What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-12 compared with 2020-02-11 · 52 added, 44 removed, 91 unchanged (51% of the section changed)

7 unchanged sentences

As of December 31,

2015 2016 2017 2018 2019 2020

Sensata $ 100.00 $ 84.56 $ 110.96 $ 97.35 $ 116.96 $ 114.50

$ 100.00 $ 111.96 $ 136.40 $ 130.42 $ 171.49 $ 203.04

S&P 500 Industrial

The information in the graph and table above is not "soliciting material," is not deemed "filed" with the United States Securities and Exchange Commission, and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K (this "Report"), except to the extent that we specifically incorporate such information by reference.

$ 100.00 $ 116.08 $ 137.60 $ 116.96 $ 148.34 $ 161.70

The information in the graph and table above is not "soliciting material," is not deemed "filed" with the United States (the "U.S.") Securities and Exchange Commission, and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K (this "Report"), except to the extent that we specifically incorporate such information by reference.

The total shareholder return shown on the graph represents past performance and should not be considered an indication of future price performance.

As of January 31, 2020 , there were four holders of record of our ordinary shares, primarily Cede & Co.

As of January 29, 2021, there were three holders of record of our ordinary shares, primarily Cede & Co.

(which acts as nominee shareholder for the Depository Trust Company).

We have never declared or paid any dividends on our ordinary shares, and we currently do not plan to declare any such dividends in the foreseeable future.

Because we are a holding company, our ability to pay cash dividends on our ordinary shares may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries, including restrictions under the terms of the agreements governing our indebtedness.

restrictions under the terms of the agreements governing our indebtedness.

In that regard, our indirect, wholly-owned subsidiary, Sensata Technologies B.V.

("STBV"), is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to us.

Refer to Note 14, "Debt," of our audited consolidated financial statements and accompanying notes thereto included elsewhere in this Report for additional information related to our dividend restrictions.

In addition, under Dutch law, STBV and certain of our other subsidiaries that are Dutch private limited liability companies may only pay dividends or make other distributions to the extent that the shareholders' equity of such subsidiary exceeds the reserves required to be maintained by law or under its articles of association.

("STBV"), may be limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to us.

Refer to Note 14, "Debt," of our audited consolidated financial statements and accompanying notes thereto (our "Financial Statements") included elsewhere in this Report for additional information related to our dividend restrictions.

Additionally, certain of our subsidiaries may be limited in their ability to pay dividends or make other distributions to the extent that the shareholders' equity of such subsidiary exceeds the reserves required to be maintained by law or under its articles of association.

Under the laws of England and Wales, we are able to declare dividends, make distributions, or repurchase shares only out of distributable reserves on our statutory balance sheet.

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tax, irrespective of the tax residence or the individual circumstances of the recipient shareholder.

Shareholders may need to review their facts and circumstances to determine their exposure to U.K.

income taxes going forward on any potential dividend income received from us.

Shareholders should consult their tax advisors regarding their particular tax situation and the income tax consequences on any potential dividend income received from us.

Issuer Purchases of Equity Securities

Purchased (in shares)

Period Total Number of Shares Purchased

(in shares) (1)

Weighted-Average

Paid per Share

Total Number of

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

Announced Plan or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs

(in millions)

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__________________________

Upon the vesting of restricted securities, we collect and pay withholding tax for employees by withholding shares to cover such tax.

The number of shares presented includes 701 shares withheld in this manner with an aggregate value of $35 thousand , based on the closing price of our ordinary shares on the date of withholding.

(1) The number of ordinary shares presented were withheld upon the vesting of restricted securities to cover payment of employee withholding tax.

These withholdings took place outside of a publicly announced repurchase plan.

Other than shares withheld to cover required tax withholding upon the vesting of restricted securities, all purchases during the three months ended December 31, 2019 were conducted pursuant to a $500.0 million share repurchase program authorized by our Board of Directors and publicly announced on July 30, 2019 .

This share repurchase program does not have an established expiration date.

SELECTED FINANCIAL DATA

We have derived the selected consolidated statements of operations and other financial data for the years ended December 31, 2019 , 2018 , and 2017 and the selected consolidated balance sheet data as of December 31, 2019 and 2018 from our audited consolidated financial statements and accompanying notes thereto (our "Financial Statements") included elsewhere in this Annual Report on Form 10-K (this "Report").

