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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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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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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|
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Item 1.
|
||
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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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Item 6.
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Item 1.
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Financial Statements.
|
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March 31,
2016 |
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December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
347,987
|
|
|
$
|
342,263
|
|
Accounts receivable, net of allowances of $9,332 and $9,535 as of March 31, 2016 and December 31, 2015, respectively
|
525,684
|
|
|
467,567
|
|
||
Inventories
|
344,251
|
|
|
358,701
|
|
||
Prepaid expenses and other current assets
|
113,314
|
|
|
109,392
|
|
||
Total current assets
|
1,331,236
|
|
|
1,277,923
|
|
||
Property, plant and equipment, net
|
699,298
|
|
|
694,155
|
|
||
Goodwill
|
3,014,927
|
|
|
3,019,743
|
|
||
Other intangible assets, net of accumulated amortization of $1,463,378 and $1,412,931 as of March 31, 2016 and December 31, 2015, respectively
|
1,217,720
|
|
|
1,262,572
|
|
||
Deferred income tax assets
|
31,840
|
|
|
26,417
|
|
||
Other assets
|
66,254
|
|
|
18,100
|
|
||
Total assets
|
$
|
6,361,275
|
|
|
$
|
6,298,910
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt, capital lease and other financing obligations
|
$
|
263,898
|
|
|
$
|
300,439
|
|
Accounts payable
|
323,214
|
|
|
290,779
|
|
||
Income taxes payable
|
18,279
|
|
|
21,968
|
|
||
Accrued expenses and other current liabilities
|
271,498
|
|
|
251,989
|
|
||
Total current liabilities
|
876,889
|
|
|
865,175
|
|
||
Deferred income tax liabilities
|
395,935
|
|
|
390,490
|
|
||
Pension and post-retirement benefit obligations
|
35,414
|
|
|
34,314
|
|
||
Capital lease and other financing obligations, less current portion
|
35,282
|
|
|
36,219
|
|
||
Long-term debt, net of discount and deferred financing costs, less current portion
|
3,263,693
|
|
|
3,264,333
|
|
||
Other long-term liabilities
|
37,773
|
|
|
39,803
|
|
||
Total liabilities
|
4,644,986
|
|
|
4,630,334
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Ordinary shares, €0.01 nominal value per share, 400,000 shares authorized; 178,437 shares issued as of March 31, 2016 and December 31, 2015
|
2,289
|
|
|
2,289
|
|
||
Treasury shares, at cost, 8,024 and 8,038 shares as of March 31, 2016 and December 31, 2015, respectively
|
(324,433
|
)
|
|
(324,994
|
)
|
||
Additional paid-in capital
|
1,629,540
|
|
|
1,626,024
|
|
||
Retained earnings
|
451,378
|
|
|
391,247
|
|
||
Accumulated other comprehensive loss
|
(42,485
|
)
|
|
(25,990
|
)
|
||
Total shareholders’ equity
|
1,716,289
|
|
|
1,668,576
|
|
||
Total liabilities and shareholders’ equity
|
$
|
6,361,275
|
|
|
$
|
6,298,910
|
|
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For the three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Net revenue
|
$
|
796,549
|
|
|
$
|
750,685
|
|
Operating costs and expenses:
|
|
|
|
||||
Cost of revenue
|
528,378
|
|
|
506,633
|
|
||
Research and development
|
31,351
|
|
|
30,736
|
|
||
Selling, general and administrative
|
71,931
|
|
|
64,396
|
|
||
Amortization of intangible assets
|
50,447
|
|
|
45,809
|
|
||
Restructuring and special charges
|
855
|
|
|
720
|
|
||
Total operating costs and expenses
|
682,962
|
|
|
648,294
|
|
||
Profit from operations
|
113,587
|
|
|
102,391
|
|
||
Interest expense, net
|
(42,268
|
)
|
|
(34,761
|
)
|
||
Other, net
|
5,488
|
|
|
(21,757
|
)
|
||
Income before taxes
|
76,807
|
|
|
45,873
|
|
||
Provision for income taxes
|
16,195
|
|
|
10,518
|
|
||
Net income
|
$
|
60,612
|
|
|
$
|
35,355
|
|
Basic net income per share:
|
$
|
0.36
|
|
|
$
|
0.21
|
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Diluted net income per share:
|
$
|
0.35
|
|
|
$
|
0.21
|
|
|
|
|
|
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For the three months ended
|
||||||
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March 31,
2016 |
|
March 31,
2015 |
||||
Net income
|
$
|
60,612
|
|
|
$
|
35,355
|
|
Other comprehensive (loss)/income, net of tax:
|
|
|
|
||||
Deferred (loss)/gain on derivative instruments, net of reclassifications
|
(16,703
|
)
|
|
21,504
|
|
||
Defined benefit and retiree healthcare plans
|
208
|
|
|
(389
|
)
|
||
Other comprehensive (loss)/income
|
(16,495
|
)
|
|
21,115
|
|
||
Comprehensive income
|
$
|
44,117
|
|
|
$
|
56,470
|
|
|
For the three months ended
|
||||||
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March 31, 2016
|
|
March 31, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
60,612
|
|
|
$
|
35,355
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
25,999
|
|
|
21,842
|
|
||
Amortization of deferred financing costs and original issue discounts
|
1,844
|
|
|
1,653
|
|
||
Currency remeasurement loss/(gain) on debt
|
128
|
|
|
(570
|
)
|
||
Share-based compensation
|
3,516
|
|
|
3,187
|
|
||
Loss on debt financing
|
—
|
|
|
19,564
|
|
||
Amortization of inventory step-up to fair value
|
2,319
|
|
|
—
|
|
||
Amortization of intangible assets
|
50,447
|
|
|
45,809
|
|
||
Deferred income taxes
|
5,547
|
|
|
1,357
|
|
||
Unrealized (gain)/loss on hedges and other non-cash items
|
(3,974
|
)
|
|
879
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
(58,234
|
)
|
|
(43,430
|
)
|
||
Inventories
|
10,106
|
|
|
9,530
|
|
||
Prepaid expenses and other current assets
|
2,351
|
|
|
4,697
|
|
||
Accounts payable and accrued expenses
|
41,939
|
|
|
18,541
|
|
||
Income taxes payable
|
(3,689
|
)
|
|
(193
|
)
|
||
Other
|
(2,709
|
)
|
|
(15,111
|
)
|
||
Net cash provided by operating activities
|
136,202
|
|
|
103,110
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of CST, net of cash received
|
(3,360
|
)
|
|
—
|
|
||
Acquisition of Schrader, net of cash received
|
—
|
|
|
(958
|
)
|
||
Other acquisitions, net of cash received
|
—
|
|
|
3,881
|
|
||
Additions to property, plant and equipment and capitalized software
|
(34,235
|
)
|
|
(37,878
|
)
|
||
Investment in equity securities
|
(50,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(87,595
|
)
|
|
(34,955
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options and issuance of ordinary shares
|
128
|
|
|
4,902
|
|
||
Proceeds from issuance of debt
|
—
|
|
|
700,000
|
|
||
Payments on debt
|
(40,308
|
)
|
|
(768,568
|
)
|
||
Payments to repurchase ordinary shares
|
(2,494
|
)
|
|
—
|
|
||
Payments of debt issuance costs
|
(209
|
)
|
|
(20,237
|
)
|
||
Net cash used in financing activities
|
(42,883
|
)
|
|
(83,903
|
)
|
||
Net change in cash and cash equivalents
|
5,724
|
|
|
(15,748
|
)
|
||
Cash and cash equivalents, beginning of period
|
342,263
|
|
|
211,329
|
|
||
Cash and cash equivalents, end of period
|
$
|
347,987
|
|
|
$
|
195,581
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Finished goods
|
$
|
136,800
|
|
|
$
|
154,827
|
|
Work-in-process
|
67,564
|
|
|
62,084
|
|
||
Raw materials
|
139,887
|
|
|
141,790
|
|
||
Total
|
$
|
344,251
|
|
|
$
|
358,701
|
|
|
|
Deferred (Loss)/Gain on Derivative Instruments, Net of Reclassifications
|
|
Defined Benefit and Retiree Healthcare Plans
|
|
Accumulated Other Comprehensive Loss
|
||||||
Balance as of December 31, 2015
|
|
$
|
3,852
|
|
|
$
|
(29,842
|
)
|
|
$
|
(25,990
|
)
|
Other comprehensive loss before reclassifications
|
|
(13,828
|
)
|
|
—
|
|
|
(13,828
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
(2,875
|
)
|
|
208
|
|
|
(2,667
|
)
|
|||
Net current period other comprehensive loss
|
|
(16,703
|
)
|
|
208
|
|
|
(16,495
|
)
|
|||
Balance as of March 31, 2016
|
|
$
|
(12,851
|
)
|
|
$
|
(29,634
|
)
|
|
$
|
(42,485
|
)
|
|
|
Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line in Condensed Consolidated Statements of Operations
|
||||||
|
|
For the three months ended
|
|
|||||||
Component
|
|
March 31, 2016
|
|
March 31, 2015
|
|
|||||
Derivative instruments designated and qualifying as cash flow hedges
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
(8,466
|
)
|
|
$
|
(10,801
|
)
|
|
Net revenue
(1)
|
Foreign currency forward contracts
|
|
4,633
|
|
|
1,519
|
|
|
Cost of revenue
(1)
|
||
|
|
(3,833
|
)
|
|
(9,282
|
)
|
|
Income before taxes
|
||
|
|
958
|
|
|
2,320
|
|
|
Provision for income taxes
|
||
|
|
$
|
(2,875
|
)
|
|
$
|
(6,962
|
)
|
|
Net income
|
|
|
|
|
|
|
|
||||
Defined benefit and retiree healthcare plans
|
|
$
|
259
|
|
|
$
|
(367
|
)
|
|
Various
(2)
|
|
|
(51
|
)
|
|
(22
|
)
|
|
Provision for income taxes
|
||
|
|
$
|
208
|
|
|
$
|
(389
|
)
|
|
Net income
|
(1)
|
See Note 12, "Derivative Instruments and Hedging Activities," for additional details on amounts to be reclassified in the future from Accumulated other comprehensive loss.
|
(2)
|
Amounts related to defined benefit and retiree healthcare plans reclassified from Accumulated other comprehensive loss affect the Cost of revenue, Research and development, Selling, general and administrative ("SG&A"), and Restructuring and special charges line items in the condensed consolidated statements of operations. The amounts reclassified are included in the computation of net periodic benefit cost. See Note 8, "Pension and Other Post-Retirement Benefits," for additional details of net periodic benefit cost.
|
|
|
For the three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Restructuring and special charges
|
|
$
|
855
|
|
|
$
|
720
|
|
Other, net
|
|
261
|
|
|
(1,064
|
)
|
||
Total
|
|
$
|
1,116
|
|
|
$
|
(344
|
)
|
|
|
Severance
|
|
||
Balance at December 31, 2015
|
|
$
|
23,986
|
|
|
Charges
|
|
855
|
|
|
|
Payments
|
|
(1,211
|
)
|
|
|
Impact of changes in foreign currency exchange rates
|
|
261
|
|
|
|
Balance at March 31, 2016
|
|
$
|
23,891
|
|
|
|
|
Maturity Date
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Term Loan
|
|
October 14, 2021
|
|
$
|
980,220
|
|
|
$
|
982,695
|
|
4.875% Senior Notes
|
|
October 15, 2023
|
|
500,000
|
|
|
500,000
|
|
||
5.625% Senior Notes
|
|
November 1, 2024
|
|
400,000
|
|
|
400,000
|
|
||
5.0% Senior Notes
|
|
October 1, 2025
|
|
700,000
|
|
|
700,000
|
|
||
6.25% Senior Notes
|
|
February 15, 2026
|
|
750,000
|
|
|
750,000
|
|
||
Revolving Credit Facility
|
|
March 26, 2020
|
|
250,000
|
|
|
280,000
|
|
||
Less: discount
|
|
|
|
(19,500
|
)
|
|
(20,116
|
)
|
||
Less: deferred financing costs
|
|
|
|
(37,126
|
)
|
|
(38,345
|
)
|
||
Less: current portion
|
|
|
|
(259,901
|
)
|
|
(289,901
|
)
|
||
Long-term debt, net of discount and deferred financing costs, less current portion
|
|
|
|
$
|
3,263,693
|
|
|
$
|
3,264,333
|
|
|
|
|
|
|
|
|
||||
Capital lease and other financing obligations
|
|
|
|
$
|
39,279
|
|
|
$
|
46,757
|
|
Less: current portion
|
|
|
|
(3,997
|
)
|
|
(10,538
|
)
|
||
Capital lease and other financing obligations, less current portion
|
|
|
|
$
|
35,282
|
|
|
$
|
36,219
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||
|
Defined Benefit
|
|
Retiree Healthcare
|
|
Defined Benefit
|
|
Total
|
||||||||||||||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
March 31, 2016
|
|
March 31, 2015
|
|
March 31, 2016
|
|
March 31, 2015
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
28
|
|
|
$
|
643
|
|
|
$
|
781
|
|
|
$
|
668
|
|
|
$
|
809
|
|
Interest cost
|
420
|
|
|
387
|
|
|
94
|
|
|
69
|
|
|
291
|
|
|
274
|
|
|
805
|
|
|
730
|
|
||||||||
Expected return on plan assets
|
(680
|
)
|
|
(664
|
)
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
(227
|
)
|
|
(906
|
)
|
|
(891
|
)
|
||||||||
Amortization of net loss
|
118
|
|
|
108
|
|
|
48
|
|
|
96
|
|
|
31
|
|
|
(228
|
)
|
|
197
|
|
|
(24
|
)
|
||||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(333
|
)
|
|
(334
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
(343
|
)
|
|
(343
|
)
|
||||||||
Loss on settlement
|
405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405
|
|
|
—
|
|
||||||||
Net periodic benefit cost
|
$
|
263
|
|
|
$
|
(169
|
)
|
|
$
|
(166
|
)
|
|
$
|
(141
|
)
|
|
$
|
729
|
|
|
$
|
591
|
|
|
$
|
826
|
|
|
$
|
281
|
|
|
For the three months ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Stock options
|
$
|
1,699
|
|
|
$
|
1,674
|
|
Restricted securities
|
1,817
|
|
|
1,513
|
|
||
Total share-based compensation expense
|
$
|
3,516
|
|
|
$
|
3,187
|
|
Awards Granted to
|
|
Number of Options Granted
|
|
Weighted- Average Grant Date Fair Value
|
|
Vesting Period
|
Various executives and employees
|
|
257
|
|
$11.66
|
|
Three-year cliff
(1)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
11,611
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,569
|
|
|
$
|
—
|
|
Commodity forward contracts
|
—
|
|
|
1,340
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
12,951
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,611
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
24,981
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,561
|
|
|
$
|
—
|
|
Commodity forward contracts
|
—
|
|
|
6,416
|
|
|
—
|
|
|
—
|
|
|
13,685
|
|
|
—
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
31,397
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,246
|
|
|
$
|
—
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Carrying
Value
(1)
|
|
Fair Value
|
|
Carrying
Value
(1)
|
|
Fair Value
|
||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Term Loan
|
$
|
980,220
|
|
|
$
|
—
|
|
|
$
|
980,220
|
|
|
$
|
—
|
|
|
$
|
982,695
|
|
|
$
|
—
|
|
|
$
|
963,041
|
|
|
$
|
—
|
|
4.875% Senior Notes
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
503,750
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
484,690
|
|
|
$
|
—
|
|
5.625% Senior Notes
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
418,000
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
409,252
|
|
|
$
|
—
|
|
5.0% Senior Notes
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
707,000
|
|
|
$
|
—
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
675,941
|
|
|
$
|
—
|
|
6.25% Senior Notes
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
805,785
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
781,410
|
|
|
$
|
—
|
|
Revolving Credit Facility
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
244,169
|
|
|
$
|
—
|
|
|
$
|
280,000
|
|
|
$
|
—
|
|
|
$
|
266,877
|
|
|
$
|
—
|
|
(1)
|
The carrying value is presented excluding discount and deferred financing costs.
