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☒
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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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|
England and Wales
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98-1386780
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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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Title of each class
|
Trading Symbol(s)
|
Name of exchange on which registered
|
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Ordinary Shares - nominal value €0.01 per share
|
ST
|
New York Stock Exchange
|
|
Large accelerated filer
|
☒
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Accelerated filer
|
☐
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Non-accelerated filer
|
☐
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Smaller reporting company
|
☐
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Emerging growth 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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Item 1A.
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Item 2.
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Item 3.
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Item 6.
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Signatures
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Item 1.
|
Financial Statements.
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
721,073
|
|
|
$
|
729,833
|
|
|
Accounts receivable, net of allowances of $17,726 and $13,762 as of June 30, 2019 and December 31, 2018, respectively
|
635,544
|
|
|
581,769
|
|
||
|
Inventories
|
490,123
|
|
|
492,319
|
|
||
|
Prepaid expenses and other current assets
|
122,839
|
|
|
113,234
|
|
||
|
Total current assets
|
1,969,579
|
|
|
1,917,155
|
|
||
|
Property, plant and equipment, net
|
809,092
|
|
|
787,178
|
|
||
|
Goodwill
|
3,080,395
|
|
|
3,081,302
|
|
||
|
Other intangible assets, net of accumulated amortization of $1,968,741 and $1,896,861 as of June 30, 2019 and December 31, 2018, respectively
|
826,144
|
|
|
897,191
|
|
||
|
Deferred income tax assets
|
27,383
|
|
|
27,971
|
|
||
|
Other assets
|
139,524
|
|
|
86,890
|
|
||
|
Total assets
|
$
|
6,852,117
|
|
|
$
|
6,797,687
|
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Current portion of long-term debt, finance lease and other financing obligations
|
$
|
13,582
|
|
|
$
|
14,561
|
|
|
Accounts payable
|
378,504
|
|
|
379,824
|
|
||
|
Income taxes payable
|
25,188
|
|
|
27,429
|
|
||
|
Accrued expenses and other current liabilities
|
211,870
|
|
|
218,130
|
|
||
|
Total current liabilities
|
629,144
|
|
|
639,944
|
|
||
|
Deferred income tax liabilities
|
238,992
|
|
|
225,694
|
|
||
|
Pension and other post-retirement benefit obligations
|
33,652
|
|
|
33,958
|
|
||
|
Finance lease and other financing obligations, less current portion
|
30,141
|
|
|
30,618
|
|
||
|
Long-term debt, net
|
3,216,135
|
|
|
3,219,762
|
|
||
|
Other long-term liabilities
|
86,990
|
|
|
39,277
|
|
||
|
Total liabilities
|
4,235,054
|
|
|
4,189,253
|
|
||
|
Commitments and contingencies (Note 12)
|
|
|
|
||||
|
Shareholders’ equity:
|
|
|
|
||||
|
Ordinary shares, €0.01 nominal value per share, 177,069 shares authorized, and 172,325 and 171,719 shares issued, as of June 30, 2019 and December 31, 2018, respectively
|
2,209
|
|
|
2,203
|
|
||
|
Treasury shares, at cost, 10,986 and 7,571 shares as of June 30, 2019 and December 31, 2018, respectively
|
(567,615
|
)
|
|
(399,417
|
)
|
||
|
Additional paid-in capital
|
1,710,711
|
|
|
1,691,190
|
|
||
|
Retained earnings
|
1,492,356
|
|
|
1,340,636
|
|
||
|
Accumulated other comprehensive loss
|
(20,598
|
)
|
|
(26,178
|
)
|
||
|
Total shareholders’ equity
|
2,617,063
|
|
|
2,608,434
|
|
||
|
Total liabilities and shareholders’ equity
|
$
|
6,852,117
|
|
|
$
|
6,797,687
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Net revenue
|
$
|
883,726
|
|
|
$
|
913,860
|
|
|
$
|
1,754,225
|
|
|
$
|
1,800,153
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
|
Cost of revenue
|
575,235
|
|
|
582,509
|
|
|
1,156,041
|
|
|
1,164,966
|
|
||||
|
Research and development
|
36,685
|
|
|
37,980
|
|
|
71,781
|
|
|
73,981
|
|
||||
|
Selling, general and administrative
|
72,026
|
|
|
80,473
|
|
|
142,575
|
|
|
161,795
|
|
||||
|
Amortization of intangible assets
|
36,031
|
|
|
34,594
|
|
|
72,174
|
|
|
69,663
|
|
||||
|
Restructuring and other charges, net
|
16,310
|
|
|
244
|
|
|
21,619
|
|
|
4,010
|
|
||||
|
Total operating costs and expenses
|
736,287
|
|
|
735,800
|
|
|
1,464,190
|
|
|
1,474,415
|
|
||||
|
Operating income
|
147,439
|
|
|
178,060
|
|
|
290,035
|
|
|
325,738
|
|
||||
|
Interest expense, net
|
(39,608
|
)
|
|
(38,321
|
)
|
|
(78,861
|
)
|
|
(76,750
|
)
|
||||
|
Other, net
|
(3,554
|
)
|
|
(11,053
|
)
|
|
(365
|
)
|
|
(15,686
|
)
|
||||
|
Income before taxes
|
104,277
|
|
|
128,686
|
|
|
210,809
|
|
|
233,302
|
|
||||
|
Provision for income taxes
|
30,841
|
|
|
23,398
|
|
|
52,308
|
|
|
37,524
|
|
||||
|
Net income
|
$
|
73,436
|
|
|
$
|
105,288
|
|
|
$
|
158,501
|
|
|
$
|
195,778
|
|
|
Basic net income per share:
|
$
|
0.45
|
|
|
$
|
0.61
|
|
|
$
|
0.98
|
|
|
$
|
1.14
|
|
|
Diluted net income per share:
|
$
|
0.45
|
|
|
$
|
0.61
|
|
|
$
|
0.97
|
|
|
$
|
1.13
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Net income
|
$
|
73,436
|
|
|
$
|
105,288
|
|
|
$
|
158,501
|
|
|
$
|
195,778
|
|
|
Other comprehensive (loss)/income, net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Cash flow hedges
|
(4,646
|
)
|
|
22,673
|
|
|
5,414
|
|
|
29,212
|
|
||||
|
Defined benefit and retiree healthcare plans
|
83
|
|
|
61
|
|
|
166
|
|
|
1,038
|
|
||||
|
Other comprehensive (loss)/income
|
(4,563
|
)
|
|
22,734
|
|
|
5,580
|
|
|
30,250
|
|
||||
|
Comprehensive income
|
$
|
68,873
|
|
|
$
|
128,022
|
|
|
$
|
164,081
|
|
|
$
|
226,028
|
|
|
|
For the six months ended
|
||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
158,501
|
|
|
$
|
195,778
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation
|
55,182
|
|
|
53,445
|
|
||
|
Amortization of debt issuance costs
|
3,718
|
|
|
3,643
|
|
||
|
Share-based compensation
|
12,425
|
|
|
11,502
|
|
||
|
Loss on debt financing
|
—
|
|
|
2,350
|
|
||
|
Amortization of intangible assets
|
72,174
|
|
|
69,663
|
|
||
|
Deferred income taxes
|
13,213
|
|
|
12,266
|
|
||
|
Unrealized loss on derivative instruments and other
|
16,717
|
|
|
8,432
|
|
||
|
Changes in operating assets and liabilities, net of the effects of acquisitions and divestitures:
|
|
|
|
||||
|
Accounts receivable, net
|
(53,775
|
)
|
|
(70,295
|
)
|
||
|
Inventories
|
2,196
|
|
|
(35,132
|
)
|
||
|
Prepaid expenses and other current assets
|
(1,645
|
)
|
|
(6,045
|
)
|
||
|
Accounts payable and accrued expenses
|
(27,157
|
)
|
|
23,430
|
|
||
|
Income taxes payable
|
(2,241
|
)
|
|
(12,040
|
)
|
||
|
Other
|
2,858
|
|
|
(3,084
|
)
|
||
|
Net cash provided by operating activities
|
252,166
|
|
|
253,913
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisition, net of cash received
|
(1,681
|
)
|
|
—
|
|
||
|
Additions to property, plant and equipment and capitalized software
|
(81,549
|
)
|
|
(66,301
|
)
|
||
|
Other
|
305
|
|
|
5,000
|
|
||
|
Net cash used in investing activities
|
(82,925
|
)
|
|
(61,301
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from exercise of stock options and issuance of ordinary shares
|
7,099
|
|
|
3,397
|
|
||
|
Payment of employee restricted stock tax withholdings
|
(6,778
|
)
|
|
(3,641
|
)
|
||
|
Payments on debt
|
(8,248
|
)
|
|
(12,404
|
)
|
||
|
Payments to repurchase ordinary shares
|
(168,198
|
)
|
|
(60,105
|
)
|
||
|
Payments of debt and equity issuance costs
|
(1,876
|
)
|
|
(9,568
|
)
|
||
|
Net cash used in financing activities
|
(178,001
|
)
|
|
(82,321
|
)
|
||
|
Net change in cash and cash equivalents
|
(8,760
|
)
|
|
110,291
|
|
||
|
Cash and cash equivalents, beginning of period
|
729,833
|
|
|
753,089
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
721,073
|
|
|
$
|
863,380
|
|
|
|
Ordinary Shares
|
|
Treasury Shares
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
|||||||||||||||||||||
|
Balance as of December 31, 2018
|
171,719
|
|
|
$
|
2,203
|
|
|
(7,571
|
)
|
|
$
|
(399,417
|
)
|
|
$
|
1,691,190
|
|
|
$
|
1,340,636
|
|
|
$
|
(26,178
|
)
|
|
$
|
2,608,434
|
|
|
Surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
||||||
|
Stock options exercised
|
248
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5,810
|
|
|
—
|
|
|
—
|
|
|
5,813
|
|
||||||
|
Vesting of restricted securities
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Repurchase of ordinary shares
|
—
|
|
|
—
|
|
|
(3,036
|
)
|
|
(150,749
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,749
|
)
|
||||||
|
Retirement of ordinary shares
|
(6
|
)
|
|
—
|
|
|
6
|
|
|
275
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,940
|
|
|
—
|
|
|
—
|
|
|
5,940
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,065
|
|
|
—
|
|
|
85,065
|
|
||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,143
|
|
|
10,143
|
|
||||||
|
Balance as of March 31, 2019
|
171,987
|
|
|
2,206
|
|
|
(10,607
|
)
|
|
(550,166
|
)
|
|
1,702,940
|
|
|
1,425,426
|
|
|
(16,035
|
)
|
|
2,564,371
|
|
||||||
|
Surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
(6,503
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,503
|
)
|
||||||
|
Stock options exercised
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,286
|
|
|
—
|
|
|
—
|
|
|
1,286
|
|
||||||
|
Vesting of restricted securities
|
412
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Repurchase of ordinary shares
|
—
|
|
|
—
|
|
|
(379
|
)
|
|
(17,449
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,449
|
)
|
||||||
|
Retirement of ordinary shares
|
(138
|
)
|
|
(2
|
)
|
|
138
|
|
|
6,503
|
|
|
—
|
|
|
(6,501
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,485
|
|
|
—
|
|
|
—
|
|
|
6,485
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,436
|
|
|
—
|
|
|
73,436
|
|
||||||
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,563
|
)
|
|
(4,563
|
)
|
||||||
|
Balance as of June 30, 2019
|
172,325
|
|
|
$
|
2,209
|
|
|
(10,986
|
)
|
|
$
|
(567,615
|
)
|
|
$
|
1,710,711
|
|
|
$
|
1,492,356
|
|
|
$
|
(20,598
|
)
|
|
$
|
2,617,063
|
|
|
Balance as of December 31, 2017
|
178,437
|
|
|
$
|
2,289
|
|
|
(7,076
|
)
|
|
$
|
(288,478
|
)
|
|
$
|
1,663,367
|
|
|
$
|
1,031,612
|
|
|
$
|
(63,164
|
)
|
|
$
|
2,345,626
|
|
|
Stock options exercised
|
—
|
|
|
—
|
|
|
58
|
|
|
2,250
|
|
|
126
|
|
|
(157
|
)
|
|
—
|
|
|
2,219
|
|
||||||
|
Retirement of ordinary shares
|
(7,018
|
)
|
|
(90
|
)
|
|
7,018
|
|
|
286,228
|
|
|
—
|
|
|
(286,138
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,090
|
|
|
—
|
|
|
—
|
|
|
5,090
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,490
|
|
|
—
|
|
|
90,490
|
|
||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,516
|
|
|
7,516
|
|
||||||
|
Balance as of March 31, 2018
|
171,419
|
|
|
2,199
|
|
|
—
|
|
|
—
|
|
|
1,668,583
|
|
|
835,807
|
|
|
(55,648
|
)
|
|
2,450,941
|
|
||||||
|
Surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(3,641
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,641
|
)
|
||||||
|
Stock options exercised
|
30
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|
—
|
|
|
1,178
|
|
||||||
|
Vesting of restricted securities
|
255
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Repurchase of ordinary shares
|
—
|
|
|
—
|
|
|
(1,137
|
)
|
|
(60,105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,105
