivatives designated as hedging instruments	Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss						Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income
	March 31, 2018			March 31, 2017				March 31, 2018			March 31, 2017
Foreign currency forward contracts	$	(17,838	)	$	(13,311	)	Net revenue	$	(10,884	)	$	5,385
Foreign currency forward contracts	$	13,471		$	12,303		Cost of revenue	$	(826	)	$	(6,568	)
Foreign currency forward contracts	$	—		$	—		Other, net	$	(1,376	)	$	—

Derivatives not designated as hedging instruments	Amount of (Loss)/Gain Recognized in Net Income						Location of (Loss)/Gain Recognized in Net Income
	March 31, 2018			March 31, 2017
Commodity forward contracts	$	(3,195	)	$	5,440		Other, net
Foreign currency forward contracts	$	(4,950	)	$	(2,536	)	Other, net

XML

Other, Net (Tables)

3 Months Ended

Mar. 31, 2018

Other Income and Expenses [Abstract]

Schedule of other, net

Other, net consisted of the following for the three months ended March 31, 2018 and 2017:

	For the three months ended
	March 31, 2018			March 31, 2017
Currency remeasurement gain on net monetary assets	$	6,748		$	2,191
Loss on foreign currency forward contracts	(6,326		)	(2,536		)
(Loss)/gain on commodity forward contracts	(3,195		)	5,440
Loss on debt financing	(2,350		)	—
Net periodic benefit cost, excluding service component (1)	(298		)	(477		)
Other	788			101
Other, net	$	(4,633	)	$	4,719

(1) On January 1, 2018, we adopted FASB ASU No. 2017-07, which requires the service cost component and other components of net periodic benefit cost to be presented separately on the consolidated statements of operations. Refer to Note 2, "New Accounting Standards," for additional details.

XML

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Schedule of segment reporting information by segment

The following table presents Net revenue and Segment profit for the reported segments and other operating results not allocated to the reported segments for the three months ended March 31, 2018 and 2017:

	For the three months ended
	March 31, 2018			March 31, 2017
Net revenue:
Performance Sensing	$	662,829		$	600,143
Sensing Solutions	223,464			207,128
Total net revenue	$	886,293		$	807,271
Segment profit (as defined above):
Performance Sensing	$	169,410		$	151,736
Sensing Solutions	71,884			67,438
Total segment profit	241,294			219,174
Corporate and other	(54,781		)	(46,240		)
Amortization of intangible assets	(35,069		)	(40,258		)
Restructuring and other charges, net	(3,766		)	(11,050		)
Profit from operations	147,678			121,626
Interest expense, net	(38,429		)	(40,277		)
Other, net	(4,633		)	4,719
Income before taxes	$	104,616		$	86,068

XML

Net Income per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Schedule of weighted-average ordinary shares outstanding

For the three months ended March 31, 2018 and 2017, the weighted-average ordinary shares outstanding for basic and diluted net income per share were as follows:

	For the three months ended
	March 31, 2018	March 31, 2017
Basic weighted-average ordinary shares outstanding	171,404	170,947
Dilutive effect of stock options	926	567
Dilutive effect of unvested restricted securities	526	391
Diluted weighted-average ordinary shares outstanding	172,856	171,905

Schedule of antidilutive securities

These potential ordinary shares are as follows:

	For the three months ended
	March 31, 2018	March 31, 2017
Anti-dilutive shares excluded	709	1,280
Contingently issuable shares excluded	787	517

XML

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2018

Revenue Recognition and Deferred Revenue [Abstract]

Disaggregation of Revenue

The following table presents revenue by segment, further disaggregated by end-market:

	For the three months ended March 31, 2018
	Performance Sensing		Sensing Solutions		Total
Automotive	$	529,793	$	13,856	$	543,649
HVOR	133,036		—		133,036
Appliance and HVAC	—		54,317		54,317
Industrial	—		82,385		82,385
Aerospace	—		41,706		41,706
Other	—		31,200		31,200
Total	$	662,829	$	223,464	$	886,293

XML

Business Description and Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2018 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of businesses	2

XML

New Accounting Standards (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Investment [Line Items]
Future payments		$ 68.6
Series B Preferred Stock | Quanergy
Investment [Line Items]
Equity investment	$ 50.0

XML

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Inventory, Net [Abstract]
Finished goods	$ 192,486	$ 195,089
Work-in-process	94,446	92,678
Raw materials	172,767	158,362
Inventories	$ 459,699	$ 446,129

XML

Shareholders' Equity - Narrative (Details) - USD ($) shares in Millions, $ in Millions		3 Months Ended
	Feb. 16, 2018	Mar. 31, 2018	Feb. 15, 2018
Equity [Abstract]
Ordinary shares authorized (in shares)	177.1		400.0
Reissued treasury shares (in shares)		0.1
Reduction in retained earnings	$ 286.1	$ 0.2

XML

Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2017	$ 2,345,626
Other comprehensive income	7,516	$ 612
Balance as of March 31, 2018	2,450,941
Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2017	(28,179)
Other comprehensive (loss)/income before reclassifications, net of tax	(3,275)
Amounts reclassified from accumulated other comprehensive loss, net of tax	9,814
Other comprehensive income	6,539
Balance as of March 31, 2018	(21,640)
Defined Benefit and Retiree Healthcare Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2017	(34,985)
Other comprehensive (loss)/income before reclassifications, net of tax	578
Amounts reclassified from accumulated other comprehensive loss, net of tax	399	$ 480
Other comprehensive income	977
Balance as of March 31, 2018	(34,008)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance as of December 31, 2017	(63,164)
Other comprehensive (loss)/income before reclassifications, net of tax	(2,697)
Amounts reclassified from accumulated other comprehensive loss, net of tax	10,213
Other comprehensive income	7,516
Balance as of March 31, 2018	$ (55,648)

XML

Shareholders' Equity - AOCI Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	$ 886,293	$ 807,271
Cost of revenue	(582,457)	(532,419)
Other, net	(4,633)	4,719
Income before taxes	104,616	86,068
Provision for income taxes	(14,126)	(14,332)
Net income	90,490	71,736
Derivative instruments designated and qualifying as cash flow hedges:
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total, net of taxes	9,814
Defined benefit and retiree healthcare plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Defined benefit and retiree healthcare plans	224	502
Provision for income taxes	175	(22)
Total, net of taxes	399	480
Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges:
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income before taxes	13,086	1,183
Provision for income taxes	(3,272)	(295)
Net income	9,814	888
Loss/(Gain) Reclassified from Accumulated Other Comprehensive Loss | Derivative instruments designated and qualifying as cash flow hedges: | Foreign currency forward contracts
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net revenue	10,884	(5,385)
Cost of revenue	826	6,568
Other, net	$ 1,376	$ 0

XML

Restructuring and Other Charges, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net	$ 3,766	$ 11,050
Severance charges	$ 3,500
Payback period	2 years
Pre-tax savings	$ 3,000
Severance
Restructuring Reserve [Roll Forward]
Beginning Balance	7,583
Charges, net of reversals	3,604
Payments	(2,817)
Impact of changes in foreign currency exchange rates	294
Ending Balance	$ 8,664

XML

Debt - Debt Schedule (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Less: discount	$ (17,233)	$ (14,424)
Less: deferred financing costs	(26,607)	(27,758)
Less: current portion	(2,278)	(9,802)
Long-term debt, net	3,221,676	3,225,810
Capital lease and other financing obligations	33,635	34,657
Less: current portion	(5,900)	(5,918)
Capital lease and other financing obligations, less current portion	27,735	28,739
Term Loan
Debt Instrument [Line Items]
Gross long-term debt	917,794	927,794
4.875% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 500,000	500,000
Stated interest rate	4.875%
5.625% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 400,000	400,000
Stated interest rate	5.625%
5.0% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 700,000	700,000
Stated interest rate	5.00%
6.25% Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 750,000	$ 750,000
Stated interest rate	6.25%

XML

Debt - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Payments for merger costs	$ 5,800,000
Accrued interest	45,800,000	$ 36,900,000
Revolving Credit Facility
Debt Instrument [Line Items]
Amount available under revolving credit facility	415,300,000
Maximum borrowing capacity	420,000,000.0
Letters of credit outstanding, amount	4,700,000
Letter of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount	0
Long-term Debt
Debt Instrument [Line Items]
Payments for merger costs	3,500,000
Other, net
Debt Instrument [Line Items]
Payments for merger costs	$ 2,400,000

XML

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 14,126	$ 14,332

XML

Pension and Other Post-Retirement Benefits - Schedule of components of net periodic benefit cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 850	$ 623
Interest cost	739	749
Expected return on plan assets	(665)	(774)
Amortization of net loss	325	364
Amortization of prior service (credit)/cost	(335)	(334)
Loss on settlement	530	472
Gain on curtailment	(296)	0
Net periodic benefit cost/(credit)	1,148	1,100
U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	0	0
Interest cost	327	420
Expected return on plan assets	(428)	(553)
Amortization of net loss	300	285
Amortization of prior service (credit)/cost	0	0
Loss on settlement	530	472
Gain on curtailment	0	0
Net periodic benefit cost/(credit)	729	624
U.S. Plans | Retiree Healthcare
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	19	21
Interest cost	70	80
Expected return on plan assets	0	0
Amortization of net loss	0	8
Amortization of prior service (credit)/cost	(334)	(333)
Loss on settlement	0	0
Gain on curtailment	0	0
Net periodic benefit cost/(credit)	(245)	(224)
Non-U.S. Plans | Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	831	602
Interest cost	342	249
Expected return on plan assets	(237)	(221)
Amortization of net loss	25	71
Amortization of prior service (credit)/cost	(1)	(1)
Loss on settlement	0	0
Gain on curtailment	(296)	0
Net periodic benefit cost/(credit)	$ 664	$ 700

XML

Pension and Other Post-Retirement Benefits - Schedule of adjustment impact (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net revenue	$ 886,293	$ 807,271
Cost of revenue	582,457	532,419
Research and development	36,001	31,804
Selling, general and administrative	81,322	70,114
Amortization of intangible assets	35,069	40,258
Restructuring and other charges, net	3,766	11,050
Total operating costs and expenses	738,615	685,645
Profit from operations	147,678	121,626
Interest expense, net	(38,429)	(40,277)
Other, net	(4,633)	4,719
Income before taxes	$ 104,616	86,068
As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net revenue		807,271
Cost of revenue		532,726
Research and development		31,814
Selling, general and administrative		70,274
Amortization of intangible assets		40,258
Restructuring and other charges, net		11,050
Total operating costs and expenses		686,122
Profit from operations		121,149
Interest expense, net		(40,277)
Other, net		5,196
Income before taxes		86,068
ASU No. 2017-07 Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net revenue		0
Cost of revenue		(307)
Research and development		(10)
Selling, general and administrative		(160)
Amortization of intangible assets		0
Restructuring and other charges, net		0
Total operating costs and expenses		(477)
Profit from operations		477
Interest expense, net		0
Other, net		(477)
Income before taxes		$ 0

XML

Share-Based Payment Plans - Schedule of Non-Cash Compensation Expense Related to Equity Awards (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 5,090	$ 3,952
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,289	1,425
Restricted securities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 3,801	$ 2,527

XML

Share-Based Payment Plans - Narrative (Details)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option exercised (in shares)	58,000
Various Executives and Employees | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares (in shares)	11,000
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 55.81
Various Executives and Employees | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted shares (in shares)	0

XML

Fair Value Measures - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets
Assets	$ 0	$ 0
Liabilities
Liabilities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign currency forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Significant Other Observable Inputs (Level 2)
Assets
Assets	15,496	10,413
Liabilities
Liabilities	45,384	42,073
Significant Other Observable Inputs (Level 2) | Foreign currency forward contracts
Assets
Assets	12,590	3,955
Liabilities
Liabilities	43,317	40,969
Significant Other Observable Inputs (Level 2) | Commodity forward contracts
Assets
Assets	2,906	6,458
Liabilities
Liabilities	2,067	1,104
Significant Unobservable Inputs (Level 3)
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Significant Unobservable Inputs (Level 3) | Foreign currency forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	0	0
Significant Unobservable Inputs (Level 3) | Commodity forward contracts
Assets
Assets	0	0
Liabilities
Liabilities	$ 0	$ 0

