|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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THE NETHERLANDS
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98-0641254
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Kolthofsingel 8, 7602 EM Almelo
The Netherlands
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31-546-879-555
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(Address of Principal Executive Offices, including Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
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Corporation Service Company
2711 Centerville Rd.
Wilmington, DE 19808
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(866) 403-5272
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(Name and Address, Including Zip Code, of Agent for Service)
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(Telephone Number of Agent for Service)
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares—nominal value €0.01 per share
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New York Stock Exchange
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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|
|
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•
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continued fundamental changes in the industries in which we operate have had and could continue to have adverse effects on our businesses;
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•
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continued pricing and other pressures from our customers may adversely affect our business;
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•
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we may not realize all of the anticipated operating synergies and cost savings from acquisitions, and we may experience difficulties in integrating acquired businesses, which may adversely affect our financial performance;
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•
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we may incur material losses and costs as a result of product liability, warranty and recall claims that may be brought against us;
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•
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our substantial indebtedness could adversely affect our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations; and
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•
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the other risks set forth in Item 1A, “Risk Factors” included elsewhere in this Annual Report on Form 10-K.
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ITEM 1.
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BUSINESS
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Product Categories
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Key Applications/Solutions
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Key End-Markets
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Pressure Sensors
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Air-conditioning systems
Transmission
Engine oil
Suspension
Fuel rail
Braking
Marine engine
Air compressors
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Automotive
Heavy Vehicle Off-Road
Marine
Industrial
|
|
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Pressure Switches
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Air-conditioning systems
Power steering
Transmission
HVAC refrigerant
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Automotive
HVAC
Industrial
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Temperature Sensors
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Exhaust aftertreatment
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Automotive
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Speed and Position Sensors
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Transmission
Braking
Engine
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Automotive
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Force Sensors
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Airbag (Occupant Weight Sensing)
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Automotive
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Product Category
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For the year ended December 31,
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||||||||||
(Amounts in thousands)
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2011
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2010
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2009
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||||||
Pressure Sensors
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$
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836,485
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$
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687,047
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|
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$
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456,116
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Speed and Position Sensors
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161,357
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32,954
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26,062
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|||
Pressure Switches
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95,958
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98,350
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71,946
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|||
Force Sensors
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69,452
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71,977
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57,151
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|||
Other
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68,249
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79,300
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73,817
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|||
Temperature Sensors
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61,316
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—
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—
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|||
Total
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$
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1,292,817
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|
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$
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969,628
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$
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685,092
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Product Categories
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Key Applications/Solutions
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Key End-Markets
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Bimetal Electromechanical Controls
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Internal motor and compressor protectors
External motor and compressor protectors
Motor starters
Thermostats
Switches
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HVAC
Small/Large Appliances
Lighting
Industrial Motors
Automotive Accessory Motors
Commercial Aircraft
Military
Heavy Vehicle Off-Road
Marine/Industrial
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|
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Thermal and Magnetic-Hydraulic Circuit Breakers
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Circuit protection
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Commercial Aircraft
Data Communications
Telecommunications
Computer Servers
Heavy Vehicle Off-Road
Marine/Industrial
HVAC
Military
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Power Inverters
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DC/AC motors
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Heavy Vehicle Off-Road
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Interconnection
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Semiconductor testing
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Semiconductor Manufacturing
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Product Category
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For the year ended December 31,
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||||||||||
(Amounts in thousands)
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2011
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2010
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2009
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||||||
Bimetal Electromechanical Controls
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$
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359,291
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$
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379,487
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$
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298,476
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Thermal and Magnetic-Hydraulic Circuit Breakers
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121,518
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131,234
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113,855
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|||
Interconnection
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32,922
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39,485
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23,180
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|||
Power Inverters
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20,112
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19,985
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14,341
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|||
Other
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285
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260
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—
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|||
Total
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$
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534,128
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$
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570,451
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$
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449,852
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During the years ending December 31,
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Number of Patents
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2012-2016
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47
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2017-2021
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60
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2022-2026
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42
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2027-2029
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27
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Sensors
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Controls
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Chrysler Group
Continental
Daimler Motor Group
Ford Motor Company
General Motors
Honda Motor Company
Hyundai Motor Company
Peugeot Citroen
Renault/Nissan
Volkswagen
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|
A.O. Smith
Emerson Electric
Flame Enterprises
Furukawa Electronic Co., Ltd.
LG Group
Peerless Electronics
Regal Beloit
Robert Bosch GmbH
Samsung Electronics
Whirlpool
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ITEM 1A.
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RISK FACTORS
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•
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problems with effective integration of operations;
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•
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the inability to maintain key pre-acquisition customer, supplier and employee relationships;
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•
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increased operating costs; and
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•
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exposure to unanticipated liabilities.
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•
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make it more difficult for us to satisfy our debt obligations;
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•
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restrict us from making strategic acquisitions;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities, thereby
|
•
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increase our vulnerability to general adverse economic and industry conditions; or
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness if we do not maintain specified financial ratios or are not able to refinance our indebtedness as it comes due, thereby reducing the availability of our cash flow for other purposes.
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•
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maintenance outages;
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•
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prolonged power failures;
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•
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an equipment failure;
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•
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fires, floods, earthquakes or other catastrophes;
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•
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potential unrest or terrorist activity;
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•
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labor difficulties; or
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•
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other operational problems.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (REMOVED AND RESERVED)
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Price Range
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||||||
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High
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Low
|
||||
2010
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|
|
|
||||
Quarter ended March 31, 2010
(1)
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$
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19.00
|
|
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$
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17.12
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Quarter ended June 30, 2010
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$
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21.12
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$
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15.30
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Quarter ended September 30, 2010
|
$
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20.12
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$
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15.25
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Quarter ended December 31, 2010
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$
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31.05
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|
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$
|
19.43
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2011
|
|
|
|
||||
Quarter ended March 31, 2011
|
$
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34.73
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|
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$
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29.79
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Quarter ended June 30, 2011
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$
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37.66
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|
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$
|
32.92
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Quarter ended September 30, 2011
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$
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39.25
|
|
|
$
|
26.46
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Quarter ended December 31, 2011
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$
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31.74
|
|
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$
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25.20
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(1)
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Our ordinary shares began trading on March 11, 2010.
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Cumulative Value of $100 Investment from March 11, 2010
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||||||||||||||||||||||||||||||
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3/31/2010
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|
6/30/2010
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|
9/30/2010
|
|
12/31/2010
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3/31/2011
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6/30/2011
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|
9/30/2011
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|
12/31/2011
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||||||||||||||||
Sensata
|
$
|
97.08
|
|
|
$
|
86.43
|
|
|
$
|
106.81
|
|
|
$
|
162.76
|
|
|
$
|
187.73
|
|
|
$
|
203.51
|
|
|
$
|
143.03
|
|
|
$
|
142.05
|
|
S&P 500
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$
|
101.72
|
|
|
$
|
90.10
|
|
|
$
|
100.28
|
|
|
$
|
111.06
|
|
|
$
|
117.64
|
|
|
$
|
117.75
|
|
|
$
|
101.42
|
|
|
$
|
113.41
|
|
S&P 500 Industrial
|
$
|
104.30
|
|
|
$
|
91.46
|
|
|
$
|
104.54
|
|
|
$
|
116.89
|
|
|
$
|
127.12
|
|
|
$
|
126.28
|
|
|
$
|
99.73
|
|
|
$
|
116.20
|
|
ITEM 6.
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SELECTED FINANCIAL DATA
|
|
Sensata Technologies Holding N.V. (consolidated)
|
||||||||||||||||||
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For the year ended December 31,
|
||||||||||||||||||
(Amounts in thousands, except share and per share data)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
1,826,945
|
|
|
$
|
1,540,079
|
|
|
$
|
1,134,944
|
|
|
$
|
1,422,655
|
|
|
$
|
1,403,254
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
1,166,842
|
|
|
948,070
|
|
|
742,080
|
|
|
951,763
|
|
|
944,765
|
|
|||||
Research and development
|
44,597
|
|
|
24,664
|
|
|
16,796
|
|
|
38,256
|
|
|
33,891
|
|
|||||
Selling, general and administrative
(a)
|
164,790
|
|
|
194,106
|
|
|
126,545
|
|
|
165,970
|
|
|
165,987
|
|
|||||
Amortization of intangible assets and capitalized software
|
141,575
|
|
|
144,514
|
|
|
153,081
|
|
|
148,762
|
|
|
131,064
|
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
19,867
|
|
|
13,173
|
|
|
—
|
|
|||||
Restructuring
|
15,012
|
|
|
(138
|
)
|
|
18,086
|
|
|
24,124
|
|
|
5,166
|
|
|||||
Total operating costs and expenses
|
1,532,816
|
|
|
1,311,216
|
|
|
1,076,455
|
|
|
1,342,048
|
|
|
1,280,873
|
|
|||||
Profit from operations
|
294,129
|
|
|
228,863
|
|
|
58,489
|
|
|
80,607
|
|
|
122,381
|
|
|||||
Interest expense
|
(99,557
|
)
|
|
(105,416
|
)
|
|
(149,766
|
)
|
|
(197,797
|
)
|
|
(189,414
|
)
|
|||||
Interest income
|
813
|
|
|
1,020
|
|
|
573
|
|
|
1,503
|
|
|
2,574
|
|
|||||
Currency translation (loss)/gain and other, net
(b)
|
(120,050
|
)
|
|
45,388
|
|
|
107,695
|
|
|
55,467
|
|
|
(105,449
|
)
|
|||||
Income/(loss) from continuing operations before income taxes
|
75,335
|
|
|
169,855
|
|
|
16,991
|
|
|
(60,220
|
)
|
|
(169,908
|
)
|
|||||
Provision for income taxes
|
68,861
|
|
|
39,805
|
|
|
44,277
|
|
|
54,229
|
|
|
64,329
|
|
|||||
Income/(loss) from continuing operations
|
6,474
|
|
|
130,050
|
|
|
(27,286
|
)
|
|
(114,449
|
)
|
|
(234,237
|
)
|
|||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(395
|
)
|
|
(20,082
|
)
|
|
(18,260
|
)
|
|||||
Net income/(loss)
|
$
|
6,474
|
|
|
$
|
130,050
|
|
|
$
|
(27,681
|
)
|
|
$
|
(134,531
|
)
|
|
$
|
(252,497
|
)
|
Net income/(loss) per share—basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.04
|
|
|
$
|
0.78
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
(1.62
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.00
|
)
|
|
(0.14
|
)
|
|
(0.13
|
)
|
|||||
Net income/(loss) per share—basic
|
$
|
0.04
|
|
|
$
|
0.78
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.93
|
)
|
|
$
|
(1.75
|
)
|
Net income/(loss) per share—diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.04
|
|
|
$
|
0.75
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
(1.62
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.00
|
)
|
|
(0.14
|
)
|
|
(0.13
|
)
|
|||||
Net income/(loss) per share—diluted
|
$
|
0.04
|
|
|
$
|
0.75
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.93
|
)
|
|
$
|
(1.75
|
)
|
Weighted–average ordinary shares outstanding—basic
|
175,307
|
|
|
166,278
|
|
|
144,057
|
|
|
144,066
|
|
|
144,054
|
|
|||||
Weighted-average ordinary shares outstanding—diluted
|
181,212
|
|
|
172,946
|
|
|
144,057
|
|
|
144,066
|
|
|
144,054
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
305,867
|
|
|
$
|
300,046
|
|
|
$
|
187,577
|
|
|
$
|
47,481
|
|
|
$
|
155,278
|
|
Investing activities
|
(554,458
|
)
|
|
(52,548
|
)
|
|
(15,077
|
)
|
|
(38,713
|
)
|
|
(355,710
|
)
|
|||||
Financing activities
|
(152,944
|
)
|
|
97,696
|
|
|
(101,748
|
)
|
|
8,891
|
|
|
175,736
|
|
|||||
Capital expenditures
|
89,807
|
|
|
52,912
|
|
|
14,959
|
|
|
40,963
|
|
|
66,701
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Balance Sheet Data (as of December 31):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
92,127
|
|
|
$
|
493,662
|
|
|
$
|
148,468
|
|
|
$
|
77,716
|
|
|
$
|
60,057
|
|
Working capital
(c)
|
313,914
|
|
|
609,328
|
|
|
245,445
|
|
|
15,663
|
|
|
161,418
|
|
|||||
Total assets
|
3,456,651
|
|
|
3,387,997
|
|
|
3,166,870
|
|
|
3,303,381
|
|
|
3,555,508
|
|
|||||
Total debt, including capital lease and other financing obligations
|
1,835,710
|
|
|
1,889,693
|
|
|
2,300,826
|
|
|
2,511,187
|
|
|
2,562,480
|
|
|||||
Total shareholders’ equity
|
1,044,951
|
|
|
1,007,781
|
|
|
387,158
|
|
|
405,332
|
|
|
566,310
|
|
(a)
|
For fiscal year 2010, selling, general and administrative expense includes $18.9 million recorded as a cumulative catch-up adjustment for previously unrecognized compensation expense associated with the Tranche 2 and 3 option awards under the First Amended and Restated Sensata Technologies Holding B.V. 2006 Management Option Plan and the related modification thereof, and $22.4 million in fees related to the termination of the advisory agreement with the Sponsors at their option. Refer to Note 11, “Share-Based Payment Plans” and Note 13, “Related Party Transactions” of our audited consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, for additional information.
|
(b)
|
Currency translation (loss)/gain and other, net for the years ended December 31, 2011, 2010, 2009 and 2008 includes (losses)/gains of $(44.0) million, $(23.5) million, $120.1 million and $15.0 million, respectively, recognized on repurchases of debt, as well as currency translation gains/(losses) associated with the Euro-denominated debt of $(60.1) million, $72.8 million, $(13.6) million and $53.2 million, respectively. Currency translation (loss)/gain and other, net for the year ended December 31, 2007 primarily includes currency translation loss associated with the Euro-denominated debt of $111.9 million.
|
(c)
|
We define working capital as current assets less current liabilities. Working capital amounts for 2007 through 2009 have not been recast to include assets designated as held for sale during 2010.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
(Amounts in millions)
|
|
|
|
|
|
||||||
Net revenue
|
|
|
|
|
|
||||||
Sensors segment
|
$
|
1,292.8
|
|
|
$
|
969.6
|
|
|
$
|
685.1
|
|
Controls segment
|
534.1
|
|
|
570.5
|
|
|
449.9
|
|
|||
Total
|
$
|
1,826.9
|
|
|
$
|
1,540.1
|
|
|
$
|
1,134.9
|
|
Segment operating income
|
|
|
|
|
|
||||||
Sensors segment
|
$
|
389.9
|
|
|
$
|
327.1
|
|
|
$
|
201.3
|
|
Controls segment
|
175.8
|
|
|
193.3
|
|
|
133.9
|
|
|||
Total
|
$
|
565.7
|
|
|
$
|
520.4
|
|
|
$
|
335.2
|
|
|
For the year ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Net revenue
|
|
|
|
|
|
|||
Sensors segment
|
70.8
|
%
|
|
63.0
|
%
|
|
60.4
|
%
|
Controls segment
|
29.2
|
|
|
37.0
|
|
|
39.6
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Segment operating income
|
|
|
|
|
|
|||
Sensors segment
|
30.2
|
%
|
|
33.7
|
%
|
|
29.4
|
%
|
Controls segment
|
32.9
|
%
|
|
33.9
|
%
|
|
29.8
|
%
|
•
|
fluctuations in overall economic activity within the geographic markets in which we operate;
|
•
|
underlying growth in one or more of our core end-markets, either worldwide or in particular geographies in which we operate;
|
•
|
the number of sensors and/or controls used within existing applications, or the development of new applications requiring sensors and/or controls;
|
•
|
the “mix” of products sold, including the proportion of new or upgraded products and their pricing relative to existing products;
|
•
|
changes in product sales prices (including quantity discounts, rebates and cash discounts for prompt payment);
|
•
|
changes in the level of competition faced by our products, including the launch of new products by competitors;
|
•
|
our ability to successfully develop and launch new products and applications; and
|
•
|
fluctuations in exchange rates.
|
•
|
Production Materials Costs.
We purchase much of the materials used in production on a global lowest-cost basis, but we are still impacted by global and local market conditions. A portion of our production materials contains metals, such as copper, nickel and aluminum, and precious metals, such as gold, silver, platinum and palladium, and the costs of these materials may vary with underlying metals pricing. We enter into forward contracts to hedge a portion of our exposure to the potential change in prices associated with certain of our commodities. The terms of these contracts fix the price at a future date for various notional amounts associated with these commodities.
|
•
|
Employee Costs.
These employee costs include the salary costs and benefit charges for employees involved in our manufacturing operations. These costs generally increase on an aggregate basis as sales and production volumes increase, and may decline as a percent of net revenue as a result of economies of scale associated with higher production volumes. We rely heavily on contract workers in certain geographies.
|
•
|
Sustaining Engineering Activity costs.
These costs relate to modifications of existing products for use by new customers in familiar applications.
|
•
|
Other.
Our remaining cost of revenue consists of:
|
•
|
customer-related development costs;
|
•
|
depreciation of fixed assets;
|
•
|
freight costs;
|
•
|
warehousing expenses;
|
•
|
purchasing costs; and
|
•
|
other general manufacturing expenses, such as expenses for energy consumption.
|
•
|
production volumes—production costs are capitalized in inventory based on normal production volumes. As revenue increases the fixed portion of these costs do not;
|
•
|
transfer of production to our lower cost production facilities;
|
•
|
the implementation of cost control measures aimed at improving productivity, including reduction of fixed production costs, refinements in inventory management and the coordination of purchasing within each subsidiary and at the business level;
|
•
|
product lifecycles, as we typically incur higher cost of revenue associated with manufacturing over-capacity during the initial stages of product launches and when we are phasing out discontinued products;
|
•
|
the increase in the carrying value of the inventory that was adjusted to fair value as a result of the application of purchase accounting associated with acquisitions;
|
•
|
depreciation expense, including amounts arising from the adjustment of property, plant and equipment (“PP&E”) to fair value associated with acquisitions; and
|
•
|
changes in the price of raw materials, including certain metals.
|
•
|
engineering core technology platforms to specific applications; and
|
•
|
improving functionality of existing products.
|
•
|
salary and benefit costs for sales personnel and administrative staff, including share-based compensation expense. Expenses relating to our sales personnel generally increase or decrease principally with changes in sales volume due to the need to increase or decrease sales personnel to meet changes in demand. Expenses relating to administrative personnel generally do not increase or decrease directly with changes in sales volume;
|
•
|
expense related to the use and maintenance of administrative offices, including depreciation expense;
|
•
|
other administrative expense, including expense relating to logistics, information systems and legal and accounting services;
|
•
|
general advertising expense;
|
•
|
other selling expenses, such as expenses incurred in connection with travel and communications; and
|
•
|
transaction costs associated with acquisitions.
|
•
|
changes in sales volume, as higher volumes enable us to spread the fixed portion of our administrative expense over higher revenue;
|
•
|
changes in the mix of products we sell, as some products may require more customer support and sales effort than others;
|
•
|
changes in our customer base, as new customers may require different levels of sales and marketing attention;
|
•
|
new product launches in existing and new markets, as these launches typically involve a more intense sales activity before they are integrated into customer applications;
|
•
|
customer credit issues requiring increases to the allowance for doubtful accounts; and
|
•
|
volume and timing of acquisitions.
|
|
For the year ended December 31,
|
|||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
(Amounts in millions)
|
Amount
|
|
Percent of
Net Revenue
|
|
Amount
|
|
Percent of
Net Revenue
|
|
Amount
|
|
Percent of
Net Revenue
|
|||||||||
Net revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sensors segment
|
$
|
1,292.8
|
|
|
70.8
|
%
|
|
$
|
969.6
|
|
|
63.0
|
%
|
|
$
|
685.1
|
|
|
60.4
|
%
|
Controls segment
|
534.1
|
|
|
29.2
|
|
|
570.5
|
|
|
37.0
|
|
|
449.9
|
|
|
39.6
|
|
|||
Net revenue
|
1,826.9
|
|
|
100.0
|
%
|
|
1,540.1
|
|
|
100.0
|
%
|
|
1,134.9
|
|
|
100.0
|
%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of revenue
|
1,166.8
|
|
|
63.9
|
|
|
948.1
|
|
|
61.6
|
|
|
742.1
|
|
|
65.4
|
|
|||
Research and development
|
44.6
|
|
|
2.4
|
|
|
24.7
|
|
|
1.6
|
|
|
16.8
|
|
|
1.5
|
|
|||
Selling, general and administrative
|
164.8
|
|
|
9.0
|
|
|
194.1
|
|
|
12.6
|
|
|
126.5
|
|
|
11.1
|
|
|||
Amortization of intangible assets and capitalized software
|
141.6
|
|
|
7.7
|
|
|
144.5
|
|
|
9.4
|
|
|
153.1
|
|
|
13.5
|
|
|||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
|
1.8
|
|
|||
Restructuring
|
15.0
|
|
|
0.8
|
|
|
(0.1
|
)
|
|
(0.0
|
)
|
|
18.1
|
|
|
1.6
|
|
|||
Total operating costs and expenses
|
1,532.8
|
|
|
83.9
|
|
|
1,311.2
|
|
|
85.1
|
|
|
1,076.5
|
|
|
94.8
|
|
|||
Profit from operations
|
294.1
|
|
|
16.1
|
|
|
228.9
|
|
|
14.9
|
|
|
58.5
|
|
|
5.2
|
|
|||
Interest expense
|
(99.6
|
)
|
|
(5.4
|
)
|
|
(105.4
|
)
|
|
(6.8
|
)
|
|
(149.8
|
)
|
|
(13.2
|
)
|
|||
Interest income
|
0.8
|
|
|
0.0
|
|
|
1.0
|
|
|
0.1
|
|
|
0.6
|
|
|
0.1
|
|
|||
Currency translation (loss)/gain and other, net
|
(120.1
|
)
|
|
(6.6
|
)
|
|
45.4
|
|
|
2.9
|
|
|
107.7
|
|
|
9.5
|
|
|||
Income from continuing operations before income taxes
|
75.3
|
|
|
4.1
|
|
|
169.9
|
|
|
11.0
|
|
|
17.0
|
|
|
1.5
|
|
|||
Provision for income taxes
|
68.9
|
|
|
3.8
|
|
|
39.8
|
|
|
2.6
|
|
|
44.3
|
|
|
3.9
|
|
|||
Income/(loss) from continuing operations
|
6.5
|
|
|
0.4
|
|
|
130.1
|
|
|
8.4
|
|
|
(27.3
|
)
|
|
(2.4
|
)
|
|||
Loss from discontinued operations, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.0
|
)
|
|||
Net income/(loss)
|
$
|
6.5
|
|
|
0.4
|
%
|
|
$
|
130.1
|
|
|
8.4
|
%
|
|
$
|
(27.7
|
)
|
|
(2.4
|
)%
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
2011
|
|
2010
|
|
2009
|
||||||
Net income/(loss)
|
$
|
6,474
|
|
|
$
|
130,050
|
|
|
$
|
(27,681
|
)
|
Acquisition, integration and financing costs and other significant items:
(a)
|
*
|
|
|
*
|
|
|
22,985
|
|
|||
Impairment of goodwill and intangible assets
(b)
|
—
|
|
|
—
|
|
|
19,867
|
|
|||
Restructuring
(c)
|
11,694
|
|
|
**
|
|
|
12,276
|
|
|||
Stock compensation expense
(d)
|
*
|
|
|
*
|
|
|
2,233
|
|
|||
Management fees
(e)
|
—
|
|
|
—
|
|
|
4,000
|
|
|||
Costs related to initial public offering
(f)
|
—
|
|
|
43,298
|
|
|
—
|
|
|||
Loss/(gain) on extinguishment and refinancing of debt
(g)
|
44,014
|
|
|
23,474
|
|
|
(120,123
|
)
|
|||
Currency translation loss/(gain) on debt and unrealized loss/(gain) on other hedges
(h)
|
91,033
|
|
|
(74,010
|
)
|
|
16,274
|
|
|||
Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets and inventory
(i)
|
144,649
|
|
|
145,184
|
|
|
157,797
|
|
|||
Deferred income tax and other tax expense
(j)
|
50,703
|
|
|
29,847
|
|
|
27,415
|
|
|||
Amortization expense of deferred financing costs
(k)
|
6,925
|
|
|
8,564
|
|
|
9,055
|
|
|||
Total Adjustments
(l)
|
349,018
|
|
|
176,357
|
|
|
151,779
|
|
|||
Adjusted Net Income
|
$
|
355,492
|
|
|
$
|
306,407
|
|
|
$
|
124,098
|
|
*
|
Beginning in 2010, we have not included these items as reconciling items to arrive at Adjusted Net Income.
|
(a)
|
The following unaudited table provides a detail of the components of acquisition, integration and financing costs and other significant items, the total of which is included as an adjustment to arrive at Adjusted Net Income for fiscal 2009 as shown in the above table:
|
|
For the year ended December 31,
|
||
(Amounts in thousands)
|
2009
|
||
Transition costs
(i)
|
$
|
23
|
|
Litigation costs
(ii)
|
147
|
|
|
Integration and finance costs
(iii)
|
2,813
|
|
|
Relocation and disposition costs
(iv)
|
8,202
|
|
|
Pension charges
(v)
|
4,828
|
|
|
Other
|
6,972
|
|
|
Total acquisition, integration and financing costs and other significant items
|
$
|
22,985
|
|
i.
|
Represents transition costs incurred by us in becoming a stand-alone company and complying with Section 404 of the Sarbanes-Oxley Act of 2002.
|
ii.
|
Represents litigation costs we recognized related to customers alleging defects in certain of our products, which were manufactured and sold prior to April 27, 2006 (inception).
|
iii.
|
Represents integration and financing costs related to the acquisitions of First Technology Automotive, Airpax and SMaL Camera and other consulting and advisory fees associated with acquisitions and financings, whether or not consummated.
|
iv.
|
Represents costs we incurred to move certain operations to lower-cost Sensata locations, close certain manufacturing operations and dispose of the SMaL Camera business.
|
v.
|
Represents pension curtailment and settlement losses, and amortization of prior service costs associated with various restructuring activities.
|
(b)
|
Represents the impairment of goodwill and intangible assets associated with a reporting unit within our controls business segment and relates to products used in the semiconductor business.
|
(c)
|
Represents severance, outplacement costs and special termination benefits associated with the downsizing of various manufacturing facilities and our corporate office. Fiscal year 2011 also includes a write-down of approximately $2.5 million related to classifying our Cambridge, Maryland facility as held for sale.
|
(d)
|
Represents share-based compensation expense recorded in accordance with ASC Topic 718,
Compensation—Stock Compensation
, excluding $18.9 million in 2010 related to the cumulative catch-up adjustment for previously unrecognized compensation expense associated with the Tranche 2 and 3 option awards and the related modification. See Note 11, “Share-Based Payment Plans,” of our audited consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, for additional information.
|
(e)
|
Represents fees expensed under the terms of the advisory agreement with our Sponsors. This agreement was terminated in connection with the completion of our IPO. See Note 13, “Related Party Transactions”, of our audited consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, for additional information.
|
(f)
|
Represents costs recorded as expenses related to our IPO in March 2010, including $18.9 million recorded as a cumulative catch-up adjustment for previously unrecognized compensation expense associated with the Tranche 2 and 3 option awards and the related modification, and $22.4 million in fees related to the termination of the advisory agreement with the Sponsors at their option. See Note 11, “Share-Based Payment Plans” and Note 13, “Related Party Transactions”, of our audited consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, for additional information.
|
(g)
|
Relates to the repurchases of outstanding debt and refinancing costs not capitalized. See Note 8, “Debt” of our audited consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, for additional information.
|
(h)
|
Reflects the unrealized (gains)/losses associated with the translation of our previously held Euro-denominated debt into U.S. dollars and (gains)/losses on hedging transactions.
|
(i)
|
Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets and inventory related to the 2006 Acquisition, and the acquisitions of First Technology Automotive, Airpax, MSP and HTS, and the step-up in the fair value of these assets through purchase accounting.
|
(j)
|
Represents deferred income tax and other tax expense, including provisions for and interest expense and penalties related to uncertain tax positions. Fiscal year 2011 and 2010 also includes $0.6 million and $5.2 million, respectively, of expense associated with the write-off of tax indemnification assets and other tax related assets.
|
(k)
|
Represents amortization expense of deferred financing costs and original issue discounts.
|
(l)
|
The theoretical current income tax associated with the reconciling items presented above is shown below for each period presented. The theoretical current income tax was calculated by multiplying the reconciling items, which relate to jurisdictions where such items would provide tax expense/(benefit), by the applicable tax rates.
|
|
For the year ended December 31,
|
||||||||
(Amounts in thousands)
|
2011
|
2010
|
2009
|
||||||
Acquisition, integration and financing costs and other significant items
|
$
|
—
|
|
$
|
—
|
|
$
|
1,571
|
|
Restructuring
|
$
|
342
|
|
$
|
—
|
|
$
|
773
|
|
Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets and inventory
|
$
|
568
|
|
$
|
—
|
|
$
|
795
|
|
|
For the years ended December 31,
|
||||||||||
(Amounts in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Net cash provided by/(used in):
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Net income, adjusted for non-cash items
|
$
|
377.5
|
|
|
$
|
316.5
|
|
|
$
|
128.4
|
|
Changes in operating assets and liabilities
|
(71.6
|
)
|
|
(16.4
|
)
|
|
59.6
|
|
|||
Continuing operations
|
305.9
|
|
|
300.0
|
|
|
188.0
|
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Operating activities
|
305.9
|
|
|
300.0
|
|
|
187.6
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Continuing operations
|
(554.5
|
)
|
|
(52.5
|
)
|
|
(15.4
|
)
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Investing activities
|
(554.5
|
)
|
|
(52.5
|
)
|
|
(15.1
|
)
|
|||
Financing activities
|
(152.9
|
)
|
|
97.7
|
|
|
(101.7
|
)
|
|||
Net change
|
$
|
(401.5
|
)
|
|
$
|
345.2
|
|
|
$
|
70.8
|
|
Description
|
Balance as of
December 31, 2011
|
|
Interest expense
for
fiscal year 2011
|
||||
(Amounts in thousands)
|
|
|
|
||||
Term Loan Facility, net of discount
|
$
|
1,089,491
|
|
|
$
|
28,572
|
|
Senior Notes
|
700,000
|
|
|
28,943
|
|
||
Former senior secured term loan facilities
|
—
|
|
|
12,969
|
|
||
8% Notes and 9% Notes
|
—
|
|
|
14,131
|
|
||
Derivatives
|
—
|
|
|
2,631
|
|
||
Capital lease and other financing obligations
|
46,219
|
|
|
3,528
|
|
||
Amortization of financing costs and original issue discounts
|
—
|
|
|
6,925
|
|
||
Other
|
—
|
|
|
1,858
|
|
||
Total
|
$
|
1,835,710
|
|
|
$
|
99,557
|
|
|
Payments Due by Period
|
||||||||||||||||||
(Amounts in millions)
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Debt obligations principal
(1)
|
$
|
1,794.5
|
|
|
$
|
11.0
|
|
|
$
|
22.0
|
|
|
$
|
22.0
|
|
|
$
|
1,739.5
|
|
Debt obligations interest
(2)
|
620.9
|
|
|
89.9
|
|
|
178.2
|
|
|
176.5
|
|
|
176.3
|
|
|||||
Capital lease obligations principal
(3)
|
35.5
|
|
|
1.7
|
|
|
3.1
|
|
|
3.7
|
|
|
27.0
|
|
|||||
Capital lease obligations interest
(3)
|
27.5
|
|
|
3.0
|
|
|
5.7
|
|
|
5.2
|
|
|
13.6
|
|
|||||
Other financing obligations principal
(4)
|
10.7
|
|
|
1.0
|
|
|
0.4
|
|
|
0.0
|
|
|
9.3
|
|
|||||
Other financing obligations interest
(4)
|
4.6
|
|
|
0.8
|
|
|
1.4
|
|
|
1.4
|
|
|
1.0
|
|
|||||
Operating lease obligations
(5)
|
13.9
|
|
|
5.3
|
|
|
4.3
|
|
|
1.7
|
|
|
2.6
|
|
|||||
Non-cancelable purchase obligations
(6)
|
16.4
|
|
|
7.5
|
|
|
6.5
|
|
|
2.2
|
|
|
0.2
|
|
|||||
Total
(7)(8)
|
$
|
2,524.0
|
|
|
$
|
120.2
|
|
|
$
|
221.6
|
|
|
$
|
212.7
|
|
|
$
|
1,969.5
|
|
(1)
|
Represents the contractually required principal payments under the Senior Notes and the Term Loan Facility in existence as of December 31, 2011 in accordance with the required payment schedule.
|
(2)
|
Represents the contractually required interest payments on the debt obligations in existence as of December 31, 2011 in accordance with the required payment schedule. Cash flows associated with the next interest payment to be made subsequent to December 31, 2011 on the variable rate debt were calculated using the interest rates in effect as of the latest interest rate reset date prior to December 31, 2011, plus spread.
|
(3)
|
Represents the contractually required payments under our capital lease obligations in existence as of December 31, 2011 in accordance with the required payment schedule. No assumptions were made with respect to renewing the lease term at its expiration date.
|
(4)
|
Represents the contractually required payments under our financing obligations in existence as of December 31, 2011 in accordance with the required payment schedule. No assumptions were made with respect to renewing the financing arrangements at their expiration dates.
|
(5)
|
Represents the contractually required payments under our operating lease obligations in existence as of December 31, 2011 in accordance with the required payment schedule. No assumptions were made with respect to renewing the lease obligations at the expiration date of their initial terms.
|
(6)
|
Represents the contractually required payments under our various purchase obligations in existence as of December 31, 2011. No assumptions were made with respect to renewing the purchase obligations at the expiration date of their initial terms, and no amounts were assumed to be prepaid.
|
(7)
|
Contractual obligations denominated in a foreign currency were calculated utilizing the U.S. dollar to local currency exchange rates in effect as of December 31, 2011.
|
(8)
|
This table does not include the contractual obligations associated with our defined benefit and other post-retirement benefit plans. As of December 31, 2011, we had recognized a net benefit liability of $21.5 million representing the net unfunded benefit obligations of the defined benefit and retiree healthcare plans. Refer to Note 10, "Pension and Other Post-Retirement Benefits," of our audited consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, for additional information on pension and other post-retirement benefits, including expected benefit payments for the next 10 years. This table also does not include
$15.8 million
of unrecognized tax benefits as of December 31, 2011, as we are unable to make reasonably reliable estimates of when cash settlement, if any, will occur with a tax authority, as the timing of the examination and the ultimate resolution of the examination is uncertain. Refer to Note 9, "Income Taxes," of our audited consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, for additional information on income taxes.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Notional
Principal
Amount
(U.S. dollars in millions)
|
|
Maturity Date
|
|
Index
|
|
Strike Price
|
$25.0
|
|
January 27, 2011
|
|
3 Month LIBOR
|
|
5.377%
|
Notional
Principal
Amount
(Euros in millions)
|
|
Amortization
|
|
Effective Date
|
|
Maturity Date
|
|
Floor
|
|
At Prevailing
Market Rates
Between
|
|
Cap
|
€190.0
|
|
Amortizing
|
|
July 28, 2008
|
|
April 27, 2011
|
|
3.55%
|
|
3.55% – 4.40%
|
|
4.40%
|
Year
|
|
Notional
Principal Amount
(in millions)
|
|
Amortization
|
|
Effective Date
|
|
Maturity Date
|
|
Cap
|
|
2011
|
|
$600
|
|
NA
|
|
August 12, 2011
|
|
August 12, 2014
|
|
2.75
|
%
|
2011
|
|
$350
|
|
Amortizing
|
|
March 5, 2009
|
|
April 29, 2013
|
|
5.00
|
%
|
2011
|
|
€100
|
|
Amortizing
|
|
March 5, 2009
|
|
April 29, 2013
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
$600
|
|
Amortizing
|
|
March 5, 2009
|
|
April 29, 2013
|
|
5.00
|
%
|
2010
|
|
€100
|
|
Amortizing
|
|
March 5, 2009
|
|
April 29, 2013
|
|
5.00
|
%
|
(Dollars in millions)
|
Weighted-
Average
Interest Rate
|
|
Outstanding
balance as of
December 31, 2011
|
|
Fair value
as of
December 31, 2011
|
|||||
Term Loan Facility
(1)
|
4.00
|
%
|
|
$
|
1,089.5
|
|
|
$
|
1,101.2
|
|
Senior Notes
|
6.50
|
%
|
|
700.0
|
|
|
697.8
|
|
||
Total
(2)
|
|
|
$
|
1,789.5
|
|
|
$
|
1,799.0
|
|
(1)
|
Outstanding balance is presented net of discount.
|
(2)
|
Total outstanding balance excludes capital leases and other financing obligations of
$46.2 million
.
|
(Dollars in millions)
|
Weighted-
Average
Interest Rate
|
|
Outstanding
balance as of
December 31, 2010
|
|
Fair value
as of
December 31, 2010
|
|||||
Senior secured term loan facility (denominated in U.S. dollars)
|
2.09
|
%
|
|
$
|
907.3
|
|
|
$
|
884.0
|
|
Senior secured term loan facility (€380.5 million)
|
2.79
|
%
|
|
504.7
|
|
|
482.8
|
|
||
8% Notes (denominated in U.S. dollars)
|
8.00
|
%
|
|
201.2
|
|
|
206.9
|
|
||
9% Notes (€177.3 million)
|
9.00
|
%
|
|
235.0
|
|
|
248.6
|
|
||
Total
(1)
|
|
|
$
|
1,848.2
|
|
|
$
|
1,822.3
|
|
(1)
|
Total outstanding balance excludes capital leases and other financing obligations of $41.5 million.
|
•
|
$907.3 million of U.S. dollar-denominated variable rate debt. An increase of 100 basis points in the LIBOR rate would have resulted in additional annual interest expense of $9.2 million. This increase would not have be offset by our variable to fixed interest rate swaps as of December 31, 2010.
|
•
|
€380.5 million (equivalent to $504.7 million as of December 31, 2010) of Euro-denominated variable rate debt. An increase of 100 basis points in the EURIBOR rate would have resulted in additional annual interest expense of $5.1 million at an exchange rate of $1.33 to €1.00 as of December 31, 2010. Depending upon prevailing EURIBOR rates, this increase may have been offset by a reduction in interest expense resulting from our €190.0 million of interest rate collars.
|
Foreign Currency Derivatives
|
Notional (in millions)
|
Effective Date
|
Maturity Date
|
Index
|
Strike Rate
|
||||
Foreign currency forward contract
|
|
€21.0
|
|
December 28, 2011
|
March 30, 2012
|
Euro to U.S. Dollar Exchange Rate
|
|
$1.31
|
|
Foreign currency forward contract
|
|
RM31.0
|
|
December 28, 2011
|
March 30, 2012
|
U.S. Dollar to Malaysian Ringgit Exchange Rate
|
|
RM3.16
|
|
Foreign currency forward contract
|
|
₩7,000.0
|
|
December 28, 2011
|
March 30, 2012
|
U.S. Dollar to South Korean Won Exchange Rate
|
|
₩1,168.60
|
|
(Amounts in millions)
|
|
|
|
Increase/(decrease) to pre-tax earnings due to
|
||||||||
|
|
Asset (liability) balance
as of December 31, 2011 |
|
10% increase in the
U.S. dollar to foreign currency rate
|
|
10% (decrease) in the
U.S. dollar to foreign currency rate
|
||||||
Euro to U.S. Dollar
|
|
$
|
0.2
|
|
|
$
|
2.7
|
|
|
$
|
(2.7
|
)
|
U.S. Dollar to Malaysian Ringgit
|
|
$
|
(0.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
0.9
|
|
U.S. Dollar to South Korean Won
|
|
$
|
(0.0
|
)
|
|
$
|
0.5
|
|
|
$
|
(0.7
|
)
|
(Amounts in millions)
|
Asset (liability) balance
as of December 31, 2011
|
|
Increase/(decrease) to pre-tax earnings due to
|
||||||||||||
Euro-denominated financial instruments
|
Euro
|
|
$ Equivalent
|
|
10% increase in the
U.S. dollar to Euro
currency exchange rate
|
|
10% (decrease) in the
U.S. dollar to Euro
currency exchange rate
|
||||||||
Interest rate cap
|
€
|
0.0
|
|
|
$
|
0.0
|
|
|
$
|
(0.0
|
)
|
|
$
|
0.0
|
|
Other net monetary assets
(1)
|
€
|
37.7
|
|
|
$
|
48.7
|
|
|
$
|
(4.9
|
)
|
|
$
|
4.9
|
|
(Amounts in millions)
|
Asset (liability) balance
as of December 31, 2010
|
|
Increase/(decrease) to pre-tax earnings due to
|
||||||||||||
Euro-denominated financial instruments
|
Euro
|
|
$ Equivalent
|
|
10% increase in the
U.S. dollar to Euro
currency exchange rate
|
|
10% (decrease) in the
U.S. dollar to Euro
currency exchange rate
|
||||||||
Debt
|
€
|
(557.6
|
)
|
|
$
|
(739.7
|
)
|
|
$
|
(74.0
|
)
|
|
$
|
74.0
|
|
Interest rate collars
|
€
|
(1.4
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
Other net monetary assets
(1)
|
€
|
18.8
|
|
|
$
|
25.0
|
|
|
$
|
2.5
|
|
|
$
|
(2.5
|
)
|
(1)
|
Includes cash, accounts receivable, other current assets, accounts payable, accrued expenses, income taxes payable, deferred tax liabilities, pension obligations and other long-term liabilities.
|
(Amounts in millions, except price per unit and notional amounts)
|
|
|
|
Increase/(decrease)
to pre-tax earnings due to
|
|||||||||
Commodity
|
Asset
balance as of
December 31,
2010
|
|
Notional
|
|
Weighted
Average
Contract
Price Per Unit
|
|
Average
Forward
Price Per Unit as of
December 31,
2010
|
|
Expiration
|
|
|||
10% increase
in the forward price
|
|
10% (decrease)
in the forward price
|
|||||||||||
Silver
|
$3.7
|
|
650,687 troy oz.
|
|
$25.17
|
|
$31.02
|
|
Various dates during 2011
|
|
$2.0
|
|
$(2.0)
|
Gold
|
$0.6
|
|
6,718 troy oz.
|
|
$1,370.23
|
|
$1,425.89
|
|
Various dates during 2011
|
|
$0.9
|
|
$(0.9)
|
Copper
|
$1.8
|
|
2,210,800 pounds
|
|
$3.49
|
|
$4.33
|
|
Various dates during 2011
|
|
$0.9
|
|
$(0.9)
|
Nickel
|
$0.2
|
|
197,122 pounds
|
|
$10.10
|
|
$11.19
|
|
Various dates during 2011
|
|
$0.2
|
|
$(0.2)
|
Aluminum
|
$0.2
|
|
1,505,056 pounds
|
|
$1.01
|
|
$1.13
|
|
Various dates during 2011
|
|
$0.2
|
|
$(0.2)
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
1.
|
Financial Statements
|
|
|
|
|
|
|
|
|
|
|
2.
|
Financial Statement Schedules
|
|
December 31, 2011
|
|
December 31, 2010
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
92,127
|
|
|
$
|
493,662
|
|
Accounts receivable, net of allowances of $11,329 and $10,665 as of December 31, 2011 and 2010, respectively
|
261,425
|
|
|
198,245
|
|
||
Inventories
|
197,542
|
|
|
140,949
|
|
||
Deferred income tax assets
|
9,989
|
|
|
6,566
|
|
||
Prepaid expenses and other current assets
|
32,083
|
|
|
25,006
|
|
||
Total current assets
|
593,166
|
|
|
864,428
|
|
||
Property, plant and equipment at cost
|
594,050
|
|
|
447,263
|
|
||
Accumulated depreciation
|
(254,116
|
)
|
|
(215,570
|
)
|
||
Property, plant and equipment, net
|
339,934
|
|
|
231,693
|
|
||
Goodwill
|
1,746,821
|
|
|
1,528,954
|
|
||
Other intangible assets, net
|
737,560
|
|
|
723,144
|
|
||
Deferred income tax assets
|
4,086
|
|
|
4,526
|
|
||
Deferred financing costs
|
26,477
|
|
|
25,742
|
|
||
Other assets
|
8,607
|
|
|
9,510
|
|
||
Total assets
|
$
|
3,456,651
|
|
|
$
|
3,387,997
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt, capital lease and other financing obligations
|
$
|
13,741
|
|
|
$
|
16,779
|
|
Accounts payable
|
155,346
|
|
|
132,828
|
|
||
Income taxes payable
|
6,012
|
|
|
6,855
|
|
||
Accrued expenses and other current liabilities
|
100,674
|
|
|
94,030
|
|
||
Deferred income tax liabilities
|
3,479
|
|
|
4,608
|
|
||
Total current liabilities
|
279,252
|
|
|
255,100
|
|
||
Deferred income tax liabilities
|
262,091
|
|
|
179,089
|
|
||
Pension and post-retirement benefit obligations
|
22,287
|
|
|
43,021
|
|
||
Capital lease and other financing obligations, less current portion
|
43,478
|
|
|
39,544
|
|
||
Long-term debt, net of discount, less current portion
|
1,778,491
|
|
|
1,833,370
|
|
||
Other long-term liabilities
|
26,101
|
|
|
30,092
|
|
||
Commitments and contingencies
|
|
|
|
||||
Total liabilities
|
2,411,700
|
|
|
2,380,216
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Ordinary shares, €0.01 nominal value per share, 400,000,000 shares authorized; 176,466,849 and 173,522,647 shares issued as of December 31, 2011 and 2010, respectively
|
2,264
|
|
|
2,224
|
|
||
Treasury shares, at cost, 11,973 shares as of December 31, 2011 and 2010
|
(136
|
)
|
|
(136
|
)
|
||
Additional paid-in capital
|
1,557,211
|
|
|
1,530,789
|
|
||
Accumulated deficit
|
(491,164
|
)
|
|
(497,638
|
)
|
||
Accumulated other comprehensive loss
|
(23,224
|
)
|
|
(27,458
|
)
|
||
Total shareholders’ equity
|
1,044,951
|
|
|
1,007,781
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,456,651
|
|
|
$
|
3,387,997
|
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net revenue
|
$
|
1,826,945
|
|
|
$
|
1,540,079
|
|
|
$
|
1,134,944
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue
|
1,166,842
|
|
|
948,070
|
|
|
742,080
|
|
|||
Research and development
|
44,597
|
|
|
24,664
|
|
|
16,796
|
|
|||
Selling, general and administrative
|
164,790
|
|
|
194,106
|
|
|
126,545
|
|
|||
Amortization of intangible assets and capitalized software
|
141,575
|
|
|
144,514
|
|
|
153,081
|
|
|||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
19,867
|
|
|||
Restructuring
|
15,012
|
|
|
(138
|
)
|
|
18,086
|
|
|||
Total operating costs and expenses
|
1,532,816
|
|
|
1,311,216
|
|
|
1,076,455
|
|
|||
Profit from operations
|
294,129
|
|
|
228,863
|
|
|
58,489
|
|
|||
Interest expense
|
(99,557
|
)
|
|
(105,416
|
)
|
|
(149,766
|
)
|
|||
Interest income
|
813
|
|
|
1,020
|
|
|
573
|
|
|||
Currency translation (loss)/gain and other, net
|
(120,050
|
)
|
|
45,388
|
|
|
107,695
|
|
|||
Income from continuing operations before income taxes
|
75,335
|
|
|
169,855
|
|
|
16,991
|
|
|||
Provision for income taxes
|
68,861
|
|
|
39,805
|
|
|
44,277
|
|
|||
Income/(loss) from continuing operations
|
6,474
|
|
|
130,050
|
|
|
(27,286
|
)
|
|||
Loss from discontinued operations, net of tax of $0
|
—
|
|
|
—
|
|
|
(395
|
)
|
|||
Net income/(loss)
|
$
|
6,474
|
|
|
$
|
130,050
|
|
|
$
|
(27,681
|
)
|
Basic net income/(loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.04
|
|
|
$
|
0.78
|
|
|
$
|
(0.19
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.00
|
)
|
|||
Total basic net income/(loss) per share
|
$
|
0.04
|
|
|
$
|
0.78
|
|
|
$
|
(0.19
|
)
|
Diluted net income/(loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.04
|
|
|
$
|
0.75
|
|
|
$
|
(0.19
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.00
|
)
|
|||
Total diluted net income/(loss) per share
|
$
|
0.04
|
|
|
$
|
0.75
|
|
|
$
|
(0.19
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
6,474
|
|
|
$
|
130,050
|
|
|
$
|
(27,681
|
)
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(395
|
)
|
|||
Income/(loss)from continuing operations
|
6,474
|
|
|
130,050
|
|
|
(27,286
|
)
|
|||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
44,373
|
|
|
38,628
|
|
|
48,427
|
|
|||
Amortization of deferred financing costs and original issue discounts
|
6,925
|
|
|
8,564
|
|
|
9,055
|
|
|||
Currency translation loss/(gain) on debt
|
60,106
|
|
|
(72,816
|
)
|
|
13,559
|
|
|||
Loss/(gain) on repurchase of debt
|
44,014
|
|
|
23,474
|
|
|
(120,123
|
)
|
|||
Share-based compensation
|
8,012
|
|
|
25,421
|
|
|
2,233
|
|
|||
Amortization of inventory step-up to fair value
|
1,725
|
|
|
—
|
|
|
—
|
|
|||
Amortization of intangible assets and capitalized software
|
141,575
|
|
|
144,514
|
|
|
153,081
|
|
|||
Loss on disposition or write-down of assets
|
2,495
|
|
|
119
|
|
|
3,665
|
|
|||
Deferred income taxes
|
48,662
|
|
|
24,267
|
|
|
25,763
|
|
|||
Other non-cash items
|
13,098
|
|
|
(5,755
|
)
|
|
185
|
|
|||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
19,867
|
|
|||
Increase/(decrease) from changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(11,118
|
)
|
|
(17,406
|
)
|
|
(35,080
|
)
|
|||
Inventories
|
(19,907
|
)
|
|
(15,574
|
)
|
|
13,853
|
|
|||
Prepaid expenses and other current assets
|
(825
|
)
|
|
2,916
|
|
|
13,150
|
|
|||
Accounts payable and accrued expenses
|
(16,398
|
)
|
|
3,367
|
|
|
61,383
|
|
|||
Income taxes payable
|
(2,286
|
)
|
|
(1,529
|
)
|
|
(912
|
)
|
|||
Other
|
(21,058
|
)
|
|
11,806
|
|
|
7,160
|
|
|||
Net cash provided by operating activities from continuing operations
|
305,867
|
|
|
300,046
|
|
|
187,980
|
|
|||
Net cash used in operating activities from discontinued operations
|
—
|
|
|
—
|
|
|
(403
|
)
|
|||
Net cash provided by operating activities
|
305,867
|
|
|
300,046
|
|
|
187,577
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of High Temperature Sensing, net of cash received
|
(319,920
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Magnetic Speed and Position, net of cash received
|
(145,331
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to property, plant and equipment and capitalized software
|
(89,807
|
)
|
|
(52,912
|
)
|
|
(14,959
|
)
|
|||
Proceeds from sale of assets
|
600
|
|
|
364
|
|
|
585
|
|
|||
Payments on Euro call option
|
—
|
|
|
—
|
|
|
(1,075
|
)
|
|||
Net cash used in investing activities from continuing operations
|
(554,458
|
)
|
|
(52,548
|
)
|
|
(15,449
|
)
|
|||
Net cash provided by investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
372
|
|
|||
Net cash used in investing activities
|
(554,458
|
)
|
|
(52,548
|
)
|
|
(15,077
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of ordinary shares
|
176
|
|
|
433,539
|
|
|
—
|
|
|||
Proceeds from exercise of stock options and issuance of restricted securities
|
19,915
|
|
|
21,855
|
|
|
6
|
|
|||
Payments on from revolving credit facility, net
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||
Proceeds from issuance of debt
|
1,794,500
|
|
|
—
|
|
|
—
|
|
|||
Payments on debt
|
(1,933,035
|
)
|
|
(357,698
|
)
|
|
(76,488
|
)
|
|||
Advance to shareholder
|
—
|
|
|
—
|
|
|
(266
|
)
|
|||
Payments of debt issuance cost
|
(34,500
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in)/provided by financing activities
|
(152,944
|
)
|
|
97,696
|
|
|
(101,748
|
)
|
|||
Net change in cash and cash equivalents
|
(401,535
|
)
|
|
345,194
|
|
|
70,752
|
|
|||
Cash and cash equivalents, beginning of year
|
493,662
|
|
|
148,468
|
|
|
77,716
|
|
|||
Cash and cash equivalents, end of year
|
$
|
92,127
|
|
|
$
|
493,662
|
|
|
$
|
148,468
|
|
Supplemental cash flow items:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
91,207
|
|
|
$
|
107,109
|
|
|
$
|
112,389
|
|
Cash paid for income taxes
|
$
|
20,999
|
|
|
$
|
22,184
|
|
|
$
|
18,524
|
|
|
Ordinary Shares
|
|
Treasury Shares
|
|
Due
from
SCA
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Share-
holders’
Equity
|
|
Comprehensive
(Loss)/
Income
|
||||||||||||||||||||||
|
Number
|
|
Nominal
Value
|
|
Number
|
|
Nominal
Value
|
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2008
|
144,068,541
|
|
|
$
|
1,819
|
|
|
(11,973
|
)
|
|
$
|
(136
|
)
|
|
$
|
(17
|
)
|
|
$
|
1,048,140
|
|
|
$
|
(600,007
|
)
|
|
$
|
(44,467
|
)
|
|
$
|
405,332
|
|
|
|
||
Issuance of restricted securities
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,233
|
|
|
—
|
|
|
—
|
|
|
2,233
|
|
|
|
|||||||||
Advance to shareholder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(266
|
)
|
|
|
|||||||||
Settlement of administrative service fee by offsetting amounts due from SCA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
|
|||||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,681
|
)
|
|
—
|
|
|
(27,681
|
)
|
|
$
|
(27,681
|
)
|
|||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized loss on derivative instruments, net, designated and qualifying as cash flow hedges, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(999
|
)
|
|
(999
|
)
|
|
(999
|
)
|
||||||||
Defined benefit and retiree healthcare plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial net gain arising during the year, net of tax of $(3,638)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,888
|
|
|
4,888
|
|
|
4,888
|
|
||||||||
Amortization of actuarial net loss included in net periodic pension cost, net of tax of $(318)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
502
|
|
|
502
|
|
|
502
|
|
||||||||
Amortization of prior service cost included in net periodic pension cost, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
768
|
|
|
768
|
|
|
768
|
|
||||||||
Settlement loss, net of tax of $(1,401)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,109
|
|
|
2,109
|
|
|
2,109
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,268
|
|
|||||||||||||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(20,413
|
)
|
||||||||||||||||
Balance as of December 31, 2009
|
144,068,541
|
|
|
$
|
1,825
|
|
|
(11,973
|
)
|
|
$
|
(136
|
)
|
|
$
|
(17
|
)
|
|
$
|
1,050,373
|
|
|
$
|
(627,688
|
)
|
|
$
|
(37,199
|
)
|
|
$
|
387,158
|
|
|
|
||
Issuance of Ordinary Shares
|
26,315,789
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433,182
|
|
|
—
|
|
|
—
|
|
|
433,539
|
|
|
|
|||||||||
Stock options exercised
|
3,063,997
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,813
|
|
|
—
|
|
|
—
|
|
|
21,854
|
|
|
|
|||||||||
Vesting of restricted ordinary shares
|
74,320
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,421
|
|
|
—
|
|
|
—
|
|
|
25,421
|
|
|
|
|||||||||
Settlement of amount due from SCA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
|
|||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,050
|
|
|
—
|
|
|
130,050
|
|
|
$
|
130,050
|
|
|||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gain on derivative instruments, net, designated and qualifying as cash flow hedges, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,615
|
|
|
8,615
|
|
|
8,615
|
|
||||||||
Defined benefit and retiree healthcare plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial net gain arising during the year, net of tax of $(772)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
997
|
|
|
997
|
|
|
997
|
|
||||||||
Amortization of actuarial net loss included in net periodic pension cost, net of tax of $(167)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
281
|
|
|
281
|
|
|
281
|
|
||||||||
Amortization of prior service cost included in net periodic pension cost, net of tax of $(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
4
|
|
||||||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|
(165
|
)
|
|
(165
|
)
|
||||||||
Settlement loss, net of tax of $(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
9
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,741
|
|
|||||||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
139,791
|
|
||||||||||||||||
Balance as of December 31, 2010
|
173,522,647
|
|
|
$
|
2,224
|
|
|
(11,973
|
)
|
|
$
|
(136
|
)
|
|
$
|
—
|
|
|
$
|
1,530,789
|
|
|
$
|
(497,638
|
)
|
|
$
|
(27,458
|
)
|
|
$
|
1,007,781
|
|
|
|
|
Ordinary Shares
|
|
Treasury Shares
|
|
Due
from
SCA
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Share-
holders’
Equity
|
|
Comprehensive
(Loss)/
Income
|
||||||||||||||||||||||
|
Number
|
|
Nominal
Value
|
|
Number
|
|
Nominal
Value
|
|
|||||||||||||||||||||||||||||
Issuance of ordinary shares for employee stock plans
|
9,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
|
|||||||||
Stock options exercised
|
2,803,881
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,877
|
|
|
—
|
|
|
—
|
|
|
19,915
|
|
|
|
|||||||||
Vesting of restricted ordinary shares
|
130,373
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,012
|
|
|
—
|
|
|
—
|
|
|
8,012
|
|
|
|
|||||||||
Capital transactions with related parties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,643
|
)
|
|
—
|
|
|
—
|
|
|
(1,643
|
)
|
|
|
|||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,474
|
|
|
—
|
|
|
6,474
|
|
|
$
|
6,474
|
|
|||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gain on derivative instruments, net, designated and qualifying as cash flow hedges, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
63
|
|
|
63
|
|
||||||||
Defined benefit and retiree healthcare plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial net loss arising during the year, net of tax of $3,249
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,821
|
)
|
|
(6,821
|
)
|
|
(6,821
|
)
|
||||||||
Amortization of actuarial net loss included in net periodic pension cost, net of tax of $(388)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696
|
|
|
696
|
|
|
696
|
|
||||||||
Amortization of prior service cost included in net periodic pension cost, net of tax of $(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
7
|
|
||||||||
Plan amendment, net of tax of $(5,797)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,744
|
|
|
9,744
|
|
|
9,744
|
|
||||||||
Settlement loss, net of tax of $(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|
545
|
|
|
545
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,234
|
|
|||||||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,708
|
|
||||||||||||||||
Balance as of December 31, 2011
|
176,466,849
|
|
|
$
|
2,264
|
|
|
(11,973
|
)
|
|
$
|
(136
|
)
|
|
$
|
—
|
|
|
$
|
1,557,211
|
|
|
$
|
(491,164
|
)
|
|
$
|
(23,224
|
)
|
|
$
|
1,044,951
|
|
|
|
Year Ended December 31, 2010
|
|||||||||
|
As Previously Reported
|
Effect of Change
|
As Adjusted
|
||||||
|
|
|
|
||||||
Selling, general and administrative
|
$
|
194,623
|
|
$
|
(517
|
)
|
$
|
194,106
|
|
Profit from operations
|
$
|
228,346
|
|
$
|
517
|
|
$
|
228,863
|
|
Interest expense
|
$
|
(106,400
|
)
|
$
|
984
|
|
$
|
(105,416
|
)
|
Provision for income taxes
|
$
|
38,304
|
|
$
|
1,501
|
|
$
|
39,805
|
|
|
|
|
|
||||||
Year Ended December 31, 2009
|
|||||||||
|
As Previously Reported
|
Effect of Change
|
As Adjusted
|
||||||
|
|
|
|
||||||
Selling, general and administrative
|
$
|
126,952
|
|
$
|
(407
|
)
|
$
|
126,545
|
|
Profit from operations
|
$
|
58,082
|
|
$
|
407
|
|
$
|
58,489
|
|
Interest expense
|
$
|
(150,589
|
)
|
$
|
823
|
|
$
|
(149,766
|
)
|
Provision for income taxes
|
$
|
43,047
|
|
$
|
1,230
|
|
$
|
44,277
|
|
Building and improvements
|
2 – 40 years
|
Machinery and equipment
|
2 – 10 years
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Net unrealized loss on derivatives
|
$
|
(3,127
|
)
|
|
$
|
(3,190
|
)
|
Defined benefit pension and retiree healthcare plans
|
(20,097
|
)
|
|
(24,268
|
)
|
||
|
$
|
(23,224
|
)
|
|
$
|
(27,458
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Currency translation (loss)/gain on debt
|
$
|
(60,106
|
)
|
|
$
|
72,816
|
|
|
$
|
(13,559
|
)
|
Currency translation (loss)/gain on net monetary assets
|
(17,408
|
)
|
|
(7,262
|
)
|
|
347
|
|
|||
(Loss)/gain on repurchase of debt
|
(44,014
|
)
|
|
(23,474
|
)
|
|
120,123
|
|
|||
(Loss)/gain on commodity forward contracts
|
(1,082
|
)
|
|
9,140
|
|
|
2,590
|
|
|||
Gain on foreign currency forward contracts
|
2,695
|
|
|
—
|
|
|
—
|
|
|||
Loss on Euro call option
|
—
|
|
|
(993
|
)
|
|
(82
|
)
|
|||
Loss on assets held for sale
|
—
|
|
|
—
|
|
|
(1,636
|
)
|
|||
Loss on tax indemnification assets and other non-cash tax items
|
—
|
|
|
(5,221
|
)
|
|
—
|
|
|||
Other
|
(135
|
)
|
|
382
|
|
|
(88
|
)
|
|||
|
$
|
(120,050
|
)
|
|
$
|
45,388
|
|
|
$
|
107,695
|
|
|
Depreciable
Lives
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Land
|
—
|
|
$
|
19,277
|
|
|
$
|
18,877
|
|
Buildings and improvements
|
2 – 40 years
|
|
149,783
|
|
|
131,810
|
|
||
Machinery and equipment
|
2 – 10 years
|
|
424,990
|
|
|
296,576
|
|
||
|
|
|
594,050
|
|
|
447,263
|
|
||
Less accumulated depreciation
|
|
|
(254,116
|
)
|
|
(215,570
|
)
|
||
Total
|
|
|
$
|
339,934
|
|
|
$
|
231,693
|
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Cambridge, Maryland facility
|
$
|
470
|
|
|
$
|
3,120
|
|
Standish, Maine facility
|
238
|
|
|
238
|
|
||
Matamoros, Mexico facility
|
—
|
|
|
321
|
|
||
|
$
|
708
|
|
|
$
|
3,679
|
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
PP&E recognized under capital leases
|
$
|
38,449
|
|
|
$
|
31,753
|
|
Accumulated amortization
|
(9,021
|
)
|
|
(7,399
|
)
|
||
Net PP&E recognized under capital leases
|
$
|
29,428
|
|
|
$
|
24,354
|
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Finished goods
|
$
|
68,884
|
|
|
$
|
45,397
|
|
Work-in-process
|
45,420
|
|
|
25,353
|
|
||
Raw materials
|
83,238
|
|
|
70,199
|
|
||
Total
|
$
|
197,542
|
|
|
$
|
140,949
|
|
|
Sensors
|
|
Controls
|
|
Total
|
||||||||||||||||||||||||||||||
|
Gross
Goodwill
|
|
Accumulated
Impairment
|
|
Net
Goodwill
|
|
Gross
Goodwill
|
|
Accumulated
Impairment
|
|
Net
Goodwill
|
|
Gross
Goodwill
|
|
Accumulated
Impairment
|
|
Net
Goodwill
|
||||||||||||||||||
Balance as of December 31, 2008
|
$
|
1,166,567
|
|
|
$
|
—
|
|
|
$
|
1,166,567
|
|
|
$
|
383,379
|
|
|
$
|
(13,173
|
)
|
|
$
|
370,206
|
|
|
$
|
1,549,946
|
|
|
$
|
(13,173
|
)
|
|
$
|
1,536,773
|
|
First Technology Automotive acquisition—purchase accounting adjustments
|
(209
|
)
|
|
—
|
|
|
(209
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|
—
|
|
|
(209
|
)
|
|||||||||
Airpax acquisition—purchase accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(701
|
)
|
|
—
|
|
|
(701
|
)
|
|
(701
|
)
|
|
—
|
|
|
(701
|
)
|
|||||||||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,293
|
)
|
|
(5,293
|
)
|
|
—
|
|
|
(5,293
|
)
|
|
(5,293
|
)
|
|||||||||
Balance as of December 31, 2009
|
1,166,358
|
|
|
—
|
|
|
1,166,358
|
|
|
382,678
|
|
|
(18,466
|
)
|
|
364,212
|
|
|
1,549,036
|
|
|
(18,466
|
)
|
|
1,530,570
|
|
|||||||||
First Technology Automotive acquisition—purchase accounting adjustments
|
(1,553
|
)
|
|
—
|
|
|
(1,553
|
)
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|
(1,616
|
)
|
|
—
|
|
|
(1,616
|
)
|
|||||||||
Balance as of December 31, 2010
|
1,164,805
|
|
|
—
|
|
|
1,164,805
|
|
|
382,615
|
|
|
(18,466
|
)
|
|
364,149
|
|
|
1,547,420
|
|
|
(18,466
|
)
|
|
1,528,954
|
|
|||||||||
Airpax Acquisition—purchase accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||||||
MSP Acquisition
|
48,025
|
|
|
—
|
|
|
48,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,025
|
|
|
—
|
|
|
48,025
|
|
|||||||||
HTS Acquisition
|
169,918
|
|
|
—
|
|
|
169,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169,918
|
|
|
—
|
|
|
169,918
|
|
|||||||||
Balance as of December 31, 2011
|
$
|
1,382,748
|
|
|
$
|
—
|
|
|
$
|
1,382,748
|
|
|
$
|
382,539
|
|
|
$
|
(18,466
|
)
|
|
$
|
364,073
|
|
|
$
|
1,765,287
|
|
|
$
|
(18,466
|
)
|
|
$
|
1,746,821
|
|
|
Weighted-
Average
Life (Years)
|
|
December 31, 2011
|
|
December 31, 2010
|
|||||||||||||||||||||||||||||
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
|
|
Net
Carrying
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
|
|
Net
Carrying
Value
|
||||||||||||||||||||
Completed technologies
|
15
|
|
|
$
|
358,326
|
|
|
$
|
(138,994
|
)
|
|
$
|
(2,430
|
)
|
|
$
|
216,902
|
|
|
$
|
268,170
|
|
|
$
|
(109,115
|
)
|
|
$
|
(2,430
|
)
|
|
$
|
156,625
|
|
Customer relationships
|
11
|
|
|
1,086,496
|
|
|
(639,242
|
)
|
|
(12,144
|
)
|
|
435,110
|
|
|
1,026,840
|
|
|
(535,795
|
)
|
|
(12,144
|
)
|
|
478,901
|
|
||||||||
Non-compete agreements
|
7
|
|
|
23,400
|
|
|
(14,796
|
)
|
|
—
|
|
|
8,604
|
|
|
23,400
|
|
|
(8,825
|
)
|
|
—
|
|
|
14,575
|
|
||||||||
Tradenames
|
8
|
|
|
5,184
|
|
|
(937
|
)
|
|
—
|
|
|
4,247
|
|
|
720
|
|
|
(440
|
)
|
|
—
|
|
|
280
|
|
||||||||
Capitalized software
|
4
|
|
|
10,689
|
|
|
(6,462
|
)
|
|
—
|
|
|
4,227
|
|
|
8,973
|
|
|
(4,680
|
)
|
|
—
|
|
|
4,293
|
|
||||||||
Total
|
12
|
|
|
$
|
1,484,095
|
|
|
$
|
(800,431
|
)
|
|
$
|
(14,574
|
)
|
|
$
|
669,090
|
|
|
$
|
1,328,103
|
|
|
$
|
(658,855
|
)
|
|
$
|
(14,574
|
)
|
|
$
|
654,674
|
|
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2009
|
||||||
Acquisition-related definite-lived intangible assets
|
$
|
139,794
|
|
|
$
|
143,082
|
|
|
$
|
151,427
|
|
Capitalized software
|
1,781
|
|
|
1,432
|
|
|
1,654
|
|
|||
Total amortization expense
|
$
|
141,575
|
|
|
$
|
144,514
|
|
|
$
|
153,081
|
|
2012
|
$
|
144,101
|
|
2013
|
$
|
131,522
|
|
2014
|
$
|
120,247
|
|
2015
|
$
|
103,960
|
|
2016
|
$
|
71,886
|
|
Accounts and notes receivable
|
|
$
|
20,330
|
|
Inventories
|
|
27,197
|
|
|
Prepaid expenses and other current assets
|
|
5,829
|
|
|
Property, plant and equipment
|
|
32,974
|
|
|
Other intangible assets
|
|
112,275
|
|
|
Goodwill
|
|
169,918
|
|
|
Other noncurrent assets
|
|
48
|
|
|
Accounts payable and accrued expenses
|
|
(22,424
|
)
|
|
Other long term liabilities
|
|
(30,316
|
)
|
|
Fair value of net assets acquired, excluding cash and cash equivalents
|
|
315,831
|
|
|
Cash and cash equivalents
|
|
4,080
|
|
|
Fair value of net assets acquired
|
|
$
|
319,911
|
|
|
Acquisition Date Fair Value
|
|
Weighted Average Lives (years)
|
|||
Intangible Assets with Determinable Lives:
|
|
|
|
|||
Completed technologies
|
$
|
64,656
|
|
|
14
|
|
Customer relationships
|
43,056
|
|
|
5
|
|
|
Tradenames
|
4,464
|
|
|
8
|
|
|
Computer software
|
99
|
|
|
3
|
|
|
|
$
|
112,275
|
|
|
10
|
|
Accounts and notes receivable
|
|
$
|
31,732
|
|
Inventories
|
|
11,214
|
|
|
Prepaid expenses and other current assets
|
|
5,348
|
|
|
Property, plant and equipment
|
|
27,235
|
|
|
Other intangible assets
|
|
42,100
|
|
|
Goodwill
|
|
48,025
|
|
|
Other assets
|
|
529
|
|
|
Accounts payable and accrued expenses
|
|
(19,801
|
)
|
|
Other long term liabilities
|
|
(1,051
|
)
|
|
Fair value of net assets acquired, excluding cash and cash equivalents
|
|
145,331
|
|
|
Cash and cash equivalents
|
|
7,218
|
|
|
Fair value of net assets acquired
|
|
$
|
152,549
|
|
|
Acquisition Date Fair Value
|
|
Weighted Average Lives (years)
|
|||
Intangible Assets with Determinable Lives:
|
|
|
|
|||
Completed Technologies
|
$
|
25,500
|
|
|
6
|
|
Customer Relationships
|
16,600
|
|
|
7
|
|
|
|
$
|
42,100
|
|
|
6
|
|
|
Unaudited
|
||||||
|
December 31,
2011 |
|
December 31, 2010
|
||||
Pro forma net revenue
|
$
|
1,936,974
|
|
|
$
|
1,813,197
|
|
Pro forma net income
|
$
|
18,003
|
|
|
$
|
156,805
|
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Accrued compensation and benefits
|
$
|
31,370
|
|
|
$
|
37,388
|
|
Other accrued expenses and current liabilities
|
20,077
|
|
|
15,745
|
|
||
Accrued interest
|
11,727
|
|
|
13,533
|
|
||
Accrued restructuring expenses
|
10,229
|
|
|
1,267
|
|
||
Accrued freight, utility and insurance
|
8,348
|
|
|
7,644
|
|
||
Accrued taxes
|
6,559
|
|
|
6,956
|
|
||
VAT tax payable
|
5,831
|
|
|
2,465
|
|
||
Accrued professional fees
|
5,322
|
|
|
8,130
|
|
||
Current portion of pension and post-retirement benefit obligations
|
1,211
|
|
|
902
|
|
||
Total
|
$
|
100,674
|
|
|
$
|
94,030
|
|
|
December 31,
2011 |
|
December 31, 2010
|
||||
Senior secured term loan facility (denominated in U.S. dollars)
|
$
|
—
|
|
|
$
|
907,250
|
|
Senior secured term loan facility (denominated in Euros)
|
—
|
|
|
504,741
|
|
||
Term Loan Facility (denominated in U.S. dollars)
|
1,094,500
|
|
|
—
|
|
||
Senior Notes (denominated in U.S. dollars)
|
700,000
|
|
|
—
|
|
||
8% Notes (denominated in U.S dollars)
|
—
|
|
|
201,181
|
|
||
9% Notes (denominated in Euros)
|
—
|
|
|
234,978
|
|
||
Less: Term Loan Facility discount
|
(5,009
|
)
|
|
—
|
|
||
Less: current portion
|
(11,000
|
)
|
|
(14,780
|
)
|
||
Long-term debt, net of discount, less current portion
|
$
|
1,778,491
|
|
|
$
|
1,833,370
|
|
Capital lease and other financing obligations
|
$
|
46,219
|
|
|
$
|
41,543
|
|
Less: current portion
|
(2,741
|
)
|
|
(1,999
|
)
|
||
Capital lease and other financing obligations, less current portion
|
$
|
43,478
|
|
|
$
|
39,544
|
|
Beginning May 15
|
Percentage
|
|
2015
|
103.25
|
%
|
2016
|
101.63
|
%
|
2017 and thereafter
|
100.00
|
%
|
For the year ended December 31,
|
|
Aggregate Maturities
|
||
2012
|
|
$
|
11,000
|
|
2013
|
|
11,000
|
|
|
2014
|
|
11,000
|
|
|
2015
|
|
11,000
|
|
|
2016
|
|
11,000
|
|
|
Thereafter
|
|
1,739,500
|
|
|
Total long-term debt principal payments
|
|
$
|
1,794,500
|
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
For the year ended December 31,
|
|
|
|
|
|
||||||
2011
|
$
|
(66,901
|
)
|
|
$
|
142,236
|
|
|
$
|
75,335
|
|
2010
|
$
|
(116,667
|
)
|
|
$
|
286,522
|
|
|
$
|
169,855
|
|
2009
|
$
|
(141,437
|
)
|
|
$
|
158,428
|
|
|
$
|
16,991
|
|
|
U.S. Federal
|
|
Non-U.S.
|
|
U.S. State
|
|
Total
|
||||||||
For the year ended December 31,
|
|
|
|
|
|
|
|
||||||||
2011:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
—
|
|
|
$
|
19,999
|
|
|
$
|
200
|
|
|
$
|
20,199
|
|
Deferred
|
12,093
|
|
|
33,651
|
|
|
2,918
|
|
|
48,662
|
|
||||
Total
|
$
|
12,093
|
|
|
$
|
53,650
|
|
|
$
|
3,118
|
|
|
$
|
68,861
|
|
2010:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
—
|
|
|
$
|
18,291
|
|
|
$
|
150
|
|
|
$
|
18,441
|
|
Deferred
|
13,553
|
|
|
4,944
|
|
|
2,867
|
|
|
21,364
|
|
||||
Total
|
$
|
13,553
|
|
|
$
|
23,235
|
|
|
$
|
3,017
|
|
|
$
|
39,805
|
|
2009:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
—
|
|
|
$
|
18,389
|
|
|
$
|
300
|
|
|
$
|
18,689
|
|
Deferred
|
13,679
|
|
|
12,447
|
|
|
(538
|
)
|
|
25,588
|
|
||||
Total
|
$
|
13,679
|
|
|
$
|
30,836
|
|
|
$
|
(238
|
)
|
|
$
|
44,277
|
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Tax computed at statutory rate of 35%
|
$
|
26,367
|
|
|
$
|
58,924
|
|
|
$
|
5,517
|
|
Foreign rate tax differential
|
(16,185
|
)
|
|
(42,259
|
)
|
|
(24,187
|
)
|
|||
Unrealized foreign exchange gains and losses
|
(3,258
|
)
|
|
7,103
|
|
|
(16,337
|
)
|
|||
Change in tax law or rates
|
(11,538
|
)
|
|
(936
|
)
|
|
6,096
|
|
|||
Withholding taxes not creditable
|
6,487
|
|
|
4,588
|
|
|
4,162
|
|
|||
Non taxable gain on repurchases of debt
|
—
|
|
|
—
|
|
|
(16,857
|
)
|
|||
Losses not tax benefited
|
59,457
|
|
|
8,299
|
|
|
80,601
|
|
|||
State taxes, net of federal benefit
|
2,027
|
|
|
1,905
|
|
|
(154
|
)
|
|||
Nondeductible interest, penalties and tax indemnifications
|
4,208
|
|
|
1,501
|
|
|
1,230
|
|
|||
Other
|
1,296
|
|
|
680
|
|
|
4,206
|
|
|||
|
$
|
68,861
|
|
|
$
|
39,805
|
|
|
$
|
44,277
|
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Deferred tax assets:
|
|
|
|
||||
Inventories and related reserves
|
$
|
2,326
|
|
|
$
|
1,984
|
|
Accrued expenses
|
22,500
|
|
|
28,576
|
|
||
Property, plant and equipment
|
3,952
|
|
|
5,723
|
|
||
Intangible assets
|
84,192
|
|
|
66,454
|
|
||
NOL and interest expense carryforwards
|
309,312
|
|
|
282,291
|
|
||
Pension liability
|
1,700
|
|
|
7,913
|
|
||
Share based compensation
|
9,222
|
|
|
—
|
|
||
Unrealized exchange loss
|
1,387
|
|
|
—
|
|
||
Other
|
2,259
|
|
|
15,992
|
|
||
Total deferred tax assets
|
436,850
|
|
|
408,933
|
|
||
Valuation allowance
|
(374,455
|
)
|
|
(314,003
|
)
|
||
Net deferred tax asset
|
62,395
|
|
|
94,930
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(16,662
|
)
|
|
(13,145
|
)
|
||
Intangible assets and goodwill
|
(274,610
|
)
|
|
(235,314
|
)
|
||
Other
|
(1,093
|
)
|
|
(4,038
|
)
|
||
Tax on undistributed earnings of subsidiaries
|
(21,525
|
)
|
|
(15,038
|
)
|
||
Total deferred tax liabilities
|
(313,890
|
)
|
|
(267,535
|
)
|
||
Net deferred tax liability
|
$
|
(251,495
|
)
|
|
$
|
(172,605
|
)
|
Balance as of December 31, 2008
|
$
|
8,035
|
|
Increases related to prior year tax positions
|
2,308
|
|
|
Increases related to current year tax positions
|
1,413
|
|
|
Decreases related to lapse of applicable statute of limitations
|
(230
|
)
|
|
Balance as of December 31, 2009
|
11,526
|
|
|
Increases related to prior year tax positions
|
4,269
|
|
|
Increases related to current year tax positions
|
5,519
|
|
|
Decreases related to lapse of applicable statute of limitations
|
(4,359
|
)
|
|
Balance as of December 31, 2010
|
16,955
|
|
|
Increases related to current year tax positions
|
1,233
|
|
|
Decreases related to lapse of applicable statute of limitations
|
(2,392
|
)
|
|
Balance as of December 31, 2011
|
$
|
15,796
|
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers;
|
•
|
If a participating employer stops contributing to the plan, any unfunded obligations of the plan may be borne by the remaining participating employers; and
|
•
|
If we choose to stop participating in the plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to a withdrawal liability.
|
|
For the year ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||||||||||||||||||
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
||||||||||||||||||
Service cost
|
$
|
2,109
|
|
|
$
|
200
|
|
|
$
|
2,984
|
|
|
$
|
2,066
|
|
|
$
|
229
|
|
|
$
|
2,278
|
|
|
$
|
1,976
|
|
|
$
|
244
|
|
|
$
|
2,860
|
|
Interest cost
|
2,703
|
|
|
605
|
|
|
1,088
|
|
|
2,642
|
|
|
574
|
|
|
943
|
|
|
2,969
|
|
|
566
|
|
|
1,020
|
|
|||||||||
Expected return on plan assets
|
(2,599
|
)
|
|
—
|
|
|
(819
|
)
|
|
(2,355
|
)
|
|
—
|
|
|
(764
|
)
|
|
(2,408
|
)
|
|
—
|
|
|
(786
|
)
|
|||||||||
Amortization of net loss
|
662
|
|
|
43
|
|
|
378
|
|
|
323
|
|
|
—
|
|
|
125
|
|
|
237
|
|
|
28
|
|
|
555
|
|
|||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
768
|
|
|||||||||
Loss on settlement
|
11
|
|
|
—
|
|
|
537
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
1,283
|
|
|
—
|
|
|
2,228
|
|
|||||||||
(Gain)/loss on curtailment
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
563
|
|
|||||||||
Net periodic benefit cost
|
$
|
2,805
|
|
|
$
|
848
|
|
|
$
|
4,180
|
|
|
$
|
2,676
|
|
|
$
|
803
|
|
|
$
|
2,491
|
|
|
$
|
4,057
|
|
|
$
|
838
|
|
|
$
|
7,208
|
|
|
For the year ended December 31,
|
||||||||||||||||||||||
|
2011
|
|
2010
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||||||||||
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
||||||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
61,433
|
|
|
$
|
12,097
|
|
|
$
|
39,417
|
|
|
$
|
61,199
|
|
|
$
|
11,555
|
|
|
$
|
32,502
|
|
Service cost
|
2,109
|
|
|
200
|
|
|
2,984
|
|
|
2,066
|
|
|
229
|
|
|
2,278
|
|
||||||
Interest cost
|
2,703
|
|
|
605
|
|
|
1,088
|
|
|
2,642
|
|
|
574
|
|
|
943
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
104
|
|
||||||
Plan amendment
|
(15,623
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
944
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss/(gain)
|
4,139
|
|
|
1,010
|
|
|
1,261
|
|
|
(2,688
|
)
|
|
37
|
|
|
2,552
|
|
||||||
Settlements
|
(555
|
)
|
|
—
|
|
|
(1,153
|
)
|
|
—
|
|
|
—
|
|
|
(1,034
|
)
|
||||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
||||||
Benefits paid
|
(2,256
|
)
|
|
(317
|
)
|
|
(1,883
|
)
|
|
(1,786
|
)
|
|
(298
|
)
|
|
(1,197
|
)
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
1,074
|
|
|
—
|
|
|
—
|
|
|
3,219
|
|
||||||
Ending balance
|
$
|
51,950
|
|
|
$
|
13,595
|
|
|
$
|
43,876
|
|
|
$
|
61,433
|
|
|
$
|
12,097
|
|
|
$
|
39,417
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
35,030
|
|
|
$
|
—
|
|
|
$
|
33,994
|
|
|
$
|
29,509
|
|
|
$
|
—
|
|
|
$
|
29,223
|
|
Actual return on plan assets
|
(133
|
)
|
|
—
|
|
|
(115
|
)
|
|
3,897
|
|
|
—
|
|
|
885
|
|
||||||
Employer contributions
|
19,155
|
|
|
317
|
|
|
3,702
|
|
|
3,410
|
|
|
298
|
|
|
2,636
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
104
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
(555
|
)
|
|
—
|
|
|
(1,153
|
)
|
|
—
|
|
|
—
|
|
|
(1,034
|
)
|
||||||
Benefits paid
|
(2,256
|
)
|
|
(317
|
)
|
|
(1,883
|
)
|
|
(1,786
|
)
|
|
(298
|
)
|
|
(1,197
|
)
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
1,431
|
|
|
—
|
|
|
—
|
|
|
3,377
|
|
||||||
Ending balance
|
$
|
51,241
|
|
|
$
|
—
|
|
|
$
|
36,664
|
|
|
$
|
35,030
|
|
|
$
|
—
|
|
|
$
|
33,994
|
|
Funded status at end of year
|
$
|
(709
|
)
|
|
$
|
(13,595
|
)
|
|
$
|
(7,212
|
)
|
|
$
|
(26,403
|
)
|
|
$
|
(12,097
|
)
|
|
$
|
(5,423
|
)
|
Accumulated benefit obligation at end of year
|
$
|
51,886
|
|
|
NA
|
|
|
$
|
34,904
|
|
|
$
|
49,876
|
|
|
NA
|
|
|
$
|
31,483
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||||||||||
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
||||||||||||
Noncurrent assets
|
$
|
1,982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(216
|
)
|
|
(564
|
)
|
|
(431
|
)
|
|
(127
|
)
|
|
(416
|
)
|
|
(359
|
)
|
||||||
Noncurrent liabilities
|
(2,475
|
)
|
|
(13,031
|
)
|
|
(6,781
|
)
|
|
(26,276
|
)
|
|
(11,681
|
)
|
|
(5,064
|
)
|
||||||
|
$
|
(709
|
)
|
|
$
|
(13,595
|
)
|
|
$
|
(7,212
|
)
|
|
$
|
(26,403
|
)
|
|
$
|
(12,097
|
)
|
|
$
|
(5,423
|
)
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
||||||||||||||||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
$
|
9,167
|
|
|
$
|
1,948
|
|
|
$
|
8,833
|
|
|
$
|
15,017
|
|
|
$
|
1,350
|
|
|
$
|
7,744
|
|
|
$
|
17,830
|
|
|
$
|
1,312
|
|
|
$
|
6,252
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
U.S.
Plans
|
|
Non-U.S.
Plans
|
|
U.S.
Plans
|
|
Non-U.S.
Plans
|
||||||||
Projected benefit obligation
|
$
|
2,691
|
|
|
$
|
10,036
|
|
|
$
|
61,433
|
|
|
$
|
8,561
|
|
Accumulated benefit obligation
|
$
|
2,691
|
|
|
$
|
8,219
|
|
|
$
|
49,876
|
|
|
$
|
7,013
|
|
Plan assets
|
$
|
—
|
|
|
$
|
4,025
|
|
|
$
|
35,030
|
|
|
$
|
3,294
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
U.S.
Plans
|
|
Non-U.S.
Plans
|
|
U.S.
Plans
|
|
Non-U.S.
Plans
|
||||||||
Projected benefit obligation
|
$
|
16,286
|
|
|
$
|
43,877
|
|
|
$
|
61,433
|
|
|
$
|
39,417
|
|
Plan assets
|
$
|
—
|
|
|
$
|
36,664
|
|
|
$
|
35,030
|
|
|
$
|
33,994
|
|
|
For the year ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||||||||||||||||||
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
||||||||||||||||||
Net loss/(gain)
|
$
|
4,309
|
|
|
$
|
633
|
|
|
$
|
1,879
|
|
|
$
|
(2,614
|
)
|
|
$
|
37
|
|
|
$
|
1,580
|
|
|
$
|
(2,019
|
)
|
|
$
|
12
|
|
|
$
|
(2,881
|
)
|
Amortization of net loss
|
(416
|
)
|
|
(27
|
)
|
|
(253
|
)
|
|
(198
|
)
|
|
—
|
|
|
(83
|
)
|
|
(139
|
)
|
|
(28
|
)
|
|
(335
|
)
|
|||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(768
|
)
|
|||||||||
Plan amendment
|
(9,744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
(7
|
)
|
|
—
|
|
|
(538
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(808
|
)
|
|
—
|
|
|
(1,301
|
)
|
|||||||||
Total recognized in other comprehensive loss
|
$
|
(5,858
|
)
|
|
$
|
606
|
|
|
$
|
1,081
|
|
|
$
|
(2,812
|
)
|
|
$
|
37
|
|
|
$
|
1,649
|
|
|
$
|
(2,966
|
)
|
|
$
|
(16
|
)
|
|
$
|
(5,285
|
)
|
|
December 31, 2011
|
|
|
December 31, 2010
|
|
||||||||
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
||||
U.S. assumed discount rate
|
4.00
|
%
|
|
4.30
|
%
|
|
|
4.50
|
%
|
|
5.00
|
%
|
|
Non-U.S. assumed discount rate
|
2.85
|
%
|
|
NA
|
|
|
|
2.83
|
%
|
|
NA
|
|
|
U.S. average long-term pay progression
|
4.00
|
%
|
|
—
|
|
(1)
|
|
4.00
|
%
|
|
—
|
|
(1)
|
Non-U.S. average long-term pay progression
|
3.18
|
%
|
|
NA
|
|
|
|
3.19
|
%
|
|
NA
|
|
|
(1)
|
Rate of compensation increase is not applicable to our retiree healthcare benefits as compensation levels do not impact earned benefits.
|
|
For the year ended December 31,
|
|||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
||||||||||||
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
Defined
Benefit
|
|
Retiree
Healthcare
|
|
||||||
U.S. assumed discount rate
|
4.50
|
%
|
|
5.00
|
%
|
|
4.75
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
Non-U.S. assumed discount rate
|
2.87
|
%
|
|
NA
|
|
|
3.12
|
%
|
|
NA
|
|
|
2.66
|
%
|
|
NA
|
|
|
U.S. average long-term rate
of return on plan assets
|
7.00
|
%
|
|
—
|
|
(1)
|
7.00
|
%
|
|
—
|
|
(1)
|
7.00
|
%
|
|
—
|
|
(1)
|
Non-U.S. average long-term rate of return on plan assets
|
2.36
|
%
|
|
NA
|
|
|
2.59
|
%
|
|
NA
|
|
|
2.58
|
%
|
|
NA
|
|
|
U.S. average long-term pay progression
|
4.00
|
%
|
|
—
|
|
(2)
|
4.00
|
%
|
|
—
|
|
(2)
|
4.00
|
%
|
|
—
|
|
(2)
|
Non-U.S. average long-term pay progression
|
3.18
|
%
|
|
NA
|
|
|
3.20
|
%
|
|
NA
|
|
|
3.23
|
%
|
|
NA
|
|
|
(1)
|
Long-term rate of return on plan assets is not applicable to our Retiree Healthcare Benefit Plan as we do not hold assets for this plan.
|
(2)
|
Rate of compensation increase is not applicable to our retiree healthcare benefits as compensation levels do not impact earned benefits.
|
|
Retiree Healthcare
|
|||||||
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2009
|
|||
Assumed healthcare trend rate for next year:
|
|
|
|
|
|
|||
Attributed to less than age 65
|
8.30
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Attributed to age 65 or greater
|
8.30
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
Ultimate trend rate
|
4.50
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year in which ultimate trend rate is reached:
|
|
|
|
|
|
|||
Attributed to less than age 65
|
2029
|
|
|
2017
|
|
|
2015
|
|
Attributed to age 65 or greater
|
2029
|
|
|
2018
|
|
|
2016
|
|
|
1 percentage
point
increase
|
|
1 percentage
point
decrease
|
||||
Effect on total service and interest cost components
|
$
|
(38
|
)
|
|
$
|
23
|
|
Effect on post-retirement benefit obligations
|
$
|
(525
|
)
|
|
$
|
292
|
|
Expected Benefit Payments
|
U.S.
Defined
Benefit
|
|
U.S.
Retiree
Healthcare
|
|
U.S.
Medicare Part D
Reimbursement
|
|
Non-U.S.
Defined
Benefit
|
||||||||
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
3,987
|
|
|
$
|
564
|
|
|
$
|
(6
|
)
|
|
$
|
1,071
|
|
2013
|
4,280
|
|
|
736
|
|
|
(8
|
)
|
|
1,116
|
|
||||
2014
|
4,467
|
|
|
919
|
|
|
(13
|
)
|
|
1,251
|
|
||||
2015
|
4,582
|
|
|
1,126
|
|
|
(17
|
)
|
|
1,310
|
|
||||
2016
|
4,777
|
|
|
1,325
|
|
|
(22
|
)
|
|
1,647
|
|
||||
2017-2021
|
21,466
|
|
|
6,948
|
|
|
(394
|
)
|
|
13,649
|
|
Asset Class
|
Target Allocation
|
|
Actual Allocation as of
December 31, 2011 |
||
U.S. large cap equity
|
26
|
%
|
|
29
|
%
|
U.S. small / mid cap equity
|
7
|
%
|
|
7
|
%
|
International (non-U.S.) equity
|
16
|
%
|
|
14
|
%
|
Fixed income (U.S. investment grade)
|
44
|
%
|
|
40
|
%
|
High-yield fixed income
|
4
|
%
|
|
7
|
%
|
International (non-U.S.) fixed income
|
3
|
%
|
|
3
|
%
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||||||||||
Asset Class
|
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
U.S. large cap equity
|
$
|
14,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,758
|
|
|
$
|
10,819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,819
|
|
U.S. small / mid cap equity
|
3,556
|
|
|
—
|
|
|
—
|
|
|
3,556
|
|
|
3,850
|
|
|
—
|
|
|
—
|
|
|
3,850
|
|
||||||||
International (non-U.S.) equity
|
6,996
|
|
|
—
|
|
|
—
|
|
|
6,996
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
||||||||
Total equity mutual funds
|
25,310
|
|
|
—
|
|
|
—
|
|
|
25,310
|
|
|
19,669
|
|
|
—
|
|
|
—
|
|
|
19,669
|
|
||||||||
Fixed income (U.S. investment grade)
|
20,839
|
|
|
—
|
|
|
—
|
|
|
20,839
|
|
|
11,743
|
|
|
—
|
|
|
—
|
|
|
11,743
|
|
||||||||
High-yield fixed income
|
3,411
|
|
|
—
|
|
|
—
|
|
|
3,411
|
|
|
2,028
|
|
|
—
|
|
|
—
|
|
|
2,028
|
|
||||||||
International (non-U.S.) fixed income
|
1,681
|
|
|
—
|
|
|
—
|
|
|
1,681
|
|
|
1,590
|
|
|
—
|
|
|
—
|
|
|
1,590
|
|
||||||||
Total fixed income mutual funds
|
25,931
|
|
|
—
|
|
|
—
|
|
|
25,931
|
|
|
15,361
|
|
|
—
|
|
|
—
|
|
|
15,361
|
|
||||||||
Total
|
$
|
51,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51,241
|
|
|
$
|
35,030
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,030
|
|
Asset Class
|
Target Allocation
|
|
Actual Allocation as of
December 31, 2011 |
|
Equity securities
|
30% – 50%
|
|
47
|
%
|
Fixed income securities and cash and cash equivalents
|
50% – 70%
|
|
53
|
%
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||||||||||
Asset Class
|
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
U.S. equity
|
$
|
2,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,953
|
|
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
International (non-U.S.) equity
|
8,398
|
|
|
3,842
|
|
|
—
|
|
|
12,240
|
|
|
6,612
|
|
|
—
|
|
|
—
|
|
|
6,612
|
|
||||||||
Total equity securities
|
11,351
|
|
|
3,842
|
|
|
—
|
|
|
15,193
|
|
|
9,112
|
|
|
—
|
|
|
—
|
|
|
9,112
|
|
||||||||
U.S. fixed income
|
1,563
|
|
|
3,534
|
|
|
—
|
|
|
5,097
|
|
|
3,595
|
|
|
—
|
|
|
—
|
|
|
3,595
|
|
||||||||
International (non-U.S.) fixed income
|
10,831
|
|
|
393
|
|
|
—
|
|
|
11,224
|
|
|
17,528
|
|
|
—
|
|
|
—
|
|
|
17,528
|
|
||||||||
Total fixed income securities
|
12,394
|
|
|
3,927
|
|
|
—
|
|
|
16,321
|
|
|
21,123
|
|
|
—
|
|
|
—
|
|
|
21,123
|
|
||||||||
Cash and cash equivalents
|
622
|
|
|
—
|
|
|
—
|
|
|
622
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
465
|
|
||||||||
Total
|
$
|
24,367
|
|
|
$
|
7,769
|
|
|
$
|
—
|
|
|
$
|
32,136
|
|
|
$
|
30,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,700
|
|
|
Fair value measurement using
significant unobservable
inputs (Level 3)
|
||
Balance as of December 31, 2009
|
$
|
2,468
|
|
Actual return on plan assets still held at reporting date
|
531
|
|
|
Purchases, sales and settlements
|
295
|
|
|
Balance as of December 31, 2010
|
3,294
|
|
|
Actual return on plan assets still held at reporting date
|
327
|
|
|
Purchases, sales and settlements
|
404
|
|
|
Ending balance as of December 31, 2011
|
$
|
4,025
|
|
|
Ordinary Shares
|
|
Weighted-Average
Exercise Price Per
Share
|
|
Weighted-Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
||||||
Tranche 1 Options
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2009
|
4,991,716
|
|
|
$
|
8.96
|
|
|
7.28
|
|
|
$
|
55,259
|
|
Granted
|
387,500
|
|
|
20.85
|
|
|
|
|
|
||||
Forfeited
|
(53,419
|
)
|
|
7.18
|
|
|
|
|
|
||||
Exercised
|
(1,782,794
|
)
|
|
7.11
|
|
|
|
|
23,859
|
|
|||
Balance as of December 31, 2010
|
3,543,003
|
|
|
11.22
|
|
|
7.03
|
|
|
66,939
|
|
||
Granted
|
831,400
|
|
|
34.54
|
|
|
|
|
|
||||
Forfeited
|
(51,000
|
)
|
|
16.13
|
|
|
|
|
|
||||
Exercised
|
(1,114,948
|
)
|
|
7.12
|
|
|
|
|
|
|
|||
Options outstanding as of December 31, 2011
|
3,208,455
|
|
|
18.61
|
|
|
7.38
|
|
|
31,511
|
|
||
Options vested and exercisable as of December 31, 2011
|
1,417,474
|
|
|
11.64
|
|
|
6.11
|
|
|
20,768
|
|
||
Vested and expected to vest as of December 31, 2011
(1)
|
3,020,110
|
|
|
18.29
|
|
|
7.32
|
|
|
30,329
|
|
||
Tranche 2 and 3 Options
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2009
|
7,933,432
|
|
|
7.45
|
|
|
6.67
|
|
|
99,796
|
|
||
Forfeited
|
(106,838
|
)
|
|
7.18
|
|
|
|
|
|
||||
Exercised
|
(1,281,203
|
)
|
|
7.15
|
|
|
|
|
19,757
|
|
|||
Balance as of December 31, 2010
|
6,545,391
|
|
|
7.51
|
|
|
5.69
|
|
|
147,905
|
|
||
Forfeited
|
(40,000
|
)
|
|
7.50
|
|
|
|
|
|
||||
Exercised
|
(1,688,933
|
)
|
|
7.04
|
|
|
|
|
|
|
|||
Options outstanding as of December 31, 2011
|
4,816,458
|
|
|
7.68
|
|
|
4.76
|
|
|
89,584
|
|
||
Options vested and exercisable as of December 31, 2011
|
4,425,084
|
|
|
7.32
|
|
|
4.61
|
|
|
83,891
|
|
||
Vested and expected to vest as of December 31, 2011
(1)
|
4,815,968
|
|
|
7.68
|
|
|
4.76
|
|
|
89,578
|
|
(1)
|
Consists of vested options and unvested options that are expected to vest. The expected to vest options are determined by applying the forfeiture rate assumption, adjusted for cumulative actual forfeitures, to total unvested options.
|
|
Stock Options
|
|
Weighted-Average Grant-Date
Fair
Value Per Share
|
||||||||||
|
Tranche 1
|
|
Tranche 2 and 3
|
|
Tranche 1
|
|
Tranche 2 and 3
|
||||||
Nonvested as of December 31, 2010
|
2,161,379
|
|
|
1,916,114
|
|
|
$
|
6.14
|
|
|
$
|
3.93
|
|
Granted during the year
|
831,400
|
|
|
—
|
|
|
$
|
11.98
|
|
|
$
|
—
|
|
Vested during the year
|
(1,150,793
|
)
|
|
(1,484,740
|
)
|
|
$
|
4.69
|
|
|
$
|
1.79
|
|
Forfeited during the year
|
(51,000
|
)
|
|
(40,000
|
)
|
|
$
|
7.37
|
|
|
$
|
0.94
|
|
Nonvested as of December 31, 2011
|
1,790,986
|
|
|
391,374
|
|
|
$
|
9.74
|
|
|
$
|
3.19
|
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Expected dividend yield
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|||
Expected volatility
|
30.00
|
%
|
|
30.00
|
%
|
|
34.79
|
%
|
|||
Risk-free interest rate
|
2.48
|
%
|
|
2.23
|
%
|
|
2.90
|
%
|
|||
Expected term (years)
|
6.2
|
|
|
6.0
|
|
|
6.5
|
|
|||
Forfeiture rate
|
10.00
|
%
|
|
6.61
|
%
|
|
11.00
|
%
|
|||
Fair value per share of underlying ordinary shares
|
$
|
34.54
|
|
|
$
|
20.85
|
|
|
$
|
14.89
|
|
|
For the year ended December 31,
|
|
|
2009
|
|
Expected dividend yield
|
0
|
%
|
Expected volatility
|
33.24
|
%
|
Risk-free interest rate
|
0.39
|
%
|
Expected term (years)
|
6.6
|
|
Forfeiture rate
|
11.00
|
%
|
Assumed time to liquidity event (years)
|
1
|
|
Probability IPO vs. disposition
|
70% / 30%
|
|
|
Ordinary Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Balance as of December 31, 2008
|
52,118
|
|
|
$
|
6.85
|
|
Granted shares
|
380,900
|
|
|
17.48
|
|
|
Balance as of December 31, 2009
|
433,018
|
|
|
16.20
|
|
|
Granted shares
|
41,000
|
|
|
21.10
|
|
|
Vested
|
(74,320
|
)
|
|
17.48
|
|
|
Balance as of December 31, 2010
|
399,698
|
|
|
16.47
|
|
|
Granted shares
|
129,900
|
|
|
34.72
|
|
|
Forfeited
|
(9,440
|
)
|
|
21.01
|
|
|
Vested
|
(130,373
|
)
|
|
13.39
|
|
|
Balance as of December 31, 2011
|
389,785
|
|
|
$
|
23.47
|
|
|
December 31,
2011 |
|
December 31,
2010 |
|
December 31,
2009 |
||||||
Vested and outstanding
|
$
|
6,087
|
|
|
$
|
2,668
|
|
|
$
|
539
|
|
Expected to vest
|
$
|
5,770
|
|
|
$
|
10,711
|
|
|
$
|
8,258
|
|
|
December 31,
2011 |
|
December 31,
2010 |
|
December 31,
2009 |
||
Outstanding
|
2.8
|
|
|
3.5
|
|
|
4.6
|
Expected to vest
|
2.9
|
|
|
3.5
|
|
|
4.6
|
|
For the year ended
|
||||||||||
|
December 31,
2011 |
|
December 31,
2010 |
|
December 31,
2009 |
||||||
Tranche 1 options
|
$
|
6,461
|
|
|
$
|
4,665
|
|
|
$
|
2,168
|
|
Tranche 2 and 3 options
|
951
|
|
|
20,200
|
|
|
—
|
|
|||
Restricted securities
|
600
|
|
|
556
|
|
|
65
|
|
|||
Total share-based compensation expense
|
$
|
8,012
|
|
|
$
|
25,421
|
|
|
$
|
2,233
|
|
|
Unrecognized compensation
expense
|
|
Expected
recognition (years)
|
|||
Tranche 1 options
|
$
|
12,430
|
|
|
2.34
|
|
Tranche 2 and 3 options
|
475
|
|
|
1.69
|
|
|
Restricted securities
|
1,692
|
|
|
2.79
|
|
|
Total unrecognized compensation expense
|
$
|
14,597
|
|
|
|
|
Date of Completion
|
Ordinary shares sold by us
|
Ordinary shares sold by our existing shareholders and employees
|
Offering price per share
|
Net proceeds received
(1)
|
||||||
IPO
|
March 16, 2010
|
26,315,789
|
|
5,284,211
|
|
$
|
18.00
|
|
$
|
436,053
|
|
Over-allotment
(2)
|
April 14, 2010
|
—
|
|
4,740,000
|
|
$
|
18.00
|
|
$
|
2,515
|
|
Secondary public offering
(2)
|
November 17, 2010
|
—
|
|
23,000,000
|
|
$
|
24.10
|
|
$
|
3,696
|
|
Secondary public offering
|
February 24, 2011
|
—
|
|
20,000,000
|
|
$
|
33.15
|
|
$
|
2,137
|
|
Over-allotment
(2)
|
March 2, 2011
|
—
|
|
3,000,000
|
|
$
|
33.15
|
|
$
|
261
|
|
|
Advisory Agreement
|
|
Administrative Services Agreement
|
|
Legal Services
|
||||||
Charges recognized in SG&A
|
|
|
|
|
|
||||||
2011
|
$
|
—
|
|
|
$
|
280
|
|
|
$
|
2,554
|
|
2010
|
$
|
23,185
|
|
|
$
|
519
|
|
|
$
|
2,995
|
|
2009
|
$
|
4,000
|
|
|
$
|
588
|
|
|
$
|
1,370
|
|
|
|
|
|
|
|
||||||
Payments made related to charges recognized in SG&A
|
|
|
|
|
|
||||||
2011
|
$
|
—
|
|
|
$
|
(79
|
)
|
|
$
|
(4,122
|
)
|
2010
|
$
|
22,185
|
|
|
$
|
281
|
|
|
$
|
349
|
|
2009
|
$
|
4,000
|
|
|
$
|
(322
|
)
|
|
$
|
1,849
|
|
|
Future Minimum Payments
|
||||||||||||||
|
Capital
Leases
|
|
Other Financing
Arrangements
|
|
Operating
Leases
|
|
Total
|
||||||||
For the year ending December 31,
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
4,706
|
|
|
$
|
1,780
|
|
|
$
|
5,297
|
|
|
$
|
11,783
|
|
2013
|
4,386
|
|
|
1,116
|
|
|
2,712
|
|
|
8,214
|
|
||||
2014
|
4,420
|
|
|
723
|
|
|
1,634
|
|
|
6,777
|
|
||||
2015
|
4,457
|
|
|
723
|
|
|
957
|
|
|
6,137
|
|
||||
2016
|
4,443
|
|
|
723
|
|
|
777
|
|
|
5,943
|
|
||||
2017 and thereafter
|
40,632
|
|
|
10,277
|
|
|
2,559
|
|
|
53,468
|
|
||||
Net minimum rentals
|
63,044
|
|
|
15,342
|
|
|
13,936
|
|
|
92,322
|
|
||||
Less: interest portion
|
(27,552
|
)
|
|
(4,615
|
)
|
|
—
|
|
|
(32,167
|
)
|
||||
Present value of future minimum rentals
|
$
|
35,492
|
|
|
$
|
10,727
|
|
|
$
|
13,936
|
|
|
$
|
60,155
|
|
|
Purchase
Commitments
|
||
For the year ending December 31,
|
|
||
2012
|
$
|
7,455
|
|
2013
|
4,846
|
|
|
2014
|
1,684
|
|
|
2015
|
1,611
|
|
|
2016
|
611
|
|
|
2017 and thereafter
|
241
|
|
|
Total
|
$
|
16,448
|
|
•
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the
|
•
|
Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets as well as inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability, allowing for situations where there is little, if any, market activity for the asset or liability.
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||||||||||
|
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity forward contracts
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
7,199
|
|
|
—
|
|
|
7,199
|
|
||||||||
Interest rate caps
|
—
|
|
|
724
|
|
|
—
|
|
|
724
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
1,039
|
|
|
$
|
—
|
|
|
$
|
1,039
|
|
|
$
|
—
|
|
|
$
|
7,348
|
|
|
$
|
—
|
|
|
$
|
7,348
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate collars
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,822
|
|
|
$
|
—
|
|
|
$
|
1,822
|
|
Interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
||||||||
Foreign currency forward contracts
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Commodity forward contracts
|
—
|
|
|
6,009
|
|
|
—
|
|
|
6,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
6,091
|
|
|
$
|
—
|
|
|
$
|
6,091
|
|
|
$
|
—
|
|
|
$
|
1,913
|
|
|
$
|
—
|
|
|
$
|
1,913
|
|
|
Fair Value
Measurement
|
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Impaired
(Losses)
|
||||||||||
Definite-lived intangible assets
|
$
|
10,630
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,630
|
|
|
$
|
(14,574
|
)
|
Goodwill
|
3,341
|
|
|
—
|
|
|
—
|
|
|
3,341
|
|
|
(5,293
|
)
|
|||||
|
$
|
13,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,971
|
|
|
$
|
(19,867
|
)
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Term Loan Facility
(1)
|
$
|
1,089,491
|
|
|
$
|
1,101,243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Notes
|
700,000
|
|
|
697,816
|
|
|
—
|
|
|
—
|
|
||||
Senior secured term loans
|
—
|
|
|
—
|
|
|
1,411,991
|
|
|
1,366,723
|
|
||||
8% Notes and Senior Subordinated Notes
|
—
|
|
|
—
|
|
|
436,159
|
|
|
455,480
|
|
Interest Rate Derivatives
|
Notional
(in millions)
|
|
Effective Date
|
|
Maturity Date
|
|
Index
|
|
Strike Rate
|
||
Interest rate cap
|
$
|
350.0
|
|
|
March 5, 2009
|
|
April 29, 2013
|
|
3-month LIBOR
|
|
5.00%
|
Interest rate cap
|
$
|
600.0
|
|
|
August 12, 2011
|
|
August 12, 2014
|
|
3-month LIBOR
|
|
2.75%
|
Interest Rate Derivatives
|
Notional
(in millions)
|
|
Effective Date
|
|
Maturity Date
|
|
Index
|
|
Strike Rate
|
||
Interest rate cap
|
€
|
100.0
|
|
|
March 5, 2009
|
|
April 29, 2013
|
|
3-month EURIBOR
|
|
5.00%
|
Foreign Currency Derivatives
|
Notional (in millions)
|
Effective Date
|
Maturity Date
|
Index
|
Strike Rate
|
||||
Foreign currency forward contract
|
|
€21.0
|
|
December 28, 2011
|
March 30, 2012
|
Euro to U.S. Dollar Exchange Rate
|
|
$1.31
|
|
Foreign currency forward contract
|
|
RM31.0
|
|
December 28, 2011
|
March 30, 2012
|
U.S. Dollar to Malaysian Ringgit Exchange Rate
|
|
RM3.16
|
|
Foreign currency forward contract
|
|
₩7,000.0
|
|
December 28, 2011
|
March 30, 2012
|
U.S. Dollar to South Korean Won Exchange Rate
|
|
₩1,168.60
|
|
|
Notional
|
Remaining Contracted Periods
|
Weighted-
Average
Strike Price Per Unit
|
||
Silver
|
626,795 troy oz.
|
January 2012 – December 2012
|
$
|
33.83
|
|
Gold
|
6,085 troy oz.
|
January 2012 – December 2012
|
$
|
1,688.71
|
|
Nickel
|
214,341 pounds
|
January 2012 – December 2012
|
$
|
10.25
|
|
Aluminum
|
2,351,869 pounds
|
January 2012 – December 2012
|
$
|
1.13
|
|
Copper
|
2,625,903 pounds
|
January 2012 – December 2012
|
$
|
3.77
|
|
Platinum
|
1,667 troy oz.
|
January 2012 – December 2012
|
$
|
1,572.00
|
|
Palladium
|
187 troy oz.
|
January 2012 – December 2012
|
$
|
597.00
|
|
|
Asset Derivatives
|
|
|
|
Liability Derivatives
|
||||||||||||||||||
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
Other assets
|
|
$
|
724
|
|
|
Other assets
|
|
$
|
149
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Interest rate swap
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Accrued expenses
and other current liabilities |
|
91
|
|
||||
Interest rate collars
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Accrued expenses
and other current liabilities |
|
1,822
|
|
||||
Total
|
|
|
$
|
724
|
|
|
|
|
$
|
149
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
1,913
|
|
Derivatives not designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity forward contracts
|
Prepaid expenses
and other current assets |
|
$
|
110
|
|
|
Prepaid expenses
and other current assets |
|
$
|
7,199
|
|
|
Accrued expenses
and other current liabilities |
|
$
|
6,009
|
|
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
Prepaid expenses
and other current assets |
|
205
|
|
|
|
|
—
|
|
|
Accrued expenses
and other current liabilities |
|
82
|
|
|
|
|
—
|
|
||||
Total
|
|
|
$
|
315
|
|
|
|
|
$
|
7,199
|
|
|
|
|
$
|
6,091
|
|
|
|
|
$
|
—
|
|
|
Unrealized loss on
derivative
instruments
|
||
Balance as of December 31, 2010
|
$
|
(3,190
|
)
|
Amount of net unrealized loss recognized in accumulated other comprehensive loss
|
(2,568
|
)
|
|
Amount of loss reclassified into interest expense
|
2,631
|
|
|
Balance as of December 31, 2011
|
$
|
(3,127
|
)
|
Derivatives not designated as
hedging instruments under ASC 815
|
Amount of Gain
or (Loss)
Recognized in
Income on
Derivatives
|
|
Location of Gain or (Loss)
Recognized in Income on Derivatives
|
||||||
|
2011
|
|
2010
|
|
|
||||
Commodity forward contracts
|
$
|
(1,082
|
)
|
|
$
|
9,140
|
|
|
Currency translation (loss)/gain and other, net
|
Euro call option
|
$
|
—
|
|
|
$
|
(993
|
)
|
|
Currency translation (loss)/gain and other, net
|
Foreign currency forward contracts
|
$
|
2,695
|
|
|
$
|
—
|
|
|
Currency translation (loss)/gain and other, net
|
|
Severance
|
||
Balance as of December 31, 2010
|
$
|
—
|
|
Charges
|
8,945
|
|
|
Payments
|
(2,095
|
)
|
|
Impact of changes in foreign currency exchange rates
|
(14
|
)
|
|
Balance as of December 31, 2011
|
$
|
6,836
|
|
|
Severance
|
||
Balance as of December 31, 2010
|
$
|
—
|
|
Charges
|
3,537
|
|
|
Reversal of charges
|
(273
|
)
|
|
Payments
|
(378
|
)
|
|
Impact of changes in foreign currency exchange rates
|
(77
|
)
|
|
Balance as of December 31, 2011
|
$
|
2,809
|
|
|
Severance
|
|
Facility Exit
and Other Costs
|
|
Total
|
||||||
Balance as of December 31, 2008
|
$
|
11,527
|
|
|
$
|
1,764
|
|
|
$
|
13,291
|
|
Charges
|
12,930
|
|
|
563
|
|
|
13,493
|
|
|||
Payments
|
(21,343
|
)
|
|
(2,133
|
)
|
|
(23,476
|
)
|
|||
Impact of changes in foreign currency exchange rates
|
(150
|
)
|
|
(85
|
)
|
|
(235
|
)
|
|||
Balance as of December 31, 2009
|
2,964
|
|
|
109
|
|
|
3,073
|
|
|||
Charges
|
565
|
|
|
24
|
|
|
589
|
|
|||
Reversal of charges
|
(1,556
|
)
|
|
(20
|
)
|
|
(1,576
|
)
|
|||
Payments
|
(1,491
|
)
|
|
(58
|
)
|
|
(1,549
|
)
|
|||
Impact of changes in foreign currency exchange rates
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Balance as of December 31, 2010
|
481
|
|
|
54
|
|
|
535
|
|
|||
Charges
|
58
|
|
|
—
|
|
|
58
|
|
|||
Reversal of charges
|
(148
|
)
|
|
(48
|
)
|
|
(196
|
)
|
|||
Payments
|
(387
|
)
|
|
—
|
|
|
(387
|
)
|
|||
Impact of changes in foreign currency exchange rates
|
(4
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|||
Other
|
—
|
|
|
34
|
|
|
34
|
|
|||
Balance as of December 31, 2011
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
35
|
|
|
Sensors
|
|
Controls
|
|
Corporate/Other
|
|
Total
|
||||||||
Balance as of December 31, 2008
|
$
|
969
|
|
|
$
|
2,901
|
|
|
$
|
9,421
|
|
|
$
|
13,291
|
|
Charges
|
11
|
|
|
465
|
|
|
13,017
|
|
|
13,493
|
|
||||
Payments
|
(871
|
)
|
|
(3,048
|
)
|
|
(19,557
|
)
|
|
(23,476
|
)
|
||||
Impact of changes in foreign currency exchange rates
|
22
|
|
|
(203
|
)
|
|
(54
|
)
|
|
(235
|
)
|
||||
Balance as of December 31, 2009
|
131
|
|
|
115
|
|
|
2,827
|
|
|
3,073
|
|
||||
Charges
|
44
|
|
|
122
|
|
|
423
|
|
|
589
|
|
||||
Reversal of Charges
|
(95
|
)
|
|
(133
|
)
|
|
(1,348
|
)
|
|
(1,576
|
)
|
||||
Payments
|
(53
|
)
|
|
(12
|
)
|
|
(1,484
|
)
|
|
(1,549
|
)
|
||||
Impact of changes in foreign currency exchange rates
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
|
(2
|
)
|
||||
Balance as of December 31, 2010
|
26
|
|
|
88
|
|
|
421
|
|
|
535
|
|
||||
Charges
|
—
|
|
|
—
|
|
|
58
|
|
|
58
|
|
||||
Reversal of Charges
|
—
|
|
|
(68
|
)
|
|
(128
|
)
|
|
(196
|
)
|
||||
Payments
|
(3
|
)
|
|
(38
|
)
|
|
(346
|
)
|
|
(387
|
)
|
||||
Impact of changes in foreign currency exchange rates
|
(5
|
)
|
|
1
|
|
|
(5
|
)
|
|
(9
|
)
|
||||
Other
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||
Balance as of December 31, 2011
|
$
|
18
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
2011 Plan
|
|
MSP Plan
|
|
2008 Plan
|
|
Other
|
|
Total
|
||||||||||
For the year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring
|
$
|
11,985
|
|
|
$
|
3,264
|
|
|
$
|
(138
|
)
|
|
$
|
(99
|
)
|
|
$
|
15,012
|
|
Currency translation (loss)/gain and other, net
|
(14
|
)
|
|
(77
|
)
|
|
(9
|
)
|
|
6
|
|
|
(94
|
)
|
|||||
Total
|
$
|
11,971
|
|
|
$
|
3,187
|
|
|
$
|
(147
|
)
|
|
$
|
(93
|
)
|
|
$
|
14,918
|
|
|
|
|
|
|
2008 Plan
|
|
Other
|
|
Total
|
||||||||||
For the year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring
|
|
|
|
|
$
|
(987
|
)
|
|
$
|
849
|
|
|
$
|
(138
|
)
|
||||
Currency translation (loss)/gain and other, net
|
|
|
|
|
(2
|
)
|
|
45
|
|
|
43
|
|
|||||||
Total
|
|
|
|
|
$
|
(989
|
)
|
|
$
|
894
|
|
|
$
|
(95
|
)
|
|
|
|
|
|
2008 Plan
|
|
Other
|
|
Total
|
||||||
For the year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
||||||
Restructuring
|
|
|
|
|
$
|
18,321
|
|
|
$
|
(235
|
)
|
|
$
|
18,086
|
|
Currency translation (loss)/gain and other, net
|
|
|
|
|
(235
|
)
|
|
—
|
|
|
(235
|
)
|
|||
Total
|
|
|
|
|
$
|
18,086
|
|
|
$
|
(235
|
)
|
|
$
|
17,851
|
|
|
December 31,
2011 |
|
December 31, 2010
|
||||
Current liabilities
|
$
|
10,229
|
|
|
$
|
1,267
|
|
Long-term liabilities
|
69
|
|
|
116
|
|
||
|
$
|
10,298
|
|
|
$
|
1,383
|
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
726
|
|
Loss from operations before income tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(395
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Sensors
|
$
|
1,292,817
|
|
|
$
|
969,628
|
|
|
$
|
685,092
|
|
Controls
|
534,128
|
|
|
570,451
|
|
|
449,852
|
|
|||
Total net revenue
|
$
|
1,826,945
|
|
|
$
|
1,540,079
|
|
|
$
|
1,134,944
|
|
Segment operating income (as defined above):
|
|
|
|
|
|
||||||
Sensors
|
$
|
389,926
|
|
|
$
|
327,081
|
|
|
$
|
201,254
|
|
Controls
|
175,771
|
|
|
193,301
|
|
|
133,896
|
|
|||
Total segment operating income
|
565,697
|
|
|
520,382
|
|
|
335,150
|
|
|||
Corporate/other
|
(113,256
|
)
|
|
(147,143
|
)
|
|
(85,627
|
)
|
|||
Amortization of intangible assets and capitalized software
|
(141,575
|
)
|
|
(144,514
|
)
|
|
(153,081
|
)
|
|||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
(19,867
|
)
|
|||
Amortization of inventory step-up to fair value
|
(1,725
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring
|
(15,012
|
)
|
|
138
|
|
|
(18,086
|
)
|
|||
Profit from operations
|
294,129
|
|
|
228,863
|
|
|
58,489
|
|
|||
Interest expense
|
(99,557
|
)
|
|
(105,416
|
)
|
|
(149,766
|
)
|
|||
Interest income
|
813
|
|
|
1,020
|
|
|
573
|
|
|||
Currency translation (loss)/gain and other, net
|
(120,050
|
)
|
|
45,388
|
|
|
107,695
|
|
|||
Income from continuing operations before income taxes
|
$
|
75,335
|
|
|
$
|
169,855
|
|
|
$
|
16,991
|
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Pressure sensors
|
$
|
836,485
|
|
|
$
|
687,047
|
|
|
$
|
456,116
|
|
Pressure switches
|
95,958
|
|
|
98,350
|
|
|
71,946
|
|
|||
Temperature sensors
|
61,316
|
|
|
—
|
|
|
—
|
|
|||
Speed and position sensors
|
161,357
|
|
|
32,954
|
|
|
26,062
|
|
|||
Force sensors
|
69,452
|
|
|
71,977
|
|
|
57,151
|
|
|||
Bimetal electromechanical controls
|
359,291
|
|
|
379,487
|
|
|
298,476
|
|
|||
Thermal and magnetic-hydraulic circuit breakers
|
121,518
|
|
|
131,234
|
|
|
113,855
|
|
|||
Power inverters
|
20,112
|
|
|
19,985
|
|
|
14,341
|
|
|||
Interconnection
|
32,922
|
|
|
39,485
|
|
|
23,180
|
|
|||
Other
|
68,534
|
|
|
79,560
|
|
|
73,817
|
|
|||
|
$
|
1,826,945
|
|
|
$
|
1,540,079
|
|
|
$
|
1,134,944
|
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Total depreciation and amortization
|
|
|
|
|
|
||||||
Sensors
|
$
|
29,540
|
|
|
$
|
18,745
|
|
|
$
|
20,036
|
|
Controls
|
7,410
|
|
|
8,320
|
|
|
9,253
|
|
|||
Corporate/other
(1)
|
148,998
|
|
|
156,077
|
|
|
172,219
|
|
|||
Total
|
$
|
185,948
|
|
|
$
|
183,142
|
|
|
$
|
201,508
|
|
(1)
|
Included within Corporate/other is all of the depreciation and amortization expense associated with the fair value step-up recognized in the 2006 Acquisition, and the acquisitions of First Technology Automotive, Airpax, MSP and HTS. We do not allocate the additional depreciation and amortization expense associated with the step-up in the fair value of the PP&E and intangible assets associated with the acquisitions to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker.
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
Total assets
|
|
|
|
||||
Sensors
|
$
|
623,305
|
|
|
$
|
403,687
|
|
Controls
|
202,146
|
|
|
165,958
|
|
||
Corporate/other
(1)
|
2,631,200
|
|
|
2,818,352
|
|
||
Total
|
$
|
3,456,651
|
|
|
$
|
3,387,997
|
|
(1)
|
Included within Corporate/other as of
December 31, 2011
and
2010
is
$1,746,821
and
$1,528,954
, respectively, of goodwill,
$737,560
and
$723,144
, respectively, of intangible assets,
$13,433
and
$35,198
, respectively, of PP&E and
$708
and
$3,679
, respectively, of assets held for sale. This treatment is consistent with the financial information reviewed by our chief operating decision maker.
|
|
For the year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Total capital expenditures
|
|
|
|
|
|
||||||
Sensors
|
$
|
66,221
|
|
|
$
|
34,989
|
|
|
$
|
6,168
|
|
Controls
|
15,841
|
|
|
10,210
|
|
|
6,995
|
|
|||
Corporate/other
|
7,745
|
|
|
7,713
|
|
|
1,796
|
|
|||
Total
|
$
|
89,807
|
|
|
$
|
52,912
|
|
|
$
|
14,959
|
|
|
For the year ended
|
|||||||
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2009
|
|||
Basic weighted-average ordinary shares outstanding
|
175,306,813
|
|
|
166,277,845
|
|
|
144,056,568
|
|
Dilutive effect of stock options
|
5,662,009
|
|
|
6,384,969
|
|
|
—
|
|
Dilutive effect of unvested restricted stock
|
243,160
|
|
|
283,389
|
|
|
—
|
|
Diluted weighted-average ordinary shares outstanding
|
181,211,982
|
|
|
172,946,203
|
|
|
144,056,568
|
|
|
For the year ended
|
|||||||
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2009
|
|||
Anti-dilutive shares excluded
|
669,450
|
|
|
1,105,697
|
|
|
491,278
|
|
Dilutive impact due to net loss
|
—
|
|
|
—
|
|
|
1,070,585
|
|
Contingently issuable shares excluded
|
214,800
|
|
|
—
|
|
|
7,933,432
|
|
|
|
|
|
|
||||||||
|
December 31,
2011 |
September 30,
2011 |
June 30,
2011 |
March 31,
2011 |
||||||||
For the year ended December 31, 2011
|
|
|
|
|
||||||||
Net revenue
|
$
|
453,365
|
|
$
|
474,313
|
|
$
|
455,038
|
|
$
|
444,229
|
|
Gross profit
|
$
|
154,803
|
|
$
|
168,027
|
|
$
|
170,289
|
|
$
|
166,984
|
|
Net income/(loss)
|
$
|
24,379
|
|
$
|
26,247
|
|
$
|
(34,627
|
)
|
$
|
(9,525
|
)
|
Basic net income/(loss) per share
|
$
|
0.14
|
|
$
|
0.15
|
|
$
|
(0.20
|
)
|
$
|
(0.05
|
)
|
Diluted net income/(loss) per share
|
$
|
0.13
|
|
$
|
0.14
|
|
$
|
(0.20
|
)
|
$
|
(0.05
|
)
|
|
|
|
|
|
||||||||
|
December 31,
2010 |
September 30,
2010 |
June 30,
2010 |
March 31,
2010 |
||||||||
For the year ended December 31, 2010
|
|
|
|
|
||||||||
Net revenue
|
$
|
387,842
|
|
$
|
383,294
|
|
$
|
391,806
|
|
$
|
377,137
|
|
Gross profit
|
$
|
151,791
|
|
$
|
144,648
|
|
$
|
151,216
|
|
$
|
144,354
|
|
Net income/(loss)
|
$
|
68,610
|
|
$
|
(48,389
|
)
|
$
|
82,519
|
|
$
|
27,310
|
|
Basic net income/(loss) per share
|
$
|
0.40
|
|
$
|
(0.28
|
)
|
$
|
0.48
|
|
$
|
0.18
|
|
Diluted net income/(loss) per share
|
$
|
0.38
|
|
$
|
(0.28
|
)
|
$
|
0.46
|
|
$
|
0.17
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
315
|
|
|
$
|
107,441
|
|
Intercompany receivables from subsidiaries
|
17,840
|
|
|
3,136
|
|
||
Prepaid expenses and other current assets
|
731
|
|
|
219
|
|
||
Total current assets
|
18,886
|
|
|
110,796
|
|
||
Investment in subsidiaries
|
1,032,643
|
|
|
900,207
|
|
||
Total assets
|
$
|
1,051,529
|
|
|
$
|
1,011,003
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
337
|
|
|
$
|
844
|
|
Intercompany payables to subsidiaries
|
3,910
|
|
|
464
|
|
||
Accrued expenses and other current liabilities
|
2,053
|
|
|
1,650
|
|
||
Total current liabilities
|
6,300
|
|
|
2,958
|
|
||
Pension obligations
|
278
|
|
|
264
|
|
||
Total liabilities
|
6,578
|
|
|
3,222
|
|
||
Total shareholders’ equity
|
1,044,951
|
|
|
1,007,781
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,051,529
|
|
|
$
|
1,011,003
|
|
|
For the year ended
|
||||||||||
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2009
|
||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
1,451
|
|
|
1,654
|
|
|
656
|
|
|||
Total operating costs and expenses
|
1,451
|
|
|
1,654
|
|
|
656
|
|
|||
Loss from operations
|
(1,451
|
)
|
|
(1,654
|
)
|
|
(656
|
)
|
|||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
127
|
|
|
156
|
|
|
—
|
|
|||
Currency translation (loss)/gain and other, net
|
(50
|
)
|
|
194
|
|
|
(22
|
)
|
|||
Loss before income taxes and equity in net income/(loss) of subsidiaries
|
(1,374
|
)
|
|
(1,304
|
)
|
|
(678
|
)
|
|||
Equity in net income/(loss) of subsidiaries
|
7,848
|
|
|
131,354
|
|
|
(27,003
|
)
|
|||
Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income/(loss)
|
$
|
6,474
|
|
|
$
|
130,050
|
|
|
$
|
(27,681
|
)
|
|
For the year ended
|
||||||||||
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2009
|
||||||
Net cash used in operating activities
|
$
|
(13,217
|
)
|
|
$
|
(1,044
|
)
|
|
$
|
(302
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investment in subsidiaries
|
(114,000
|
)
|
|
(346,850
|
)
|
|
—
|
|
|||
Dividends received from subsidiaries
|
—
|
|
|
—
|
|
|
876
|
|
|||
Net cash (used in)/provided by investing activities
|
(114,000
|
)
|
|
(346,850
|
)
|
|
876
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of ordinary shares
|
176
|
|
|
433,539
|
|
|
—
|
|
|||
Proceeds from stock option exercises and issuance of restricted securities
|
19,915
|
|
|
21,855
|
|
|
6
|
|
|||
Payments on financing obligations
|
—
|
|
|
(373
|
)
|
|
—
|
|
|||
Advance to shareholder
|
—
|
|
|
—
|
|
|
(266
|
)
|
|||
Net cash provided by/(used in) financing activities
|
20,091
|
|
|
455,021
|
|
|
(260
|
)
|
|||
Net change in cash and cash equivalents
|
(107,126
|
)
|
|
107,127
|
|
|
314
|
|
|||
Cash and cash equivalents, beginning of year
|
107,441
|
|
|
314
|
|
|
—
|
|
|||
Cash and cash equivalents, end of year
|
$
|
315
|
|
|
$
|
107,441
|
|
|
$
|
314
|
|
|
Balance at the
beginning of
the period
|
|
Additions
|
|
Deductions
|
|
Balance at the end of
the period
|
||||||||
Charged to
expenses/against revenue
|
|
||||||||||||||
For the year ended December 31, 2011
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and sales allowances
|
$
|
10,665
|
|
|
$
|
16,569
|
|
|
$
|
(15,905
|
)
|
|
$
|
11,329
|
|
For the year ended December 31, 2010
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and sales allowances
|
$
|
12,739
|
|
|
$
|
4,070
|
|
|
$
|
(6,144
|
)
|
|
$
|
10,665
|
|
For the year ended December 31, 2009
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and sales allowances
|
$
|
10,645
|
|
|
$
|
9,933
|
|
|
$
|
(7,839
|
)
|
|
$
|
12,739
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
1.
|
Financial Statements
— See “Financial Statements” under Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
|
2.
|
Financial Statement Schedules —
See “Financial Statement Schedules” under Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
|
3.
|
Exhibits
|
3.1
|
|
Amended Articles of Association of Sensata Technologies Holding N.V. (incorporated by reference to Exhibit 3.2 to Amendment No. 5 to the Registration Statement on Form S-1, filed on March 8, 2010).
|
|
|
|
4.1
|
|
Indenture, dated as of May 12, 2011, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated June 9, 2011, among Sensata Technologies (Korea) Limited, a subsidiary of Sensata Technologies B.V., the existing guarantors and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed on July 22, 2011).
|
|
|
|
4.3
|
|
Form of 6.5% Senior Note due 2019 (included as Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.1
|
|
Asset and Stock Purchase Agreement, dated January 8, 2006, between Texas Instruments Incorporated and S&C Purchase Corp (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 of Sensata Technologies B.V., filed on December 29, 2006).
|
|
|
|
10.2
|
|
Amendment No. 1 to Asset and Stock Purchase Agreement, dated March 30, 2006, between Texas Instruments Incorporated, Potazia Holding B.V. and S&C Purchase Corp (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Registration Statement on Form S-4/A of Sensata Technologies B.V., filed on January 24, 2007).
|
|
|
|
10.3
|
|
Amendment No. 2 to Asset and Stock Purchase Agreement, dated April 27, 2006, between Texas Instruments Incorporated and Sensata Technologies B.V. (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 of Sensata Technologies B.V., filed on December 29, 2006).
|
|
|
|
10.4
|
|
Cross-License Agreement, dated April 27, 2006, among Texas Instruments Incorporated, Sensata Technologies B.V. and Potazia Holding B.V. (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 of Sensata Technologies B.V., filed on December 29, 2006).
|
|
|
|
10.5
|
|
Sensata Investment Company S.C.A. First Amended and Restated 2006 Management Securities Purchase Plan (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4 of Sensata Technologies B.V., filed on December 29, 2006).
|
|
|
|
10.6
|
|
Sensata Technologies Holding B.V. First Amended and Restated 2006 Management Option Plan (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 of Sensata Technologies B.V., filed on December 29, 2006).
|
|
|
|
10.7
|
|
Sensata Technologies Holding B.V. First Amended and Restated 2006 Management Securities Purchase Plan (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 of Sensata Technologies B.V., filed on December 29, 2006).
|
|
|
|
10.8
|
|
First Amendment to the Sensata Technologies Holding B.V. First Amended and Restated 2006 Management Option Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended September 30, 2009 of Sensata Technologies B.V., filed on November 13, 2009).
|
|
|
|
10.9
|
|
First Amended and Restated Management Securityholders Addendum—Dutchco Option Plan, dated as of April 27, 2006 (incorporated by reference to Exhibit 10.47 to the Registration Statement on Form S-1, filed on November 25, 2009).
|
|
|
|
10.10
|
|
First Amended and Restated Management Securityholders Addendum—Dutchco Securities Plan, dated as of April 27, 2006 (incorporated by reference to Exhibit 10.48 to the Registration Statement on Form S-1, filed on November 25, 2009).
|
|
|
|
10.11
|
|
First Amended and Restated Management Securityholders Addendum—Luxco Securities Plan, dated as of April 27, 2006 (incorporated by reference to Exhibit 10.49 to the Registration Statement on Form S-1, filed on November 25, 2009).
|
|
|
|
10.12
|
|
Form of First Amended and Restated Investor Rights Agreement, entered into by and among Sensata Management Company S.A., Sensata Investment Company S.C.A, Sensata Technologies Holding N.V. (formerly known as Sensata Technologies Holding B.V.), funds managed by Bain Capital Partners, LLC or its affiliates, certain other investors that are parties thereto and such other persons, if any, that from time to time become parties thereto (incorporated by reference to Exhibit 10.50 to Amendment No. 4 to the Registration Statement on Form S-1, filed on February 26, 2010).
|
|
|
|
10.13
|
|
Form of Indemnification Agreement, entered among Sensata Technologies Holding N.V. (formerly known as Sensata Technologies Holding B.V.) and certain of its executive officers and directors listed on a schedule attached thereto (incorporated by reference to Exhibit 10.51 to Amendment No. 2 to the Registration Statement on Form S-1, filed on January 22, 2010).
|
|
|
|
10.14
|
|
Administrative Services Agreement, effective as of January 1, 2008, by and between Sensata Investment Company S.C.A. and Sensata Technologies Holding B.V. (incorporated by reference to Exhibit 10.52 to Amendment No. 2 to the Registration Statement on Form S-1, filed on January 22, 2010).
|
|
|
|
10.15
|
|
Joint Development and Exclusive Supply Agreement, dated July 1, 1998, between Texas Instruments Incorporated (as predecessor-in-interest to Sensata Technologies, Inc.) and Measurement Specialties, Inc., as amended (incorporated by reference to Exhibit 10.54 to Amendment No. 4 to the Registration Statement on Form S-1, filed on February 26, 2010).
|
|
|
|
10.16
|
|
Form of First Amended and Restated Securityholders Agreement, to be entered into by and among Sensata Investment Company S.C.A., Sensata Technologies Holding N.V. (formerly known as Sensata Technologies Holding B.V.), Sensata Management Company S.A., funds managed by Bain Capital Partners, LLC or its affiliates, Asia Opportunity Fund II, L.P. and AOF II Employee Co-Invest Fund, L.P. (incorporated by reference to Exhibit 10.55 to Amendment No. 3 to the Registration Statement on Form S-1, filed on February 12, 2010).
|
|
|
|
10.17
|
|
Sensata Technologies Holding N.V. 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed on April 26, 2010).
|
|
|
|
10.18
|
|
Sensata Technologies Holding N.V. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed on April 26, 2010).
|
|
|
|
10.19
|
|
Employment Agreement, dated December 3, 2009, between Sensata Technologies, Inc. and Martin Carter (incorporated by reference to Exhibit 10.59 to Amendment No. 4 to the Registration Statement on Form S-1, filed on February 26, 2010).
|
|
|
|
10.20
|
|
Asset and Stock Purchase Agreement, dated October 28, 2010, by and among Sensata Technologies, Inc., Honeywell International Inc., Honeywell Co. Ltd., Honeywell spol s.r.o., Honeywell Aerospace s.r.o., Honeywell (China) Co. Ltd., Honeywell Automation India Limited, Honeywell Control Systems Limited, Honeywell GmbH and Honeywell Japan Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1, filed on November 3, 2010).
|
|
|
|
10.21
|
|
Amended and Restated Employment Agreement, dated March 22, 2011, between Sensata Technologies, Inc. and Thomas Wroe, Jr. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2011 of Sensata Technologies N.V., filed on April 22, 2011).
|
|
|
|
10.22
|
|
Amended and Restated Employment Agreement, dated March 22, 2011, between Sensata Technologies, Inc. and Jeffrey Cote (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended March 31, 2011 of Sensata Technologies N.V., filed on April 22, 2011).
|
|
|
|
10.23
|
|
Amended and Restated Employment Agreement, dated March 22, 2011, between Sensata Technologies, Inc. and Martha Sullivan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the period ended March 31, 2011 of Sensata Technologies N.V., filed on April 22, 2011).
|
|
|
|
10.24
|
|
Amended and Restated Employment Agreement, dated March 22, 2011, between Sensata Technologies, Inc. and Steven M. Major (incorporated by referent to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the period ended March 31, 2011 of Sensata Technologies N.V., filed on April 22, 2011).
|
|
|
|
10.25
|
|
Amended and Restated Employment Agreement, dated March 22, 2011, between Sensata Technologies, Inc. and Martin Carter (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the period ended March 31, 2011 of Sensata Technologies N.V., filed on April 22, 2011).
|
|
|
|
10.26
|
|
Credit Agreement, dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC, Sensata Technologies Intermediate Holding B.V., Morgan Stanley Senior Funding, Inc., as administrative agent, the initial l/c issuer and initial swing line lender named therein, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.27
|
|
Domestic Guaranty, dated as of May 12, 2011, made by each of Sensata Technologies Finance Company, LLC, Sensata Technologies, Inc., Sensata Technologies Massachusetts, Inc. and each of the Additional Guarantors from time to time made a party thereto in favor of the Secured Parties (as defined therein) (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.28
|
|
Guaranty, dated as of May 12, 2011, made by Sensata Technologies B.V. in favor of the Secured Parties (as defined therein) (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.29
|
|
Foreign Guaranty, dated as of May 12, 2011, made by each of Sensata Technologies Holding Company US B.V., Sensata Technologies Holland, B.V., Sensata Technologies Holding Company Mexico, B.V., Sensata Technologies de México, S. de R.L. de C.V., Sensata Technologies Japan Limited, Sensata Technologies Malaysia Sdn. Bhd. and each of the Additional Guarantors from time to time made a party thereto in favor of the Secured Parties (as defined therein) (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.30
|
|
Patent Security Agreement, dated as of May 12, 2011, made by each of Sensata Technologies Finance Company, LLC, Sensata Technologies, Inc. and Sensata Technologies Massachusetts, Inc. to Morgan Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.31
|
|
Trademark Security Agreement, dated as of May 12, 2011, made by each of Sensata Technologies Finance Company, LLC, Sensata Technologies, Inc. and Sensata Technologies Massachusetts, Inc. to Morgan Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.32
|
|
Domestic Pledge Agreement, dated as of May 12, 2011, made by each of Sensata Technologies B.V. and Sensata Technologies Holding Company US B.V. to Morgan Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.33
|
|
Domestic Security Agreement, dated as of May 12, 2011, made by each of Sensata Technologies Finance Company, LLC, Sensata Technologies, Inc. and Sensata Technologies Massachusetts, Inc. to Morgan Stanley Senior Funding, Inc., as collateral agent (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed on May 17, 2011).
|
|
|
|
10.34
|
|
Share Purchase Agreement, dated June 14, 2011, by and among Sensata Technologies, Inc., Elex N.V. and Epiq N.V. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 16, 2011).
|
|
|
|
10.35
|
|
Employment Agreement dated July 14, 2011, between Sensata Technologies, Inc. and Robert Hureau (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 15, 2011).
|
|
|
|
10.36
|
|
Form of April 1, 2011 Option Agreement to Thomas Wroe, Martha Sullivan and Steven Major .**
|
|
|
|
10.37
|
|
Form of April 1, 2011 Restricted Securities Agreement to Thomas Wroe, Martha Sullivan and Steven Major.**
|
|
|
|
10.38
|
|
Form of Amended Options Agreement.**
|
|
|
|
10.39
|
|
Amendment to Award Agreement between Sensata Technologies Holding N.V. and Jeffrey Cote dated January 23, 2012.**
|
|
|
|
18.1
|
|
Letter regarding change in accounting principle.**
|
|
|
|
21.1
|
|
Subsidiaries of Sensata Technologies Holding N.V.**
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.**
|
|
|
|
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.**
|
|
|
|
31.3
|
|
Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. **
|
|
|
|
101
|
|
The following materials from Sensata's Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009, (ii) Consolidated Balance Sheets at December 31, 2011 and 2010, (iii) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2011, 2010 and 2009, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009, (v) the Notes to Consolidated Financial Statements, (vi) Schedule I — Condensed Financial Information of the Registrant and (vii) — Valuation and Qualifying Accounts.
|
**
|
Filed herewith.
|
|
SENSATA TECHNOLOGIES HOLDING N.V.
|
|
|
|
|
|
|
/s/ T
HOMAS
W
ROE
|
|
By:
|
Thomas Wroe
|
|
Its:
|
Chief Executive Officer
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/
S
/ T
HOMAS
W
ROE
|
|
Principal Executive Officer
|
|
February 9, 2012
|
Thomas Wroe
|
|
|
|
|
|
|
|
|
|
/
S
/ R
OBERT
H
UREAU
|
|
Principal Financial Officer
|
|
February 9, 2012
|
Robert Hureau
|
|
|
|
|
|
|
|
|
|
/
S
/ C
HRISTINE
C
REIGHTON
|
|
Principal Accounting Officer
|
|
February 9, 2012
|
Christine Creighton
|
|
|
|
|
|
|
|
|
|
/
S
/ E
D
C
ONARD
|
|
Director
|
|
February 9, 2012
|
Ed Conard
|
|
|
|
|
|
|
|
|
|
/
S
/ P
AUL
E
DGERLEY
|
|
Director
|
|
February 9, 2012
|
Paul Edgerley
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHAEL
J
ACOBSON
|
|
Director
|
|
February 9, 2012
|
Michael Jacobson
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OHN
L
EWIS
|
|
Director
|
|
February 9, 2012
|
John Lewis
|
|
|
|
|
|
|
|
|
|
/
S
/ S
ETH
M
EISEL
|
|
Director
|
|
February 9, 2012
|
Seth Meisel
|
|
|
|
|
|
|
|
|
|
/
S
/ C
HARLES
P
EFFER
|
|
Director
|
|
February 9, 2012
|
Charles Peffer
|
|
|
|
|
|
|
|
|
|
/
S
/ K
IRK POND
|
|
Director
|
|
February 9, 2012
|
Kirk Pond
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHAEL
W
ARD
|
|
Director
|
|
February 9, 2012
|
Michael Ward
|
|
|
|
|
|
|
|
|
|
/
S
/ S
TEPHEN
Z
IDE
|
|
Director
|
|
February 9, 2012
|
Stephen Zide
|
|
|
|
|
|
|
|
|
|
/
S
/ T
HOMAS
W
ROE
|
|
Authorized Representative in the United States
|
|
February 9, 2012
|
Thomas Wroe
|
|
|
|
|
Date
|
|
Cumulative Percentage
of Options Vested
|
1
st
anniversary of date of grant
|
|
25%
|
2
nd
anniversary of date of grant
|
|
50%
|
3
rd
anniversary of date of grant
|
|
75%
|
4
th
anniversary of date of grant
|
|
100%
|
|
SENSATA TECHNOLOGIES HOLDING N.V.
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
Accepted and Agreed:
|
|
|
|
|
|
Cumulative Percentage of
Restricted Securities Vested
|
|
Percentage of
Target Achieved
|
—%
|
|
Less than 90%
|
50%
|
|
90%
|
75%
|
|
95%
|
100%
|
|
100%
|
125%
|
|
105%
|
150%
|
|
110% or greater
|
|
SENSATA TECHNOLOGIES HOLDING N.V.
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
Accepted and Agreed:
|
|
|
|
|
|
|
SENSATA TECHNOLOGIES HOLDING N.V.
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
Accepted and Agreed:
|
|
|
|
|
|
|
SENSATA TECHNOLOGIES HOLDING N.V.
|
|
|
|
|
|
By:
|
/s/ Donna N. Kimmel
|
|
|
|
|
Name:
|
Donna N. Kimmel
|
|
|
|
|
Title:
|
Senior Vice President Human Resources
|
|
|
|
Accepted and Agreed:
|
|
|
/s/ Jeff Cote
|
|
|
Jeff Cote
|
|
|
Name
|
|
Jurisdiction of Incorporation
|
|
|
|
Sensata Technologies B.V.
|
|
The Netherlands
|
|
|
|
Sensata Technologies Intermediate Holding B.V.
|
|
The Netherlands
|
|
|
|
Sensata Technologies Japan Limited
|
|
Japan
|
|
|
|
Sensata Technologies Malaysia Sdn. Bhd.
|
|
Malaysia
|
|
|
|
Sensata Technologies Korea Limited
|
|
Korea
|
|
|
|
Sensata Technologies Holland B.V.
|
|
The Netherlands
|
|
|
|
Sensata Technologies Holding Company Mexico, B.V.
|
|
The Netherlands
|
|
|
|
Sensata Technologies de México, S. de R.L. de C.V.
|
|
Mexico
|
|
|
|
Sensata Technologies Aguascalientes S. de R.L. de C.V.
|
|
Mexico
|
|
|
|
Sensata Technologies Finance Company LLC
|
|
United States
|
|
|
|
Sensata Technologies Holding Company, U.S., B.V.
|
|
The Netherlands
|
|
|
|
Sensata Technologies, Inc.
|
|
United States
|
|
|
|
Sensata Technologies India Private Limited
|
|
India
|
|
|
|
Sensata Technologies Singapore, Pte. Ltd.
|
|
Singapore
|
|
|
|
Sensata Technologies Taiwan Co., Ltd.
|
|
Taiwan
|
|
|
|
Sensata Technologies Hong Kong Ltd.
|
|
Hong Kong
|
|
|
|
Sensata Technologies Baoying Co., Ltd.
|
|
China
|
|
|
|
Sensata Technologies Spain, S.L.
|
|
Spain
|
|
|
|
Sensata Technologies Germany GmbH
|
|
Germany
|
|
|
|
Sensata Technologies Sensores E Controles do Brasil Itda.
|
|
Brazil
|
|
|
|
Sensata Technologies Changzhou Co., Ltd.
|
|
China
|
|
|
|
Sensata Technologies China Limited
|
|
China
|
|
|
|
Sensata Technologies Italia S.r.L
|
|
Italy
|
|
|
|
Control Devices, Inc.
|
|
United States
|
|
|
|
CDI Netherlands B.V.
|
|
The Netherlands
|
|
|
|
Sensata Technologies France S.A.S.
|
|
France
|
|
|
|
FTCP Holdings Ltd.
|
|
United Kingdom
|
|
|
|
Sensata Technologies Limited
|
|
United Kingdom
|
|
|
|
FTCP Bermuda Ltd.
|
|
Bermuda
|
|
|
|
Sensata Technologies Dominicana, SA
|
|
Dominican Republic
|
|
|
|
Sensata Technologies Dominicana Holdings, SA
|
|
Dominican Republic
|
Name
|
|
Jurisdiction of Incorporation
|
|
|
|
Sensata Technologies (Europe) Limited
|
|
United Kingdom
|
|
|
|
Sensata Technologies Massachusetts, Inc.
|
|
United States
|
|
|
|
Sensata Technologies Mexico Distribution S.A. de C.V.
|
|
Mexico
|
|
|
|
Nihon Airpax Company, Ltd.
|
|
Japan
|
|
|
|
Airpax Electronics (Shanghai) Company, Ltd.
|
|
China
|
|
|
|
Sensata Technologies U.K., Ltd.
|
|
United Kingdom
|
|
|
|
Sensata Technologies Coop. Holding B.V.
|
|
The Netherlands
|
|
|
|
Sensata Technologies Holding Cooperatief U.A.
|
|
The Netherlands
|
|
|
|
Sensata Technologies Brno s.r.o.*
|
|
Czech Republic
|
|
|
|
Sensata Automotive Sensors Shanghai Co., Ltd.*
|
|
China
|
|
|
|
Sensor-Nite NV**
|
|
Belgium
|
|
|
|
Sensor-Nite Industrial OOD**
|
|
Bulgaria
|
|
|
|
Sensor-Nite Chengdu Co. Ltd.**
|
|
China
|
*
|
These subsidiaries were acquired with the MSP business on January 28, 2011.
|
**
|
These subsidiaries were acquired with the HTS business on August 1, 2011.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Sensata Technologies Holding N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers 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 officers 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:
|
February 9, 2012
|
|
|
|
/
S
/ T
HOMAS
W
ROE
|
|
|
Thomas Wroe
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Sensata Technologies Holding N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers 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 officers 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:
|
February 9, 2012
|
|
|
|
/
S
/ R
OBERT
H
UREAU
|
|
|
Robert Hureau
|
|
|
Chief Financial Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Sensata Technologies Holding N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers 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 officers 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:
|
February 9, 2012
|
|
|
|
/
S
/ C
HRISTINE
C
REIGHTON
|
|
|
Christine Creighton
|
|
|
Chief Accounting Officer
|
|
/
S
/ T
HOMAS
W
ROE
|
|
Thomas Wroe
|
|
Chief Executive Officer
|
Date:
|
February 9, 2012
|
|
|
|
/
S
/ R
OBERT
H
UREAU
|
|
Robert Hureau
|
|
Chief Financial Officer
|
Date:
|
February 9, 2012
|
|
|
|
/
S
/ C
HRISTINE
C
REIGHTON
|
|
Christine Creighton
|
|
Chief Accounting Officer
|
Date:
|
February 9, 2012
|