We have derived the selected consolidated statements of operations and other financial data for the years ended December 31, 2020, 2019, and 2018 and the selected consolidated balance sheet data as of December 31, 2020 and 2019 from our Financial Statements.

We have derived the selected consolidated statements of operations and other financial data for the years ended December 31, 2017 and 2016 and the selected consolidated balance sheet data as of December 31, 2018, 2017, and 2016 from audited consolidated financial statements not included in this Report.

You should read the following information in conjunction with our Financial Statements and Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this Report.

Our historical results are not necessarily indicative of the results to be expected in any future period.

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Statement of operations data:

Net revenue $ 3,045,578 $ 3,450,631 $ 3,521,627 $ 3,306,733 $ 3,202,288

Operating costs and expenses:

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Restructuring and other charges, net (c)

33,094 53,560 (47,818) 18,975 4,113

Total operating costs and expenses 2,707,841 2,893,746 2,811,208 2,750,946 2,709,932

2 unchanged sentences

Other, net (d)

(339) (7,908) (30,365) 6,415 (5,093)

Income before taxes 165,641 390,423 526,375 402,441 321,445

Provision for/(benefit from) income taxes (e)

1,355 107,709 (72,620) (5,916) 59,011

Net income $ 164,286 $ 282,714 $ 598,995 $ 408,357 $ 262,434

Basic net income per share $ 1.04 $ 1.76 $ 3.55 $ 2.39 $ 1.54

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Working capital (f)

$ 1,484,815 $ 1,330,906 $ 1,277,211 $ 1,218,796 $ 758,189

Total assets $ 7,844,202 $ 6,834,519 $ 6,797,687 $ 6,641,525 $ 6,240,976

Total debt, net including finance lease and other financing obligations $ 3,998,883 $ 3,255,613 $ 3,264,941 $ 3,270,269 $ 3,273,594

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__________________________________________

On March 28, 2018 , the cross-border merger of Sensata Technologies Holding N.V.

(a) On March 28, 2018, the cross-border merger of Sensata Technologies Holding N.V.

("Sensata N.V.") and Sensata Technologies Holding plc ("Sensata plc") was completed, with Sensata plc being the surviving entity (the "Merger").

2 unchanged sentences

Due to the various legal aspects of the Merger, Sensata plc retains the historical data of Sensata N.V., and no recasting or adjustment is required as a result of the Merger.

We acquired certain assets and subsidiaries of Custom Sensors & Technologies Ltd.

("CST") in fiscal year 2015, and GIGAVAC, LLC ("GIGAVAC") in fiscal year 2018.

(b) We acquired GIGAVAC, LLC ("GIGAVAC") in fiscal year 2018.

Pro forma amounts are not shown.

2 unchanged sentences

Prior year amounts have not been recast.

Refer to Note 17, "Acquisitions and Divestitures," of our Financial Statements for additional information related to the acquisition of GIGAVAC and the divestiture of the Valves Business.

Restructuring and other charges, net for the years ended December 31, 2019 , 2018 , 2017 , 2016 , and 2015 consisted of the following (refer also to Note 5, "Restructuring and Other Charges, Net," of our Financial Statements):

(c) Restructuring and other charges, net for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 consisted of the following (refer also to Note 5, "Restructuring and Other Charges, Net," of our Financial Statements):

For the year ended December 31,

(In thousands) 2020 2019 2018 2017 2016

Severance costs, net (i)

Facility and other exit costs (ii)

Gain on sale of Valves Business (iii)

Q2 2020 Global Restructure Program (i)

$ 24,458 $ — $ — $ — $ —

Other restructuring charges

Severance costs, net (i)(ii)

3,042 29,240 7,566 11,125 813

Facility and other exit costs (iii)

1,323 808 877 7,850 3,300

Gain on sale of Valves Business (i)

— — (64,423) — —

4,271 23,512 8,162 — —

Restructuring and other charges, net $ 33,094 $ 53,560 $ (47,818) $ 18,975 $ 4,113

__________________________________________

Includes termination benefits provided in connection with workforce reductions of manufacturing, engineering, and administrative positions.

