Good morning, and welcome to Sensata Technologies Holding N.V. First Quarter 2014 Earnings Conference Call. At this time, I would like to inform you that this conference call is being recorded. [Operator Instructions] For opening remarks and introductions, I will turn the call over to Jacob Sayer, Vice President of Investor Relations and Corporate Communications. Mr. Sayer, you may begin.

Thank you, Stephanie, and good morning, everyone. Earlier today, Sensata issued a press release describing our financial performance for the first quarter of 2014. If you did not receive a copy, you may obtain it from the Investor Relations section of our website at sensata.com. This call is being webcast live, and a replay will be also available in the Investor Relations section of our website. Before we begin, let me remind everyone that today's discussion contains forward-looking statements based on the business environment as we currently see it and, as such, does include certain risks and uncertainties. Please refer to our press release and our 10-K and 10-Q filings for more information on the specific risk factors that could cause our actual results to materially differ from the projections described in today's discussion. In addition to U.S. GAAP reporting, Sensata reports certain financial measures that do not conform to Generally Accepted Accounting Principles. We believe these non-GAAP measures enhance the understanding of our performance. Reconciliations between these GAAP and non-GAAP measures are included in the tables found in today's press release, as well as in the Investor Relations section of our website under Financial Reports. Comments made during today's call will primarily refer to our non-GAAP financial results. On the call with me today are Martha Sullivan, our President and Chief Executive Officer; and Paul Vasington, our Chief Financial Officer. Martha will review some highlights and will discuss trends in the end markets that we serve. Paul will then provide a more detailed review of our financial results, including segment data for our Sensors & Controls business units for the first quarter. He will also outline our financial guidance for the second quarter and full year 2014. We'll hold questions until after our prepared remarks. [Operator Instructions] I'll now turn the call over to Martha Sullivan, our President and Chief Executive Officer. Martha?

Thank you, Jacob, and thank you, all, for joining our first quarter 2014 conference call. We are off to a good start in 2014 as our teams' execution drove better than expected net revenue growth and solid earnings performance in the quarter. Financial highlights include net revenue for the first quarter was a record $552 million, an increase of approximately 17% from net revenue of $470 million in the first quarter of 2013. We saw double-digit growth broadly across our business, driven primarily by content growth, acquisitions and growing markets. Revenue from our heavy vehicle and off-road business grew by over 50% from the prior year for the third quarter in a row. Adjusted EBITDA for the first quarter of 2014 was $141 million, an increase of approximately 12% from the first quarter last year; and adjusted net income for the first quarter was $98.1 million or $0.56 per diluted share, a substantial increase of approximately 17% from adjusted net income per diluted share of $0.48 in the same quarter last year. The macroeconomic landscape today appears to be slowly recovering and our results significantly outpaced this. Let me review our results by end market. Our revenue in the first quarter from the European automotive sector was up 20% from the prior year, significantly outpacing production growth as a result of strong content growth. In addition, vehicle registrations remained positive in the first quarter, up 8.4% year-on-year according to third-party data, with March posting the seventh consecutive month of positive registration data. We continue to expect that light vehicle production in Europe will grow approximately 3% for the year, ahead of some third-party estimates. We expect that our revenue will significantly outpace this and have incorporated this into our planning framework. Our sales in the North American light vehicle market…

Thank you, Martha. First quarter 2014 net revenue of $552 million, increased 17.3% compared to the first quarter of 2013. Of this, organic revenue growth was 11.5%, acquisitions contributed 5.2% and foreign exchange movements contributed 60 basis points. Adjusted EBITDA for the first quarter was $141.5 million or 25.6% of net revenue. Adjusted net income was $98.1 million or 17.8% of net revenue. Profitability indices were slightly weaker than the first quarter last year due primarily to the impact of recent acquisitions, higher investments for growth and price declines, partly offset by productivity gains and volume leverage. Cash taxes in the first quarter were approximately $7.5 million or 5.9% of adjusted EBIT, consistent with our overall target. Cash at March 31, 2014, was $334 million. For the first quarter, we generated $78 million of free cash flow compared to the year-ago quarter. Cash provided by operating activities was $105 million, cash used in investing activities totaled $83 million and cash used by financing activities totaled $6 million. Capital expenditures in the first quarter were $27 million. Capital allocation is a very important activity for us at Sensata. We continue to believe that acquisitions have the potential to provide the highest return for shareholders. Even after closing the recent 2 acquisitions, the acquisition pipeline remains full and cash generated by the business combined with our available revolver give us plenty of resources to pursue additional transactions. As of March 31, our gross debt has been at $1.7 billion and our net debt was $1.4 billion. Our net leverage ratio stood at 2.5x, right in line with our target of 2 to 3x adjusted EBITDA. I'm also pleased to report that Standard & Poor's recently upgraded its rating on Sensata. Our corporate S&P rating now stands at BB+, just 1 notch below…

[Operator Instructions] Your first question comes from the line of Wamsi Mohan with Bank of America Merrill Lynch.

Martha, I know you don't want to talk about content growth on a quarterly basis, but is there any color you can share on where you think content growth can land in 2014 and 2015 now that you had like another really strong quarter under your belt here?

Sure, Wamsi. Look, we had talked about a guide on content, as we launched the year, at 6% to 7% content growth for Sensata in '14. And we're very confident that we're going to be able to hit that. Recall that we are facing a bit of a headwind still on obsolescence associated with the OWS program. And the way that plays out this year, Wamsi, that will be more back-half loaded. So off to a great start, content growth, very evident in our results and in our backlog. But we do recognize the realities that we talked about when we guided to that 6% to 7% content growth. When we get to 2015, we really expect that given, certainly, a strong development on Euro 6 and other regulatory requirements in the second half, we'll be back to the normal rate, which is the 7% to 10%.

Okay, great. I will follow up. HVOR growth was really, really strong. Is there any evidence of pull-in? Are you expecting this trend to continue? And a quick question on pricing as well. Both you and Paul noted that those incremental pricing, I don't know if that was incremental or is it the normal pace that you typically expect within Sensors in just sort of price resets given price negotiations in 1Q?

Sure. On the production side of HVOR, we didn't get a ton of help from production year-over-year, so that was, I think, sort of mid, low single digits on the production front. So you really are seeing the strength of our overall business model there and that's been evident now for quite a few quarters. The pricing profile is very typical. We typically see price counts early in the year when new contracts come in play, so it's very much expected.

Your next question comes from the line of Jim Suva with Citi.

This is Zhen Yang on behalf of Jim Suva, Citi Research. Can you talk about European outlook trend? Apparently, it was very strong in March quarter. Do you see any upside for the 3% forecast given the strong March quarter results?

Yes. Recall that we actually guided at the 3% when third-party forecasters were talking about less than 1/2 that overall prediction for the year, and they're still quite a bit below that level. We think that our guide and our expectation continues to be appropriate around the 3% production expectation. So not a lot of change in our overall year despite the strong quarter. Keep in mind, the year-over-year comparison in the first half of the year in Europe, those are going to be very easy comps from a production perspective. So we're not expecting upside in Europe at this point. There absolutely is the potential for that when you look at 5 consecutive quarters now -- months now of registrations up year-over-year, so it's possible. We're not signaling that at this point.

Okay. That's helpful. So how is the Wabash integration? For -- EBIT margin is roughly 24% on March quarter, lower than the March quarter of 2013, while at a higher level of revenue. Should we expect some operating leverage given the higher revenue level for June quarter?

Yes. Well, I'll speak to this, just on how the integration that's going. I'll let Paul comment on how we see margin improving over time, and it is very much related to the integration and acquisition story. The acquisition is performing right in line with expectations. We had a very good quarter. We have a number of milestones that we need to reach in order to improve the margins in that business. And recall that, that acquisition, when we look at integration costs all-in, it's slightly dilutive in 2014. So as we acquire businesses and we look at taking advantage of Sensata's highly efficient operating footprint, it takes us some time to extract these synergies as we move manufacturing from high cost to low cost, building inventory in the process. So that should give you a sense for how that acquisition is actually developing. Paul, a couple of words on margin?

So I think we are seeing some synergies already on the acquisition. As it relates to margin as we move forward, I mean we will continue to see our margin expand as our productivity initiatives that we put in place last year and this year are gaining traction. So it would be natural for our margins to expand throughout the year.

Got it. So -- and my last question is tax rate. Is there any change for the guidance of 4% to 6% for fiscal year 2014? It looks like March quarter tax rate is a bit higher than that range. Is that correct?

Yes. We were at that a little bit higher with 5.9%. We're going to continue to be in the range, but on the higher end of the range.

Your next question comes from the line of Amit Daryanani with RBC Capital Markets.

Just 2 questions. One on the gross margins. Could you maybe just talk about why is gross margins flat year-over-year given the 17% revenue growth and almost seems like mix is a bit favorable given HVOR in the European market built up? Can you just talk about the headwind you're seeing on pricing and the activities in terms of dynamics on why gross margins went up on a year-over-year basis.

Yes. The overall company level gross margins, it gets back to the acquisitions. We're buying businesses that, when they first come into Sensata, are well below our margin levels. And that is part of the investment thesis is that we take advantage of our low-cost manufacturing footprint, our best cost-sourcing strategies and bring those companies to Sensata margins. So again, given that the Wabash acquisition is actually dilutive in 2014, it's running well below our average gross margins as expected.

Got it. And then I guess when I think of SG&A for the rest of the year, maybe I guess can you just talk on what do you expect in Q2? Because I think historically, Q2 tends to be the peak for OpEx and then it seems it's going to down from there. Is that sort of what you expect in 2014 as well?

Well, I think SG&A, I think the key thing is recognize that we'll have increasing compensation cost in -- at a normal merit cycle and we continue to invest for productivity and growth but, certainly, well within the ability of the business and within the framework of expanding margins over the course of the year.

Your next question comes from the line of Richard Kwas with Wells Fargo Securities.

On R&D, just the investment there. I know you talked to higher R&D investment for this year. Martha, where is that going? Is that going more to Sensors or Controls? It sounds like you're able to -- you're starting to be able to cross-sell more Sensors business than to traditional Controls customers. So I just want to get some additional color on that.

Sure. I think the way to think about that, most of the R&D is going into sensing products. But recognize that we actually have a number of new sensing products that come out of the Controls business. And so, it's a -- if we said, per segment, it's actually more to the sensor products. But there is now increasing investment in the Controls platform as it invests in more sensing products, if that helps.

Okay. And that gets booked in the Controls segment as revenue as that business comes through, correct?

That's correct. That's correct.

All right. And then on -- just a follow-up on Europe. So you are higher than IHS at this point. IHS has actually brought their numbers down for the year despite a strong Q1. What are the risks at this point to get to the 3%? It seems like you're pretty comfortable with that. But just what's the major -- what are you seeing in the market that would cause any concern around that?

Yes, Richard, I think it just goes back to the macro in Europe. So we're feeling as though there is less risk to that now coming out of the quarter than perhaps a quarter ago, but continue to be cautious. And it's just looking at the overall macro concerns in Europe. So our -- the point to be mindful of is as we get to that second half of the year, the comps are going to be tougher than they are in the first half. Now having said that, we don't expect production to be down year-over-year at the second half of the year. And as you look at how the first half is developing, I think that's what would have to happen in order to come out with a 1% or 1.5% up production year.

Okay, makes sense. And then just finally in HVOR. You've had tremendous growth there the last several quarters. When should we expect that the growth rate tempers down? I know you've been launching a number of new programs, you've got some regulatory changes that are -- should be benefiting -- or excuse me, are benefiting you right now, but just when should we should we think this 50% number starts to taper down a bit?

Right now, we think HVOR is going to be an important driver of the business through 2014, so we're not seeing a lot of tempering there. The caution on that is they can be subject to engine builds versus truck builds in some market. As you know, from time to time, it deals with inventory builds, we're not seeing those. So at this point, we're pretty bullish on our HVOR position.

And do you have any exposure to Brazil, or any meaningful exposure to Brazil or for South America?

Not terribly meaningful. They had a bit of an impact on the Controls revenue in the quarter, and that's where we have most of our exposure.

Your next question comes from the line of Rob Wertheimer with Vertical Research Partners. Your next question comes from the line of Shawn Harrison with Longbow Research.

I wanted to just get a little finer detail in terms of how much revenue from Japan was pulled into the March quarter, and how much of that is going to now impact the June quarter?

I think we can speak to it in terms of production rates. And so, as we look at Japan, train production rates, I think we're up something like 8% to 10% in the first quarter. That actually moves to a decline -- let's just check that for you. But yes, so pretty big swing for that particular area. Keep in mind, Japan continues to decline in terms of its consumption of automobiles and, more importantly, its production, which is the way we measure our revenue. So it's becoming sort of less important to Sensata in terms of overall revenue. So it is one that we continue to track.

Okay. And then I guess a follow-up, just thinking about the year. And not to put words into your mouth, but if we take the run rate of revenues in the first half of the year, which are extremely strong, and you apply maybe some normal seasonality into the back half of the year even with the content headwinds in North America, it looks like you're already tracking toward the upper end of guidance. Is there something that I'm missing in terms of the seasonality dynamics this year that would make that statement false?

Just a couple of things to be mindful of, we talked about the fact that the obsolescence headwind we had on our occupant weight sensing program, which was significant in 2013, will remain with us in 2014. And the way that program tracks down, you'll see that impacting the second half of '14, not in the first. So that is the one element that would change our seasonality a bit as we go into the second half of the year. Now having said that, we feel as though we're off, as I said, to a great start, feeling really good about where we land in the year.

Your next question comes from the line of Christopher Glynn with Oppenheimer. Christopher Glynn - Oppenheimer & Co. Inc., Research Division: So just on the Controls segment, it seems that there's sort of a consistent, moderate downward pressure on the margins there the last few years, I'm wondering if you could just speak to that.

Yes. I'm not sure I would align with that observation. We need to maybe compare notes on what you're looking at exactly. We did see an issue in the quarter as it relates to some new product launches. So given that Controls is a smaller business and launched its first commercial sensor, it's not unusual for that to be a fairly operationally intense exercise in Sensata. So they had a bit of a onetime weighting on the margins in the first quarter. Paul?

Yes. I think we're -- just looking at the trends, we're relatively consistent at low 30%, 31% margin range. And I think we'll come back, obviously we've commented that the productivity gains, by and large, will help bring the margins back in line with what you've seen in the prior 8 quarters. Christopher Glynn - Oppenheimer & Co. Inc., Research Division: Okay. Then I think you mentioned expectation for solid growth in the second quarter. Just wondering how the Brazil and China dynamics kind of play into that? And what was unique to the first quarter versus the first half?

Yes, yes, good question. One of the things we saw happen in the Controls business, we talked about some inventory contraction in China, it was actually a very target issue. We had -- our customers' customers -- actually there was a bankruptcy. ACC is a player in that part of the world, in the refrigeration space. They went bankrupt and sold to a company called Secop, and we saw some inventory correction that came out of that, that we would not expect to continue. So recall that, by the time we get to this point in the quarter, we see what our backlog is, we see how that's tracking in China and in Brazil. And while weak, versus history, we continue to be confident that we're going to see solid growth in Controls in the second quarter.

Your next question comes from the line of Steven Fox with Cross Research.

First question. Just going back over the heavy vehicle sales growth in the quarter. Could you back out of the acquisition and talk a little bit about organic growth? And then I don't know if there's any more specifics you can provide around the organic growth or the organic growth outlook for the rest of the year, but any further details will be helpful. Then I have a quick follow-up.

Yes, sure. When we talk about the Wabash acquisition, I think we've provided some color that, that business is largely North American-centric and splits about 60% light vehicle, about 40% heavy vehicle at a run rate of about $75 million. So that would give you a sense for what the overall impact would have been to that segment.

And then going forward, I guess maybe just besides what you said, is there anything more specific we should think about in terms of Sensata's own success in that market, say, over the next 3 to 4 quarters?

I would just go back to our overall comments around 6% to 7% content growth on Sensata. HVOR is a big contributor to that as are other regions and segments of the world. We've spelled out what the production assumptions are in the different segments that will help to drive our overall organic growth.

Great. That's helpful. And then just separately on the industrial markets, which are down slightly year-over-year, I guess just a little more specific outlook for the rest of the year. Some peers have seen better recovery in some of those end markets than I guess you guys are at this point. Is there anything specifically related to your products or customers that we should think about there?

Yes. I mentioned the 1 inventory issue that we saw in China. We are seeing a slowing of industrial markets in China. I would not expect them to be down year-over-year in the foregoing quarters.

Your next question comes from the line of Mark Delaney of Goldman Sachs.

I was hoping first if you could elaborate a little bit more on your expectations for the Wabash integration. How long should we expect the restructuring charges or the integration charges to be in the model? And when do you expect to have the products on the margin profile that you eventually expect to get them to?

Yes. Typically our integrations run about 24 months. The integration cost tend to be more heavily loaded in the first year. And the way the actual margin plays out, we build high-cost inventory, gives you a pretty intensive approval process with our customers, and then begin to shift from the Sensata locations. And so, there's a process of moving lines, qualifying lines, testing products, building inventory. And then, once we've moved into Sensata's space, we draw down that inventory. That takes up to 24 months. And that's about the expectation we have.

That's helpful. And then for my follow-up question, I'm hoping you can better quantify the headwinds that you expect from the occupant weight sensor issue. I think in your 10-K for the 4 sensor products, there's about $50 million of revenue in 2013. And I believe you recognized the occupant weight sensors there. And I'm just trying to understand, I mean, is all of that $50 million at risk in the back half of '14? Is there any chance this goes in 2015? Or are there other products in there, so the potential impact is maybe smaller than $50 million?

We don't think we'll be shipping that product as we move into 2015. Keep in mind, the obsolescence impact, it comes from looking at 1 quarter to the previous year quarters. So when you look at the first half of '15, you're going to see some obsolescence impact there because we're shipping in the first half of '14. But to answer your question, we think we'll be done shipping that product as we end the year.

[Operator Instructions] Your next question comes from the line of Ambrish Srivastava with BMO.

Martha, I had a question on the longer-term margin model, it's 38% to 40%. Is that -- does that still hold? And then what's the right way to think about gross margins? As you are highlighting or walking through the impact of acquisitions, the first year more loaded to the first year. So absent any acquisitions from here on, the right way to think about it is that margins from a year from here should normalize back to the low end of the 38% to 40%, or what's the right framework?

I would really encourage you to think about it at ANI. And the reasons being, we see really interesting acquisition opportunities that run gross margins below our levels even after synergy. But when we look at very minimal SG&A burden and actually the ability to leverage further Sensata's SG&A, we get to very attractive ANI margins. So not really going to comment about that from a gross margin perspective. I think you get back to the question, it really is when do you expect the acquisitions to run near the Sensata indexes? Again, that's about a 24-month integration period. And that's our expectation on the Wabash Technologies. Absent any integrations, we think we get back to the 20% to 23% ANI model. Keep in mind, we were at 20% in the fourth quarter of 2013.

Great. I think the message is it's really misplaced for us to be focused on the 38% to 40%. And really, ANI is what we should be focused on.

That's right.

Your next question comes from the line of William Stein with SunTrust Robinson Humphrey.

This is Joe Meares filling in for Will Stein. We're seeing an uptick in advanced drivers' assistance systems, especially in premium European autos. I'm just wondering if any of your Sensors or Controls sales are benefiting from this.

You're asking about adaptive safety systems?

Yes.

Okay. We don't actually have any perimeter sensing when -- that's one of the sensors that's involved in those systems. They do integrate vehicle stability control systems where we are quite present. And so, there is a bit of an indirect relationship there. But we're not on the specific content that goes on once you move to ADAS systems.

Your next question comes from the line of Rob Wertheimer with Vertical Research Partners.

This is just a minor one. You had -- I was just trying to figure out my up income. You had a deferred -- the gain/loss on hedges, currency measurement, et cetera, $4,194. Was that in any of the operating expenses or that was below the line in other net?

That relates to our commodity hedging program.

I'm sorry, yes. But which line was it booked in the income statement? The actual expense line.

I believe in other income and expense.

Your next question comes from the line of Wamsi Mohan with Bank of America Merrill Lynch.

Martha, I was just wondering, at a high level, can you comment on what trends you're seeing regarding diesel penetration within the U.S.? Do you think that has a chance to actually inflect higher over the next 2 years?

Yes, Wamsi, I thought you're going to ask me about Europe, because we track that one really, really closely which, by the way, is running at around the 45% level as expected. I think that there's -- we're always hopeful that diesel will be more of a play in North America. I think what's encouraging is we're seeing players beyond the European players, who typically have the strongest seasonal offerings in this country. We're seeing players beyond that now beginning to look at developing and bringing those engines into their offerings, still very much at an option level, and that means in places like California, which are really important markets, you're probably not going to see them. So I think an increase in diesel penetration in the U.S. is a great option upside for Sensata. It's one that we certainly support, and we're very involved in those developments. I think the offset to that is we still need to see regulations be a bit more diesel-friendly in this country.

Okay, great. And last one for me, we've seen, obviously, some connector companies talk more and more about sensor-based acquisitions. So a, are you seeing increased competitions for the deals that you think you're maybe close to completion or maybe in the final stages of taking a pipeline? And do you think it brings the returns profile lower, or do you think that there's a broad-based enough target market that will fit better with the different companies in this space and so there's really not going to be a decrease in the returns profile?

Yes. We really haven't seen increased competition given some of the folks who have said that they're in sensors. And keep in mind, 2/3 of what we've done in the past and what we're focused on now is negotiated deals or proprietary deals, Wamsi, so not seeing a ton of that. I would say, in general, we're seeing increases in valuation expectation but nothing out of line with what we can deliver from a synergy perspective. So we don't expect to see that have a big weighting on our returns.

As there are no more questions, I'd like to turn the conference call back over to Mr. Sayer for closing remarks. Mr. Sayer?

Thank you, Stephanie. I'd like to thank you, all, for joining our first quarter 2014 financial results call today. Later in the quarter, Sensata will be participating in Wells Fargo's industrial investor conference in New York on May 7, Oppenheimer's industrial investment conference in New York on May 13 and Bank of America Merrill Lynch's technology investor conference in San Francisco on June 2. We appreciate your continued interest in and support of Sensata and look forward to speaking with you on the road, and again next quarter. Thank you, and goodbye.

That concludes the call for today. You may now disconnect.