What changed in this filing

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Item 1. Financial Statements

2021-07-27 compared with 2021-04-27 · 252 added, 148 removed, 434 unchanged (48% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 1,861,769 $ 1,861,980

Accounts receivable, net of allowances of $ 18,891 and $ 19,033 as of March 31, 2021 and December 31, 2020, respectively

Accounts receivable, net of allowances of $ 20,223 and $ 19,033 as of June 30, 2021 and December 31, 2020, respectively

694,317 576,647

4 unchanged sentences

Goodwill 3,308,939 3,111,349

Other intangible assets, net of accumulated amortization of $ 2,176,498 and $ 2,145,634 as of March 31, 2021 and December 31, 2020, respectively

Other intangible assets, net of accumulated amortization of $ 2,211,355 and $ 2,145,634 as of June 30, 2021 and December 31, 2020, respectively

892,521 691,549

17 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 173,533 and 173,266 shares issued as of March 31, 2021 and December 31, 2020, respectively

Treasury shares, at cost, 15,631 shares as of March 31, 2021 and December 31, 2020

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 174,005 and 173,266 shares issued as of June 30, 2021 and December 31, 2020, respectively

Treasury shares, at cost, 15,631 shares as of June 30, 2021 and December 31, 2020

( 784,596 ) ( 784,596 )

8 unchanged sentences

(In thousands, except per share amounts)

For the three months ended

March 31, 2021 March 31, 2020

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Net revenue $ 992,660 $ 576,505 $ 1,935,188 $ 1,350,774

6 unchanged sentences

Total operating costs and expenses 827,905 578,373 1,612,979 1,294,043

Operating income 157,454 58,599

Operating income/(loss) 164,755 ( 1,868 ) 322,209 56,731

Interest expense, net ( 45,213 ) ( 40,808 ) ( 89,256 ) ( 80,211 )

Other, net 1,012 1,576 ( 38,385 ) ( 10,705 )

Income before taxes 74,014 6,915

Income/(loss) before taxes 120,554 ( 41,100 ) 194,568 ( 34,185 )

Provision for/(benefit from) income taxes 7,638 1,441 27,919 ( 75 )

Net income $ 53,733 $ 8,431

Basic net income per share $ 0.34 $ 0.05

Diluted net income per share $ 0.34 $ 0.05

Net income/(loss) $ 112,916 $ ( 42,541 ) $ 166,649 $ ( 34,110 )

Basic net income/(loss) per share $ 0.71 $ ( 0.27 ) $ 1.05 $ ( 0.22 )

Diluted net income/(loss) per share $ 0.71 $ ( 0.27 ) $ 1.05 $ ( 0.22 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

For the three months ended

March 31, 2021 March 31, 2020

Net income $ 53,733 $ 8,431

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Net income/(loss) $ 112,916 $ ( 42,541 ) $ 166,649 $ ( 34,110 )

Other comprehensive income/(loss):

2 unchanged sentences

Defined benefit and retiree healthcare plans

1,672 1,672 3,384 5,014

Other comprehensive income/(loss) 3,070 ( 3,495 ) 19,060 ( 19,487 )

4 unchanged sentences

(In thousands)

For the three months ended

March 31, 2021 March 31, 2020

For the six months ended

June 30, 2021 June 30, 2020

Cash flows from operating activities:

Net income $ 53,733 $ 8,431

Adjustments to reconcile net income to net cash provided by operating activities:

Net income/(loss) $ 166,649 $ ( 34,110 )

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

Depreciation 62,833 65,288

27 unchanged sentences

Payments of debt financing costs ( 33,032 ) —

Net cash used in financing activities ( 23,528 ) ( 36,856 )

Net cash provided by financing activities 220,963 359,053

Net change in cash and cash equivalents ( 211 ) 468,830

7 unchanged sentences

Number Amount Number Amount

Balance as of March 31, 2021 173,533 $ 2,223 ( 15,631 ) $ ( 784,596 ) $ 1,775,320 $ 1,831,241 $ ( 33,545 ) $ 2,790,643

Surrender of shares for tax withholding — — ( 132 ) ( 7,727 ) — — — ( 7,727 )

Stock options exercised 208 3 — — 8,167 — — 8,170

Vesting of restricted securities 396 5 — — — ( 5 ) — —

Retirement of ordinary shares ( 132 ) ( 2 ) 132 7,727 — ( 7,725 ) — —

Share-based compensation — — — — 6,376 — — 6,376

Net income — — — — — 112,916 — 112,916

Other comprehensive income — — — — — — 3,070 3,070

Balance as of June 30, 2021 174,005 $ 2,229 ( 15,631 ) $ ( 784,596 ) $ 1,789,863 $ 1,936,427 $ ( 30,475 ) $ 2,913,448

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, 2020 173,266 $ 2,220 ( 15,631 ) $ ( 784,596 ) $ 1,759,668 $ 1,777,729 $ ( 49,535 ) $ 2,705,486