|
Notional
(in millions)
|
|
Effective Date
|
|
Maturity Date
|
|
Index
|
|
Weighted- Average Strike Rate
|
|
Hedge Designation
|
94.5 EUR
|
|
Various from September 2014 to March 2016
|
|
April 29, 2016
|
|
Euro to U.S. Dollar Exchange Rate
|
|
1.14 USD
|
|
Non-designated
|
496.4 EUR
|
|
Various from September 2014 to March 2016
|
|
Various from May 2016 to February 2018
|
|
Euro to U.S. Dollar Exchange Rate
|
|
1.14 USD
|
|
Designated
|
89.0 CNY
|
|
March 24, 2016
|
|
April 29, 2016
|
|
U.S. Dollar to Chinese Renminbi Exchange Rate
|
|
6.54 CNY
|
|
Non-designated
|
35,800.0 KRW
|
|
Various from September 2014 to March 2016
|
|
April 29, 2016
|
|
U.S. Dollar to Korean Won Exchange Rate
|
|
1,164.42 KRW
|
|
Non-designated
|
46,435.0 KRW
|
|
Various from September 2014 to March 2016
|
|
Various from May 2016 to February 2018
|
|
U.S. Dollar to Korean Won Exchange Rate
|
|
1,151.55 KRW
|
|
Designated
|
32.7 MYR
|
|
Various from September 2014 to March 2016
|
|
April 29, 2016
|
|
U.S. Dollar to Malaysian Ringgit Exchange Rate
|
|
3.96 MYR
|
|
Non-designated
|
97.0 MYR
|
|
Various from September 2014 to March 2016
|
|
Various from May 2016 to February 2018
|
|
U.S. Dollar to Malaysian Ringgit Exchange Rate
|
|
4.01 MYR
|
|
Designated
|
195.3 MXN
|
|
Various from September 2014 to March 2016
|
|
April 29, 2016
|
|
U.S. Dollar to Mexican Peso Exchange Rate
|
|
16.25 MXN
|
|
Non-designated
|
2,158.7 MXN
|
|
Various from September 2014 to March 2016
|
|
Various from May 2016 to February 2018
|
|
U.S. Dollar to Mexican Peso Exchange Rate
|
|
17.13 MXN
|
|
Designated
|
8.2 GBP
|
|
Various from October 2014 to March 2016
|
|
April 29, 2016
|
|
Pound Sterling to U.S. Dollar Exchange Rate
|
|
1.47 USD
|
|
Non-designated
|
58.0 GBP
|
|
Various from October 2014 to March 2016
|
|
Various from May 2016 to February 2018
|
|
Pound Sterling to U.S. Dollar Exchange Rate
|
|
1.51 USD
|
|
Designated
|
Commodity
|
|
Notional
|
|
Remaining Contracted Periods
|
|
Weighted-
Average
Strike Price Per Unit
|
Silver
|
|
1,378,511 troy oz.
|
|
April 2016 - February 2018
|
|
$16.43
|
Gold
|
|
12,707 troy oz.
|
|
April 2016 - February 2018
|
|
$1,174.84
|
Nickel
|
|
418,085 pounds
|
|
April 2016 - February 2018
|
|
$5.79
|
Aluminum
|
|
4,697,434 pounds
|
|
April 2016 - February 2018
|
|
$0.81
|
Copper
|
|
6,328,810 pounds
|
|
April 2016 - February 2018
|
|
$2.61
|
Platinum
|
|
6,850 troy oz.
|
|
April 2016 - February 2018
|
|
$1,084.12
|
Palladium
|
|
1,923 troy oz.
|
|
April 2016 - February 2018
|
|
$631.71
|
Zinc
|
|
315,019 pounds
|
|
April 2016 - October 2016
|
|
$1.04
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
Balance Sheet Location
|
|
March 31, 2016
|
|
December 31, 2015
|
|
Balance Sheet Location
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
Derivatives designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
7,535
|
|
|
$
|
20,057
|
|
|
Accrued expenses and other current liabilities
|
|
$
|
15,300
|
|
|
$
|
13,851
|
|
Foreign currency forward contracts
|
Other assets
|
|
1,959
|
|
|
5,382
|
|
|
Other long-term liabilities
|
|
6,306
|
|
|
3,763
|
|
||||
Total
|
|
|
$
|
9,494
|
|
|
$
|
25,439
|
|
|
|
|
$
|
21,606
|
|
|
$
|
17,614
|
|
Derivatives not designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
587
|
|
|
$
|
—
|
|
|
Accrued expenses and other current liabilities
|
|
$
|
5,394
|
|
|
$
|
10,876
|
|
Commodity forward contracts
|
Other assets
|
|
753
|
|
|
42
|
|
|
Other long-term liabilities
|
|
1,022
|
|
|
2,809
|
|
||||
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
2,117
|
|
|
3,130
|
|
|
Accrued expenses and other current liabilities
|
|
3,375
|
|
|
2,947
|
|
||||
Total
|
|
|
$
|
3,457
|
|
|
$
|
3,172
|
|
|
|
|
$
|
9,791
|
|
|
$
|
16,632
|
|
Derivatives designated as
hedging instruments under ASC 815
|
|
Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive (Loss)/Income
|
|
Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
|
|
Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income
|
||||||||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||
Foreign currency forward contracts
|
|
$
|
(19,317
|
)
|
|
$
|
45,017
|
|
|
Net revenue
|
|
$
|
8,466
|
|
|
$
|
10,801
|
|
Foreign currency forward contracts
|
|
$
|
880
|
|
|
$
|
(7,061
|
)
|
|
Cost of revenue
|
|
$
|
(4,633
|
)
|
|
$
|
(1,519
|
)
|
Derivatives not designated as
hedging instruments under ASC 815
|
|
Amount of Gain/(Loss) on Derivatives Recognized in Net Income
|
|
Location of Gain/(Loss) on Derivatives
Recognized in Net Income
|
||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
|
|
||||
Commodity forward contracts
|
|
$
|
5,308
|
|
|
$
|
(1,406
|
)
|
|
Other, net
|
Foreign currency forward contracts
|
|
$
|
(3,877
|
)
|
|
$
|
4,708
|
|
|
Other, net
|
|
For the three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Currency remeasurement gain/(loss) on net monetary assets
|
$
|
4,303
|
|
|
$
|
(5,668
|
)
|
Gain/(loss) on commodity forward contracts
|
5,308
|
|
|
(1,406
|
)
|
||
(Loss)/gain on foreign currency forward contracts
|
(3,877
|
)
|
|
4,708
|
|
||
Loss on debt financing
|
—
|
|
|
(19,564
|
)
|
||
Other
|
(246
|
)
|
|
173
|
|
||
Total Other, net
|
$
|
5,488
|
|
|
$
|
(21,757
|
)
|
|
For the three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Net revenue:
|
|
|
|
||||
Performance Sensing
|
$
|
597,175
|
|
|
$
|
591,252
|
|
Sensing Solutions
|
199,374
|
|
|
159,433
|
|
||
Total net revenue
|
$
|
796,549
|
|
|
$
|
750,685
|
|
Segment operating income (as defined above):
|
|
|
|
||||
Performance Sensing
|
$
|
145,787
|
|
|
$
|
143,872
|
|
Sensing Solutions
|
63,248
|
|
|
49,218
|
|
||
Total segment operating income
|
209,035
|
|
|
193,090
|
|
||
Corporate and other
|
(44,146
|
)
|
|
(44,170
|
)
|
||
Amortization of intangible assets
|
(50,447
|
)
|
|
(45,809
|
)
|
||
Restructuring and special charges
|
(855
|
)
|
|
(720
|
)
|
||
Profit from operations
|
113,587
|
|
|
102,391
|
|
||
Interest expense, net
|
(42,268
|
)
|
|
(34,761
|
)
|
||
Other, net
|
5,488
|
|
|
(21,757
|
)
|
||
Income before taxes
|
$
|
76,807
|
|
|
$
|
45,873
|
|
|
For the three months ended
|
||||
|
March 31,
2016 |
|
March 31,
2015 |
||
Basic weighted-average ordinary shares outstanding
|
170,404
|
|
|
169,487
|
|
Dilutive effect of stock options
|
590
|
|
|
1,567
|
|
Dilutive effect of unvested restricted securities
|
263
|
|
|
208
|
|
Diluted weighted-average ordinary shares outstanding
|
171,257
|
|
|
171,262
|
|
|
For the three months ended
|
||||
|
March 31,
2016 |
|
March 31,
2015 |
||
Anti-dilutive shares excluded
|
1,276
|
|
|
622
|
|
Contingently issuable shares excluded
|
427
|
|
|
297
|
|
Accounts receivable
|
|
$
|
41,352
|
|
Inventories
|
|
42,692
|
|
|
Prepaid expenses and other current assets
|
|
14,658
|
|
|
Property, plant and equipment
|
|
29,474
|
|
|
Other intangible assets
|
|
535,884
|
|
|
Goodwill
|
|
582,562
|
|
|
Other assets
|
|
39
|
|
|
Accounts payable
|
|
(19,088
|
)
|
|
Accrued expenses and other current liabilities
|
|
(27,016
|
)
|
|
Deferred income tax liabilities
|
|
(203,144
|
)
|
|
Pension and post-retirement benefit obligations
|
|
(3,767
|
)
|
|
Other long term liabilities
|
|
(415
|
)
|
|
Fair value of net assets acquired, excluding cash and cash equivalents
|
|
993,231
|
|
|
Cash and cash equivalents
|
|
8,612
|
|
|
Fair value of net assets acquired
|
|
$
|
1,001,843
|
|
|
Acquisition Date Fair Value
|
|
Weighted- Average Life (years)
|
||
Acquired definite-lived intangible assets:
|
|
|
|
||
Completed technologies
|
$
|
184,890
|
|
|
16
|
Customer relationships
|
308,496
|
|
|
15
|
|
Tradenames
|
41,900
|
|
|
25
|
|
Computer software
|
598
|
|
|
2
|
|
Total
|
$
|
535,884
|
|
|
16
|
|
|
For the three months ended
|
||
|
|
March 31, 2015
|
||
Pro forma net revenue
|
|
$
|
831,139
|
|
Pro forma net income
|
|
$
|
43,074
|
|
•
|
adverse conditions in the automotive industry have had, and may in the future have, adverse effects on our businesses;
|
•
|
competitive pressures could require us to lower our prices or result in reduced demand for our products;
|
•
|
integration of acquired companies, including the acquisitions of August Cayman Company, Inc. ("Schrader") and certain subsidiaries of Custom Sensors & Technologies Ltd. in the U.S., the U.K., and France, as well as certain assets in China (collectively, "CST"), and any future acquisitions and joint ventures or dispositions, may require significant resources and/or result in significant unanticipated losses, costs, or liabilities, and we may not realize all of the anticipated operating synergies and cost savings from acquisitions;
|
•
|
risks associated with our non-U.S. operations, including compliance with export control regulations, foreign currency risks, and the potential for changes in socio-economic conditions and/or monetary and fiscal policies;
|
•
|
we may incur material losses and costs as a result of intellectual property, product liability, warranty, and recall claims that may be brought against us;
|
•
|
taxing authorities could challenge our historical and future tax positions or our allocation of taxable income among our subsidiaries, or tax laws to which we are subject could change in a manner adverse to us;
|
•
|
labor disruptions or increased labor costs could adversely affect our business;
|
•
|
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 or comply with the covenants contained in the credit agreements;
|
•
|
risks associated with security breaches and other disruptions to our information technology infrastructure; and
|
•
|
the other risks set forth in Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for the year ended December 31, 2015.
|
|
For the three months ended
|
||||||||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||
(Dollars in millions)
|
Amount
|
|
Percent of Net
Revenue
|
|
Amount
|
|
Percent of Net
Revenue
|
||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||
Performance Sensing
|
$
|
597.2
|
|
|
75.0
|
%
|
|
$
|
591.3
|
|
|
78.8
|
%
|
Sensing Solutions
|
199.4
|
|
|
25.0
|
|
|
159.4
|
|
|
21.2
|
|
||
Net revenue
|
796.5
|
|
|
100.0
|
|
|
750.7
|
|
|
100.0
|
|
||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of revenue
|
528.4
|
|
|
66.3
|
|
|
506.6
|
|
|
67.5
|
|
||
Research and development
|
31.4
|
|
|
3.9
|
|
|
30.7
|
|
|
4.1
|
|
||
Selling, general and administrative
|
71.9
|
|
|
9.0
|
|
|
64.4
|
|
|
8.6
|
|
||
Amortization of intangible assets
|
50.4
|
|
|
6.3
|
|
|
45.8
|
|
|
6.1
|
|
||
Restructuring and special charges
|
0.9
|
|
|
0.1
|
|
|
0.7
|
|
|
0.1
|
|
||
Total operating costs and expenses
|
683.0
|
|
|
85.7
|
|
|
648.3
|
|
|
86.4
|
|
||
Profit from operations
|
113.6
|
|
|
14.3
|
|
|
102.4
|
|
|
13.6
|
|
||
Interest expense, net
|
(42.3
|
)
|
|
(5.3
|
)
|
|
(34.8
|
)
|
|
(4.6
|
)
|
||
Other, net
|
5.5
|
|
|
0.7
|
|
|
(21.8
|
)
|
|
(2.9
|
)
|
||
Income before taxes
|
76.8
|
|
|
9.6
|
|
|
45.9
|
|
|
6.1
|
|
||
Provision for income taxes
|
16.2
|
|
|
2.0
|
|
|
10.5
|
|
|
1.4
|
|
||
Net income
|
$
|
60.6
|
|
|
7.6
|
%
|
|
$
|
35.4
|
|
|
4.7
|
%
|
|
For the three months ended
|
||||||
(Amount in millions)
|
March 31, 2016
|
|
March 31, 2015
|
||||
Net cash provided by/(used in):
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income adjusted for non-cash items
|
$
|
146.4
|
|
|
$
|
129.1
|
|
Changes in operating assets and liabilities, net of effects of acquisitions
|
(10.2
|
)
|
|
(26.0
|
)
|
||
Operating activities
|
136.2
|
|
|
103.1
|
|
||
Investing activities
|
(87.6
|
)
|
|
(35.0
|
)
|
||
Financing activities
|
(42.9
|
)
|
|
(83.9
|
)
|
||
Net change
|
$
|
5.7
|
|
|
$
|
(15.7
|
)
|
|
Maturity Date
|
|
March 31, 2016
|
||
Term Loan
|
October 14, 2021
|
|
$
|
980,220
|
|
4.875% Senior Notes
|
October 15, 2023
|
|
500,000
|
|
|
5.625% Senior Notes
|
November 1, 2024
|
|
400,000
|
|
|
5.0% Senior Notes
|
October 1, 2025
|
|
700,000
|
|
|
6.25% Senior Notes
|
February 15, 2026
|
|
750,000
|
|
|
Revolving Credit Facility
|
March 26, 2020
|
|
250,000
|
|
|
Less: discount
|
|
|
(19,500
|
)
|
|
Less: deferred financing costs
|
|
|
(37,126
|
)
|
|
Less: current portion
|
|
|
(259,901
|
)
|
|
Long-term debt, net of discount and deferred financing costs, less current portion
|
|
|
$
|
3,263,693
|
|
|
|
|
|
||
Capital lease and other financing obligations
|
|
|
$
|
39,279
|
|
Less: current portion
|
|
|
(3,997
|
)
|
|
Capital lease and other financing obligations, less current portion
|
|
|
$
|
35,282
|
|
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.
|
Period
|
|
Total
Number
of Shares Purchased |
|
Weighted-Average
Price
Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plan or Programs |
|
Approximate Dollar Value of Shares that
May Yet Be
Purchased
Under the Plan or Programs (in millions) |
|
|||||||
January 1 through January 31, 2016
|
|
1,047
|
|
(1)
|
$
|
35.34
|
|
|
—
|
|
|
$
|
74.7
|
|
|
|
February 1 through February 29, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
250.0
|
|
(2
|
)
|
March 1 through March 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
250.0
|
|
|
|
Total
|
|
1,047
|
|
|
$
|
35.34
|
|
|
—
|
|
|
$
|
250.0
|
|
|
(1)
|
Pursuant to the "withhold to cover" method for collecting and paying withholding taxes for our employees upon the vesting of restricted securities, we withheld from certain employees the shares noted in the table above to cover such statutory minimum tax withholdings. These transactions took place outside of a publicly-announced repurchase plan. The weighted-average price per share listed in the above table is the weighted-average of the fair market prices at which we calculated the number of shares withheld to cover tax withholdings for the employees.
|
(2)
|
On February 1, 2016, our Board of Directors amended the terms of our share repurchase program to reset the amount available for repurchase under the program to
$250.0 million
.
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 6.
|
Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Employment Agreement, dated February 26, 2016, between Sensata Technologies, Inc. and Allisha Elliott (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 3, 2016).†
|
|
|
|
10.2
|
|
Form of modified Award Agreement for Performance Restricted Stock Units.*†
|
|
|
|
10.3
|
|
Form of modified Award Agreement for Restricted Stock Units.*†
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
101
|
|
The following materials from the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.
|
|
|
|
/s/ Martha Sullivan
|
(Martha Sullivan)
President and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Paul Vasington
|
(Paul Vasington)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
•
|
Will be accelerated if within the 24 month period following the Change in Control, the recipient is terminated by the Company or the continuing entity without Cause or if the recipient voluntarily terminates employment with Good Reason;
|
•
|
Will be accelerated at the Change in Control if awards are not assumed or replaced by the acquirer/continuing entity or terms deemed by the Compensation Committee to be appropriate; and
|
•
|
Will occur on the third anniversary of the Date of Grant, if vesting has not otherwise been accelerated as provided above
|
|
|
|
Performance
|
Year 1
|
Year 2
|
Year 3
|
|||
% of Target
|
EPS Target
|
EPS Performance Multiplier
|
EPS Target
|
EPS Performance Multiplier
|
EPS Target: $3.51
|
EPS Performance Multiplier
|
<90%
|
|
0%
|
|
0%
|
|
0%
|
90%
|
Threshold
|
50%
|
Threshold
|
50%
|
Threshold
|
50%
|
100%
|
Target
|
100%
|
Target
|
100%
|
Target
|
100%
|
110%
|
Maximum
|
100%
|
Maximum
|
125%
|
Maximum
|
150%
|
|
Year 1
|
Year 2
|
Year 3
|
|||
|
% of ROIC Target
|
ROIC Performance Modifier
|
% of ROIC Target
|
ROIC Performance Modifier
|
% of ROIC Target
|
ROIC Performance Modifier
|
|
< 100%
|
.85
|
< 100%
|
.85
|
< 100%
|
.85
|
|
100% - 150%
|
1.00
|
100% - 150%
|
1.00
|
100% - 150%
|
1.00
|
|
> 150%
|
1.15
|
> 150%
|
1.15
|
> 150%
|
1.15
|
|
2
|
|
(1)
|
The cumulative number of Units banked, or
|
(2)
|
If EPS exceeds the Adjusted EPS Target and ROIC is 100% of target or greater at the end of year 3, the product of the Units, the Year 3 EPS multiplier and the Year 3 ROIC modifier
|
1.
|
Non-Transferability.
Units may not be transferred.
|
2.
|
No Dividends.
Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of Ordinary Shares covered by the Units.
|
3.
|
No Security Holder Rights
. Participant shall have no rights as a security holder with respect to the Units.
|
4.
|
Taxes.
The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such minimum withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related
|
|
3
|
|
5.
|
Withholding.
Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Subsidiaries by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method.
|
6.
|
Data Protection.
Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.
|
7.
|
Language.
Participant acknowledges that the Plan and Award Agreement are provided in English only and waives his/her right to translated Plan documentation.
|
8.
|
Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards
. Participant understands that under the Award Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Award Agreement shall confer on any Participant any right to continue in the employment of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.
|
9.
|
Non-Compete/Non-Solicit
. Notwithstanding the aforementioned, Participant agrees that for a period of twelve (12) months after Termination, Participant will not directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee,
|
|
4
|
|
i.
|
provide services to or be employed by any competing business or develop, design, produce, market, sell or render (or assist any person or entity in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by Company or one of its Subsidiaries while Participant was employed by Company or one of its Subsidiaries;
|
ii.
|
solicit, divert or take away or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts or prospective clients, customers or accounts of Company or one of its Subsidiaries; or
|
iii.
|
recruit, solicit or hire any employee of Company or one of its Subsidiaries or induce or attempt to induce any employee of Company or one of its Subsidiaries to terminate or cease his or her employment with Company or one of its Subsidiaries.
|
|
5
|
|
Date |
|
Cumulative Percentage of
Restricted Stock Units Vested
|
MM/DD/YY
|
|
100%
|
|
|
|
|
|
|
|
1
|
|
1.
|
Non-Transferability.
Units may not be Transferred.
|
2.
|
No Dividends.
Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of Ordinary Shares covered by the Units.
|
3.
|
No Security Holder Rights
. Participant shall have no rights as a security holder with respect to the Ordinary Shares issuable upon vesting thereof until the earlier of the date on which such Ordinary Shares are identified on the share register(s) of the Company and the date on which a certificate is issued to such Participant representing such Ordinary Shares.
|
4.
|
Taxes.
The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such minimum withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.
|
5.
|
Withholding.
Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Subsidiaries by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method.
|
6.
|
Data Protection.
Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.
|
|
2
|
|
7.
|
Language.
Participant acknowledges that the Plan and Award Agreement are provided in English only and waives his/her right to translated Plan documentation.
|
8.
|
Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards
. Participant understands that under the Award Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Award Agreement shall confer on any Participant any right to continue in the employment of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.
|
9.
|
Non-Compete/Non-Solicit
. Notwithstanding the aforementioned, Participant agrees that for a period of twelve (12) months after Termination, Participant will not directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, or in any other capacity whatsoever:
|
i.
|
provide services to or be employed by any competing business or develop, design, produce, market, sell or render (or assist any person or entity in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by Company or one of its Subsidiaries while Participant was employed by Company or one of its Subsidiaries;
|
ii.
|
solicit, divert or take away or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts or prospective clients, customers or accounts of Company or one of its Subsidiaries; or
|
iii.
|
recruit, solicit or hire any employee of Company or one of its Subsidiaries or induce or attempt to induce any employee of Company or one of its Subsidiaries to terminate or cease his or her employment with Company or one of its Subsidiaries.
|
10.
|
This agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same agreement.
|
|
3
|
|
|
4
|
|
/s/ Martha Sullivan
|
Martha Sullivan
President and Chief Executive Officer
|
/s/ Paul Vasington
|
Paul Vasington
Executive Vice President and Chief Financial Officer
|
|
|
/s/ Martha Sullivan
|
|
|
Martha Sullivan
President and Chief Executive Officer
|
|
Date:
|
April 26, 2016
|
|
|
|
|
|
/s/ Paul Vasington
|
|
|
Paul Vasington
Executive Vice President and Chief Financial Officer |
|
Date:
|
April 26, 2016
|