|
)
|
||||||
|
Retirement of ordinary shares
|
(70
|
)
|
|
—
|
|
|
70
|
|
|
3,641
|
|
|
—
|
|
|
(3,641
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,412
|
|
|
—
|
|
|
—
|
|
|
6,412
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,288
|
|
|
—
|
|
|
105,288
|
|
||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,734
|
|
|
22,734
|
|
||||||
|
Balance as of June 30, 2018
|
171,634
|
|
|
$
|
2,202
|
|
|
(1,137
|
)
|
|
$
|
(60,105
|
)
|
|
$
|
1,676,172
|
|
|
$
|
937,452
|
|
|
$
|
(32,914
|
)
|
|
$
|
2,522,807
|
|
|
|
|
For the three months ended June 30, 2019
|
|
For the three months ended June 30, 2018
|
||||||||||||||||||||
|
|
|
Performance Sensing
|
|
Sensing Solutions
|
|
Total
|
|
Performance Sensing
|
|
Sensing Solutions
|
|
Total
|
||||||||||||
|
Automotive
|
|
$
|
498,296
|
|
|
$
|
10,672
|
|
|
$
|
508,968
|
|
|
$
|
532,586
|
|
|
$
|
13,002
|
|
|
$
|
545,588
|
|
|
HVOR (1)
|
|
146,220
|
|
|
—
|
|
|
146,220
|
|
|
143,631
|
|
|
—
|
|
|
143,631
|
|
||||||
|
Appliance and HVAC (2)
|
|
—
|
|
|
55,832
|
|
|
55,832
|
|
|
—
|
|
|
56,610
|
|
|
56,610
|
|
||||||
|
Industrial
|
|
—
|
|
|
95,818
|
|
|
95,818
|
|
|
—
|
|
|
86,847
|
|
|
86,847
|
|
||||||
|
Aerospace
|
|
—
|
|
|
44,902
|
|
|
44,902
|
|
|
—
|
|
|
40,500
|
|
|
40,500
|
|
||||||
|
Other
|
|
—
|
|
|
31,986
|
|
|
31,986
|
|
|
—
|
|
|
40,684
|
|
|
40,684
|
|
||||||
|
Total
|
|
$
|
644,516
|
|
|
$
|
239,210
|
|
|
$
|
883,726
|
|
|
$
|
676,217
|
|
|
$
|
237,643
|
|
|
$
|
913,860
|
|
|
|
|
For the six months ended June 30, 2019
|
|
For the six months ended June 30, 2018
|
||||||||||||||||||||
|
|
|
Performance Sensing
|
|
Sensing Solutions
|
|
Total
|
|
Performance Sensing
|
|
Sensing Solutions
|
|
Total
|
||||||||||||
|
Automotive
|
|
$
|
990,311
|
|
|
$
|
22,100
|
|
|
$
|
1,012,411
|
|
|
$
|
1,062,379
|
|
|
$
|
26,858
|
|
|
$
|
1,089,237
|
|
|
HVOR
|
|
294,233
|
|
|
—
|
|
|
294,233
|
|
|
276,667
|
|
|
—
|
|
|
276,667
|
|
||||||
|
Appliance and HVAC
|
|
—
|
|
|
107,536
|
|
|
107,536
|
|
|
—
|
|
|
110,927
|
|
|
110,927
|
|
||||||
|
Industrial
|
|
—
|
|
|
188,459
|
|
|
188,459
|
|
|
—
|
|
|
169,232
|
|
|
169,232
|
|
||||||
|
Aerospace
|
|
—
|
|
|
87,881
|
|
|
87,881
|
|
|
—
|
|
|
82,206
|
|
|
82,206
|
|
||||||
|
Other
|
|
—
|
|
|
63,705
|
|
|
63,705
|
|
|
—
|
|
|
71,884
|
|
|
71,884
|
|
||||||
|
Total
|
|
$
|
1,284,544
|
|
|
$
|
469,681
|
|
|
$
|
1,754,225
|
|
|
$
|
1,339,046
|
|
|
$
|
461,107
|
|
|
$
|
1,800,153
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Stock options
|
$
|
1,964
|
|
|
$
|
1,789
|
|
|
$
|
3,488
|
|
|
$
|
3,078
|
|
|
Restricted securities
|
4,521
|
|
|
4,623
|
|
|
8,937
|
|
|
8,424
|
|
||||
|
Share-based compensation expense
|
$
|
6,485
|
|
|
$
|
6,412
|
|
|
$
|
12,425
|
|
|
$
|
11,502
|
|
|
Options Granted To:
|
|
Number of Options Granted (in thousands)
|
|
Weighted- Average Grant Date Fair Value
|
|
Vesting Period
|
|||
|
Various executives and employees
|
|
378
|
|
|
$
|
13.91
|
|
|
25% per year over four years
|
|
Awards Granted To:
|
|
Type of Award
|
|
Number of Units Granted (in thousands)
|
|
Percentage of PRSUs Awarded That May Vest
|
|
Weighted- Average Grant Date Fair Value
|
|||
|
Various executives and employees
|
|
RSU (1)
|
|
186
|
|
|
N/A
|
|
$
|
46.76
|
|
|
Directors
|
|
RSU (1)
|
|
28
|
|
|
N/A
|
|
$
|
43.92
|
|
|
Various executives and employees
|
|
PRSU (2)
|
|
137
|
|
|
0.0% - 172.5%
|
|
$
|
46.93
|
|
|
Various executives and employees
|
|
PRSU (2)
|
|
75
|
|
|
0.0% - 150.0%
|
|
$
|
46.93
|
|
|
(1)
|
RSUs granted during the six months ended June 30, 2019 vest on various dates between March 2020 and June 2022.
|
|
(2)
|
PRSUs granted during the six months ended June 30, 2019 vest on April 1, 2022. The number of units that ultimately vest is dependent on the achievement of certain performance criteria.
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Severance costs, net
|
|
$
|
14,631
|
|
|
$
|
(284
|
)
|
|
$
|
17,486
|
|
|
$
|
3,320
|
|
|
Facility and other exit costs
|
|
37
|
|
|
528
|
|
|
37
|
|
|
690
|
|
||||
|
Other
|
|
1,642
|
|
|
—
|
|
|
4,096
|
|
|
—
|
|
||||
|
Restructuring and other charges, net
|
|
$
|
16,310
|
|
|
$
|
244
|
|
|
$
|
21,619
|
|
|
$
|
4,010
|
|
|
|
|
Severance
|
||
|
Balance at December 31, 2018
|
|
$
|
6,591
|
|
|
Charges
|
|
17,486
|
|
|
|
Payments
|
|
(6,004
|
)
|
|
|
Impact of changes in foreign currency exchange rates
|
|
(80
|
)
|
|
|
Balance at June 30, 2019
|
|
$
|
17,993
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Currency remeasurement loss on net monetary assets
|
$
|
(4,326
|
)
|
|
$
|
(15,677
|
)
|
|
$
|
(2,461
|
)
|
|
$
|
(8,929
|
)
|
|
Gain/(loss) on foreign currency forward contracts
|
1,039
|
|
|
5,776
|
|
|
1,517
|
|
|
(550
|
)
|
||||
|
(Loss)/gain on commodity forward contracts
|
(102
|
)
|
|
(1,426
|
)
|
|
1,021
|
|
|
(4,621
|
)
|
||||
|
Loss on debt financing
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,350
|
)
|
||||
|
Net periodic benefit cost, excluding service cost
|
(287
|
)
|
|
(216
|
)
|
|
(574
|
)
|
|
(514
|
)
|
||||
|
Other
|
122
|
|
|
490
|
|
|
132
|
|
|
1,278
|
|
||||
|
Other, net
|
$
|
(3,554
|
)
|
|
$
|
(11,053
|
)
|
|
$
|
(365
|
)
|
|
$
|
(15,686
|
)
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Provision for income taxes
|
$
|
30,841
|
|
|
$
|
23,398
|
|
|
$
|
52,308
|
|
|
$
|
37,524
|
|
|
•
|
current tax expense, which relates primarily to our profitable operations in non-U.S. tax jurisdictions and withholding taxes related to interest, royalties, and the repatriation of foreign earnings; and
|
|
•
|
deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (1) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (2) the utilization of net operating losses, (3) changes in tax rates, and (4) changes in our assessment of the realizability of our deferred tax assets.