6 unchanged sentences

Other comprehensive income — — — — — — 19,060 19,060

Balance as of June 30, 2021 174,005 $ 2,229 ( 15,631 ) $ ( 784,596 ) $ 1,789,863 $ 1,936,427 $ ( 30,475 ) $ 2,913,448

Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity

Number Amount Number Amount

Balance as of March 31, 2020 172,596 $ 2,212 ( 15,631 ) $ ( 784,596 ) $ 1,731,884 $ 1,624,773 $ ( 36,476 ) $ 2,537,797

Surrender of shares for tax withholding — — ( 83 ) ( 2,299 ) — — — ( 2,299 )

Stock options exercised 21 1 — — 436 — — 437

Vesting of restricted securities 310 3 — — — ( 3 ) — —

Retirement of ordinary shares ( 83 ) ( 1 ) 83 2,299 — ( 2,298 ) — —

Share-based compensation — — — — 3,506 — — 3,506

Net loss — — — — — ( 42,541 ) — ( 42,541 )

Other comprehensive loss — — — — — — ( 3,495 ) ( 3,495 )

Balance as of June 30, 2020 172,844 $ 2,215 ( 15,631 ) $ ( 784,596 ) $ 1,735,826 $ 1,579,931 $ ( 39,971 ) $ 2,493,405

Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity

7 unchanged sentences

Share-based compensation — — — — 9,590 — — 9,590

Net income — — — — — 8,431 — 8,431

Net loss — — — — — ( 34,110 ) — ( 34,110 )

Other comprehensive loss — — — — — — ( 19,487 ) ( 19,487 )

Balance as of March 31, 2020 172,596 $ 2,212 ( 15,631 ) $ ( 784,596 ) $ 1,731,884 $ 1,624,773 $ ( 36,476 ) $ 2,537,797

Balance as of June 30, 2020 172,844 $ 2,215 ( 15,631 ) $ ( 784,596 ) $ 1,735,826 $ 1,579,931 $ ( 39,971 ) $ 2,493,405

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income/(loss), cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its wholly-owned subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income/(loss), cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q.

8 unchanged sentences

Revenue Recognition

The following table presents net revenue disaggregated by segment and end market for the three months ended March 31, 2021 and 2020:

For the three months ended March 31, 2021 For the three months ended March 31, 2020

The following tables presents net revenue disaggregated by segment and end market for the three and six months ended June 30, 2021 and 2020:

For the three months ended June 30, 2021 For the three months ended June 30, 2020

Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total

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(2) Heating, ventilation and air conditioning

For the six months ended June 30, 2021 For the six months ended June 30, 2020

Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total

Automotive $ 1,055,080 $ 23,552 $ 1,078,632 $ 724,202 $ 15,515 $ 739,717

HVOR 401,284 — 401,284 229,694 — 229,694

Industrial — 195,949 195,949 — 159,863 159,863

Appliance and HVAC — 123,103 123,103 — 89,085 89,085

Aerospace — 65,470 65,470 — 69,317 69,317

Other — 70,750 70,750 — 63,098 63,098

Total $ 1,456,364 $ 478,824 $ 1,935,188 $ 953,896 $ 396,878 $ 1,350,774

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2021 and 2020:

For the three months ended

March 31, 2021 March 31, 2020

The following table presents the components of non-cash compensation expense related to our equity awards for the three and six months ended June 30, 2021 and 2020:

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Stock options $ 305 $ 53 $ 765 $ 2,542

1 unchanged sentence

Share-based compensation expense $ 6,376 $ 3,506 $ 11,475 $ 9,590

Equity Awards

At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan").

The 2021 Equity Plan is substantially similar to the 2010 Equity Plan with some updates based on changes in law and current practices.

The purpose of the 2021 Equity Plan is to promote the long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success.

All awards granted subsequent to this approval were made under the 2021 Equity Plan.

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the 2021 Equity Plan and 2010 Equity Plan during the six months ended June 30, 2021:

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

Directors RSU (1)(5)

27 N/A $ 58.63

Various executives and employees RSU (2)(4)

370 N/A $ 58.37

Various executives and employees PRSU (3)(4)

236 0.0 % - 200.0 %

________________________

(1) These RSUs cliff vest one year from the grant date (May 2022).

(2) RSUs vest ratably over three years , one-third per year beginning on the first anniversary of the grant date.

These RSUs will fully vest on various dates between February 2024 and June 2024.

(3) These PRSUs vest on various dates between April 2024 and May 2024.

The number of units that ultimately vest is dependent on the achievement of certain performance criteria.

(4) Primarily granted under the 2010 Equity Plan.

(5) Primarily granted under the 2021 Equity Plan.

Restructuring and Other Charges, Net

On June 30, 2020, in response to the potential long-term impact of the global financial and health crisis caused by the coronavirus ("COVID-19") pandemic on our business, we committed to a plan to reorganize our business (the “Q2 2020 Global Restructure Program”), consisting of voluntary and involuntary reductions-in-force and certain site closures.

The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the demand levels that we anticipate in the coming quarters.

We have taken a large portion of the actions contemplated under the Q2 2020 Global Restructure Program, with the majority of the remaining actions expected to be completed on or before June 30, 2021.

Over the life of the Q2 2020 Global Restructure Program, the reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact approximately 880 positions, for which we expect to incur severance charges of between $ 31.0 million and $ 33.7 million.

In addition, over the life of the Q2 2020 Global Restructure Program, we expect to incur between $ 6.0 million and $ 8.0 million related to site closures.

The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the then anticipated future demand outlook.

As of June 30, 2021, we have recorded cumulative costs of $ 30.1 million over the life of the plan, of which $ 27.4 million related to severance charges and $ 2.7 million related to facility and exit costs.

We have completed a majority of the actions contemplated under the Q2 2020 Global Restructure Program.

Reductions in force under the Q2 2020 Global Restructure Program have impacted approximately 560 positions as of June 30, 2021.

When the remaining contemplated reduction-in-force actions are completed, which is expected in the third quarter of 2021, the total reductions in force are expected to be approximately 840 positions, reflecting total severance charges of between $ 27.0 million and $ 29.0 million.

In addition, we expect total facility and exit costs incurred over the life of the Q2 2020 Global Restructure Program to be between $ 6.0 million and $ 8.0 million.

We expect to settle these charges with cash on hand.

We expect these restructuring charges to impact our business segments and corporate functions as follows:

We expect that when fully completed, restructuring actions taken under the Q2 2020 Global Restructure Program will have impacted our business segments and corporate functions as follows:

Reductions-in-Force Site Closures

8 unchanged sentences

However, these restructuring actions will benefit the results of Performance Sensing and Sensing Solutions as well.

Charges recognized in the three months ended March 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below.

Approximately $ 0.8 million of these charges relate to site closures in Sensing Solutions.

Charges recognized in the three and six months ended June 30, 2021 and 2020 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below.

However, as noted in Note 17:

Segment Reporting , restructuring and other charges, net are excluded from segment operating income.

For the three months ended March 31, 2021

Approximately $ 1.0 million and $ 2.0 million of these charges in the three and six months ended June 30, 2021, respectively, relate to site closures in Sensing Solutions.

Approximately $ 0.3 million of these charges in the three and six months ended June 30, 2021 relate to site closures in Performance Sensing.

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Performance Sensing $ 507 $ 7,609 $ 803 $ 7,609

Sensing Solutions 1,612 7,181 3,140 7,181

Corporate and other 1,711 9,330 1,711 9,330

Restructuring and other charges $ 3,830 $ 24,120 $ 5,654 $ 24,120

The following table presents the components of restructuring and other charges, net for the three months ended March 31, 2021 and 2020:

For the three months ended

March 31, 2021 March 31, 2020

The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2021 and 2020:

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Q2 2020 Global Restructure Program charges

$ 3,830 $ 24,120 $ 5,654 $ 24,120

Other restructuring charges

Severance costs, net (1)

407 — 593 3,897

Facility and other exit costs 625 — 1,291 —

Other 1,906 601

167 14,098 2,073 14,699

Restructuring and other charges, net $ 5,029 $ 38,218 $ 9,611 $ 42,716

___________________________________

(1) Severance costs, net for the three months ended March 31, 2020 were primarily related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

The following table presents a rollforward of the severance portion of our restructuring obligations for the three months ended March 31, 2021.

(1) Severance costs, net (excluding those related to the Q2 2020 Global Restructure Program) for the six months ended June 30, 2020 were related to termination benefits arising from the shutdown and relocation of an operating site in Northern Ireland.

(2) Other charges in the three and six months ended June 30, 2020 included a charge of $ 12.1 million resulting from a prejudgment interest-related award granted by the court on behalf of Wasica Finance GmbH ("Wasica") in intellectual property litigation in the second quarter of 2020.

We settled this litigation with Wasica in the third quarter of 2020.

The following table presents a rollforward of the severance portion of our restructuring obligations for the six months ended June 30, 2021.

Q2 2020 Global Restructure Program Other Total

3 unchanged sentences

Foreign currency remeasurement ( 103 ) 32 ( 71 )

Balance at March 31, 2021 $ 8,654 $ 3,687 $ 12,341

The severance liability as of March 31, 2021 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet.

The following table presents the components of other, net for the three months ended March 31, 2021 and 2020:

For the three months ended

March 31, 2021 March 31, 2020

Currency remeasurement (loss)/gain on net monetary assets $ ( 1,477 ) $ 1,553

Loss on foreign currency forward contracts ( 958 ) ( 3,781 )

Loss on commodity forward contracts ( 1,153 ) ( 5,575 )

Balance at June 30, 2021 $ 9,431 $ 1,774 $ 11,205

The severance liability as of June 30, 2021 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet.

The following table presents the components of other, net for the three and six months ended June 30, 2021 and 2020:

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Currency remeasurement gain/(loss) on net monetary assets $ 1,988 $ ( 1,097 ) $ 511 $ 456

(Loss)/gain on foreign currency forward contracts ( 1,419 ) 417 ( 2,377 ) ( 3,364 )

Gain/(loss) on commodity forward contracts 1,186 5,427 33 ( 148 )

Loss on debt refinancing — — ( 30,066 ) —

Net periodic benefit cost, excluding service cost ( 2,268 ) ( 2,516 ) ( 4,678 ) ( 6,897 )

( 2,410 ) ( 4,381 )

Other 1,525 ( 655 ) ( 1,808 ) ( 752 )

Other, net $ 1,012 $ 1,576 $ ( 38,385 ) $ ( 10,705 )

The following table presents the provision for/(benefit from) income taxes for the three months ended March 31, 2021 and 2020:

For the three months ended

March 31, 2021 March 31, 2020

The following table presents the provision for/(benefit from) income taxes for the three and six months ended June 30, 2021 and 2020:

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Provision for/(benefit from) income taxes $ 7,638 $ 1,441 $ 27,919 $ ( 75 )

The increase in total tax from the prior period was predominantly related to the overall increase in income before taxes as impacted by the mix of profits in the various jurisdictions in which we operate.

The increase in total tax for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 was primarily due to the increase in pre-tax profits.

The increase in total tax for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was predominantly due to the overall increase in income/(loss) before taxes as impacted by the mix of profits in the various jurisdictions in which we operate as well as the nonrecurrence of the benefit recorded in the first quarter of 2020 as a result of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act").

In response to the global financial and health crisis caused by COVID-19, the U.S.

federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") on March 27, 2020.

federal government enacted the CARES Act on March 27, 2020.

Federal limitations on interest deductions were reduced in connection with this legislation, and we recorded a deferred tax benefit of $ 7.5 million in the three months ended March 31, 2020, as we were able to utilize additional interest expense that was previously subject to a valuation allowance.

The provision for/(benefit from) income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in non-U.S.

tax jurisdictions and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings;

and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) the step-up in fair value of fixed and intangible assets acquired in connection with business combination transactions, (b) changes in net operating loss carryforwards, (c) changes in tax rates, and (d) changes in our assessment of the realizability of our deferred tax assets.

Net Income per Share

Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period.

For the three months ended March 31, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended

March 31, 2021 March 31, 2020

The provision for/(benefit from) income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings;

and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards, (c) changes in tax rates, and (d) changes in our assessment of the realizability of our deferred tax assets.

Net Income/(Loss) per Share

Basic and diluted net income/(loss) per share are calculated by dividing net income/(loss) by the number of basic and diluted weighted-average ordinary shares outstanding during the period.

For the three and six months ended June 30, 2021 and 2020 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Basic weighted-average ordinary shares outstanding 158,208 157,186 157,986 157,392

2 unchanged sentences

Diluted weighted-average ordinary shares outstanding 159,344 157,186 159,287 157,392

Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti–dilutive effect on net income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied.

___________________________________

(1) In the three and six months ended June 30, 2020, potential ordinary shares of approximately 66 thousand and 200 thousand, respectively, related to stock options and approximately 353 thousand and 403 thousand, respectively, related to unvested restricted securities were excluded from the calculation of diluted weighted-average ordinary shares outstanding as a result of the net loss incurred in those periods.

Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti–dilutive effect on net income/(loss) per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied.

These potential ordinary shares were as follows:

For the three months ended

March 31, 2021 March 31, 2020

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Anti-dilutive shares excluded 8 2,959 7 2,172

Contingently issuable shares excluded 1,089 1,251 1,020 923

The following table presents the components of inventories as of March 31, 2021 and December 31, 2020:

March 31, 2021 December 31, 2020

The following table presents the components of inventories as of June 30, 2021 and December 31, 2020:

June 30, 2021 December 31, 2020

Finished goods $ 161,378 $ 170,488

3 unchanged sentences

Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended March 31, 2021 and 2020 were as follows:

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended June 30, 2021 and 2020 were as follows:

Plans Non-U.S.

4 unchanged sentences

Expected return on plan assets ( 226 ) ( 293 ) — — ( 179 ) ( 172 ) ( 405 ) ( 465 )

Amortization of net loss 401 300 — 9 462 359 863 668

Amortization of prior service (credit)/cost — — ( 159 ) ( 197 ) 13 3 ( 146 ) ( 194 )

Loss on settlement 1,414 310 — — — 1,559 1,414 1,869

Net periodic benefit cost/(credit) $ 1,709 $ 523 $ ( 136 ) $ ( 149 ) $ 2,022 $ 3,084 $ 3,595 $ 3,458

The components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the six months ended June 30, 2021 and 2020 were as follows:

Plans Non-U.S.

Defined Benefit Retiree Healthcare Defined Benefit Total

2021 2020 2021 2020 2021 2020 2021 2020

Service cost $ — $ — $ 4 $ 5 $ 2,303 $ 1,708 $ 2,307 $ 1,713

Interest cost 240 473 42 73 805 711 1,087 1,257

Expected return on plan assets ( 452 ) ( 726 ) — — ( 357 ) ( 346 ) ( 809 ) ( 1,072 )

Amortization of net loss 802 595 — 19 921 595 1,723 1,209

4 unchanged sentences

Refer to Note 6:

Our long-term debt, finance lease, and other financing obligations as of March 31, 2021 and December 31, 2020 consisted of the following:

Maturity Date March 31, 2021 December 31, 2020

Our long-term debt, finance lease, and other financing obligations as of June 30, 2021 and December 31, 2020 consisted of the following:

Maturity Date June 30, 2021 December 31, 2020

Term Loan September 20, 2026 $ 453,780 $ 456,096

13 unchanged sentences

April 15, 2029 1,000,000 —

Other 2,605 —

discount ( 8,416 ) ( 9,605 )

discount, net of premium ( 6,097 ) ( 9,605 )

deferred financing costs ( 29,224 ) ( 28,114 )

1 unchanged sentence

Long-term debt, net $ 4,213,830 $ 3,213,747

$ 3,961,397 $ 3,213,747

Finance lease and other financing obligations $ 29,872 $ 30,506

2 unchanged sentences

Revolving Credit Facility

As of March 31, 2021, we had $ 416.1 million available under our $ 420.0 million revolving credit facility (the "Revolving Credit Facility"), net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

As of June 30, 2021, we had $ 416.1 million available under our $ 420.0 million revolving credit facility (the "Revolving Credit Facility"), net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

Outstanding letters of credit are issued primarily for the benefit of certain operating activities.

As of March 31, 2021, no amounts had been drawn against these outstanding letters of credit.

As of June 30, 2021, no amounts had been drawn against these outstanding letters of credit.

6.25% Senior Notes redemption

37 unchanged sentences

In connection with the redemption of the 6.25% Senior Notes, we recorded a loss of $ 30.1 million, which included $ 23.4 million in premiums paid, with the remaining loss representing write-off of debt discounts and deferred financing costs.

In connection with the issuance of the 4.0% Senior Notes, we recognized $ 9.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets and $ 1.7 million of issuance premiums, which are presented as an addition to long-term debt on our condensed consolidated balance sheets.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets.

As of March 31, 2021 and December 31, 2020, accrued interest totaled $ 44.8 million and $ 53.6 million, respectively.

As of June 30, 2021 and December 31, 2020, accrued interest totaled $ 46.1 million and $ 53.6 million, respectively.

Commitments and Contingencies

3 unchanged sentences

Treasury Shares

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time.

We currently have an authorized $ 500.0 million share repurchase program under which approximately $ 302.3 million remained available as of March 31, 2021.

On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will continue to remain on hold until market conditions show greater improvement and stability.

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by the Board at any time.

We currently have an authorized $ 500.0 million share repurchase program under which approximately $ 302.3 million remained available as of June 30, 2021.

On April 2, 2020, we announced a temporary suspension of this share repurchase program, which will remain on hold until we determine that market conditions warrant continuation of the program.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the three months ended March 31, 2021 were as follows:

The components of accumulated other comprehensive loss for the six months ended June 30, 2021 were as follows:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss

Balance at December 31, 2020 $ ( 6,733 ) $ ( 42,802 ) $ ( 49,535 )

Other comprehensive loss before reclassifications, net of tax 11,530 — 11,530

Other comprehensive income before reclassifications, net of tax 11,871 — 11,871

Reclassifications from accumulated other comprehensive loss, net of tax 3,805 3,384 7,189

Other comprehensive income 15,676 3,384 19,060

Balance at March 31, 2021 $ 7,545 $ ( 41,090 ) $ ( 33,545 )

The amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2021 and 2020 were as follows:

For the three months ended March 31, Affected Line in Condensed Consolidated Statements of Operations

Balance at June 30, 2021 $ 8,943 $ ( 39,418 ) $ ( 30,475 )

The amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2021 and 2020 were as follows:

For the three months ended June 30, For the six months ended June 30, Affected Line in Condensed Consolidated Statements of Operations

Component 2021 2020 2021 2020

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Foreign currency forward contracts ( 2,024 ) 193 ( 2,767 ) ( 1,575 ) Cost of revenue (1)

Total, before taxes 3,664 ( 8,391 ) Income before taxes

Total, before taxes 1,409 ( 6,199 ) 5,073 ( 14,590 ) Income/(loss) before taxes

Income tax effect ( 352 ) 1,550 ( 1,268 ) 3,648 Provision for/(benefit from) income taxes

Total, net of taxes $ 2,748 $ ( 6,293 ) Net income

Total, net of taxes $ 1,057 $ ( 4,649 ) $ 3,805 $ ( 10,942 ) Net income/(loss)

Defined benefit and retiree healthcare plans $ 2,131 $ 2,343 $ 4,400 $ 6,712 Other, net (2)

Income tax effect ( 459 ) ( 671 ) ( 1,016 ) ( 1,698 ) Provision for/(benefit from) income taxes

Total, net of taxes $ 1,712 $ 3,342 Net income

Total, net of taxes $ 1,672 $ 1,672 $ 3,384 $ 5,014 Net income/(loss)

__________________________

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Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 are shown in the below table.

The fair values of our assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 are shown in the below table.

All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Foreign currency forward contracts $ 17,789 $ 16,163

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We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2020 and determined that they were not impaired.

During the three months March 31, 2021, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

During the six months ended June 30, 2021, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of these assets.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020.

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020.

All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Carrying Value (1)

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___________________________________

(1) Excluding any related debt discounts and deferred financing costs.

(1) Excluding any related debt discounts, or premiums, and deferred financing costs.

Cash and cash equivalents are carried at cost, which approximates fair value because of their short-term nature.

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Refer to the table below for the carrying values of equity investments using the measurement alternative, which are presented as a component of other assets in the condensed consolidated balance sheets.

March 31, 2021 December 31, 2020

Quanergy Systems, Inc.

$ 50,000 $ 50,000

June 30, 2021 December 31, 2020

Quanergy $ 50,000 $ 50,000

Other 15,000 15,000

Total $ 65,000 $ 65,000

On June 22, 2021, Quanergy Systems, Inc.

("Quanergy") announced that it had entered into a definitive business combination agreement with CITIC Capital Acquisition Corp (NYSE:

Upon closing of the business combination, which is expected to be in the second half of 2021, subject to customary closing conditions, the combined company is expected to be listed on the New York Stock Exchange ("NYSE") under the ticker symbol QNGY.

We have assessed our investment in Quanergy based on the proposed terms of the business combination agreement and concluded that there were no indicators of impairment as of June 30, 2021.

Subsequent to closing, we will mark our investment to market each reporting period.

Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three months ended March 31, 2021 and 2020, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

As of March 31, 2021, we estimated that $ 6.7 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2022.

As of March 31, 2021, we had the following outstanding foreign currency forward contracts:

For the three and six months ended June 30, 2021 and 2020, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

As of June 30, 2021, we estimated that $ 9.2 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2022.

As of June 30, 2021, we had the following outstanding foreign currency forward contracts:

(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge

Designation (1)

15.0 EUR March 29, 2021 April 30, 2021 Euro ("EUR") to USD 1.18 USD Not designated

320.3 EUR Various from May 2019 to March 2021 Various from April 2021 to March 2023 EUR to USD 1.18 USD Cash flow hedge

667.0 CNY March 29, 2021 April 30, 2021 USD to Chinese Renminbi ("CNY") 6.58 CNY Not designated

781.2 CNY Various from November 2020 to January 2021 Various from April to December 2021 USD to CNY 6.64 CNY Cash flow hedge

917.0 JPY March 29, 2021 April 30, 2021 USD to Japanese Yen ("JPY") 109.68 JPY Not designated

19,433.3 KRW Various from May 2019 to March 2021 Various from April 2021 to February 2023 USD to Korean Won ("KRW") 1,151.96 KRW Cash flow hedge

23.0 MYR March 29, 2021 April 30, 2021 USD to Malaysian Ringgit ("MYR") 4.13 MYR Not designated

449.0 MXN March 29, 2021 April 30, 2021 USD to Mexican Peso ("MXN") 20.81 MXN Not designated

2,998.8 MXN Various from May 2019 to March 2021 Various from April 2021 to March 2023 USD to MXN 22.57 MXN Cash flow hedge

5.5 GBP March 29, 2021 April 30, 2021 British Pound Sterling ("GBP") to USD 1.38 USD Not Designated

51.0 GBP Various from May 2019 to March 2021 Various from April 2021 to March 2023 GBP to USD 1.31 USD Cash flow hedge

14.0 EUR June 28, 2021 July 30, 2021 Euro ("EUR") to USD 1.19 USD Not designated

370.4 EUR Various from August 23, 2019 to June 22, 2021 Various from July 30, 2021 to June 30, 2023 EUR to USD 1.19 USD Cash flow hedge

696.0 CNY June 23, 2021 July 30, 2021 USD to Chinese Renminbi ("CNY") 6.51 CNY Not designated

520.8 CNY Various from November 5, 2020 to January 5, 2021 Various from July 30, 2021 to December 31, 2021 USD to CNY 6.66 CNY Cash flow hedge

450.0 JPY June 28, 2021 July 30, 2021 USD to Japanese Yen ("JPY") 110.82 JPY Not designated

20,066.7 KRW Various from August 23, 2019 to June 22, 2021 Various from July 30, 2021 to May 31, 2023 USD to Korean Won ("KRW") 1,143.12 KRW Cash flow hedge

26.0 MYR June 23, 2021 July 30, 2021 USD to Malaysian Ringgit ("MYR") 4.14 MYR Not designated

423.0 MXN June 28, 2021 July 30, 2021 USD to Mexican Peso ("MXN") 19.92 MXN Not designated

3,215.0 MXN Various from August 23, 2019 to June 22, 2021 Various from July 30, 2021 to June 30, 2023 USD to MXN 22.41 MXN Cash flow hedge

5.6 GBP June 28, 2021 July 30, 2021 British Pound Sterling ("GBP") to USD 1.39 USD Not Designated

51.3 GBP Various from August 23, 2019 to June 22, 2021 Various from July 30, 2021 to June 30, 2023 GBP to USD 1.33 USD Cash flow hedge

_________________________

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Hedges of Commodity Risk

As of March 31, 2021, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging :

As of June 30, 2021, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging :

Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit

Silver 929,084 troy oz.

April 2021 - February 2023 $ 22.22

July 2021 - June 2023 $ 24.51

Gold 8,943 troy oz.

April 2021 - February 2023 $ 1,784.90

Nickel 153,661 pounds April 2021 - February 2023 $ 7.06

Aluminum 2,115,667 pounds April 2021 - February 2023 $ 0.88

Copper 1,689,875 pounds April 2021 - February 2023 $ 3.06

July 2021 - June 2023 $ 1,819.10

Nickel 202,117 pounds July 2021 - June 2023 $ 7.44

Aluminum 2,870,170 pounds July 2021 - June 2023 $ 0.97

Copper 2,842,272 pounds July 2021 - June 2023 $ 3.76

Platinum 9,540 troy oz.

April 2021 - February 2023 $ 965.83

July 2021 - June 2023 $ 1,045.46

Palladium 1,256 troy oz.

April 2021 - February 2023 $ 2,086.90

July 2021 - June 2023 $ 2,457.28

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020:

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020:

Asset Derivatives Liability Derivatives

Balance Sheet Location March 31, 2021 December 31, 2020 Balance Sheet Location March 31, 2021 December 31, 2020

Balance Sheet Location June 30, 2021 December 31, 2020 Balance Sheet Location June 30, 2021 December 31, 2020

Derivatives designated as hedging instruments

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These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the three months ended March 31, 2021 and 2020:

Derivatives designated as

hedging instruments Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss) Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income

hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss) Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)

2021 2020 2021 2020

Foreign currency forward contracts

$ 18,799 $ 12,544 Net revenue $ ( 4,407 ) $ 6,623

Foreign currency forward contracts

$ ( 3,425 ) $ ( 29,630 ) Cost of revenue $ 743 $ 1,768

Foreign currency forward contracts $ ( 6,353 ) $ ( 5,954 ) Net revenue $ ( 3,433 ) $ 6,392

Foreign currency forward contracts $ 6,808 $ 5,267 Cost of revenue $ 2,024 $ ( 193 )

Derivatives not designated as

hedging instruments Amount of Loss Recognized in Net Income Location of Loss Recognized in Net Income

hedging instruments Amount of Gain/(Loss) Recognized in Net Income/(Loss) Location of Gain/(Loss) Recognized in Net Income/(Loss)

Commodity forward contracts $ 1,186 $ 5,427 Other, net

Foreign currency forward contracts $ ( 1,419 ) $ 417 Other, net

Derivatives designated as

hedging instruments Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss) Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss) Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)

2021 2020 2021 2020

Foreign currency forward contracts $ 12,446 $ 6,590 Net revenue $ ( 7,840 ) $ 13,015

Foreign currency forward contracts $ 3,383 $ ( 24,363 ) Cost of revenue $ 2,767 $ 1,575

Derivatives not designated as

hedging instruments Amount of Gain/(Loss) Recognized in Net Income/(Loss) Location of Gain/(Loss) Recognized in Net Income/(Loss)

Commodity forward contracts $ 33 $ ( 148 ) Other, net

Foreign currency forward contracts $ ( 2,377 ) $ ( 3,364 ) Other, net

Credit Risk Related Contingent Features

We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.

As of March 31, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 9.4 million.

As of March 31, 2021, we had no t posted any cash collateral related to these agreements.

As of June 30, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 9.7 million.

As of June 30, 2021, we had no t posted any cash collateral related to these agreements.

If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

On February 11, 2021, we entered into a securities purchase agreement (the "SPA") to acquire all of the outstanding equity interests of Xirgo Technologies, LLC ("Xirgo"), which is a leading provider of telematics and data insight, headquartered in Camarillo, California.

The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Smart & Connected megatrend initiative.

On February 11, 2021, we entered into a securities purchase agreement (the "SPA") to acquire all of the outstanding equity interests of Xirgo Technologies, LLC ("Xirgo"), a leading provider of telematics and data insight, headquartered in Camarillo, California.