XML

Fair Value Measures - Narrative (Details) $ in Millions	Mar. 31, 2018 USD ($)
Quanergy | Series B Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity investment	$ 50.0

XML

Fair Value Measures - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Term Loan | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 917,794	$ 927,794
Term Loan | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
Term Loan | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	923,530	930,114
Term Loan | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
4.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.875%
4.875% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 500,000	500,000
4.875% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
4.875% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	500,000	521,875
4.875% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
5.625% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	5.625%
5.625% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 400,000	400,000
5.625% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
5.625% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	416,000	439,000
5.625% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
5.0% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	5.00%
5.0% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 700,000	700,000
5.0% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
5.0% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	691,250	741,125
5.0% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	0
6.25% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	6.25%
6.25% Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 750,000	750,000
6.25% Senior Notes | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	0	0
6.25% Senior Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	785,625	813,750
6.25% Senior Notes | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 0	$ 0

XML

Derivative Instruments and Hedging Activities - Narrative (Details)	Mar. 31, 2018 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign currency cash flow loss to be reclassified during next 12 months	$ 27,400,000
Termination value of outstanding derivatives in a liability position	45,600,000
Collateral already posted, aggregate fair value	$ 0

XML

Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments (Details) - Mar. 31, 2018 € in Millions, ₩ in Millions, ¥ in Millions, ¥ in Millions, £ in Millions, RM in Millions, $ in Millions	EUR (€) ozt lb $ / lb $ / ozt $ / $ $ / ¥ € / $ $ / RM $ / ¥ £ / $ $ / ₩	KRW (₩) ozt lb $ / lb $ / ozt $ / $ $ / ¥ € / $ $ / RM $ / ¥ £ / $ $ / ₩	MXN ($) ozt lb $ / lb $ / ozt $ / $ $ / ¥ € / $ $ / RM $ / ¥ £ / $ $ / ₩	GBP (£) ozt lb $ / lb $ / ozt $ / $ $ / ¥ € / $ $ / RM $ / ¥ £ / $ $ / ₩	CNY (¥) ozt lb $ / lb $ / ozt $ / $ $ / ¥ € / $ $ / RM $ / ¥ £ / $ $ / ₩	MYR (RM) ozt lb $ / lb $ / ozt $ / $ $ / ¥ € / $ $ / RM $ / ¥ £ / $ $ / ₩	JPY (¥) ozt lb $ / lb $ / ozt $ / $ $ / ¥ € / $ $ / RM $ / ¥ £ / $ $ / ₩
Foreign currency forward contracts | Not designated | Euro to U.S. Dollar Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | €	€ 52.0
Weighted-Average Strike Rate | € / $	1.24	1.24	1.24	1.24	1.24	1.24	1.24
Foreign currency forward contracts | Not designated | U.S. Dollar to Chinese Renminbi Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥					¥ 772.0
Weighted-Average Strike Rate | $ / ¥	6.31	6.31	6.31	6.31	6.31	6.31	6.31
Foreign currency forward contracts | Not designated | U.S. Dollar to Japanese Yen Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥							¥ 375.0
Weighted-Average Strike Rate | $ / ¥	105.99	105.99	105.99	105.99	105.99	105.99	105.99
Foreign currency forward contracts | Not designated | U.S. Dollar to Mexican Peso Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | $			$ 252.0
Weighted-Average Strike Rate | $ / $	18.46	18.46	18.46	18.46	18.46	18.46	18.46
Foreign currency forward contracts | Designated | Euro to U.S. Dollar Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | €	€ 403.5
Weighted-Average Strike Rate | € / $	1.17	1.17	1.17	1.17	1.17	1.17	1.17
Foreign currency forward contracts | Designated | U.S. Dollar to Chinese Renminbi Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥					¥ 811.0
Weighted-Average Strike Rate | $ / ¥	6.71	6.71	6.71	6.71	6.71	6.71	6.71
Foreign currency forward contracts | Designated | U.S. Dollar to Japanese Yen Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ¥							¥ 617.6
Weighted-Average Strike Rate | $ / ¥	107.23	107.23	107.23	107.23	107.23	107.23	107.23
Foreign currency forward contracts | Designated | U.S. Dollar to Korean Won Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | ₩		₩ 38,245.5
Weighted-Average Strike Rate | $ / ₩	1,115.52	1,115.52	1,115.52	1,115.52	1,115.52	1,115.52	1,115.52
Foreign currency forward contracts | Designated | U.S. Dollar to Malaysian Ringgit Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | RM						RM 9.9
Weighted-Average Strike Rate | $ / RM	4.25	4.25	4.25	4.25	4.25	4.25	4.25
Foreign currency forward contracts | Designated | U.S. Dollar to Mexican Peso Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | $			$ 2,443.3
Weighted-Average Strike Rate | $ / $	20.29	20.29	20.29	20.29	20.29	20.29	20.29
Foreign currency forward contracts | Designated | British Pound Sterling to U.S. Dollar Exchange Rate
Hedges of Foreign Currency Risk
Notional amount of derivatives | £				£ 30.2
Weighted-Average Strike Rate | £ / $	1.32	1.32	1.32	1.32	1.32	1.32	1.32
Silver | Not designated
Hedges of Commodity Risk
Notional | ozt	1,091,710	1,091,710	1,091,710	1,091,710	1,091,710	1,091,710	1,091,710
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	17.68	17.68	17.68	17.68	17.68	17.68	17.68
Gold | Not designated
Hedges of Commodity Risk
Notional | ozt	12,410	12,410	12,410	12,410	12,410	12,410	12,410
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	1,311.87	1,311.87	1,311.87	1,311.87	1,311.87	1,311.87	1,311.87
Nickel | Not designated
Hedges of Commodity Risk
Notional | lb	274,872	274,872	274,872	274,872	274,872	274,872	274,872
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb	5.18	5.18	5.18	5.18	5.18	5.18	5.18
Aluminum | Not designated
Hedges of Commodity Risk
Notional | lb	5,552,122	5,552,122	5,552,122	5,552,122	5,552,122	5,552,122	5,552,122
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb	0.92	0.92	0.92	0.92	0.92	0.92	0.92
Copper | Not designated
Hedges of Commodity Risk
Notional | lb	7,407,223	7,407,223	7,407,223	7,407,223	7,407,223	7,407,223	7,407,223
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / lb	2.87	2.87	2.87	2.87	2.87	2.87	2.87
Platinum | Not designated
Hedges of Commodity Risk
Notional | ozt	7,807	7,807	7,807	7,807	7,807	7,807	7,807
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	988.64	988.64	988.64	988.64	988.64	988.64	988.64
Palladium | Not designated
Hedges of Commodity Risk
Notional | ozt	1,967	1,967	1,967	1,967	1,967	1,967	1,967
Weighted-Average Strike Price Per Unit (in dollars per unit) | $ / ozt	877.97	877.97	877.97	877.97	877.97	877.97	877.97