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
|
Basic weighted-average ordinary shares outstanding
|
161,618
|
|
|
171,439
|
|
|
162,433
|
|
|
171,422
|
|
|
Dilutive effect of stock options
|
568
|
|
|
883
|
|
|
601
|
|
|
905
|
|
|
Dilutive effect of unvested restricted securities
|
292
|
|
|
371
|
|
|
466
|
|
|
448
|
|
|
Diluted weighted-average ordinary shares outstanding
|
162,478
|
|
|
172,693
|
|
|
163,500
|
|
|
172,775
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
|
Anti-dilutive shares excluded
|
1,358
|
|
|
989
|
|
|
1,185
|
|
|
849
|
|
|
Contingently issuable shares excluded
|
794
|
|
|
808
|
|
|
635
|
|
|
798
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Finished goods
|
$
|
179,254
|
|
|
$
|
187,095
|
|
|
Work-in-process
|
104,793
|
|
|
104,405
|
|
||
|
Raw materials
|
206,076
|
|
|
200,819
|
|
||
|
Inventories
|
$
|
490,123
|
|
|
$
|
492,319
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||
|
|
Defined Benefit
|
|
Retiree Healthcare
|
|
Defined Benefit
|
|
Total
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
19
|
|
|
$
|
632
|
|
|
$
|
804
|
|
|
$
|
634
|
|
|
$
|
823
|
|
|
Interest cost
|
399
|
|
|
364
|
|
|
53
|
|
|
70
|
|
|
338
|
|
|
332
|
|
|
790
|
|
|
766
|
|
||||||||
|
Expected return on plan assets
|
(451
|
)
|
|
(408
|
)
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
(235
|
)
|
|
(627
|
)
|
|
(643
|
)
|
||||||||
|
Amortization of net loss
|
245
|
|
|
300
|
|
|
11
|
|
|
—
|
|
|
192
|
|
|
110
|
|
|
448
|
|
|
410
|
|
||||||||
|
Amortization of prior service (credit)/cost
|
—
|
|
|
—
|
|
|
(327
|
)
|
|
(334
|
)
|
|
3
|
|
|
2
|
|
|
(324
|
)
|
|
(332
|
)
|
||||||||
|
Loss on settlement
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
|
Net periodic benefit cost/(credit)
|
$
|
193
|
|
|
$
|
271
|
|
|
$
|
(261
|
)
|
|
$
|
(245
|
)
|
|
$
|
989
|
|
|
$
|
1,013
|
|
|
$
|
921
|
|
|
$
|
1,039
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||
|
|
Defined Benefit
|
|
Retiree Healthcare
|
|
Defined Benefit
|
|
Total
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
38
|
|
|
$
|
1,363
|
|
|
$
|
1,635
|
|
|
$
|
1,367
|
|
|
$
|
1,673
|
|
|
Interest cost
|
798
|
|
|
691
|
|
|
106
|
|
|
140
|
|
|
676
|
|
|
674
|
|
|
1,580
|
|
|
1,505
|
|
||||||||
|
Expected return on plan assets
|
(902
|
)
|
|
(836
|
)
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
(472
|
)
|
|
(1,253
|
)
|
|
(1,308
|
)
|
||||||||
|
Amortization of net loss
|
490
|
|
|
600
|
|
|
22
|
|
|
—
|
|
|
383
|
|
|
135
|
|
|
895
|
|
|
735
|
|
||||||||
|
Amortization of prior service (credit)/cost
|
—
|
|
|
—
|
|
|
(654
|
)
|
|
(668
|
)
|
|
6
|
|
|
1
|
|
|
(648
|
)
|
|
(667
|
)
|
||||||||
|
Loss on settlement
|
—
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
||||||||
|
Gain on curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(296
|
)
|
|
—
|
|
|
(296
|
)
|
||||||||
|
Net periodic benefit cost/(credit)
|
$
|
386
|
|
|
$
|
1,000
|
|
|
$
|
(522
|
)
|
|
$
|
(490
|
)
|
|
$
|
2,077
|
|
|
$
|
1,677
|
|
|
$
|
1,941
|
|
|
$
|
2,187
|
|
|
|
|
Maturity Date
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Term Loan
|
|
October 14, 2021
|
|
$
|
913,040
|
|
|
$
|
917,794
|
|
|
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
|
|
||
|
Less: discount
|
|
|
|
(13,820
|
)
|
|
(15,169
|
)
|
||
|
Less: deferred financing costs
|
|
|
|
(23,184
|
)
|
|
(23,159
|
)
|
||
|
Less: current portion
|
|
|
|
(9,901
|
)
|
|
(9,704
|
)
|
||
|
Long-term debt, net
|
|
|
|
$
|
3,216,135
|
|
|
$
|
3,219,762
|
|
|
|
|
|
|
|
|
|
||||
|
Finance lease and other financing obligations
|
|
|
|
$
|
33,822
|
|
|
$
|
35,475
|
|
|
Less: current portion
|
|
|
|
(3,681
|
)
|
|
(4,857
|
)
|
||
|
Finance lease and other financing obligations, less current portion
|
|
|
|
$
|
30,141
|
|
|
$
|
30,618
|
|
|
|
|
Cash Flow Hedges
|
|
Defined Benefit and Retiree Healthcare Plans
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
Balance as of December 31, 2018
|
|
$
|
9,184
|
|
|
$
|
(35,362
|
)
|
|
$
|
(26,178
|
)
|
|
Other comprehensive income before reclassifications, net of tax
|
|
13,985
|
|
|
—
|
|
|
13,985
|
|
|||
|
Reclassifications from accumulated other comprehensive loss, net of tax
|
|
(8,571
|
)
|
|
166
|
|
|
(8,405
|
)
|
|||
|
Other comprehensive income
|
|
5,414
|
|
|
166
|
|
|
5,580
|
|
|||
|
Balance as of June 30, 2019
|
|
$
|
14,598
|
|
|
$
|
(35,196
|
)
|
|
$
|
(20,598
|
)
|
|
|
|
(Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line in Condensed Consolidated Statements of Operations
|
||||||||||||||
|
|
|
For the three months ended
|
|
For the six months ended
|
|
|||||||||||||
|
Component
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
|
|||||||||
|
Derivative instruments designated and qualifying as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency forward contracts
|
|
$
|
(6,493
|
)
|
|
$
|
8,064
|
|
|
$
|
(9,712
|
)
|
|
$
|
18,948
|
|
|
Net revenue (1)
|
|
Foreign currency forward contracts
|
|
(941
|
)
|
|
(2,662
|
)
|
|
(1,069
|
)
|
|
(1,836
|
)
|
|
Cost of revenue (1)
|
||||
|
Foreign currency forward contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,376
|
|
|
Other, net (1)
|
||||
|
Total, before taxes
|
|
(7,434
|
)
|
|
5,402
|
|
|
(10,781
|
)
|
|
18,488
|
|
|
Income before taxes
|
||||
|
Income tax effect
|
|
1,524
|
|
|
(1,350
|
)
|
|
2,210
|
|
|
(4,622
|
)
|
|
Provision for income taxes
|
||||
|
Total, net of taxes
|
|
$
|
(5,910
|
)
|
|
$
|
4,052
|
|
|
$
|
(8,571
|
)
|
|
$
|
13,866
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Defined benefit and retiree healthcare plans
|
|
$
|
124
|
|
|
$
|
93
|
|
|
$
|
247
|
|
|
$
|
317
|
|
|
Other, net (2)
|
|
Income tax effect
|
|
(41
|
)
|
|
(32
|
)
|
|
(81
|
)
|
|
143
|
|
|
Provision for income taxes
|
||||
|
Total, net of taxes
|
|
$
|
83
|
|
|
$
|
61
|
|
|
$
|
166
|
|
|
$
|
460
|
|
|
Net income
|
|
(1)
|
Refer to Note 15, "Derivative Instruments and Hedging Activities" for additional details on amounts to be reclassified from accumulated other comprehensive loss in future periods.
|
|
(2)
|
Refer to Note 10, "Pension and Other Post-Retirement Benefits" for additional details of net periodic benefit cost.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Assets
|
|
|
|
||||
|
Foreign currency forward contracts
|
$
|
21,761
|
|
|
$
|
17,871
|
|
|
Commodity forward contracts
|
1,397
|
|
|
831
|
|
||
|
Total
|
$
|
23,158
|
|
|
$
|
18,702
|
|
|
|
|
|
|
||||
|
Liabilities
|
|
|
|
||||
|
Foreign currency forward contracts
|
$
|
3,290
|
|
|
$
|
5,165
|
|
|
Commodity forward contracts
|
1,913
|
|
|
4,137
|
|
||
|
Total
|
$
|
5,203
|
|
|
$
|
9,302
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Value (1)
|
|
Fair Value
|
|
Carrying Value (1)
|
|
Fair Value
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Term Loan
|
$
|
913,040
|
|
|
$
|
915,324
|
|
|
$
|
917,794
|
|
|
$
|
904,027
|
|
|
4.875% Senior Notes
|
$
|
500,000
|
|
|
$
|
522,500
|
|
|
$
|
500,000
|
|
|
$
|
491,875
|
|
|
5.625% Senior Notes
|
$
|
400,000
|
|
|
$
|
433,000
|
|
|
$
|
400,000
|
|
|
$
|
400,500
|
|
|
5.0% Senior Notes
|
$
|
700,000
|
|
|
$
|
731,500
|
|
|
$
|
700,000
|
|
|
$
|
660,625
|
|
|
6.25% Senior Notes
|
$
|
750,000
|
|
|
$
|
798,750
|
|
|
$
|
750,000
|
|
|
$
|
751,875
|
|
|
Notional
(in millions)
|
|
Effective Date(s)
|
|
Maturity Date(s)
|
|
Index (Exchange Rates)
|
|
Weighted- Average Strike Rate
|
|
Hedge
Designation (1)
|
|
16.0 EUR
|
|
June 26, 2019
|
|
July 31, 2019
|
|
Euro ("EUR") to USD
|
|
1.14 USD
|
|
Not designated
|
|
339.7 EUR
|
|
Various from July 2017 to June 2019
|
|
Various from July 2019 to May 2021
|
|
EUR to USD
|
|
1.20 USD
|
|
Cash flow hedge
|
|
330.0 CNY
|
|
June 25, 2019
|
|
July 31, 2019
|
|
USD to Chinese Renminbi ("CNY")
|
|
6.88 CNY
|
|
Not designated
|
|
542.3 CNY
|
|
January 10, 2019
|
|
Various from July to December 2019
|
|
USD to CNY
|
|
6.82 CNY
|
|
Cash flow hedge
|
|
545.0 JPY
|
|
June 26, 2019
|
|
July 31, 2019
|
|
USD to Japanese Yen ("JPY")
|
|
107.35 JPY
|
|
Not designated
|
|
24,313.6 KRW
|
|
Various from August 2017 to June 2019
|
|
Various from July 2019 to May 2021
|
|
USD to Korean Won ("KRW")
|
|
1,100.30 KRW
|
|
Cash flow hedge
|
|
23.0 MYR
|
|
June 25, 2019
|
|
July 31, 2019
|
|
USD to Malaysian Ringgit ("MYR")
|
|
4.12 MYR
|
|
Not designated
|
|
74.0 MXN
|
|
June 26, 2019
|
|
July 31, 2019
|
|
USD to Mexican Peso ("MXN")
|
|
19.29 MXN
|
|
Not designated
|
|
2,654.2 MXN
|
|
Various from August 2017 to June 2019
|
|
Various from July 2019 to May 2021
|
|
USD to MXN
|
|
20.87 MXN
|
|
Cash flow hedge
|
|
43.6 GBP
|
|
Various from August 2017 to June 2019
|
|
Various from July 2019 to May 2021
|
|
British Pound Sterling ("GBP") to USD
|
|
1.33 USD
|
|
Cash flow hedge
|
|
(1)
|
Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes.
|
|
Commodity
|
|
Notional
|
|
Remaining Contracted Periods
|
|
Weighted-Average Strike Price Per Unit
|
|
Silver
|
|
848,995 troy oz.
|
|
July 2019-April 2021
|
|
$15.99
|
|
Gold
|
|
7,614 troy oz.
|
|
July 2019-April 2021
|
|
$1,316.24
|
|
Nickel
|
|
227,693 pounds
|
|
July 2019-April 2021
|
|
$5.83
|
|
Aluminum
|
|
3,926,212 pounds
|
|
July 2019-April 2021
|
|
$0.92
|
|
Copper
|
|
2,271,886 pounds
|
|
July 2019-April 2021
|
|
$3.04
|
|
Platinum
|
|
6,709 troy oz.
|
|
July 2019-April 2021
|
|
$883.35
|
|
Palladium
|
|
643 troy oz.
|
|
July 2019-April 2021
|
|
$1,108.43
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
Balance Sheet Location
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Balance Sheet Location
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
19,684
|
|
|
$
|
14,608
|
|
|
Accrued expenses and other current liabilities
|
|
$
|
2,228
|
|
|
$
|
3,615
|
|
|
Foreign currency forward contracts
|
Other assets
|
|
2,072
|
|
|
3,168
|
|
|
Other long-term liabilities
|
|
933
|
|
|
1,134
|
|
||||
|
Total
|
|
|
$
|
21,756
|
|
|
$
|
17,776
|
|
|
|
|
$
|
3,161
|
|
|
$
|
4,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Commodity forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
1,084
|
|
|
$
|
524
|
|
|
Accrued expenses and other current liabilities
|
|
$
|
1,743
|
|
|
$
|
3,679
|
|
|
Commodity forward contracts
|
Other assets
|
|
313
|
|
|
307
|
|
|
Other long-term liabilities
|
|
170
|
|
|
458
|
|
||||
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
5
|
|
|
95
|
|
|
Accrued expenses and other current liabilities
|
|
129
|
|
|
416
|
|
||||
|
Total
|
|
|
$
|
1,402
|
|
|
$
|
926
|
|
|
|
|
$
|
2,042
|
|
|
$
|
4,553
|
|
|
Derivatives designated as
hedging instruments
|
|
Amount of Deferred Gain/(Loss) 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
|
||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
||||||||||
|
Foreign currency forward contracts
|
|
$
|
1,209
|
|
|
$
|
33,641
|
|
|
Net revenue
|
|
$
|
6,493
|
|
|
$
|
(8,064
|
)
|
|
Foreign currency forward contracts
|
|
$
|
382
|
|
|
$
|
(8,813
|
)
|
|
Cost of revenue
|
|
$
|
941
|
|
|
$
|
2,662
|
|
|
Derivatives not designated as
hedging instruments
|
|
Amount of (Loss)/Gain Recognized in Net Income
|
|
Location of (Loss)/Gain Recognized in Net Income
|
||||||
|
|
2019
|
|
2018
|
|
||||||
|
Commodity forward contracts
|
|
$
|
(102
|
)
|
|
$
|
(1,426
|
)
|
|
Other, net
|
|
Foreign currency forward contracts
|
|
$
|
1,039
|
|
|
$
|
5,776
|
|
|
Other, net
|
|
Derivatives designated as
hedging instruments |
|
Amount of Deferred Gain Recognized in Other Comprehensive 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
|
||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
||||||||||
|
Foreign currency forward contracts
|
|
$
|
10,327
|
|
|
$
|
15,803
|
|
|
Net revenue
|
|
$
|
9,712
|
|
|
$
|
(18,948
|
)
|
|
Foreign currency forward contracts
|
|
$
|
6,460
|
|
|
$
|
4,658
|
|
|
Cost of revenue
|
|
$
|
1,069
|
|
|
$
|
1,836
|
|
|
Foreign currency forward contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other, net
|
|
$
|
—
|
|
|
$
|
(1,376
|
)
|
|
Derivatives not designated as
hedging instruments |
|
Amount of Gain/(Loss) Recognized in Net Income
|
|
Location of Gain/(Loss) Recognized in Net Income
|
||||||
|
|
2019
|
|
2018
|
|
||||||
|
Commodity forward contracts
|
|
$
|
1,021
|
|
|
$
|
(4,621
|
)
|
|
Other, net
|
|
Foreign currency forward contracts
|
|
$
|
1,517
|
|
|
$
|
826
|
|
|
Other, net
|
|
Net working capital, excluding cash
|
|
$
|
16,980
|
|
|
Property, plant and equipment
|
|
4,384
|
|
|
|
Goodwill
|
|
113,731
|
|
|
|
Other intangible assets
|
|
122,742
|
|
|
|
Other assets
|
|
63
|
|
|
|
Deferred income tax liabilities
|
|
(27,000
|
)
|
|
|
Other long-term liabilities
|
|
(1,000
|
)
|
|
|
Fair value of net assets acquired, excluding cash and cash equivalents
|
|
229,900
|
|
|
|
Cash and cash equivalents
|
|
359
|
|
|
|
Fair value of net assets acquired
|
|
$
|
230,259
|
|
|
|
Acquisition Date Fair Value
|
|
Weighted-Average Lives (years)
|
||
|
Acquired definite-lived intangible assets:
|
|
|
|
||
|
Customer relationships
|
$
|
74,500
|
|
|
10
|
|
Completed technologies
|
31,040
|
|
|
13
|
|
|
Tradenames
|
15,400
|
|
|
15
|
|
|
Other
|
1,802
|
|
|
6
|
|
|
Total definite-lived intangible assets acquired
|
$
|
122,742
|
|
|
12
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Net revenue:
|
|
|
|
|
|
|
|
||||||||
|
Performance Sensing
|
$
|
644,516
|
|
|
$
|
676,217
|
|
|
$
|
1,284,544
|
|
|
$
|
1,339,046
|
|
|
Sensing Solutions
|
239,210
|
|
|
237,643
|
|
|
469,681
|
|
|
461,107
|
|
||||
|
Total net revenue
|
$
|
883,726
|
|
|
$
|
913,860
|
|
|
$
|
1,754,225
|
|
|
$
|
1,800,153
|
|
|
Segment operating income (as defined above):
|
|
|
|
|
|
|
|
||||||||
|
Performance Sensing
|
$
|
168,072
|
|
|
$
|
187,365
|
|
|
$
|
318,581
|
|
|
$
|
356,775
|
|
|
Sensing Solutions
|
77,115
|
|
|
79,070
|
|
|
152,084
|
|
|
150,954
|
|
||||
|
Total segment operating income
|
245,187
|
|
|
266,435
|
|
|
470,665
|
|
|
507,729
|
|
||||
|
Corporate and other
|
(45,407
|
)
|
|
(53,537
|
)
|
|
(86,837
|
)
|
|
(108,318
|
)
|
||||
|
Amortization of intangible assets
|
(36,031
|
)
|
|
(34,594
|
)
|
|
(72,174
|
)
|
|
(69,663
|
)
|
||||
|
Restructuring and other charges, net
|
(16,310
|
)
|
|
(244
|
)
|
|
(21,619
|
)
|
|
(4,010
|
)
|
||||
|
Operating income
|
147,439
|
|
|
178,060
|
|
|
290,035
|
|
|
325,738
|
|
||||
|
Interest expense, net
|
(39,608
|
)
|
|
(38,321
|
)
|
|
(78,861
|
)
|
|
(76,750
|
)
|
||||
|
Other, net
|
(3,554
|
)
|
|
(11,053
|
)
|
|
(365
|
)
|
|
(15,686
|
)
|
||||
|
Income before taxes
|
$
|
104,277
|
|
|
$
|
128,686
|
|
|
$
|
210,809
|
|
|
$
|
233,302
|
|
|
|
December 31, 2018
|
|
Adjustment
|
|
January 1, 2019
|
||||||
|
Prepaid expenses and other current assets
|
$
|
113,234
|
|
|
$
|
(253
|
)
|
|
$
|
112,981
|
|
|
Other intangible assets, net
|
$
|
897,191
|
|
|
$
|
(1,510
|
)
|
|
$
|
895,681
|
|
|
Other assets
|
$
|
86,890
|
|
|
$
|
58,496
|
|
|
$
|
145,386
|
|
|
Accrued expenses and other current liabilities
|
$
|
218,130
|
|
|
$
|
12,119
|
|
|
$
|
230,249
|
|
|
Other long-term liabilities
|
$
|
39,277
|
|
|
$
|
44,614
|
|
|
$
|
83,891
|
|
|
|
June 30, 2019
|
||
|
Operating lease right-of-use assets:
|
|
||
|
Other assets
|
$
|
52,471
|
|
|
Total operating lease right-of-use assets
|
$
|
52,471
|
|
|
Operating lease liabilities:
|
|
||
|
Accrued expenses and other current liabilities
|
$
|
11,864
|
|
|
Other long-term liabilities
|
42,062
|
|
|
|
Total operating lease liabilities
|
$
|
53,926
|
|
|
Finance lease right-of-use assets:
|
|
||
|
Property, plant and equipment, at cost
|
$
|
49,714
|
|
|
Accumulated depreciation
|
(23,412
|
)
|
|
|
Property, plant and equipment, net
|
$
|
26,302
|
|
|
Finance lease liabilities:
|
|
||
|
Current portion of long-term debt, finance lease and other financing obligations
|
$
|
2,298
|
|
|
Finance lease and other financing obligations, less current portion
|
29,797
|
|
|
|
Total finance lease liabilities
|
$
|
32,095
|
|
|
|
Six months ended
|
||
|
|
June 30, 2019
|
||
|
Operating leases
|
$
|
1,882
|
|
|
Finance leases
|
$
|
—
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||
|
|
June 30, 2019
|
|
June 30, 2019
|
||||
|
Operating lease cost
|
$
|
4,244
|
|
|
$
|
8,224
|
|
|
|
|
|
|
||||
|
Finance lease cost:
|
|
|
|
||||
|
Amortization of right-of-use assets
|
$
|
452
|
|
|
$
|
904
|
|
|
Interest on lease liabilities
|
671
|
|
|
1,360
|
|
||
|
Total finance lease cost
|
$
|
1,123
|
|
|
$
|
2,264
|
|
|
|
For the six months ended
|
||
|
|
June 30, 2019
|
||
|
Operating cash flows from operating leases
|
$
|
8,090
|
|
|
Operating cash flows from finance leases
|
$
|
1,206
|
|
|
Financing cash flows from finance leases
|
$
|
753
|
|
|
|
June 30, 2019
|
|
Operating leases
|
8.2
|
|
Finance leases
|
12.8
|
|
|
June 30, 2019
|
|
|
Operating leases
|
5.8
|
%
|
|
Finance leases
|
8.5
|
%
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
Year ending December 31,
|
|
|
|
||||
|
2019 (excluding the six months ended June 30, 2019)
|
$
|
7,932
|
|
|
$
|
2,715
|
|
|
2020
|
13,030
|
|
|
4,541
|
|
||
|
2021
|
9,235
|
|
|
4,063
|
|
||
|
2022
|
7,266
|
|
|
3,713
|
|
||
|
2023
|
5,961
|
|
|
3,772
|
|
||
|
Thereafter
|
27,550
|
|
|
36,330
|
|
||
|
Total undiscounted cash flows related to lease liabilities
|
70,974
|
|
|
55,134
|
|
||
|
Less imputed interest
|
(17,048
|
)
|
|
(23,039
|
)
|
||
|
Total lease liabilities
|
$
|
53,926
|
|
|
$
|
32,095
|
|
|
•
|
instability and changes in the global markets, including regulatory, political, economic, and military matters, such as the impending exit of the United Kingdom (the "U.K.") from the European Union (the "EU");
|
|
•
|
adverse conditions or competition in the industries upon which we are dependent, including the automotive industry;
|
|
•
|
pressure from customers to reduce prices;
|
|
•
|
supplier interruption or non-performance, limiting our access to manufactured components or raw materials;
|
|
•
|
we may not realize all of the revenue or achieve anticipated gross margins from products subject to existing purchase orders for which we are currently engaged in development;
|
|
•
|
risks related to the acquisition or disposition of businesses, or the restructuring of our business;
|
|
•
|
market acceptance of new product introductions and product innovations;
|
|
•
|
losses and costs as a result of intellectual property, product liability, warranty, and recall claims;
|
|
•
|
business disruptions due to natural disasters or other disasters outside our control;
|
|
•
|
labor disruptions or increased labor costs;
|
|
•
|
security breaches, cyber theft of our intellectual property, and other disruptions to our information technology infrastructure, or improper disclosure of confidential, personal, or proprietary data;
|
|
•
|
foreign currency risks, changes in socio-economic conditions, or changes to monetary and fiscal policies;
|
|
•
|
our level of indebtedness, or our inability to meet debt service obligations or comply with the covenants contained in the credit agreement and indentures;
|
|
•
|
risks related to the potential for goodwill impairment;
|
|
•
|
the impact of United States ("U.S.") federal income tax reform, or taxing authorities challenging our historical and future tax positions or our allocation of taxable income among our subsidiaries, and challenges to the sovereign taxation regimes of EU member states by the European Commission;
|
|
•
|
changes to current policies, such as trade tariffs, by the U.S. government;
|
|
•
|
changes to, or inability to comply with, various regulations, including tax laws, import/export regulations, anti-bribery laws, environmental, health, and safety laws, and other governmental regulations; and
|
|
•
|
risks related to our domicile in the U.K.
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||
|
|
Amount
|
|
Margin*
|
|
Amount
|
|
Margin*
|
|
Amount
|
|
Margin*
|
|
Amount
|
|
Margin*
|
||||||||||||
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Performance Sensing
|
$
|
644.5
|
|
|
72.9
|
%
|
|
$
|
676.2
|
|
|
74.0
|
%
|
|
$
|
1,284.5
|
|
|
73.2
|
%
|
|
$
|
1,339.0
|
|
|
74.4
|
%
|
|
Sensing Solutions
|
239.2
|
|
|
27.1
|
|
|
237.6
|
|
|
26.0
|
|
|
469.7
|
|
|
26.8
|
|
|
461.1
|
|
|
25.6
|
|
||||
|
Net revenue
|
883.7
|
|
|
100.0
|
|
|
913.9
|
|
|
100.0
|
|
|
1,754.2
|
|
|
100.0
|
|
|
1,800.2
|
|
|
100.0
|
|
||||
|
Operating costs and expenses
|
736.3
|
|
|
83.3
|
|
|
735.8
|
|
|
80.5
|
|
|
1,464.2
|
|
|
83.5
|
|
|
1,474.4
|
|
|
81.9
|
|
||||
|
Operating income
|
147.4
|
|
|
16.7
|
|
|
178.1
|
|
|
19.5
|
|
|
290.0
|
|
|
16.5
|
|
|
325.7
|
|
|
18.1
|
|
||||
|
Interest expense, net
|
(39.6
|
)
|
|
(4.5
|
)
|
|
(38.3
|
)
|
|
(4.2
|
)
|
|
(78.9
|
)
|
|
(4.5
|
)
|
|
(76.8
|
)
|
|
(4.3
|
)
|
||||
|
Other, net
|
(3.6
|
)
|
|
(0.4
|
)
|
|
(11.1
|
)
|
|
(1.2
|
)
|
|
(0.4
|
)
|
|
0.0
|
|
|
(15.7
|
)
|
|
(0.9
|
)
|
||||
|
Income before taxes
|
104.3
|
|
|
11.8
|
|
|
128.7
|
|
|
14.1
|
|
|
210.8
|
|
|
12.0
|
|
|
233.3
|
|
|
13.0
|
|
||||
|
Provision for income taxes
|
30.8
|
|
|
3.5
|
|
|
23.4
|
|
|
2.6
|
|
|
52.3
|
|
|
3.0
|
|
|
37.5
|
|
|
2.1
|
|
||||
|
Net income
|
$
|
73.4
|
|
|
8.3
|
%
|
|
$
|
105.3
|
|
|
11.5
|
%
|
|
$
|
158.5
|
|
|
9.0
|
%
|
|
$
|
195.8
|
|
|
10.9
|
%
|
|
|
|
Three-Month (Decline)/Growth
|
|
Six-Month (Decline)/Growth
|
||||||||||||||
|
|
|
Performance Sensing
|
|
Sensing Solutions
|
|
Total
|
|
Performance Sensing
|
|
Sensing Solutions
|
|
Total
|
||||||
|
Reported net revenue (decline)/growth
|
|
(4.7
|
)%
|
|
0.7
|
%
|
|
(3.3
|
)%
|
|
(4.1
|
)%
|
|
1.9
|
%
|
|
(2.6
|
)%
|
|
Percent impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Acquisition and divestiture, net (1)
|
|
(3.0
|
)
|
|
5.8
|
|
|
(0.7
|
)
|
|
(3.2
|
)
|
|
5.4
|
|
|
(1.0
|
)
|
|
Foreign currency remeasurement (2)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
|
(1.2
|
)
|
|
Organic revenue (decline)/growth
|
|
(0.7
|
)%
|
|
(4.1
|
)%
|
|
(1.6
|
)%
|
|
0.3
|
%
|
|
(2.6
|
)%
|
|
(0.4
|
)%
|
|
(1)
|
Represents the percentage change in net revenue attributed to the effect of acquisitions and divestitures for the 12 months immediately following the respective transaction dates. The percentage amounts presented relate to the sale of the capital stock of Schrader Bridgeport International, Inc. and August France Holding Company SAS (collectively, the "Valves Business") in August 2018 and the merger with GIGAVAC, LLC ("GIGAVAC") in October 2018, each of which is
|
|
(2)
|
Represents the percentage change in net revenue between the comparative periods attributed to differences in exchange rates used to remeasure foreign denominated revenue transactions into U.S. dollars, which is the functional currency of the Company and each of its subsidiaries. The percentage amounts presented above relate primarily to the U.S. dollar to Chinese Renminbi exchange rates.
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||||||||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||
|
|
Amount
|
|
Margin*
|
|
Amount
|
|
Margin*
|
|
Amount
|
|
Margin*
|
|
Amount
|
|
Margin*
|
||||||||||||
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of revenue
|
$
|
575.2
|
|
|
65.1
|
%
|
|
$
|
582.5
|
|
|
63.7
|
%
|
|
$
|
1,156.0
|
|
|
65.9
|
%
|
|
$
|
1,165.0
|
|
|
64.7
|
%
|
|
Research and development
|
36.7
|
|
|
4.2
|
|
|
38.0
|
|
|
4.2
|
|
|
71.8
|
|
|
4.1
|
|
|
74.0
|
|
|
4.1
|
|
||||
|
Selling, general and administrative
|
72.0
|
|
|
8.2
|
|
|
80.5
|
|
|
8.8
|
|
|
142.6
|
|
|
8.1
|
|
|
161.8
|
|
|
9.0
|
|
||||
|
Amortization of intangible assets
|
36.0
|
|
|
4.1
|
|
|
34.6
|
|
|
3.8
|
|
|
72.2
|
|
|
4.1
|
|
|
69.7
|
|
|
3.9
|
|
||||
|
Restructuring and other charges, net
|
16.3
|
|
|
1.8
|
|
|
0.2
|
|
|
0.0
|
|
|
21.6
|
|
|
1.2
|
|
|
4.0
|
|
|
0.2
|
|
||||
|
Total operating costs and expenses
|
$
|
736.3
|
|
|
83.3
|
%
|
|
$
|
735.8
|
|
|
80.5
|
%
|
|
$
|
1,464.2
|
|
|
83.5
|
%
|
|
$
|
1,474.4
|
|
|
81.9
|
%
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
($ in millions)
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Severance costs, net (1)
|
|
$
|
14.6
|
|
|
$
|
(0.3
|
)
|
|
$
|
17.5
|
|
|
$
|
3.3
|
|
|
Facility and other exit costs
|
|
0.0
|
|
|
0.5
|
|
0.0
|
|
|
0.7
|
|
|||||
|
Other (2)
|
|
1.6
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
||||
|
Restructuring and other charges, net
|
|
$
|
16.3
|
|
|
$
|
0.2
|
|
|
$
|
21.6
|
|
|
$
|
4.0
|
|
|
(1)
|
Severance costs, net for the three and six months ended June 30, 2019 include a $13.7 million charge related to benefits provided for under a voluntary retirement incentive program offered to a limited number of eligible employees in the U.S. We expect the majority of these benefits will be paid during the third quarter of 2019. Severance costs, net for the three and six months ended June 30, 2018 were primarily related to limited workforce reductions of manufacturing, engineering, and administrative positions as well as the elimination of certain positions related to site consolidations.
|
|
(2)
|
Other costs for the three and six months ended June 30, 2019 were primarily related to deferred compensation incurred in connection with the acquisition of GIGAVAC. Refer to Note 16, "Acquisitions and Divestitures" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion.
|
|
|
|
For the three months ended
|
|
For the six months ended
|
||||||||||||
|
($ in millions)
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
|
Currency remeasurement loss on net monetary assets (1)
|
|
$
|
(4.3
|
)
|
|
$
|
(15.7
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(8.9
|
)
|
|
Gain/(loss) on foreign currency forward contracts (2)
|
|
1.0
|
|
|
5.8
|
|
|
1.5
|
|
|
(0.6
|
)
|
||||
|
(Loss)/gain on commodity forward contracts
|
|
(0.1
|
)
|
|
(1.4
|
)
|
|
1.0
|
|
|
(4.6
|
)
|
||||
|
Loss on debt financing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
||||
|
Net periodic benefit cost, excluding service cost
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||||
|
Other
|
|
0.1
|
|
|
0.5
|
|
|
0.1
|
|
|
1.3
|
|
||||
|
Other, net
|
|
$
|
(3.6
|
)
|
|
$
|
(11.1
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(15.7
|
)
|
|
(1)
|
Relates to the remeasurement of non-U.S. dollar denominated monetary assets and liabilities into U.S. dollars.
|
|
(2)
|
Relates to changes in the fair value of derivative financial instruments not designated as hedges. Refer to Note 15, "Derivative Instruments and Hedging Activities" of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a more detailed discussion.
|
|
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
United Kingdom
|
$
|
10.5
|
|
|
$
|
8.8
|
|
|
United States
|
12.4
|
|
|
4.6
|
|
||
|
The Netherlands
|
461.7
|
|
|
482.1
|
|
||
|
China
|
118.8
|
|
|
125.2
|
|
||
|
Other
|
117.7
|
|
|
109.1
|
|
||
|
Total
|
$
|
721.1
|
|
|
$
|
729.8
|
|
|
|
For the six months ended
|
||||||
|
(in millions)
|
June 30, 2019
|
|
June 30, 2018
|
||||
|
Net cash provided by/(used in):
|
|
|
|
||||
|
Operating activities:
|
|
|
|
||||
|
Net income adjusted for non-cash items
|
$
|
331.9
|
|
|
$
|
357.1
|
|
|
Changes in operating assets and liabilities, net
|
(79.8
|
)
|
|
(103.2
|
)
|
||
|
Operating activities
|
252.2
|
|
|
253.9
|
|
||
|
Investing activities
|
(82.9
|
)
|
|
(61.3
|
)
|
||
|
Financing activities
|
(178.0
|
)
|
|
(82.3
|
)
|
||
|
Net change
|
$
|
(8.8
|
)
|
|
$
|
110.3
|
|
|
($ in millions)
|
Maturity Date
|
|
June 30, 2019
|
||
|
Term Loan
|
October 14, 2021
|
|
$
|
913.0
|
|
|
4.875% Senior Notes
|
October 15, 2023
|
|
500.0
|
|
|
|
5.625% Senior Notes
|
November 1, 2024
|
|
400.0
|
|
|
|
5.0% Senior Notes
|
October 1, 2025
|
|
700.0
|
|
|
|
6.25% Senior Notes
|
February 15, 2026
|
|
750.0
|
|
|
|
Less: discount
|
|
|
(13.8
|
)
|
|
|
Less: deferred financing costs
|
|
|
(23.2
|
)
|
|
|
Less: current portion
|
|
|
(9.9
|
)
|
|
|
Long-term debt, net
|
|
|
$
|
3,216.1
|
|
|
|
|
|
|
||
|
Finance lease and other financing obligations
|
|
|
$
|
33.8
|
|
|
Less: current portion
|
|
|
(3.7
|
)
|
|
|
Finance lease and other financing obligations, less current portion
|
|
|
$
|
30.1
|
|
|
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 (in shares) |
|
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) (2)
|
||||||
|
April 1 through April 30, 2019
|
|
137,522
|
|
(1)
|
$
|
46.93
|
|
|
—
|
|
|
$
|
99.8
|
|
|
May 1 through May 31, 2019
|
|
1,117
|
|
(1)
|
$
|
43.73
|
|
|
—
|
|
|
$
|
99.8
|
|
|
June 1 through June 30, 2019
|
|
379,101
|
|
|
$
|
46.03
|
|
|
379,101
|
|
|
$
|
82.4
|
|
|
Total
|
|
517,740
|
|
|
$
|
46.26
|
|
|
379,101
|
|
|
$
|
82.4
|
|
|
(1)
|
Consists of ordinary shares withheld to cover withholding tax obligations for employees upon the vesting of restricted securities. These withholdings took place outside of a public announced repurchase plan.
|
|
(2)
|
Other than shares withheld to cover required tax withholding upon the vesting of restricted securities, all purchases during the three months ended June 30, 2019 were conducted pursuant to a $250.0 million share repurchase program authorized by our Board of Directors and publicly announced on October 30, 2018. On July 30, 2019 our Board of Directors approved a new $500.0 million share repurchase program, which replaces the $250.0 million program.
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
|
Item 6.
|
Exhibits.
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document. *
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document. *
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document. *
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document. *
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document. *
|
|
/s/ Martha Sullivan
|
|
(Martha Sullivan)
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ Paul Vasington
|
|
(Paul Vasington)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ Martha Sullivan
|
|
Martha Sullivan
Chief Executive Officer
|
|
/s/ Paul Vasington
|
|
Paul Vasington
Executive Vice President and Chief Financial Officer
|
|
|
|
/s/ Martha Sullivan
|
|
|
|
Martha Sullivan
Chief Executive Officer
|
|
|
Date:
|
July 30, 2019
|
|
|
|
|
|
|
|
/s/ Paul Vasington
|
|
|
|
Paul Vasington
Executive Vice President and Chief Financial Officer |
|
|
Date:
|
July 30, 2019
|