What changed in this filing

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Item 1. Financial Statements

2021-10-26 compared with 2021-07-27 · 186 added, 165 removed, 521 unchanged (40% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

September 30,

2021 December 31,

1 unchanged sentence

Cash and cash equivalents $ 1,958,144 $ 1,861,980

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

Accounts receivable, net of allowances of $ 20,709 and $ 19,033 as of September 30, 2021 and December 31, 2020, respectively

662,751 576,647

4 unchanged sentences

Goodwill 3,301,947 3,111,349

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

Other intangible assets, net of accumulated amortization of $ 2,245,877 and $ 2,145,634 as of September 30, 2021 and December 31, 2020, respectively

859,367 691,549

17 unchanged sentences

Shareholders’ equity:

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

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 174,079 and 173,266 shares issued as of September 30, 2021 and December 31, 2020, respectively

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

( 784,596 ) ( 784,596 )

8 unchanged sentences

(In thousands, except per share amounts)

For the three months ended For the six months ended

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

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Net revenue $ 951,021 $ 788,313 $ 2,886,209 $ 2,139,087

6 unchanged sentences

Total operating costs and expenses 789,682 661,468 2,402,661 1,955,511

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

Operating income 161,339 126,845 483,548 183,576

Interest expense, net ( 45,137 ) ( 44,129 ) ( 134,393 ) ( 124,340 )

Other, net ( 9,403 ) 9,194 ( 47,788 ) ( 1,511 )

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/(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 )

Income before taxes 106,799 91,910 301,367 57,725

Provision for income taxes 21,840 15,181 49,759 15,106

Net income $ 84,959 $ 76,729 $ 251,608 $ 42,619

Basic net income per share $ 0.54 $ 0.49 $ 1.59 $ 0.27

Diluted net income per share $ 0.53 $ 0.49 $ 1.58 $ 0.27

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

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive Income/(Loss)

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

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 )

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Net income $ 84,959 $ 76,729 $ 251,608 $ 42,619

Other comprehensive income/(loss):

Cash flow hedges 2,975 ( 2,197 ) 18,651 ( 26,698 )

1,398 ( 5,167 ) 15,676 ( 24,501 )

Defined benefit and retiree healthcare plans 594 1,015 3,978 6,029

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

Other comprehensive income/(loss) 3,569 ( 1,182 ) 22,629 ( 20,669 )

Comprehensive income/(loss) $ 115,986 $ ( 46,036 ) $ 185,709 $ ( 53,597 )

Comprehensive income $ 88,528 $ 75,547 $ 274,237 $ 21,950

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

2 unchanged sentences

(In thousands)

For the six months ended

June 30, 2021 June 30, 2020

For the nine months ended

September 30, 2021 September 30, 2020

Cash flows from operating activities:

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

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

Net income $ 251,608 $ 42,619

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

Depreciation 94,361 94,216

4 unchanged sentences

Deferred income taxes ( 2,070 ) ( 11,600 )

Loss on litigation judgment — 41,314

Unrealized loss on derivative instruments and other 17,359 5,876

30 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

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

Surrender of shares for tax withholding — — ( 18 ) ( 1,039 ) — — — ( 1,039 )

5 unchanged sentences

Other comprehensive income — — — — — — 3,569 3,569

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

Balance as of September 30, 2021 174,079 $ 2,230 ( 15,631 ) $ ( 784,596 ) $ 1,798,549 $ 2,020,346 $ ( 26,906 ) $ 3,009,623

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

8 unchanged sentences

Other comprehensive income — — — — — — 22,629 22,629

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

Balance as of September 30, 2021 174,079 $ 2,230 ( 15,631 ) $ ( 784,596 ) $ 1,798,549 $ 2,020,346 $ ( 26,906 ) $ 3,009,623

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

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

Surrender of shares for tax withholding — — — ( 21 ) — — — ( 21 )

3 unchanged sentences

Share-based compensation — — — — 4,622 — — 4,622

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

Net income — — — — — 76,729 — 76,729

Other comprehensive loss — — — — — — ( 1,182 ) ( 1,182 )

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

Balance as of September 30, 2020 172,875 $ 2,216 ( 15,631 ) $ ( 784,596 ) $ 1,741,538 $ 1,656,639 $ ( 41,153 ) $ 2,574,644

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

7 unchanged sentences

Share-based compensation — — — — 14,212 — — 14,212

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

Net income — — — — — 42,619 — 42,619

Other comprehensive loss — — — — — — ( 20,669 ) ( 20,669 )

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

Balance as of September 30, 2020 172,875 $ 2,216 ( 15,631 ) $ ( 784,596 ) $ 1,741,538 $ 1,656,639 $ ( 41,153 ) $ 2,574,644

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 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, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc ("Sensata 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.

4 unchanged sentences

dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

Certain reclassifications have been made to prior periods to conform to current period presentation.

New Accounting Standards

1 unchanged sentence

Revenue Recognition

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

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

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

Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total

10 unchanged sentences

(2) Heating, ventilation and air conditioning

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

For the nine months ended September 30, 2021 For the nine months ended September 30, 2020

Performance Sensing Sensing Solutions Total Performance Sensing Sensing Solutions Total

7 unchanged sentences

Share-Based Payment Plans

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

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

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Stock options $ 307 $ 179 $ 1,072 $ 2,721

6 unchanged sentences

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:

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(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.

(2) These 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 August 2024.

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

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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 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 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:

The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the then anticipated future demand outlook, and as of September 30, 2021, we have completed all actions contemplated thereunder, with approximately 840 positions impacted.

Since inception of the Q2 2020 Global Restructure Program, we have recognized cumulative costs of $ 33.2 million, of which $ 28.4 million related to severance charges and $ 4.8 million related to facility and exit costs.

As of September 30, 2021, we have a liability of approximately $ 7.5 million related to actions taken under this plan.

We expect to settle these remaining liabilities with cash on hand.

Restructuring actions taken under the Q2 2020 Global Restructure Program impacted our business segments and corporate functions as follows:

Reductions-in-Force Site Closures

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

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:

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

However, as discussed in Note 17:

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

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

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Performance Sensing $ 1,106 $ — $ 1,909 $ 7,609

2 unchanged sentences

Restructuring and other charges $ 3,098 $ — $ 8,752 $ 24,120

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

Approximately $ 1.3 million and $ 3.0 million of these charges in the three and nine months ended September 30, 2021, respectively, relate to site closures in Sensing Solutions.

Approximately $ 0.9 million and $ 1.2 million of these charges in the three and nine months ended September 30, 2021, respectively, relate to site closures in Performance Sensing.

None of the charges recognized in 2020 relate to site closures.

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

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Q2 2020 Global Restructure Program charges

7 unchanged sentences

___________________________________

(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.

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

(2) In the three months ended September 30, 2020, we settled a patent infringement case brought by Wasica Finance GmbH ("Wasica") against Schrader, and released $ 11.7 million of the related liability, which is presented in restructuring and other charges, net.

For the nine months ended September 30, 2020, this release largely offset a charge of $ 12.1 million resulting from a prejudgment interest-related award granted by the court on behalf of Wasica in intellectual property litigation in the second quarter of 2020.

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

Q2 2020 Global Restructure Program Other Total

3 unchanged sentences

Foreign currency remeasurement ( 171 ) ( 10 ) ( 181 )

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 )

Balance at September 30, 2021 $ 7,514 $ 1,514 $ 9,028

The severance liability as of September 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 nine months ended September 30, 2021 and 2020:

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Currency remeasurement (loss)/gain on net monetary assets $ ( 324 ) $ 5,422 $ 187 $ 5,878

Loss on foreign currency forward contracts ( 2,414 ) ( 1,060 ) ( 4,791 ) ( 4,424 )

(Loss)/gain on commodity forward contracts ( 6,495 ) 6,138 ( 6,462 ) 5,990

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

2 unchanged sentences

Other, net $ ( 9,403 ) $ 9,194 $ ( 47,788 ) $ ( 1,511 )

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 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").

The following table presents the provision for income taxes for the three and nine months ended September 30, 2021 and 2020:

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Provision for income taxes $ 21,840 $ 15,181 $ 49,759 $ 15,106

The increase in total tax for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 was primarily due to the increase in income before taxes.

The increase in total tax for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was predominantly due to the increase in income 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 recognized 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 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 tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings;

Federal limitations on interest deductions were reduced in connection with this legislation, and we recognized 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 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

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 and nine months ended September 30, 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 For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Basic weighted-average ordinary shares outstanding 158,394 157,220 158,122 157,335

2 unchanged sentences

Diluted weighted-average ordinary shares outstanding 159,479 157,979 159,351 157,990

___________________________________

(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.

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.

These potential ordinary shares 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

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Anti-dilutive shares excluded 9 1,680 8 1,868

Contingently issuable shares excluded 1,072 1,183 1,037 1,010

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

June 30, 2021 December 31, 2020

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

September 30, 2021 December 31, 2020

Finished goods $ 185,044 $ 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 June 30, 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 September 30, 2021 and 2020 were as follows:

Plans Non-U.S.

7 unchanged sentences

Loss on settlement 315 31 — — — 785 315 816

Loss on curtailment — — — 249 — — — 249

Net periodic benefit cost/(credit) $ 499 $ 256 $ ( 136 ) $ 91 $ 1,417 $ 1,938 $ 1,780 $ 2,285

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:

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

Plans Non-U.S.

7 unchanged sentences

Loss on settlement 3,294 4,363 — — — 2,344 3,294 6,707

Loss on curtailment — — — 249 — — — 249

Net periodic benefit cost/(credit) $ 4,068 $ 4,930 $ ( 408 ) $ ( 205 ) $ 5,105 $ 6,170 $ 8,765 $ 10,895

1 unchanged sentence

Refer to Note 6:

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

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

Maturity Date September 30, 2021 December 31, 2020

Term Loan September 20, 2026 $ 452,623 $ 456,096

21 unchanged sentences

Revolving Credit Facility

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.

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

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

6.25% Senior Notes redemption

2 unchanged sentences

Accordingly, we reflected the 6.25% Senior Notes as a current liability on our consolidated balance sheet as of December 31, 2020.

We redeemed the 6.25% Senior Notes on March 5, 2021 in accordance with the terms of the indenture under which the 6.25% Senior Notes were issued and the terms of the notice of redemption at a redemption price equal to 103.125 % of the aggregate principal amount of the outstanding 6.25% Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date.

principal amount of the outstanding 6.25% Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date.

In addition to the $ 750.0 million aggregate principal amount outstanding, at redemption we paid the $ 23.4 million premium and $ 2.6 million accrued interest.

31 unchanged sentences

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

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.

In the nine months ended September 30, 2021, in connection with the redemption of the 6.25% Senior Notes, we recognized 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 addition, 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 June 30, 2021 and December 31, 2020, accrued interest totaled $ 46.1 million and $ 53.6 million, respectively.

As of September 30, 2021 and December 31, 2020, accrued interest totaled $ 64.7 million and $ 53.6 million, respectively.

Commitments and Contingencies

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Shareholders' Equity

Treasury Shares

Ordinary and Treasury Shares

Our authorized share capital consists of 177,069 ordinary shares with a nominal value of € 0.01 per share.

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.

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

On April 2, 2020, we announced a temporary suspension of this share repurchase program.

We intend to resume our share repurchase program in the fourth quarter.

Accumulated Other Comprehensive Loss

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

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

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

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Other comprehensive income 18,651 3,978 22,629

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

Balance at September 30, 2021 $ 11,918 $ ( 38,824 ) $ ( 26,906 )

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

For the three months ended September 30, For the nine months ended September 30, Affected Line in Condensed Consolidated Statements of Operations

Component 2021 2020 2021 2020

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Foreign currency forward contracts ( 3,557 ) 3,371 ( 6,324 ) 1,796 Cost of revenue (1)

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

Total, before taxes ( 1,581 ) 2,746 3,492 ( 11,844 ) Income before taxes

Income tax effect 395 ( 687 ) ( 873 ) 2,961 Provision for income taxes

Total, net of taxes $ ( 1,186 ) $ 2,059 $ 2,619 $ ( 8,883 ) Net income

Defined benefit and retiree healthcare plans $ 863 $ 1,438 $ 5,263 $ 8,150 Other, net (2)

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

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

Income tax effect ( 269 ) ( 423 ) ( 1,285 ) ( 2,121 ) Provision for income taxes

Total, net of taxes $ 594 $ 1,015 $ 3,978 $ 6,029 Net income

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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 June 30, 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 September 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.

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Foreign currency forward contracts $ 19,070 $ 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 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.

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

In the third quarter of 2021, we reorganized our Sensing Solutions operating segment, moving the portion of our electrical protection product category that includes high voltage contactors, inverters, and battery management systems from the industrial business unit to a new business unit, Clean Energy Solutions.

We have concluded that this reorganization has not impacted our reportable or operating segment evaluations.

Clean Energy Solutions will focus on electric vehicle infrastructure, energy storage, smart grid, and renewable energy applications.

The reorganization was effective beginning July 1, 2021.

We evaluated our goodwill and other indefinite-lived intangible assets for impairment before and after the reorganization and determined that they were not impaired.

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 June 30, 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 September 30, 2021 and December 31, 2020.

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Carrying Value (1)

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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.

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Quanergy $ 50,000 $ 50,000

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("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.

Upon closing of the business combination, which is expected to be in the fourth quarter of 2021, subject to customary closing conditions and the effectiveness of a Registration Statement on Form S-4, 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 September 30, 2021.

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

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Hedges of Foreign Currency Risk

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:

For the three and nine months ended September 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 September 30, 2021, we estimated that $ 14.0 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2022.

As of September 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)

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

13.0 EUR September 28, 2021 October 29, 2021 Euro ("EUR") to USD 1.17 USD Not designated

383.8 EUR Various from November 19, 2019 to September 23, 2021 Various from October 29, 2021 to September 29, 2023 EUR to USD 1.19 USD Cash flow hedge

881.0 CNY September 27, 2021 October 29, 2021 USD to Chinese Renminbi ("CNY") 6.49 CNY Not designated

260.4 CNY Various from November 5, 2020 to January 5, 2021 Various from 10/19/21 to December 31, 2021 USD to CNY 6.68 CNY Cash flow hedge

518.0 JPY September 28, 2021 October 29, 2021 USD to Japanese Yen ("JPY") 111.59 JPY Not designated

21,416.7 KRW Various from November 19, 2019 to September 23, 2021 Various from October 29, 2021 to August 31, 2023 USD to Korean Won ("KRW") 1,149.75 KRW Cash flow hedge

26.0 MYR September 27, 2021 October 29, 2021 USD to Malaysian Ringgit ("MYR") 4.19 MYR Not designated

408.0 MXN September 28, 2021 October 29, 2021 USD to Mexican Peso ("MXN") 20.39 MXN Not designated

3,290.0 MXN Various from November 19, 2019 to September 23, 2019 Various from October 29, 2021 to September 29, 2023 USD to MXN 22.28 MXN Cash flow hedge

3.2 GBP September 28, 2021 October 29, 2021 British Pound Sterling ("GBP") to USD 1.35 USD Not Designated

52.4 GBP Various from November 19, 2019 to September 23, 2021 Various from October 29, 2021 to September 29, 2023 GBP to USD 1.34 USD Cash flow hedge

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Hedges of Commodity Risk

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 :

As of September 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 1,144,155 troy oz.

July 2021 - June 2023 $ 24.51

October 2021 - September 2023 $ 24.68

Gold 10,247 troy oz.

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

October 2021 - September 2023 $ 1,822.43

Nickel 247,207 pounds October 2021 - September 2023 $ 7.91

Aluminum 3,482,343 pounds October 2021 - September 2023 $ 1.06

Copper 4,355,707 pounds October 2021 - September 2023 $ 4.01

Platinum 12,880 troy oz.

July 2021 - June 2023 $ 1,045.46

October 2021 - September 2023 $ 1,032.88

Palladium 1,678 troy oz.

July 2021 - June 2023 $ 2,457.28

October 2021 - September 2023 $ 2,434.27

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 June 30, 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 September 30, 2021 and December 31, 2020:

Asset Derivatives Liability Derivatives

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

Balance Sheet Location September 30, 2021 December 31, 2020 Balance Sheet Location September 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 June 30, 2021 and 2020:

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 for the three months ended September 30, 2021 and 2020:

Derivatives designated as

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)

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

2021 2020 2021 2020

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Derivatives not designated as

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

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

Commodity forward contracts $ ( 6,495 ) $ 6,138 Other, net

Foreign currency forward contracts $ ( 2,414 ) $ ( 1,060 ) Other, net

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 for the nine months ended September 30, 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/(Loss) Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)

2021 2020 2021 2020

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Derivatives not designated as

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

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

Commodity forward contracts $ ( 6,462 ) $ 5,990 Other, net

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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 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.

As of September 30, 2021, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 12.1 million.

As of September 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"), 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.

Xirgo Technologies, LLC

On February 11, 2021, we entered into a securities purchase agreement (the "Xirgo 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 Xirgo SPA closed on April 1, 2021 for an aggregate cash purchase price of $ 401.7 million, subject to certain post-closing items.

The purchase price is net of $ 7.0 million related to employee retention, reflected in operating cash flows.

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

We are integrating Xirgo into our Performance Sensing reportable segment.

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

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The preliminary goodwill recognized as a result of this acquisition was approximately $ 177.3 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.

The amount of goodwill recognized 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.

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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.

Spear Power Systems

On August 23, 2021, we entered into a securities purchase agreement ("SPA") to acquire all of the outstanding equity interests of Spear Power Systems ("Spear") for $ 100 million plus $ 30 million of contingent consideration.

Spear is headquartered in Grandview, Missouri, and is a leader in electrification solutions, developing next generation scalable lithium-ion battery storage systems for demanding land, sea, and air applications.

The transaction contemplated by this SPA is subject to clearance under the Hart-Scott-Rodino Act and other customary closing conditions, and is expected to be completed in the fourth quarter of 2021.

The acquisition of Spear advances Sensata’s electrification portfolio and strategy into new clean energy markets.

Spear expands on Sensata’s acquisition of Lithium Balance in battery management systems and provides energy storage solutions for original equipment manufacturers ("OEMs") and system integrators in fast-growing end markets that offer significant growth opportunities.

Spear will be integrated into our Sensing Solutions Segment.

SmartWitness Holdings, Inc.

On October 4, 2021, we entered into an SPA to acquire all of the outstanding equity interests of SmartWitness Holdings, Inc.

("SmartWitness") for $ 191.4 million.

SmartWitness is headquartered in Schaumburg, Illinois and expands the capabilities of Sensata Insights into high growth video telematics applications, providing access to applications that will drive adoption of traditional and video telematics solutions.

SmartWitness will be integrated into the Performance Sensing reportable segment.

Segment Reporting

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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.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recorded in connection with acquisitions.

Corporate and other costs excluded from an operating segment’s performance are separately stated below and also include costs that are related to functional areas, such as finance, information technology, legal, and human resources.

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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 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

For the three months ended For the nine months ended

September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020

Performance Sensing $ 706,466 $ 580,936 $ 2,162,830 $ 1,534,832

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Restructuring and other charges, net ( 345 ) 10,519 ( 9,956 ) ( 32,197 )

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

Operating income 161,339 126,845 483,548 183,576

Interest expense, net ( 45,137 ) ( 44,129 ) ( 134,393 ) ( 124,340 )

Other, net ( 9,403 ) 9,194 ( 47,788 ) ( 1,511 )

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

Income before taxes $ 106,799 $ 91,910 $ 301,367 $ 57,725

Subsequent Events

On October 4, 2021, we entered into the SmartWitness SPA to acquire all of the outstanding equity interests of SmartWitness for $ 191.4 million.

Refer to Note 16:

Acquisitions for additional information.

Cautionary Statements Concerning Forward-Looking Statements

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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