XML

Derivative Instruments and Hedging Activities - Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Designated
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	$ 12,132	$ 3,949
Liability Derivatives, Fair Value	42,965	39,687
Not designated
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	3,364	6,464
Liability Derivatives, Fair Value	2,419	2,386
Foreign currency forward contracts | Designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	10,435	3,576
Foreign currency forward contracts | Designated | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	1,697	373
Foreign currency forward contracts | Designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	37,636	32,806
Foreign currency forward contracts | Designated | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	5,329	6,881
Foreign currency forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	458	6
Foreign currency forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	352	1,282
Commodity forward contracts | Not designated | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	2,662	5,403
Commodity forward contracts | Not designated | Other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	244	1,055
Commodity forward contracts | Not designated | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	1,600	1,006
Commodity forward contracts | Not designated | Other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	$ 467	$ 98

XML

Derivative Instruments and Hedging Activities - Income Statement Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Foreign currency forward contracts | Net revenue | Designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss	$ (17,838)	$ (13,311)
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	(10,884)	5,385
Foreign currency forward contracts | Cost of revenue | Designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss	13,471	12,303
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	(826)	(6,568)
Foreign currency forward contracts | Other, net | Designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss	0	0
Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income	(1,376)	0
Foreign currency forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of (Loss)/Gain Recognized in Net Income	(4,950)	(2,536)
Commodity forward contracts | Other, net | Not designated
Derivative Instruments, Gain (Loss) [Line Items]
Amount of (Loss)/Gain Recognized in Net Income	$ (3,195)	$ 5,440