The transaction contemplated by the SPA closed on April 1, 2021 for an aggregate cash purchase price of $ 408.7 million, subject to certain post-closing items.

The product offerings and technology of Xirgo will augment our existing portfolio in advancing our Sensata Insights megatrend initiative.

We expect to integrate Xirgo into our Performance Sensing reportable segment.

The transaction contemplated by the SPA closed on April 1, 2021 for an aggregate purchase price of $ 400.0 million of cash consideration, subject to certain post-closing items.

Due to recent closing of this acquisition, the initial accounting for this

acquisition is incomplete and we are not able to provide the disclosures otherwise required by FASB ASC Topic 805, Business Combinations.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash $ 11,536

Property, plant and equipment 1,427

Goodwill 184,260

Other intangible assets 249,612

Other assets 508

Deferred income tax liabilities ( 45,506 )

Other long-term liabilities ( 292 )

Fair value of net assets acquired, excluding cash and cash equivalents 401,545

Cash and cash equivalents 7,117

Fair value of net assets acquired $ 408,662

The allocation of purchase price of Xirgo is preliminary, and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets.

The final allocation of the purchase price to the assets acquired will be completed when the final valuations are completed.

The preliminary goodwill recognized as a result of this acquisition was approximately $ 184.3 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

The amount of goodwill recorded that is expected to be deductible for tax purposes is not material.

In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.

The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives:

Acquisition Date Fair Value Weighted-Average Lives (years)

Acquired definite-lived intangible assets

Customer relationships $ 198,540 15

Completed technologies 44,130 10

Tradenames 6,930 11

Total definite-lived intangible assets acquired $ 249,612 14

The definite-lived intangible assets were valued using the income approach.

We used the relief-from-royalty method to value completed technologies and tradenames, and we used the multi-period excess earnings method to value customer relationships.

These valuation methods incorporate assumptions including expected discounted future cash flows resulting from either the future estimated after-tax royalty payments avoided as a result of owning the completed technologies or the future earnings related to existing customer relationships.

Segment Reporting

In the three months ended June 30, 2020, we altered the way we measure segment operating income in order to align with a change to the performance measures provided to and used by our chief operating decision maker for purposes of assessing performance and deciding how to allocate resources to each segment.

Whereas research and development ("R&D") and selling, general and administrative ("SG&A") expenses related to our megatrend initiatives were historically allocated to our operating segments, beginning in the second quarter of 2020 these amounts are presented within corporate and other.

Prior period information has been recast to reflect this revised presentation.

We operate in, and report financial information for, the following two reportable segments:

Performance Sensing and Sensing Solutions.

In the fourth quarter of 2020, we divided the Performance Sensing reportable segment (which was previously also an operating segment) into two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Reportable Segments.

No change was made to the composition of the Sensing Solutions reportable segment, which remains an operating segment.

None of the preceding changes resulted in any impact on the overall composition of our reportable segments and prior periods were not required to be recast for this change.

The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280, Reportable Segments .

The Sensing Solutions reportable segment is also an operating segment.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

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Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2020 Annual Report.

The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the three months ended March 31, 2021 and 2020 (recast to reflect realignment of performance measures in the second quarter of 2020 as discussed above):

For the three months ended

March 31, 2021 March 31, 2020

For the three months ended For the six months ended

June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

Performance Sensing $ 741,852 $ 385,207 $ 1,456,364 $ 953,896

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Restructuring and other charges, net ( 5,029 ) ( 38,218 ) ( 9,611 ) ( 42,716 )

Operating income 157,454 58,599

Operating income/(loss) 164,755 ( 1,868 ) 322,209 56,731

Interest expense, net ( 45,213 ) ( 40,808 ) ( 89,256 ) ( 80,211 )

Other, net 1,012 1,576 ( 38,385 ) ( 10,705 )

Income before taxes $ 74,014 $ 6,915

Income/(loss) before taxes $ 120,554 $ ( 41,100 ) $ 194,568 $ ( 34,185 )

Cautionary Statements Concerning Forward-Looking Statements

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(i) full or partial shutdowns of our facilities as mandated by government decrees, (ii) limited ability to adjust certain costs due to government actions, (iii) significant travel restrictions and “work-from-home” orders limiting the availability of our workforce, (iv) supplier constraints and supply-chain interruptions, (v) logistics challenges and limitations, (vi) reduced demand from certain customers, (vii) uncertainties associated with a protracted economic slowdown that could negatively affect the financial condition of our customers and suppliers, and (viii) uncertainties and volatility in the global capital markets;

• instability and changes in the global markets, including regulatory, political, economic, governmental, and military matters, such as the recent exit of the United Kingdom (the "U.K.") from the European Union (the "EU");

• instability and changes in the global markets, including regulatory, political, economic, governmental, and military matters, such as the 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;

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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-Q

Item 1. Financial Statements