ý
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QUARTERLY 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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|
|
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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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Large accelerated filer
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ý
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Accelerated filer
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¨
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|
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|
|
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART I
|
|
||
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Item 1.
|
|
|
|
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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||
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Item 3.
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||
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Item 4.
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Item 6.
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Item 1.
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Financial statements.
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June 30,
2012 |
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December 31,
2011 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
260,835
|
|
|
$
|
92,127
|
|
Accounts receivable, net of allowances of $11,972 and $11,329 as of June 30, 2012 and December 31, 2011, respectively
|
303,364
|
|
|
261,425
|
|
||
Inventories
|
194,887
|
|
|
197,542
|
|
||
Deferred income tax assets
|
10,020
|
|
|
9,989
|
|
||
Prepaid expenses and other current assets
|
31,768
|
|
|
32,083
|
|
||
Total current assets
|
800,874
|
|
|
593,166
|
|
||
Property, plant and equipment at cost
|
605,994
|
|
|
593,039
|
|
||
Accumulated depreciation
|
(270,852
|
)
|
|
(254,116
|
)
|
||
Property, plant and equipment, net
|
335,142
|
|
|
338,923
|
|
||
Goodwill
|
1,749,398
|
|
|
1,746,821
|
|
||
Other intangible assets, net
|
665,998
|
|
|
737,560
|
|
||
Deferred income tax assets
|
3,997
|
|
|
4,086
|
|
||
Deferred financing costs
|
24,365
|
|
|
26,477
|
|
||
Other assets
|
8,769
|
|
|
9,618
|
|
||
Total assets
|
$
|
3,588,543
|
|
|
$
|
3,456,651
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt, capital lease and other financing obligations
|
$
|
13,710
|
|
|
$
|
13,741
|
|
Accounts payable
|
178,956
|
|
|
155,346
|
|
||
Income taxes payable
|
5,734
|
|
|
6,012
|
|
||
Accrued expenses and other current liabilities
|
103,979
|
|
|
100,674
|
|
||
Deferred income tax liabilities
|
3,177
|
|
|
3,479
|
|
||
Total current liabilities
|
305,556
|
|
|
279,252
|
|
||
Deferred income tax liabilities
|
292,678
|
|
|
262,091
|
|
||
Pension and post-retirement benefit obligations
|
21,876
|
|
|
22,287
|
|
||
Capital lease and other financing obligations, less current portion
|
42,427
|
|
|
43,478
|
|
||
Long-term debt, net of discount, less current portion
|
1,773,384
|
|
|
1,778,491
|
|
||
Other long-term liabilities
|
28,404
|
|
|
26,101
|
|
||
Commitments and contingencies
|
|
|
|
||||
Total liabilities
|
2,464,325
|
|
|
2,411,700
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Ordinary shares, €0.01 nominal value per share, 400,000,000 shares authorized; 177,642,488 and 176,466,849 shares issued as of June 30, 2012 and December 31, 2011, respectively
|
2,280
|
|
|
2,264
|
|
||
Treasury shares, at cost, 11,973 shares as of June 30, 2012 and December 31, 2011
|
(136
|
)
|
|
(136
|
)
|
||
Additional paid-in capital
|
1,570,802
|
|
|
1,557,211
|
|
||
Accumulated deficit
|
(426,130
|
)
|
|
(491,164
|
)
|
||
Accumulated other comprehensive loss
|
(22,598
|
)
|
|
(23,224
|
)
|
||
Total shareholders’ equity
|
1,124,218
|
|
|
1,044,951
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,588,543
|
|
|
$
|
3,456,651
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||||
Net revenue
|
$
|
504,617
|
|
|
$
|
455,038
|
|
|
$
|
996,625
|
|
|
$
|
899,267
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
326,159
|
|
|
284,749
|
|
|
651,407
|
|
|
561,994
|
|
||||
Research and development
|
12,460
|
|
|
12,077
|
|
|
25,754
|
|
|
20,844
|
|
||||
Selling, general and administrative
|
35,530
|
|
|
44,227
|
|
|
74,109
|
|
|
88,671
|
|
||||
Amortization of intangible assets and capitalized software
|
36,199
|
|
|
34,709
|
|
|
72,325
|
|
|
68,961
|
|
||||
Restructuring
|
7,887
|
|
|
1,086
|
|
|
8,450
|
|
|
1,733
|
|
||||
Total operating costs and expenses
|
418,235
|
|
|
376,848
|
|
|
832,045
|
|
|
742,203
|
|
||||
Profit from operations
|
86,382
|
|
|
78,190
|
|
|
164,580
|
|
|
157,064
|
|
||||
Interest expense
|
(24,928
|
)
|
|
(24,370
|
)
|
|
(50,143
|
)
|
|
(47,483
|
)
|
||||
Interest income
|
185
|
|
|
255
|
|
|
426
|
|
|
508
|
|
||||
Currency translation loss and other, net
|
(10,761
|
)
|
|
(74,714
|
)
|
|
(6,588
|
)
|
|
(115,358
|
)
|
||||
Income/(loss) before taxes
|
50,878
|
|
|
(20,639
|
)
|
|
108,275
|
|
|
(5,269
|
)
|
||||
Provision for income taxes
|
24,760
|
|
|
13,988
|
|
|
43,241
|
|
|
38,883
|
|
||||
Net income/(loss)
|
$
|
26,118
|
|
|
$
|
(34,627
|
)
|
|
$
|
65,034
|
|
|
$
|
(44,152
|
)
|
Basic net income/(loss) per share:
|
$
|
0.15
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.25
|
)
|
Diluted net income/(loss) per share:
|
$
|
0.14
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.36
|
|
|
$
|
(0.25
|
)
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||||
Net income/(loss)
|
$
|
26,118
|
|
|
$
|
(34,627
|
)
|
|
$
|
65,034
|
|
|
$
|
(44,152
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
|
536
|
|
|
785
|
|
|
376
|
|
|
2,392
|
|
||||
Defined benefit and retiree healthcare plans
|
125
|
|
|
203
|
|
|
250
|
|
|
404
|
|
||||
Other comprehensive income
|
661
|
|
|
988
|
|
|
626
|
|
|
2,796
|
|
||||
Comprehensive income/(loss)
|
$
|
26,779
|
|
|
$
|
(33,639
|
)
|
|
$
|
65,660
|
|
|
$
|
(41,356
|
)
|
|
For the six months ended
|
||||||
|
June 30,
2012 |
|
June 30,
2011 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income/(loss)
|
$
|
65,034
|
|
|
$
|
(44,152
|
)
|
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
27,712
|
|
|
21,432
|
|
||
Amortization of deferred financing costs and original issue discounts
|
2,608
|
|
|
3,412
|
|
||
Currency translation (gain)/loss on debt
|
(79
|
)
|
|
60,391
|
|
||
Loss on repurchase of debt
|
—
|
|
|
44,014
|
|
||
Share-based compensation
|
4,698
|
|
|
4,653
|
|
||
Amortization of inventory step-up to fair value
|
—
|
|
|
524
|
|
||
Amortization of intangible assets and capitalized software
|
72,325
|
|
|
68,961
|
|
||
Gain on disposition of assets
|
(3,563
|
)
|
|
(77
|
)
|
||
Deferred income taxes
|
30,495
|
|
|
29,183
|
|
||
Other non-cash items
|
2,581
|
|
|
5,011
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
(41,025
|
)
|
|
(40,746
|
)
|
||
Inventories
|
5,357
|
|
|
(23,357
|
)
|
||
Prepaid expenses and other current assets
|
(2,344
|
)
|
|
575
|
|
||
Accounts payable and accrued expenses
|
25,845
|
|
|
10,858
|
|
||
Income taxes payable
|
(278
|
)
|
|
(149
|
)
|
||
Other
|
410
|
|
|
(19,328
|
)
|
||
Net cash provided by operating activities
|
189,776
|
|
|
121,205
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of Magnetic Speed and Position, net of cash received
|
—
|
|
|
(137,264
|
)
|
||
Additions to property, plant and equipment and capitalized software
|
(27,481
|
)
|
|
(40,424
|
)
|
||
Proceeds from sale of assets
|
4,216
|
|
|
600
|
|
||
Net cash used in investing activities
|
(23,265
|
)
|
|
(177,088
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options and issuance of ordinary shares
|
8,909
|
|
|
14,890
|
|
||
Proceeds from issuance of debt
|
—
|
|
|
1,794,500
|
|
||
Payments on debt
|
(6,503
|
)
|
|
(1,926,569
|
)
|
||
Payments of debt issuance costs
|
(209
|
)
|
|
(33,496
|
)
|
||
Net cash provided by/(used in) by financing activities
|
2,197
|
|
|
(150,675
|
)
|
||
Net change in cash and cash equivalents
|
168,708
|
|
|
(206,558
|
)
|
||
Cash and cash equivalents, beginning of period
|
92,127
|
|
|
493,662
|
|
||
Cash and cash equivalents, end of period
|
$
|
260,835
|
|
|
$
|
287,104
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Finished goods
|
$
|
66,003
|
|
|
$
|
68,884
|
|
Work-in-process
|
44,685
|
|
|
45,420
|
|
||
Raw materials
|
84,199
|
|
|
83,238
|
|
||
Total
|
$
|
194,887
|
|
|
$
|
197,542
|
|
Accounts and notes receivable
|
$
|
20,330
|
|
Inventories
|
29,899
|
|
|
Prepaid expenses and other current assets
|
4,947
|
|
|
Property, plant and equipment
|
32,440
|
|
|
Other intangible assets
|
112,275
|
|
|
Goodwill
|
172,495
|
|
|
Other non-current assets
|
48
|
|
|
Accounts payable and accrued expenses
|
(22,251
|
)
|
|
Other long term liabilities
|
(30,263
|
)
|
|
Fair value of net assets acquired, excluding cash and cash equivalents
|
319,920
|
|
|
Cash and cash equivalents
|
4,080
|
|
|
Fair value of net assets acquired
|
$
|
324,000
|
|
|
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
|
|
|
For the six months ended June 30, 2011
|
||
Pro Forma Net Revenue
|
|
$
|
977,576
|
|
Pro Forma Net Loss
|
|
$
|
(28,689
|
)
|
|
|
Severance
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance as of December 31, 2011
|
|
$
|
6,836
|
|
|
$
|
—
|
|
|
$
|
6,836
|
|
Charges
|
|
5,113
|
|
|
2,699
|
|
|
7,812
|
|
|||
Reversal of charges
|
|
(714
|
)
|
|
—
|
|
|
(714
|
)
|
|||
Payments
|
|
(1,891
|
)
|
|
(1,534
|
)
|
|
(3,425
|
)
|
|||
Impact of changes in foreign currency exchange rates
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance as of June 30, 2012
|
|
$
|
9,340
|
|
|
$
|
1,165
|
|
|
$
|
10,505
|
|
|
|
Severance
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance as of December 31, 2011
|
|
$
|
2,809
|
|
|
$
|
—
|
|
|
$
|
2,809
|
|
Charges
|
|
1,064
|
|
|
1,109
|
|
|
2,173
|
|
|||
Reversal of charges
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|||
Payments
|
|
(584
|
)
|
|
(765
|
)
|
|
(1,349
|
)
|
|||
Impact of changes in foreign currency exchange rates
|
|
4
|
|
|
—
|
|
|
4
|
|
|||
Balance as of June 30, 2012
|
|
$
|
3,136
|
|
|
$
|
344
|
|
|
$
|
3,480
|
|
|
|
For the three months ended
June 30, 2012
|
|
For the three months ended
June 30, 2011 |
||||||||||||||||||||||||||||
|
|
2011 Plan
|
|
MSP Plan
|
|
Other
|
|
Total
|
|
2008
Plan
|
|
MSP Plan
|
|
Other
|
|
Total
|
||||||||||||||||
Restructuring
|
|
$
|
6,387
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
7,887
|
|
|
$
|
(59
|
)
|
|
$
|
1,145
|
|
|
$
|
—
|
|
|
$
|
1,086
|
|
Currency translation loss and other, net
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
6
|
|
|
4
|
|
|
—
|
|
|
10
|
|
||||||||
Total
|
|
$
|
6,359
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
7,859
|
|
|
$
|
(53
|
)
|
|
$
|
1,149
|
|
|
$
|
—
|
|
|
$
|
1,096
|
|
|
|
For the six months ended
June 30, 2012
|
|
For the six months ended
June 30, 2011 |
||||||||||||||||||||||||||||
|
|
2011 Plan
|
|
MSP Plan
|
|
Other
|
|
Total
|
|
2008
Plan
|
|
MSP Plan
|
|
Other
|
|
Total
|
||||||||||||||||
Restructuring
|
|
$
|
6,468
|
|
|
$
|
2,016
|
|
|
$
|
(34
|
)
|
|
$
|
8,450
|
|
|
$
|
(9
|
)
|
|
$
|
1,912
|
|
|
$
|
(170
|
)
|
|
$
|
1,733
|
|
Currency translation loss and other, net
|
|
(4
|
)
|
|
4
|
|
|
2
|
|
|
2
|
|
|
8
|
|
|
4
|
|
|
11
|
|
|
23
|
|
||||||||
Total
|
|
$
|
6,464
|
|
|
$
|
2,020
|
|
|
$
|
(32
|
)
|
|
$
|
8,452
|
|
|
$
|
(1
|
)
|
|
$
|
1,916
|
|
|
$
|
(159
|
)
|
|
$
|
1,756
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
Term Loan Facility
|
$
|
1,089,000
|
|
|
$
|
1,094,500
|
|
Senior Notes
|
700,000
|
|
|
700,000
|
|
||
Less: Term Loan Facility discount
|
(4,616
|
)
|
|
(5,009
|
)
|
||
Less: current portion
|
(11,000
|
)
|
|
(11,000
|
)
|
||
Long-term debt, net of discount, less current portion
|
$
|
1,773,384
|
|
|
$
|
1,778,491
|
|
|
|
|
|
||||
Capital lease and other financing obligations
|
$
|
45,137
|
|
|
$
|
46,219
|
|
Less: current portion
|
(2,710
|
)
|
|
(2,741
|
)
|
||
Capital lease and other financing obligations, less current portion
|
$
|
42,427
|
|
|
$
|
43,478
|
|
Beginning May 15
|
Percentage
|
|
2015
|
103.25
|
%
|
2016
|
101.63
|
%
|
2017 and thereafter
|
100.00
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||
|
Defined Benefit
|
|
Retiree Healthcare
|
|
Defined Benefit
|
|
Total
|
||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
Service cost
|
$
|
(7
|
)
|
|
$
|
570
|
|
|
$
|
60
|
|
|
$
|
63
|
|
|
$
|
770
|
|
|
$
|
768
|
|
|
$
|
823
|
|
|
$
|
1,401
|
|
Interest cost
|
468
|
|
|
670
|
|
|
143
|
|
|
149
|
|
|
287
|
|
|
270
|
|
|
898
|
|
|
1,089
|
|
||||||||
Expected return on plan assets
|
(860
|
)
|
|
(677
|
)
|
|
—
|
|
|
—
|
|
|
(249
|
)
|
|
(201
|
)
|
|
(1,109
|
)
|
|
(878
|
)
|
||||||||
Amortization of net loss
|
26
|
|
|
103
|
|
|
27
|
|
|
4
|
|
|
145
|
|
|
92
|
|
|
198
|
|
|
199
|
|
||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||||
Net periodic benefit cost
|
$
|
(373
|
)
|
|
$
|
666
|
|
|
$
|
230
|
|
|
$
|
216
|
|
|
$
|
956
|
|
|
$
|
932
|
|
|
$
|
813
|
|
|
$
|
1,814
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||
|
Defined Benefit
|
|
Retiree Healthcare
|
|
Defined Benefit
|
|
Total
|
||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
Service cost
|
$
|
41
|
|
|
$
|
1,139
|
|
|
$
|
120
|
|
|
$
|
126
|
|
|
$
|
1,494
|
|
|
$
|
1,422
|
|
|
$
|
1,655
|
|
|
$
|
2,687
|
|
Interest cost
|
968
|
|
|
1,341
|
|
|
286
|
|
|
298
|
|
|
579
|
|
|
534
|
|
|
1,833
|
|
|
2,173
|
|
||||||||
Expected return on plan assets
|
(1,828
|
)
|
|
(1,354
|
)
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
(398
|
)
|
|
(2,330
|
)
|
|
(1,752
|
)
|
||||||||
Amortization of net loss
|
26
|
|
|
207
|
|
|
54
|
|
|
8
|
|
|
240
|
|
|
183
|
|
|
320
|
|
|
398
|
|
||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
6
|
|
||||||||
Net periodic benefit cost
|
$
|
(793
|
)
|
|
$
|
1,333
|
|
|
$
|
460
|
|
|
$
|
432
|
|
|
$
|
1,817
|
|
|
$
|
1,747
|
|
|
$
|
1,484
|
|
|
$
|
3,512
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Stock options
|
$
|
2,157
|
|
|
$
|
2,014
|
|
|
$
|
3,928
|
|
|
$
|
3,881
|
|
Restricted securities
|
625
|
|
|
603
|
|
|
770
|
|
|
772
|
|
||||
Total share-based compensation expense
|
$
|
2,782
|
|
|
$
|
2,617
|
|
|
$
|
4,698
|
|
|
$
|
4,653
|
|
Awards Granted to
|
|
Number of Options Granted
|
|
Weighted Average Grant Date Fair Value
|
|
Vesting Period
|
Various executives and employees
|
|
776,800
|
|
$10.76
|
|
25% per year over the next four years
|
Directors
|
|
116,100
|
|
$9.31
|
|
1 year
|
Awards Granted to
|
|
Number of Restricted Securities Granted
|
|
Weighted Average Grant Date Fair Value
|
Various executives and employees
|
|
128,600
|
|
$33.43
|
•
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
|
•
|
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, quoted prices in markets that are not active, and 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.
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205
|
|
|
$
|
—
|
|
Commodity forward contracts
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
||||||
Interest rate caps
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
724
|
|
|
—
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,039
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
462
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
Commodity forward contracts
|
—
|
|
|
8,332
|
|
|
—
|
|
|
—
|
|
|
6,009
|
|
|
—
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
8,794
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,091
|
|
|
$
|
—
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Term Loan Facility
(1)
|
$
|
1,084,384
|
|
|
$
|
—
|
|
|
$
|
1,073,471
|
|
|
$
|
—
|
|
|
$
|
1,089,491
|
|
|
$
|
—
|
|
|
$
|
1,101,243
|
|
|
$
|
—
|
|
Senior Notes
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
729,750
|
|
|
$
|
—
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
697,816
|
|
|
$
|
—
|
|
(1)
|
The carrying value is presented net of discount.
|
Interest Rate Derivatives
|
Notional
(in millions)
|
|
Effective Date
|
|
Amortization
|
|
Maturity Date
|
|
Index
|
|
Strike Rate
|
Interest rate cap
|
$100.0
|
|
March 5, 2009
|
|
Amortizing
|
|
April 29, 2013
|
|
3-month LIBOR
|
|
5.00%
|
Interest rate cap
|
$600.0
|
|
August 12, 2011
|
|
NA
|
|
August 12, 2014
|
|
3-month LIBOR
|
|
2.75%
|
Notional
(in millions)
|
|
Effective Date
|
|
Maturity Date
|
|
Index
|
|
Weighted Average Strike Rate
|
Hedge Designation
|
31.1 EUR
|
|
Various during June 2012
|
|
Various in 2012 and 2013
|
|
Euro to U.S. Dollar Exchange Rate
|
|
1.27 USD
|
Designated
|
180.0 MXN
|
|
June 12, 2012
|
|
Various in 2012
|
|
U.S. Dollar to Mexican Peso Exchange Rate
|
|
14.14 MXN
|
Designated
|
5,250.0 KRW
|
|
June 26, 2012
|
|
September 28, 2012
|
|
U.S. Dollar to South Korean Won Exchange Rate
|
|
1,164.85 KRW
|
Non-designated
|
29.5 MYR
|
|
June 26, 2012
|
|
September 28, 2012
|
|
U.S. Dollar to Malaysian Ringgit Exchange Rate
|
|
3.21 MYR
|
Non-designated
|
48.0 MXN
|
|
June 27, 2012
|
|
September 28, 2012
|
|
U.S. Dollar to Mexican Peso Exchange Rate
|
|
13.74 MXN
|
Non-designated
|
26.5 EUR
|
|
Various during June 2012
|
|
Various in 2012
|
|
Euro to U.S. Dollar Exchange Rate
|
|
1.25 USD
|
Non-designated
|
Commodity
|
|
Notional
|
|
Remaining Contracted Periods
|
|
Weighted-
Average
Strike Price Per Unit
|
Silver
|
|
1,008,719 troy oz.
|
|
July 2012 -December 2013
|
|
$32.58
|
Gold
|
|
10,233 troy oz.
|
|
July 2012 -December 2013
|
|
$1,667.88
|
Nickel
|
|
430,430 pounds
|
|
July 2012 -December 2013
|
|
$8.51
|
Aluminum
|
|
3,589,937 pounds
|
|
July 2012 -December 2013
|
|
$1.01
|
Copper
|
|
3,551,070 pounds
|
|
July 2012 -December 2013
|
|
$3.66
|
Platinum
|
|
8,460 troy oz.
|
|
July 2012 -December 2013
|
|
$1,608.38
|
Palladium
|
|
507 troy oz.
|
|
July 2012 -December 2013
|
|
$643.63
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
June 30, 2012
|
|
December 31, 2011
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||||||
|
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
|
|
$
|
82
|
|
|
Other assets
|
|
$
|
724
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
686
|
|
|
|
|
—
|
|
|
Accrued expenses and other current liabilities
|
|
50
|
|
|
|
|
—
|
|
||||
Total
|
|
|
$
|
768
|
|
|
|
|
$
|
724
|
|
|
|
|
$
|
50
|
|
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity forward contracts
|
Prepaid expenses
and other current
assets
|
|
$
|
107
|
|
|
Prepaid expenses
and other current
assets
|
|
$
|
110
|
|
|
Accrued expenses
and other current
liabilities
|
|
$
|
6,377
|
|
|
Accrued expenses
and other current
liabilities
|
|
$
|
6,009
|
|
Commodity forward contracts
|
Other assets
|
|
1
|
|
|
|
|
—
|
|
|
Other long-term liabilities
|
|
1,955
|
|
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
Prepaid expenses
and other current
assets
|
|
114
|
|
|
Prepaid expenses
and other current
assets
|
|
205
|
|
|
Accrued expenses
and other current
liabilities
|
|
412
|
|
|
Accrued expenses
and other current
liabilities
|
|
82
|
|
||||
Total
|
|
|
$
|
222
|
|
|
|
|
$
|
315
|
|
|
|
|
$
|
8,744
|
|
|
|
|
$
|
6,091
|
|
|
Net unrealized loss on
derivative
instruments
|
||
Balance as of December 31, 2011
|
$
|
(3,127
|
)
|
Amount of net unrealized loss recognized in accumulated other comprehensive loss
|
(6
|
)
|
|
Amount of net unrealized loss reclassified into earnings
|
382
|
|
|
Balance as of June 30, 2012
|
$
|
(2,751
|
)
|
Derivatives designated as
hedging instruments
under ASC 815
|
Amount of Net Gain or (Loss)
Recognized in
Comprehensive
Income/(Loss) on
Derivatives
(Effective
Portion)
|
|
Location of Net Loss
Reclassified from
Accumulated
Other
Comprehensive
Loss into Income
(Effective Portion)
|
|
Amount of Net
Loss
Reclassified from
Accumulated Other
Comprehensive Loss
into Income (Effective
Portion)
|
||||||||||||
|
2012
|
|
2011
|
|
|
|
2012
|
|
2011
|
||||||||
Interest rate products
|
$
|
(240
|
)
|
|
$
|
222
|
|
|
Interest expense
|
|
$
|
(140
|
)
|
|
$
|
(563
|
)
|
Foreign currency forward contracts
|
$
|
636
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as
hedging instruments under ASC 815
|
Amount of
Gain or (Loss)
Recognized in
Income on
Derivatives
|
|
Location of Gain/(Loss)
Recognized in Income on Derivatives
|
||||||
|
2012
|
|
2011
|
|
|
||||
Commodity forward contracts
|
$
|
(8,941
|
)
|
|
$
|
(3,786
|
)
|
|
Currency translation loss and other, net
|
Foreign currency forward contracts
|
$
|
2,163
|
|
|
$
|
—
|
|
|
Currency translation loss and other, net
|
Interest rate products
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
Currency translation loss and other, net
|
Derivatives designated as
hedging instruments
under ASC 815
|
Amount of Net Gain or (Loss)
Recognized in
Comprehensive
Income/(Loss) on
Derivatives
(Effective
Portion)
|
|
Location of Net Loss
Reclassified from
Accumulated
Other
Comprehensive
Loss into Income
(Effective Portion)
|
|
Amount of Net
Loss
Reclassified from
Accumulated Other
Comprehensive Loss
into Income (Effective
Portion)
|
||||||||||||
|
2012
|
|
2011
|
|
|
|
2012
|
|
2011
|
||||||||
Interest rate products
|
$
|
(642
|
)
|
|
$
|
112
|
|
|
Interest expense
|
|
$
|
(382
|
)
|
|
$
|
(2,280
|
)
|
Foreign currency forward contracts
|
$
|
636
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as
hedging instruments under ASC 815
|
Amount of
Gain or (Loss)
Recognized in
Income on
Derivatives
|
|
Location of Gain/(Loss)
Recognized in Income on Derivatives
|
||||||
|
2012
|
|
2011
|
|
|
||||
Commodity forward contracts
|
$
|
(5,188
|
)
|
|
$
|
438
|
|
|
Currency translation loss and other, net
|
Foreign currency forward contracts
|
$
|
1,576
|
|
|
$
|
—
|
|
|
Currency translation loss and other, net
|
Interest rate products
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
Currency translation loss and other, net
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||||
Currency translation (loss)/gain on debt
|
$
|
(277
|
)
|
|
$
|
(13,610
|
)
|
|
$
|
79
|
|
|
$
|
(60,391
|
)
|
Currency translation loss on net monetary assets
|
(3,298
|
)
|
|
(12,997
|
)
|
|
(2,879
|
)
|
|
(11,112
|
)
|
||||
Loss on repurchase of debt
|
—
|
|
|
(44,014
|
)
|
|
—
|
|
|
(44,014
|
)
|
||||
(Loss)/gain on commodity forward contracts
|
(8,941
|
)
|
|
(3,786
|
)
|
|
(5,188
|
)
|
|
438
|
|
||||
Gain on foreign currency forward contracts
|
2,163
|
|
|
—
|
|
|
1,576
|
|
|
—
|
|
||||
Other
|
(408
|
)
|
|
(307
|
)
|
|
(176
|
)
|
|
(279
|
)
|
||||
Total Currency translation loss and other, net
|
$
|
(10,761
|
)
|
|
$
|
(74,714
|
)
|
|
$
|
(6,588
|
)
|
|
$
|
(115,358
|
)
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Sensors
|
$
|
360,094
|
|
|
$
|
307,254
|
|
|
$
|
719,688
|
|
|
$
|
608,632
|
|
Controls
|
144,523
|
|
|
147,784
|
|
|
276,937
|
|
|
290,635
|
|
||||
Total net revenue
|
$
|
504,617
|
|
|
$
|
455,038
|
|
|
$
|
996,625
|
|
|
$
|
899,267
|
|
Segment operating income (as defined above):
|
|
|
|
|
|
|
|
||||||||
Sensors
|
$
|
100,856
|
|
|
$
|
95,437
|
|
|
$
|
198,796
|
|
|
$
|
191,624
|
|
Controls
|
47,626
|
|
|
50,958
|
|
|
89,787
|
|
|
100,315
|
|
||||
Total segment operating income
|
148,482
|
|
|
146,395
|
|
|
288,583
|
|
|
291,939
|
|
||||
Corporate and other
|
(18,014
|
)
|
|
(32,410
|
)
|
|
(43,228
|
)
|
|
(63,657
|
)
|
||||
Amortization of intangible assets and capitalized software
|
(36,199
|
)
|
|
(34,709
|
)
|
|
(72,325
|
)
|
|
(68,961
|
)
|
||||
Restructuring
|
(7,887
|
)
|
|
(1,086
|
)
|
|
(8,450
|
)
|
|
(1,733
|
)
|
||||
Amortization of inventory step-up to fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
(524
|
)
|
||||
Profit from operations
|
86,382
|
|
|
78,190
|
|
|
164,580
|
|
|
157,064
|
|
||||
Interest expense
|
(24,928
|
)
|
|
(24,370
|
)
|
|
(50,143
|
)
|
|
(47,483
|
)
|
||||
Interest income
|
185
|
|
|
255
|
|
|
426
|
|
|
508
|
|
||||
Currency translation loss and other, net
|
(10,761
|
)
|
|
(74,714
|
)
|
|
(6,588
|
)
|
|
(115,358
|
)
|
||||
Income/(loss) before income taxes
|
$
|
50,878
|
|
|
$
|
(20,639
|
)
|
|
$
|
108,275
|
|
|
$
|
(5,269
|
)
|
|
For the three months ended
|
|
For the six months ended
|
||||||||
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||
Basic weighted-average ordinary shares outstanding
|
177,456,509
|
|
|
174,944,203
|
|
|
177,111,166
|
|
|
174,443,642
|
|
Dilutive effect of stock options
|
4,139,783
|
|
|
—
|
|
|
4,343,786
|
|
|
—
|
|
Dilutive effect of unvested restricted stock
|
185,060
|
|
|
—
|
|
|
188,071
|
|
|
—
|
|
Diluted weighted-average ordinary shares outstanding
|
181,781,352
|
|
|
174,944,203
|
|
|
181,643,023
|
|
|
174,443,642
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||
Anti-dilutive shares excluded
|
1,685,323
|
|
|
813,345
|
|
|
1,282,949
|
|
|
473,573
|
|
Contingently issuable shares excluded
|
430,650
|
|
|
—
|
|
|
323,475
|
|
|
—
|
|
Anti-dilutive impact due to net loss
|
—
|
|
|
6,281,668
|
|
|
—
|
|
|
6,573,254
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
For the three months ended
|
||||||||||||
|
June 30, 2012
|
|
June 30, 2011
|
||||||||||
(Dollars in millions)
|
Amount
|
|
Percent of Net
Revenue
|
|
Amount
|
|
Percent of Net
Revenue
|
||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||
Sensors
|
$
|
360.1
|
|
|
71.4
|
%
|
|
$
|
307.3
|
|
|
67.5
|
%
|
Controls
|
144.5
|
|
|
28.6
|
|
|
147.8
|
|
|
32.5
|
|
||
Net revenue
|
504.6
|
|
|
100.0
|
|
|
455.0
|
|
|
100.0
|
|
||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of revenue
|
326.2
|
|
|
64.6
|
|
|
284.7
|
|
|
62.6
|
|
||
Research and development
|
12.5
|
|
|
2.5
|
|
|
12.1
|
|
|
2.7
|
|
||
Selling, general and administrative
|
35.5
|
|
|
7.0
|
|
|
44.2
|
|
|
9.7
|
|
||
Amortization of intangible assets and capitalized software
|
36.2
|
|
|
7.2
|
|
|
34.7
|
|
|
7.6
|
|
||
Restructuring
|
7.9
|
|
|
1.6
|
|
|
1.1
|
|
|
0.2
|
|
||
Total operating costs and expenses
|
418.2
|
|
|
82.9
|
|
|
376.8
|
|
|
82.8
|
|
||
Profit from operations
|
86.4
|
|
|
17.1
|
|
|
78.2
|
|
|
17.2
|
|
||
Interest expense, net
|
(24.7
|
)
|
|
(4.9
|
)
|
|
(24.1
|
)
|
|
(5.3
|
)
|
||
Currency translation loss and other, net
|
(10.8
|
)
|
|
(2.1
|
)
|
|
(74.7
|
)
|
|
(16.4
|
)
|
||
Income/(loss) before taxes
|
50.9
|
|
|
10.1
|
|
|
(20.6
|
)
|
|
(4.5
|
)
|
||
Provision for income taxes
|
24.8
|
|
|
4.9
|
|
|
14.0
|
|
|
3.1
|
|
||
Net income/(loss)
|
$
|
26.1
|
|
|
5.2
|
%
|
|
$
|
(34.6
|
)
|
|
(7.6
|
)%
|
|
For the six months ended
|
||||||||||||
|
June 30, 2012
|
|
June 30, 2011
|
||||||||||
(Dollars in millions)
|
Amount
|
|
Percent of Net
Revenue
|
|
Amount
|
|
Percent of Net
Revenue
|
||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||
Sensors
|
$
|
719.7
|
|
|
72.2
|
%
|
|
$
|
608.6
|
|
|
67.7
|
%
|
Controls
|
276.9
|
|
|
27.8
|
|
|
290.6
|
|
|
32.3
|
|
||
Net revenue
|
996.6
|
|
|
100.0
|
|
|
899.3
|
|
|
100.0
|
|
||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of revenue
|
651.4
|
|
|
65.4
|
|
|
562.0
|
|
|
62.5
|
|
||
Research and development
|
25.8
|
|
|
2.6
|
|
|
20.8
|
|
|
2.3
|
|
||
Selling, general and administrative
|
74.1
|
|
|
7.4
|
|
|
88.7
|
|
|
9.9
|
|
||
Amortization of intangible assets and capitalized software
|
72.3
|
|
|
7.3
|
|
|
69.0
|
|
|
7.7
|
|
||
Restructuring
|
8.5
|
|
|
0.8
|
|
|
1.7
|
|
|
0.2
|
|
||
Total operating costs and expenses
|
832.0
|
|
|
83.5
|
|
|
742.2
|
|
|
82.5
|
|
||
Profit from operations
|
164.6
|
|
|
16.5
|
|
|
157.1
|
|
|
17.5
|
|
||
Interest expense, net
|
(49.7
|
)
|
|
(5.0
|
)
|
|
(47.0
|
)
|
|
(5.2
|
)
|
||
Currency translation loss and other, net
|
(6.6
|
)
|
|
(0.7
|
)
|
|
(115.4
|
)
|
|
(12.8
|
)
|
||
Income/(loss) before taxes
|
108.3
|
|
|
10.9
|
|
|
(5.3
|
)
|
|
(0.6
|
)
|
||
Provision for income taxes
|
43.2
|
|
|
4.3
|
|
|
38.9
|
|
|
4.3
|
|
||
Net income/(loss)
|
$
|
65.0
|
|
|
6.5
|
%
|
|
$
|
(44.2
|
)
|
|
(4.9
|
)%
|
|
For the six months ended
|
||||||
(Dollars in millions)
|
June 30, 2012
|
|
June 30, 2011
|
||||
Net cash provided by/(used in):
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Continuing operations:
|
|
|
|
||||
Net income/(loss) adjusted for non-cash items
|
$
|
201.8
|
|
|
$
|
193.4
|
|
Changes in operating assets and liabilities
|
(12.0
|
)
|
|
(72.1
|
)
|
||
Operating activities
|
189.8
|
|
|
121.2
|
|
||
Investing activities
|
(23.3
|
)
|
|
(177.1
|
)
|
||
Financing activities
|
2.2
|
|
|
(150.7
|
)
|
||
Net change
|
$
|
168.7
|
|
|
$
|
(206.6
|
)
|
|
June 30, 2012
|
||
Term Loan Facility
|
$
|
1,089,000
|
|
Senior Notes
|
700,000
|
|
|
Less: Term Loan Facility discount
|
(4,616
|
)
|
|
Less: current portion
|
(11,000
|
)
|
|
Long-term debt, net of discount, less current portion
|
$
|
1,773,384
|
|
|
|
||
Capital lease and other financing obligations
|
$
|
45,137
|
|
Less: current portion
|
(2,710
|
)
|
|
Capital lease and other financing obligations, less current portion
|
$
|
42,427
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 6.
|
Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Form of Director Options Agreement
|
|
|
|
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 Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income/(Loss), (iv) the Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.
|
/s/ Thomas Wroe
|
(Thomas Wroe)
Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Robert Hureau
|
(Robert Hureau)
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ Christine Creighton
|
(Christine Creighton)
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
Term/Expiration Date:
|
If the Participant ceases to serve on the Company's Board for any reason, then the portion of the Option that has not fully vested as of the Termination Date shall expire at such time. The portion of the Option that is not subject to vesting or that has fully vested as of the Participant's Termination Date shall expire (i) Ten years from the date of grant if the Participant ceases to serve on the Company's Board for any reason other than termination with Cause or due to death or Disability, (ii) on the Termination Date if the Participant's membership on the Board is terminated with Cause, and (iii) in the event the Participant dies or suffers a Disability, on the date that is six months after the date on which the Participant ceases to serve on the Co
|
|
|
|
Vesting Schedule:
|
The Option shall be exercisable only to the extent that it is vested.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-2
|
|
|
A-2
|
|
PARTICIPANT:
|
SENSATA TECHNOLOGIES HOLDING N.V.
|
______________________
|
Kolthofsingel 8
|
______________________
|
Almelo, 7602 EM
|
______________________
|
Netherlands
|
|
[Signature Page to Exercise Notice]
|
|
/s/ Thomas Wroe
|
Thomas Wroe
Chief Executive Officer
|
/s/ Robert Hureau
|
Robert Hureau
Chief Financial Officer
|
/s/ Christine Creighton
|
Christine Creighton
Chief Accounting Officer
|
|
|
/s/ Thomas Wroe
|
|
|
Thomas Wroe
Chief Executive Officer
|
|
Date:
|
July 27, 2012
|
|
|
|
|
|
/s/ Robert Hureau
|
|
|
Robert Hureau
Chief Financial Officer
|
|
Date:
|
July 27, 2012
|
|
|
|
|
|
/s/ Christine Creighton
|
|
|
Christine Creighton
Chief Accounting Officer
|
|
Date:
|
July 27, 2012
|