XML

Other, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Other Income and Expenses [Abstract]
Currency remeasurement gain on net monetary assets	$ 6,748	$ 2,191
Loss on foreign currency forward contracts	(6,326)	(2,536)
(Loss)/gain on commodity forward contracts	(3,195)	5,440
Loss on debt financing	(2,350)	0
Defined benefit and retiree healthcare plans net periodic benefit cost, excluding service component	(298)	(477)
Other	788	101
Other, net	$ (4,633)	$ 4,719

XML

Segment Reporting (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) segment	Mar. 31, 2017 USD ($)
Segment Reporting [Abstract]
Number of reporting segments | segment	2
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	$ 886,293	$ 807,271
Profit from operations	147,678	121,626
Amortization of intangible assets	(35,069)	(40,258)
Restructuring and other charges, net	(3,766)	(11,050)
Interest expense, net	(38,429)	(40,277)
Other, net	(4,633)	4,719
Income before taxes	104,616	86,068
Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	662,829
Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	223,464
Operating segments
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	886,293	807,271
Profit from operations	241,294	219,174
Operating segments | Performance Sensing
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	662,829	600,143
Profit from operations	169,410	151,736
Operating segments | Sensing Solutions
Reconciliation from Segment Totals to Consolidated [Abstract]
Net revenue	223,464	207,128
Profit from operations	71,884	67,438
Corporate and other
Reconciliation from Segment Totals to Consolidated [Abstract]
Profit from operations	(54,781)	(46,240)
Segment reconciling items
Reconciliation from Segment Totals to Consolidated [Abstract]
Amortization of intangible assets	(35,069)	(40,258)
Restructuring and other charges, net	$ (3,766)	$ (11,050)

XML

Net Income per Share - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic weighted-average ordinary shares outstanding (in shares)	171,404	170,947
Dilutive effect of stock options (in shares)	926	567
Dilutive effect of unvested restricted securities (in shares)	526	391
Diluted weighted-average ordinary shares outstanding (in shares)	172,856	171,905

XML

Net Income per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Anti-dilutive shares excluded
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	709	1,280
Contingently issuable shares excluded
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	787	517

XML

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Net revenue	$ 886,293	$ 807,271
Performance Sensing
Segment Reporting Information [Line Items]
Net revenue	662,829
Sensing Solutions
Segment Reporting Information [Line Items]
Net revenue	223,464
Automotive
Segment Reporting Information [Line Items]
Net revenue	543,649
Automotive | Performance Sensing
Segment Reporting Information [Line Items]
Net revenue	529,793
Automotive | Sensing Solutions
Segment Reporting Information [Line Items]
Net revenue	13,856
HVOR
Segment Reporting Information [Line Items]
Net revenue	133,036
HVOR | Performance Sensing
Segment Reporting Information [Line Items]
Net revenue	133,036
HVOR | Sensing Solutions
Segment Reporting Information [Line Items]
Net revenue	0
Appliance and HVAC
Segment Reporting Information [Line Items]
Net revenue	54,317
Appliance and HVAC | Performance Sensing
Segment Reporting Information [Line Items]
Net revenue	0
Appliance and HVAC | Sensing Solutions
Segment Reporting Information [Line Items]
Net revenue	54,317
Industrial
Segment Reporting Information [Line Items]
Net revenue	82,385
Industrial | Performance Sensing
Segment Reporting Information [Line Items]
Net revenue	0
Industrial | Sensing Solutions
Segment Reporting Information [Line Items]
Net revenue	82,385
Aerospace
Segment Reporting Information [Line Items]
Net revenue	41,706
Aerospace | Performance Sensing
Segment Reporting Information [Line Items]
Net revenue	0
Aerospace | Sensing Solutions
Segment Reporting Information [Line Items]
Net revenue	41,706
Other
Segment Reporting Information [Line Items]
Net revenue	31,200
Other | Performance Sensing
Segment Reporting Information [Line Items]
Net revenue	0
Other | Sensing Solutions
Segment Reporting Information [Line Items]
Net revenue	$ 31,200