For the year ended December 31, 2019 , these amounts also included $12.7 million of benefits provided under a voluntary retirement incentive program offered to a limited number of eligible employees in the United States (the "U.S.") and $6.5 million of termination benefits provided under a one-time benefit arrangement related to the shutdown and relocation of an operating site in Germany.

For the year ended December 31, 2017 , these amounts also included $8.4 million of charges related to the closure of our facility in Minden, Germany, a site we obtained in connection with the acquisition of certain subsidiaries of CST.

For the year ended December 31, 2015 , these amounts also included $7.6 million of severance charges incurred in order to integrate acquired businesses with ours and $4.0 million of severance charges related to the closure of our Schrader Brazil manufacturing facility.

For the year ended December 31, 2017 , these amounts included $3.2 million of costs related to the closure of our facility in Minden, Germany and $3.1 million of costs associated with the consolidation of two other manufacturing sites in Europe.

(i) Refer to Note 5, "Restructuring and Other Charges, Net," of our Financial Statements for additional information regarding amounts recognized in each of the years ended December 31, 2020, 2019, and 2018.

(ii) For the year ended December 31, 2017, included $8.4 million of charges related to the closure of our facility in Minden, Germany, a site we obtained in connection with the acquisition of certain subsidiaries of Custom Sensors & Technologies Ltd.

("CST") in fiscal year 2015.

(iii) For the year ended December 31, 2017, these amounts included $3.2 million of costs related to the closure of our facility in Minden, Germany and $3.1 million of costs associated with the consolidation of two other manufacturing sites in Europe.

For the year ended December 31, 2016 these amounts primarily related to the relocation of manufacturing lines from our facility in the Dominican Republic to a manufacturing facility in Mexico.

In the year ended December 31, 2018 , we completed the sale of the Valves Business.

In the year ended December 31, 2019 , these amounts included a $17.8 million loss related to the termination of a supply agreement in connection with the Metal Seal Precision, Ltd.

("Metal Seal") litigation and $6.1 million of expense related to the deferred compensation arrangement that we entered into in connection with the acquisition of GIGAVAC.

Refer to Note 15, "Commitments and Contingencies," of our Financial Statements for additional information related to the supply agreement termination and litigation with Metal Seal.

In the year ended December 31, 2018 , we incurred $5.9 million of incremental direct costs in order to transact the sale of the Valves Business and $2.2 million of expense related to the deferred compensation arrangement that we entered into connection with the acquisition of GIGAVAC.

Other, net for the years ended December 31, 2019 , 2018 , 2017 , 2016 , and 2015 consisted of the following:

(d) Other, net for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 consisted of the following:

For the year ended December 31,

(In thousands) 2020 2019 2018 2017 2016

(Loss)/gain related to foreign currency exchange rates (i)

Gain/(loss) related to foreign currency exchange rates (i)

$ 4,071 $ (4,577) $ (16,835) $ 2,423 $ (12,471)

Gain/(loss) on commodity forward contracts 10,027 4,888 (8,481) 9,989 7,399

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Net periodic benefit cost, excluding service cost (9,980) (3,186) (3,585) (3,402) (192)

Other (4,457) (669) 886 75 171

Other, net $ (339) $ (7,908) $ (30,365) $ 6,415 $ (5,093)

__________________________________________

Includes net losses and gains on foreign currency remeasurement and foreign currency forward contracts.

(i) Includes net losses and gains on foreign currency remeasurement and foreign currency forward contracts.

Refer to Note 6, "Other, Net," of our Financial Statements for additional information.

(e) In the year ended December 31, 2020, we completed the transfer of intangible property which resulted in a $54.2 million deferred tax benefit.

For the year ended December 31, 2018, this amount included an income tax benefit of $122.1 million related to the realization of U.S.

deferred tax assets previously offset by a valuation allowance.

Refer to Note 7, "Income Taxes," of our Financial Statements for additional information.

For the year ended December 31, 2017, this amount included an income tax benefit of $73.7 million related to the enactment of U.S.

tax legislation in the fourth quarter of 2017.

Refer to Note 7, "Income Taxes," of our Financial Statements for additional information.

For the year ended December 31, 2015 , this amount included an income tax benefit of $180.0 million , primarily related to the release of a portion of our U.S.

valuation allowance in connection with the acquisition of CST.

We define working capital as current assets less current liabilities.

(f) We define working capital as current assets less current liabilities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity