ü
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Michigan
|
|
38-2030505
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
600 N. Centennial, Zeeland, Michigan
|
|
49464
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
ü
|
|
|
Accelerated filer
|
|
|
|
|
|
||
Non-accelerated filer
|
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
Class
|
|
Shares Outstanding, October 22, 2014
|
Common Stock, $.06 Par Value
|
|
146,390,976
|
Part I - Financial Information
|
Page
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
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Part II - Other Information
|
|
|
Item 1A.
|
||
Item 6.
|
||
|
||
|
|
September 30, 2014
(Unaudited)
|
|
December 31, 2013
(Note)
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
433,486,636
|
|
|
$
|
309,591,724
|
|
Accounts receivable, net
|
186,412,048
|
|
|
143,046,590
|
|
||
Inventories
|
135,597,900
|
|
|
120,074,164
|
|
||
Prepaid expenses and other
|
44,483,202
|
|
|
28,473,764
|
|
||
Total current assets
|
799,979,786
|
|
|
601,186,242
|
|
||
|
|
|
|
||||
PLANT AND EQUIPMENT—NET
|
363,385,115
|
|
|
357,021,225
|
|
||
|
|
|
|
||||
OTHER ASSETS
|
|
|
|
||||
Goodwill
|
307,365,845
|
|
|
307,365,845
|
|
||
Long-term investments
|
104,108,686
|
|
|
107,005,522
|
|
||
Intangible Assets, net
|
351,700,000
|
|
|
366,175,000
|
|
||
Patents and other assets, net
|
23,892,960
|
|
|
25,334,600
|
|
||
Total other assets
|
787,067,491
|
|
|
805,880,967
|
|
||
Total assets
|
$
|
1,950,432,392
|
|
|
$
|
1,764,088,434
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
|
|
||||
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
68,613,408
|
|
|
$
|
56,510,321
|
|
Accrued liabilities
|
74,499,771
|
|
|
63,470,093
|
|
||
Total current liabilities
|
143,113,179
|
|
|
119,980,414
|
|
||
|
|
|
|
||||
LONG TERM DEBT
|
260,000,000
|
|
|
265,625,000
|
|
||
|
|
|
|
||||
DEFERRED INCOME TAXES
|
49,804,142
|
|
|
50,879,337
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES
|
452,917,321
|
|
|
436,484,751
|
|
||
|
|
|
|
||||
SHAREHOLDERS’ INVESTMENT
|
|
|
|
||||
Common stock
|
8,783,459
|
|
|
8,734,681
|
|
||
Additional paid-in capital
|
515,108,023
|
|
|
478,865,778
|
|
||
Retained earnings
|
959,485,823
|
|
|
818,027,861
|
|
||
Accumulated other comprehensive income
|
14,137,766
|
|
|
21,975,363
|
|
||
Total shareholders’ investment
|
1,497,515,071
|
|
|
1,327,603,683
|
|
||
Total liabilities and shareholders’ investment
|
$
|
1,950,432,392
|
|
|
$
|
1,764,088,434
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
NET SALES
|
$
|
350,913,912
|
|
|
$
|
288,621,626
|
|
|
$
|
1,025,090,220
|
|
|
$
|
845,094,493
|
|
|
|
|
|
|
|
|
|
||||||||
COST OF GOODS SOLD
|
212,288,220
|
|
|
182,659,141
|
|
|
620,873,493
|
|
|
543,055,886
|
|
||||
Gross profit
|
138,625,692
|
|
|
105,962,485
|
|
|
404,216,727
|
|
|
302,038,607
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Engineering, research and development
|
21,671,940
|
|
|
19,106,682
|
|
|
62,395,241
|
|
|
56,654,440
|
|
||||
Selling, general & administrative
|
13,747,925
|
|
|
13,199,557
|
|
|
41,602,675
|
|
|
36,278,011
|
|
||||
Total operating expenses
|
35,419,865
|
|
|
32,306,239
|
|
|
103,997,916
|
|
|
92,932,451
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
103,205,827
|
|
|
73,656,246
|
|
|
300,218,811
|
|
|
209,106,156
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME
|
|
|
|
|
|
|
|
||||||||
Investment income
|
406,491
|
|
|
474,084
|
|
|
1,129,654
|
|
|
1,595,214
|
|
||||
Other, net
|
380,289
|
|
|
6,912,924
|
|
|
9,958,235
|
|
|
13,224,735
|
|
||||
Total other income
|
786,780
|
|
|
7,387,008
|
|
|
11,087,889
|
|
|
14,819,949
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before provision for income taxes
|
103,992,607
|
|
|
81,043,254
|
|
|
311,306,700
|
|
|
223,926,105
|
|
||||
|
|
|
|
|
|
|
|
||||||||
PROVISION FOR INCOME TAXES
|
31,655,724
|
|
|
25,522,293
|
|
|
93,677,000
|
|
|
70,877,180
|
|
||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
$
|
72,336,883
|
|
|
$
|
55,520,961
|
|
|
$
|
217,629,700
|
|
|
$
|
153,048,925
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER SHARE:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.50
|
|
|
$
|
0.39
|
|
|
$
|
1.50
|
|
|
$
|
1.07
|
|
Diluted
|
$
|
0.49
|
|
|
$
|
0.38
|
|
|
$
|
1.49
|
|
|
$
|
1.06
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Dividends Declared per Share
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net Income
|
$
|
72,336,883
|
|
|
$55,520,961
|
|
$217,629,700
|
|
$153,048,925
|
||||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(269,392
|
)
|
|
273,097
|
|
|
(602,131
|
)
|
|
(99,537
|
)
|
||||
Unrealized gains (losses) on available-for sales securities, net
|
(4,785,501
|
)
|
|
1,598,977
|
|
|
(11,131,487
|
)
|
|
7,119,498
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), before tax
|
(5,054,893
|
)
|
|
1,872,074
|
|
|
(11,733,618
|
)
|
|
7,019,961
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision (Benefit) for income taxes related to components of other comprehensive income
|
(1,674,925
|
)
|
|
559,642
|
|
|
(3,896,021
|
)
|
|
2,491,824
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
(3,379,968
|
)
|
|
1,312,432
|
|
|
(7,837,597
|
)
|
|
4,528,137
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income
|
$
|
68,956,915
|
|
|
$
|
56,833,393
|
|
|
$
|
209,792,103
|
|
|
$
|
157,577,062
|
|
(1)
|
Basis of Presentation
|
(2)
|
Adoption of New Accounting Standards
|
(3)
|
Goodwill and Other Intangible Assets
|
Other Intangible Assets
|
Gross
|
Accumulated Amortization
|
Net
|
Assumed Useful Life
|
||||||
HomeLink
®
Trade Names and Trademarks
|
$
|
52,000,000
|
|
$
|
—
|
|
$
|
52,000,000
|
|
Indefinite
|
HomeLink
®
Technology
|
180,000,000
|
|
(15,000,000
|
)
|
165,000,000
|
|
12 years
|
|||
Existing Customer Platforms
|
43,000,000
|
|
(4,300,000
|
)
|
38,700,000
|
|
10 years
|
|||
Exclusive Licensing Agreement
|
96,000,000
|
|
—
|
|
96,000,000
|
|
Indefinite
|
|||
Total other identifiable intangible assets
|
$
|
371,000,000
|
|
$
|
(19,300,000
|
)
|
$
|
351,700,000
|
|
|
(4)
|
Investments
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Total as of
|
|
Quoted Prices in
Active Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
September 30, 2014
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash & Cash Equivalents
|
$
|
433,486,636
|
|
|
$
|
433,486,636
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Other
|
79
|
|
|
79
|
|
|
—
|
|
|
—
|
|
||||
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
23,519,643
|
|
|
23,519,643
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds – Equity
|
80,589,043
|
|
|
80,589,043
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
537,595,401
|
|
|
$
|
537,595,401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Total as of
|
|
Quoted Prices in
Active Markets for
Identical Assets
|
|
Significant Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
December 31, 2013
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash & Cash Equivalents
|
$
|
309,591,724
|
|
|
$
|
309,591,724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
33,282,439
|
|
|
33,282,439
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds – Equity
|
73,723,083
|
|
|
73,723,083
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
416,597,246
|
|
|
$
|
416,597,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Unrealized
|
|
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Market Value
|
||||||||
Short-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Other
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
16,211,829
|
|
|
7,679,257
|
|
|
(371,443
|
)
|
|
23,519,643
|
|
||||
Mutual Funds – Equity
|
69,078,434
|
|
|
11,518,734
|
|
|
(8,125
|
)
|
|
80,589,043
|
|
||||
Total
|
$
|
85,290,342
|
|
|
$
|
19,197,991
|
|
|
$
|
(379,568
|
)
|
|
$
|
104,108,765
|
|
|
|
|
Unrealized
|
|
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Market Value
|
||||||||
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
$
|
22,799,035
|
|
|
$
|
10,532,007
|
|
|
$
|
(48,603
|
)
|
|
$
|
33,282,439
|
|
Mutual Funds – Equity
|
54,256,577
|
|
|
19,466,506
|
|
|
—
|
|
|
73,723,083
|
|
||||
Total
|
$
|
77,055,612
|
|
|
$
|
29,998,513
|
|
|
$
|
(48,603
|
)
|
|
$
|
107,005,522
|
|
|
Aggregate Unrealized Losses
|
|
Aggregate Fair Value
|
||||
Less than one year
|
$
|
379,568
|
|
|
$
|
8,020,691
|
|
|
Aggregate Unrealized Losses
|
|
Aggregate Fair Value
|
||||
Less than one year
|
$
|
48,603
|
|
|
$
|
1,886,080
|
|
(5)
|
Inventories consisted of the following at the respective balance sheet dates:
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Raw materials
|
$
|
85,490,437
|
|
|
$
|
75,081,810
|
|
Work-in-process
|
25,296,997
|
|
|
21,409,976
|
|
||
Finished goods
|
24,810,466
|
|
|
23,582,378
|
|
||
Total Inventory
|
$
|
135,597,900
|
|
|
$
|
120,074,164
|
|
(6)
|
Earnings Per Share
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Numerator for both basic and diluted EPS, net income
|
$
|
72,336,883
|
|
|
$
|
55,520,961
|
|
|
$
|
217,629,700
|
|
|
$
|
153,048,925
|
|
Denominators:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic EPS, weighted-average shares outstanding
|
145,484,717
|
|
|
143,697,760
|
|
|
145,191,648
|
|
|
143,160,402
|
|
||||
Potentially dilutive shares resulting from stock plans
|
953,259
|
|
|
821,140
|
|
|
1,176,808
|
|
|
655,639
|
|
||||
Denominator for diluted EPS
|
146,437,976
|
|
|
144,518,900
|
|
|
146,368,456
|
|
|
143,816,041
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shares related to stock plans not included in diluted average common shares outstanding because their effect would be anti-dilutive
|
3,849,424
|
|
|
3,220,980
|
|
|
1,474,557
|
|
|
3,573,418
|
|
(7)
|
Stock-Based Compensation Plans
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Dividend Yield
(1)
|
2.36
|
%
|
|
2.64
|
%
|
|
2.32
|
%
|
|
2.70
|
%
|
Expected volatility
(2)
|
37.70
|
%
|
|
44.90
|
%
|
|
38.73
|
%
|
|
45.61
|
%
|
Risk-free interest rate
(3)
|
1.79
|
%
|
|
1.39
|
%
|
|
1.81
|
%
|
|
1.19
|
%
|
Expected term of options (years)
(4)
|
4.38
|
|
|
4.00
|
|
|
4.84
|
|
|
4.01
|
|
Weighted-avg. grant date fair value
|
$7.19
|
|
$7.61
|
|
$8.25
|
|
$6.98
|
(2)
|
Amount is determined based on analysis of historical price volatility of the Company’s common stock. The expected volatility is based on the daily percentage change in the price of the stock over a period equal to the expected term of the option grant.
|
(3)
|
Represents the U.S. Treasury yield over the expected term of the option grant.
|
(4)
|
Represents the period of time that options granted are expected to be outstanding. Based on analysis of historical option exercise activity, the Company has determined that all employee groups exhibit similar exercise and post-vesting termination behavior.
|
(8)
|
Comprehensive Income
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
2,175,183
|
|
|
$
|
2,086,299
|
|
|
$
|
2,507,922
|
|
|
$
|
2,458,933
|
|
Other Comprehensive (loss) income before reclassifications
|
(269,392
|
)
|
|
273,097
|
|
|
(602,131
|
)
|
|
(99,537
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net current-period change
|
(269,392
|
)
|
|
273,097
|
|
|
(602,131
|
)
|
|
(99,537
|
)
|
||||
Balance at end of period
|
1,905,791
|
|
|
2,359,396
|
|
|
1,905,791
|
|
|
2,359,396
|
|
||||
Unrealized gains on available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
15,342,551
|
|
|
18,700,117
|
|
|
19,467,441
|
|
|
15,111,778
|
|
||||
Other Comprehensive income (loss) before reclassifications
|
(1,604,338
|
)
|
|
5,240,576
|
|
|
1,788,502
|
|
|
13,932,930
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(1,506,238
|
)
|
|
(4,201,241
|
)
|
|
(9,023,968
|
)
|
|
(9,305,256
|
)
|
||||
Net current-period change
|
(3,110,576
|
)
|
|
1,039,335
|
|
|
(7,235,466
|
)
|
|
4,627,674
|
|
||||
Balance at end of period
|
12,231,975
|
|
|
19,739,452
|
|
|
12,231,975
|
|
|
19,739,452
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income, end of period
|
$
|
14,137,766
|
|
|
$
|
22,098,848
|
|
|
$
|
14,137,766
|
|
|
$
|
22,098,848
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amounts Reclassified from Other Comprehensive Income
|
|
Affected Line item in the Statement of Consolidated Income
|
||||||||||||||
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
|
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
||||||||
Unrealized gains on available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Realized gain on sale of securities
|
|
$
|
2,317,289
|
|
|
$
|
6,463,447
|
|
|
$
|
13,883,028
|
|
|
$
|
14,315,778
|
|
|
Other, net
|
Provision for Income Taxes
|
|
(811,051
|
)
|
|
(2,262,206
|
)
|
|
(4,859,060
|
)
|
|
(5,010,522
|
)
|
|
Provision for Income Taxes
|
||||
Total reclassifications for the period
|
|
$
|
1,506,238
|
|
|
$
|
4,201,241
|
|
|
$
|
9,023,968
|
|
|
$
|
9,305,256
|
|
|
Net of tax
|
(9)
|
Debt and Financing Arrangements
|
(10)
|
Equity
|
(11)
|
Contingencies
|
(12)
|
Segment Reporting
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Automotive Products
|
$
|
341,786,404
|
|
|
$
|
280,924,112
|
|
|
$
|
997,708,190
|
|
|
$
|
823,681,484
|
|
Other
|
9,127,508
|
|
|
7,697,514
|
|
|
27,382,030
|
|
|
21,413,009
|
|
||||
Total
|
$
|
350,913,912
|
|
|
$
|
288,621,626
|
|
|
$
|
1,025,090,220
|
|
|
$
|
845,094,493
|
|
Income from operations:
|
|
|
|
|
|
|
|
||||||||
Automotive Products
|
$
|
100,053,622
|
|
|
$
|
71,376,726
|
|
|
$
|
290,348,056
|
|
|
$
|
203,997,815
|
|
Other
|
3,152,205
|
|
|
2,279,520
|
|
|
9,870,755
|
|
|
5,108,341
|
|
||||
Total
|
$
|
103,205,827
|
|
|
$
|
73,656,246
|
|
|
$
|
300,218,811
|
|
|
$
|
209,106,156
|
|
|
Three Months Ended
September 30,
|
|
Nine Months ended
September 30,
|
||||||||||||||
|
2014
|
|
2013
|
|
%
Change
|
|
2014
|
|
2013
|
|
%
Change
|
||||||
North American Interior Mirrors
|
2,054
|
|
|
1,867
|
|
|
10
|
%
|
|
6,148
|
|
|
5,897
|
|
|
4
|
%
|
North American Exterior Mirrors
|
627
|
|
|
563
|
|
|
11
|
%
|
|
1,792
|
|
|
1,631
|
|
|
10
|
%
|
Total North American Mirror Units
|
2,681
|
|
|
2,430
|
|
|
10
|
%
|
|
7,939
|
|
|
7,528
|
|
|
5
|
%
|
International Interior Mirrors
|
3,206
|
|
|
2,972
|
|
|
8
|
%
|
|
9,778
|
|
|
8,507
|
|
|
15
|
%
|
International Exterior Mirrors
|
1,347
|
|
|
1,202
|
|
|
12
|
%
|
|
4,022
|
|
|
3,493
|
|
|
15
|
%
|
Total International Mirror Units
|
4,553
|
|
|
4,174
|
|
|
9
|
%
|
|
13,800
|
|
|
12,000
|
|
|
15
|
%
|
Total Interior Mirrors
|
5,259
|
|
|
4,839
|
|
|
9
|
%
|
|
15,926
|
|
|
14,404
|
|
|
11
|
%
|
Total Exterior Mirrors
|
1,974
|
|
|
1,765
|
|
|
12
|
%
|
|
5,813
|
|
|
5,124
|
|
|
13
|
%
|
Total Auto-Dimming Mirror Units
|
7,233
|
|
|
6,604
|
|
|
10
|
%
|
|
21,739
|
|
|
19,528
|
|
|
11
|
%
|
|
September 30, 2014
|
|
December 31, 2013
|
|
|||
Working Capital
|
$
|
656,866,607
|
|
|
$
|
481,205,828
|
|
Long Term Investments
|
104,108,686
|
|
|
107,005,522
|
|
||
Total
|
$
|
760,975,293
|
|
|
$
|
588,211,350
|
|
Item 3.
|
Quantitative And Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls And Procedures.
|
Item 1A.
|
Risk Factors.
|
Issuer Purchase of Equity Securities
|
||||||||
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchase As Part of a Publicly Announced Plan*
|
Maximum Number of Shares That May Yet Be Purchased Under the Plan*
|
||||
July 2014
|
172,500
|
|
28.98
|
|
172,500
|
|
3,827,500
|
|
August 2014
|
—
|
|
—
|
|
—
|
|
3,827,500
|
|
September 2014
|
179,065
|
|
27.92
|
|
179,065
|
|
3,648,435
|
|
Total
|
351,565
|
|
|
351,565
|
|
|
Quarter Ended
|
|
Total Number of Shares
Purchased All as Part of a Publicly Announced Plan
(Post - Split)
|
|
Cost of Shares
Purchased
|
|||
March 31, 2003
|
|
830,000
|
|
|
$
|
10,246,810
|
|
September 30, 2005
|
|
1,496,059
|
|
|
25,214,573
|
|
|
March 31, 2006
|
|
2,803,548
|
|
|
47,145,310
|
|
|
June 30, 2006
|
|
7,201,081
|
|
|
104,604,414
|
|
|
September 30, 2006
|
|
3,968,171
|
|
|
55,614,102
|
|
|
December 31, 2006
|
|
1,232,884
|
|
|
19,487,427
|
|
|
March 31, 2007
|
|
447,710
|
|
|
7,328,015
|
|
|
March 31, 2008
|
|
2,200,752
|
|
|
34,619,490
|
|
|
June 30, 2008
|
|
1,203,560
|
|
|
19,043,775
|
|
|
September 30, 2008
|
|
2,519,153
|
|
|
39,689,410
|
|
|
December 31, 2008
|
|
2,125,253
|
|
|
17,907,128
|
|
|
September 30, 2012
|
|
1,971,829
|
|
|
33,716,725
|
|
|
September 30, 2014
|
|
351,565
|
|
|
9,999,957
|
|
|
Totals
|
|
28,351,565
|
|
|
$
|
424,617,136
|
|
Item 6.
|
Exhibits.
|
See Exhibit Index on Page
29
|
|
|
|
GENTEX CORPORATION
|
|
|
|
|
Date:
|
November 10, 2014
|
|
/s/ Fred T. Bauer
|
|
|
|
Fred T. Bauer
|
|
|
|
Chairman and Chief
|
|
|
|
Executive Officer (Principal Executive Officer) on behalf of Gentex Corporation
|
|
|
|
|
Date:
|
November 10, 2014
|
|
/s/ Steven R. Downing
|
|
|
|
Steven R. Downing
|
|
|
|
Vice President – Finance and Treasurer
|
|
|
|
(Principal Financial Officer) on behalf of Gentex Corporation
|
|
|
|
|
Date:
|
November 10, 2014
|
|
/s/ Kevin C. Nash
|
|
|
|
Kevin C. Nash
|
|
|
|
Vice President - Accounting
|
|
|
|
(Principal Accounting Officer) on behalf of Gentex Corporation
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
ISDA Master Agreement between Wells Fargo Bank, N.A. and Gentex Corporation dated as of October 1, 2014 (with Schedule to the Master Agreement).
|
|
|
|
31.1
|
|
Certificate of the Chief Executive Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
|
|
31.2
|
|
Certificate of the Chief Financial Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
|
|
32
|
|
Certificate of the Chief Executive Officer and Chief Financial Officer of Gentex Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
1.
|
Interpretation
|
2.
|
Obligations
|
(c)
|
Netting.
If on any date amounts would otherwise be payable:-
|
(i)
|
in the same currency; and
|
(ii)
|
in respect of the same Transaction,
|
(d)
|
Deduction or Withholding for Tax.
|
(ii)
|
Liability
. If:-
|
(2)
|
X does not so deduct or withhold; and
|
(3)
|
a liability resulting from such Tax is assessed directly against X,
|
(ii)
|
any other documents specified in the Schedule or any Confirmation; and
|
(iii)
|
Credit Support Default
.
|
1.
|
Early Termination
|
(b)
|
Right to Terminate Following Termination Event
.
|
(iv)
|
Right to Terminate.
If:-
|
(c)
|
Effect of Designation.
|
(d)
|
Calculations.
|
(ii)
|
Termination Events
.
If the Early Termination Date results from a Termination Event:-
|
(2)
|
Two Affected Parties
. If there are two Affected Parties:-
|
2.
|
Transfer
|
3.
|
Contractual Currency
|
4.
|
Miscellaneous
|
(e)
|
Counterparts and Confirmations.
|
5.
|
Offices; Multibranch Parties
|
6.
|
Expenses
|
7.
|
Notices
|
(ii)
|
if sent by telex, on the date the recipient's answerback is received;
|
(v)
|
if sent by electronic messaging system, on the date that electronic message is received,
|
8.
|
Governing Law and Jurisdiction
|
9.
|
Definitions
|
(d)
|
in all other cases, the Termination Rate.
|
Wells Fargo Bank, N.A.
|
|
|
Gentex Corporation
|
|
|
|
|
|
|
By:
/s/John Miechkowski
|
|
|
By:
/s/Steve Downing
|
|
Name: John Miechkowski
|
|
|
Name: Steve Downing
|
|
Title: Authorized Signatory
|
|
|
Title: CFO, VP of Finance
|
|
Date: 10-1-2014
|
|
|
Date: October 1, 2014
|
|
(a)
|
“Specified Entity”
means, for purposes of Section 5(a)(v), with respect to Party A, Party A’s Affiliates and with respect to Party B, any “Loan Party” as defined in the Credit Agreement or any Refinancing Credit Agreement.
|
(b)
|
“Specified Transaction”
has its meaning as defined in Section 14, provided that for purposes of Section 5(a)(v), Specified Transaction shall also mean clearing and/or execution arrangements involving swaps or futures, options or other derivatives.
|
(c)
|
The
“Cross Default”
provisions of Section 5(a)(vi) apply to both parties provided that the phrase “, or becoming capable at such time of being declared,” is hereby deleted from Section 5(a)(vi) of the Agreement, provided, however, with respect to Party B only, a “Cross Default” shall also be deemed to exist with respect to Party B as of the close of business on the twentieth (20th) calendar day (or, if such date is not a Local Business Day, the immediately following Local Business Day) following the date on which such indebtedness first becomes capable of being declared due and payable under the Credit Agreement as the result of the occurrence and continuation of an event of default thereunder if, prior to such time, such event of default has not been waived or cured in accordance with the terms of the Credit Agreement.
|
(d)
|
“Credit Event Upon Merger”
applies to both parties, provided that, with respect to Party B, any actions permitted under Sections 8.2.5 or 8.2.6 of the Credit Agreement will not constitute a “Credit Event Upon Merger” hereunder.
|
(e)
|
“Automatic Early Termination”
does not apply to either party.
|
(f)
|
Payments on Early Termination.
Except as otherwise provided herein, “Market Quotation” and the “Second Method” apply, provided that with respect to the following types of Transactions, a Market Quotation shall not be determined or included under clause (a) of the definition of Settlement Amount, and
|
(g)
|
“Termination Currency”
means U.S. Dollars.
|
(h)
|
Additional Termination Event
applies to Party B. “Additional Termination Event” means, with respect to Party B (which will be the Affected Party), the occurrence of the following event:
|
(i)
|
Failure to Pay or Deliver.
Section 5(a)(i) of this Agreement is hereby amended by replacing the word “third” with “first” in the third line thereof.
|
(a)
|
Payer Tax Representations.
For the purpose of Section 3(e) of this Agreement, each party makes the following representation:
|
(b)
|
Payee Tax Representations.
For the purpose of Section 3(f) of this Agreement:
|
(i)
|
Party A makes the following representation(s):
|
(B)
|
Party A makes no other Payee Tax Representations.
|
(ii)
|
Party B makes the following representation(s):
|
(a)
|
Tax Forms
.
|
(ii)
|
Tax Forms to be Delivered by Party A
: None specified.
|
(iii)
|
Tax forms to be Delivered by Party B
:
|
(b)
|
Delivery of Documents.
When it delivers this Agreement, each party shall also deliver its Closing Documents to the other party in form and substance reasonably satisfactory to the other party. For each Transaction, a party shall deliver, promptly upon request, a duly executed incumbency certificate for the person(s) executing the Confirmation for that Transaction on behalf of that party.
|
(c)
|
Financial Statements
. Unless otherwise provided to Party A pursuant to the terms of the Credit Agreement (as defined in paragraph (h) of Part 1 of the Schedule), Party B will furnish to Party A (i) within 120 days after the close of each of Party B’s fiscal years, an audit report certified by independent certified public accountants of recognized standing prepared in accordance with generally accepted accounting principles (including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows), and (ii) within 90 days after the close of each of the first three quarterly periods of each of its fiscal years unaudited balance sheets as at the close of each such period and profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer. The foregoing financial statements shall be delivered to the following address: Wells Fargo Bank, N.A., 146 Monroe Center St Nw, 10th Floor, Grand Rapids, MI 49503-2833, addressed to the attention of: Charles Lott, Relationship Manager, MAC N2765-100, or such other address as Party A may provide in writing.
|
(a)
|
Addresses for Notices.
|
(b)
|
Process Agent.
For the purpose of Section 13(c) of this Agreement, neither party appoints a Process Agent hereunder.
|
(c)
|
Offices.
Section 10(a) applies.
|
(d)
|
Multibranch Party.
|
(ii)
|
Party B is not a Multibranch Party.
|
(e)
|
“Calculation Agent”
means Party A.
|
(f)
|
Credit Support Document.
|
(g)
|
“Credit Support Provider”
means, with respect to Party B, each of the “Loan Parties” as defined in the Credit Agreement or any Refinancing Credit Agreement.
|
(h)
|
Governing Law and Jurisdiction.
(i) To the extent not otherwise preempted by U.S. Federal law, this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect to any provision of New York law that would cause another jurisdiction’s laws to be applied).
|
(i)
|
Waiver of Jury Trial.
To the extent permitted by applicable law, each party irrevocably waives any and all right to trial by jury in any legal proceeding in connection with this Agreement, any Credit Support Document to which it is a party, or any Transaction. If, notwithstanding such waiver, a party would retain the right to trial by jury under applicable law in any such legal proceeding and any loan agreement (or other credit facility) outstanding at the time between the parties (whether or not anyone else is a party thereto) contains arbitration provisions applicable to such loan agreement (or credit facility), then such arbitration provisions shall be deemed equally to apply to any dispute between the parties relating to this Agreement or any Transaction, and for such purpose such arbitration provisions (together with related definitions) shall be deemed incorporated by reference herein (mutatis mutandis) and shall be construed as applying solely to any such dispute (with references therein to any lenders or creditors being deemed references to Party A). In all other cases, any arbitration provisions contained in any such loan agreement (or credit facility) shall not apply to this Agreement or any Transactions, notwithstanding anything to the contrary contained in such loan agreement (or other credit facility).
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(j)
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Netting of Payments.
Section 2(c)(ii) will apply in respect of all Transactions from the date of this Agreement, provided that Section 2(c)(ii) will not apply with respect to any Transactions or group of Transactions for which the parties mutually agree shall be netted operationally.
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(k)
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“Affiliate”
has its meaning as defined in Section 14.
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(l)
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Additional Definitions.
Section 14 is hereby amended by inserting the following definitions:
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(a)
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ISDA Publications.
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(b)
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Scope of Agreement
. Any Specified Transaction now existing or hereafter entered into between the parties (whether or not evidenced by a Confirmation) shall constitute a “Transaction” under this Agreement and shall be subject to, governed by, and construed in accordance with the terms of this Agreement, unless the confirming document(s) for that Specified Transaction provide(s) otherwise. For any such Specified Transaction not evidenced by a Confirmation, Section 2(a)(i) of this Agreement is amended to read as follows: “(i) Each party will make each payment or delivery to be made by it under each Transaction, as specified in each Confirmation (or otherwise in accordance with the terms of that Transaction if not evidenced by a Confirmation), subject to the other provisions of this Agreement.”
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(c)
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Additional Representations.
In addition to the representations under Section 3, the following representations will apply:
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(i)
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Relationship Between Parties.
Each party will be deemed to represent to the other party on
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(1)
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Non-Reliance.
It is acting for its own account, and it has made its own independent decisions to enter into the Relevant Agreement and as to whether the Relevant Agreement is appropriate or proper for it based solely upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party or any of its affiliates (or its respective representatives) as investment advice or as a recommendation to enter into the Relevant Agreement, it being understood that information and explanations related to the terms and conditions of any Relevant Agreement will not be considered investment advice or a recommendation to enter into the Relevant Agreement. No communication (written or oral) received from the other party or any of its affiliates (or its respective representatives) will be deemed to be an assurance or guarantee as to the expected results of the Relevant Agreement.
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(2)
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Assessment and Understanding.
It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Relevant Agreement based solely upon its own evaluation of the Relevant Agreement (including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise) or that of its own advisers. It is also capable of assuming, and assumes, the risks of the Relevant Agreement. It also understands that the terms under which any Transaction may be terminated early are set forth in this Agreement (or in the relevant Confirmation), and any early termination of a Transaction other than pursuant to such terms is subject to mutual agreement of the parties confirmed in writing, the terms of which may require one party to pay an early termination fee to the other party based upon market conditions prevailing at the time of early termination.
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(3)
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Status of Parties.
The other party is not acting as a fiduciary for or an adviser to it in respect of the Relevant Agreement, and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates) excludes the Relevant Agreement.
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(d)
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Set-off.
Any amount (“Early Termination Amount”) payable to one party (“Payee”) by the other party (“Payer”) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where either a Termination Event under Section 5(b)(iv) or any other Termination Event in which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the party (“X”) other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by means of set off against any amount(s) (“Other
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(e)
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Escrow.
If payments denominated in different currencies are due hereunder by both parties on the same day and a party has reasonable cause to believe that the other party will not meet its payment obligation, then as reasonable assurance of performance the party may notify the other party that payments on that date are to be made in escrow. In this case, deposit of the payment due earlier on that date shall be made by 2:00 p.m. (local time at the place for the earlier payment) on that date with any escrow agent selected by the party giving the notice from among major commercial banks independent of either party (and its affiliates), accompanied by irrevocable payment instructions (i) to release the deposited payment to the intended recipient upon receipt by
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(f)
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Recording of Conversations.
Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties or any of their Affiliates in connection with this Agreement or any Transaction or potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and those of its Affiliates and (iii) agrees, to the extent permitted by applicable law, that such recordings may be submitted in evidence in any Proceedings.
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(g)
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Confirmation Procedures.
Confirmations for Transactions are due under CFTC Rule 23.501 within the applicable time frame specified in such rule, to the extent applicable.
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(h)
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Covenants of Financial Agreements.
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(i)
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Foreign Account Tax Compliance Act
. The following provision shall apply in respect of the ISDA Master Agreement between the parties (including the Schedule thereto, any Credit Support Annex and each Transaction that has been or will be entered into thereunder) and shall survive the termination of this Transaction and this Confirmation:
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(j)
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Pari Passu.
In addition to the Events of Default specified in Section 5(a) of this Agreement, it shall be an Event of Default under this Agreement with respect to Party B if any collateral, guaranty, letter of credit, comfort letter or any other form of security or credit support, or any interest in any of the foregoing (collectively, the “Security”) is given or pledged to secure or otherwise support Party B’s obligations under any other “swap agreement” (as defined in 11 U.S.C. § 101) or any loan, bond, financing, private placement or any other extension of credit to Party B (“Other Obligations”), whether made to Party B individually or jointly with any other person or entity, and whether or not such obligations would be owed to Party A or to any other lender, creditor or swap agreement party (“Other Creditor”) and either of the following events occurs:
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(a)
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ISDA FX and Currency Option Definitions
. The 1998 FX and Currency Option Definitions published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and The Foreign Exchange Committee (the “1998 FX and Currency Option Definitions”) are hereby incorporated by reference in, and shall form part of, this Agreement and each Confirmation relating to any “Currency Option Transaction” or “FX Transaction” as defined in the FX and Currency Option Definitions, except as otherwise specifically provided herein or in the relevant Confirmation.
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(b)
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FX Transactions
.
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(c)
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Currency Option Transactions
.
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(d)
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Notice of Exercise
. Notwithstanding Section 3.5 (g) of the 1998 FX and Currency Option Definitions, a Notice of Exercise may be delivered by facsimile for purposes of exercising a Currency Option only if, after reasonable efforts have been made by the Buyer to deliver such Notice of Exercise orally by telephone, Buyer is unable to reach an appropriate person at the Seller by telephone on the relevant day for purposes of exercising such Currency Option on that day. Whenever a Notice of Exercise has been given orally by telephone, a confirmation of such Notice of Exercise may be delivered in writing by facsimile or by any other means specified therefore in the relevant Confirmation.
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(a)
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Required Notifications
. Regulation 23.504 of the CFTC requires that we include in “swap trading relationship documentation” (“STRD”) such as this Agreement certain provisions regarding clearing and our status (and, if applicable, our counterparty’s status) as an “insured depository institution,” “financial company” or “covered financial company”.
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(i)
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Orderly Liquidation Authority
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(A)
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Party A hereby notifies Party B that it is an “insured depository institution”
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(B)
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Party B hereby notifies Party A that Party B is neither an Insured Depository Institution nor a Financial Company.
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(C)
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Each party agrees to provide notice to the other party if it becomes, or ceases to be, an Insured Depository Institution or a Financial Company.
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(D)
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In the event that either party is a “covered financial company” (as defined in Section 201(a)(8) of the Dodd-Frank Act, 12 U.S.C. 5381(a)(8)) or an Insured Depository Institution for which the Federal Deposit Insurance Corporation (“FDIC”) has been appointed as a receiver (the “covered party”), certain limitations under Title II of the Dodd-Frank Act or the Federal Deposit Insurance Act of 1950, as amended, may apply to the rights of the non-covered party to terminate, liquidate, or net any Swap by reason of the appointment of the FDIC as receiver, notwithstanding the agreement of the parties in the swap trading relationship documentation, and the FDIC may have certain rights to transfer Swaps (as defined below) of the covered party under Section 210(c)(9)(A) of the Dodd-Frank Act, 12 U.S.C. § 5390(c)(9)(A), or 12 U.S.C. § 1821(e)(9)(A).
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(ii)
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Clearing
. Party A hereby notifies Party B that, upon acceptance of a Swap by a “derivatives clearing organization” as defined in Commodity Exchange Act (“CEA”) and CFTC Regulations (“DCO”), the original Swap between the parties is extinguished, is replaced by equal and opposite Swaps with the DCO, and all terms of the Swap shall conform to the product specifications of the cleared Swap established under the DCO’s rules.
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(b)
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Swap Valuation Terms
. CFTC Regulation 23.504(b)(4) requires that our STRD with “financial entities” include an agreement on the process (which may include any agreed upon methods, procedures, rules, and inputs) for determining the value of each Swap at any time from its execution to termination, maturity, or expiration, for purposes of complying with the margin and risk management requirements of CEA §4s(e) and CEA §4s(j) (“Swap Valuation Terms”). If you are a “financial entity” as defined in CEA §2(h)(7)(C)(i), this Agreement shall be deemed to incorporate by reference the Swap Valuation Terms that are available to you for downloading at:
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(c)
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Scope of STRD Provisions.
The terms of this Part 7 only apply to swaps (“Swaps”) as defined in Section 1a(47) of the CEA and Regulation 1.3(xxx) of the CFTC. The term “Swap” does not include a swap once it has been cleared by a DCO, without prejudice to provisions that expressly apply to a cleared swap. To the extent that any provision of this Part 7 has the purpose of meeting a legal or regulatory requirement, compliance by the parties with such provision shall be required only to the extent required and only for the period during which, and only in respect of the relevant Swap, class of Swap or class of counterparty to which, such legal or regulatory requirement applies. For purposes hereof, compliance is subject to any applicable legal or regulatory effective or compliance dates, any no-action or other relief that may be granted by the CFTC or its staff from time to time, and any CFTC interpretation of such legal or regulatory requirement.
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