What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-01 compared with 2022-08-01 · 224 added, 144 removed, 533 unchanged (41% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

September 30,

2022 December 31,

1 unchanged sentence

Cash and cash equivalents $ 1,103,916 $ 1,708,955

Accounts receivable, net of allowances of $ 26,448 and $ 17,003 as of June 30, 2022 and December 31, 2021, respectively

Accounts receivable, net of allowances of $ 33,828 and $ 17,003 as of September 30, 2022 and December 31, 2021, respectively

722,934 653,438

4 unchanged sentences

Goodwill 3,847,450 3,502,063

Other intangible assets, net of accumulated amortization of $ 2,351,560 and $ 2,277,393 as of June 30, 2022 and December 31, 2021, respectively

Other intangible assets, net of accumulated amortization of $ 2,361,199 and $ 2,277,393 as of September 30, 2022 and December 31, 2021, respectively

1,103,256 946,731

17 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 174,924 and 174,287 shares issued as of June 30, 2022 and December 31, 2021, respectively

Treasury shares, at cost, 19,269 and 16,438 shares as of June 30, 2022 and December 31, 2021, respectively

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 174,983 and 174,287 shares issued as of September 30, 2022 and December 31, 2021, respectively

Treasury shares, at cost, 21,615 and 16,438 shares as of September 30, 2022 and December 31, 2021, respectively

( 1,077,041 ) ( 832,439 )

1 unchanged sentence

Retained earnings 2,287,683 2,132,257

Accumulated other comprehensive loss ( 6,719 ) ( 19,560 )

Accumulated other comprehensive income/(loss) 4,187 ( 19,560 )

Total shareholders' equity 3,069,318 3,094,734

4 unchanged sentences

(In thousands, except per share amounts)

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Net revenue $ 1,018,268 $ 951,021 $ 3,014,586 $ 2,886,209

18 unchanged sentences

(In thousands)

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Net income $ 140,253 $ 84,959 $ 197,535 $ 251,608

8 unchanged sentences

(In thousands)

For the six months ended

June 30, 2022 June 30, 2021

For the nine months ended

September 30, 2022 September 30, 2021

Cash flows from operating activities:

3 unchanged sentences

Amortization of debt issuance costs 5,256 5,142

Gain on sale of business ( 135,112 ) —

Share-based compensation 24,180 18,871

17 unchanged sentences

Investment in debt and equity securities ( 7,773 ) ( 4,655 )

Proceeds from the sale of business, net of cash sold 198,841 —

Other 152 3,919

16 unchanged sentences

(In thousands)

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

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

Number Amount Number Amount

Balance as of March 31, 2022 174,583 $ 2,236 ( 17,576 ) $ ( 899,697 ) $ 1,831,497 $ 2,154,563 $ ( 16,282 ) $ 3,072,317

Balance as of June 30, 2022 174,924 $ 2,239 ( 19,269 ) $ ( 978,595 ) $ 1,841,925 $ 2,164,734 $ ( 6,719 ) $ 3,023,584

Surrender of shares for tax withholding — — ( 6 ) ( 257 ) — — — ( 257 )

7 unchanged sentences

Other comprehensive income — — — — — — 10,906 10,906

Balance as of June 30, 2022 174,924 $ 2,239 ( 19,269 ) $ ( 978,595 ) $ 1,841,925 $ 2,164,734 $ ( 6,719 ) $ 3,023,584

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

Balance as of September 30, 2022 174,983 $ 2,240 ( 21,615 ) $ ( 1,077,041 ) $ 1,852,249 $ 2,287,683 $ 4,187 $ 3,069,318

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

Number Amount Number Amount

9 unchanged sentences

Other comprehensive income — — — — — — 23,747 23,747

Balance as of June 30, 2022 174,924 $ 2,239 ( 19,269 ) $ ( 978,595 ) $ 1,841,925 $ 2,164,734 $ ( 6,719 ) $ 3,023,584

Balance as of September 30, 2022 174,983 $ 2,240 ( 21,615 ) $ ( 1,077,041 ) $ 1,852,249 $ 2,287,683 $ 4,187 $ 3,069,318

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, 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

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

10 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 table presents net revenue disaggregated by segment and end market for the three and six months ended June 30, 2022 and 2021:

For the three months ended June 30, 2022 For the three months ended June 30, 2021

The following table presents net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2022 and 2021:

For the three months ended September 30, 2022 For the three months ended September 30, 2021

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, 2022 For the six months ended June 30, 2021

For the nine months ended September 30, 2022 For the nine months ended September 30, 2021

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, 2022 and 2021:

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

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, 2022 and 2021:

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Stock options $ 158 $ 307 $ 467 $ 1,072

2 unchanged sentences

Equity Awards

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 Sensata Technologies Holding plc 2021 Equity Incentive Plan during the six months ended June 30, 2022:

Awards Granted To:

9 unchanged sentences

(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 January 2025 and June 2025.

(3) These PRSUs vest on various dates between April 2025 and June 2025.

These RSUs will fully vest on various dates between January 2025 and September 2025.

(3) These PRSUs vest on various dates between April 2025 and September 2025.

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

Restructuring and Other Charges, Net

The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2022 and 2021:

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

The following table presents the components of restructuring and other charges, net for the three and nine months ended September 30, 2022 and 2021:

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Q2 2020 Global Restructure Program charges $ — $ 3,098 $ — $ 8,752

2 unchanged sentences

Facility and other exit costs 2,181 541 4,470 1,832

Gain on sale of Qinex Business ( 135,112 ) — ( 135,112 ) —

Acquisition-related compensation arrangements 7,359 — 38,448 —

11,882 ( 3,427 ) 4,547 ( 1,354 )

1 unchanged sentence

___________________________________

(1) Primarily includes expenses related to compensation arrangements entered into concurrent with the closing of acquisitions, partially offset by gains relating to changes in the fair value of acquisition-related contingent consideration amounts.

(1) Primarily includes, in the three and nine months ended September 30, 2022, transaction-related charges to sell the Qinex Business, partially offset in the nine months ended September 30, 2022 by gains related to changes in the fair value of acquisition-related contingent consideration amounts.

Refer to Note 16:

Acquisitions and Divestitures for additional information.

The following table presents a rollforward of the severance portion of our restructuring obligations for the six months ended June 30, 2022.

The following table presents a rollforward of the severance portion of our restructuring obligations for the nine months ended September 30, 2022.

Q2 2020 Global Restructure Program Other Total

3 unchanged sentences

Foreign currency remeasurement ( 90 ) ( 281 ) ( 371 )

Balance as of June 30, 2022 $ 821 $ 2,425 $ 3,246

The severance liability as of June 30, 2022 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, 2022 and 2021:

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

Balance as of September 30, 2022 $ 634 $ 7,612 $ 8,246

The severance liability as of September 30, 2022 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, 2022 and 2021:

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Currency remeasurement (loss)/gain on net monetary assets $ ( 12,583 ) $ ( 324 ) $ ( 26,740 ) $ 187

Gain/(loss) on foreign currency forward contracts 6,178 ( 2,414 ) 8,100 ( 4,791 )

(Loss)/gain on commodity forward contracts ( 18,254 ) 1,186 ( 8,830 ) 33

Loss on commodity forward contracts ( 5,773 ) ( 6,495 ) ( 14,603 ) ( 6,462 )

Loss on debt financing ( 5,468 ) — ( 5,468 ) ( 30,066 )

3 unchanged sentences

Other, net $ ( 21,371 ) $ ( 9,403 ) $ ( 111,067 ) $ ( 47,788 )

The following table presents the provision for income taxes for the three and six months ended June 30, 2022 and 2021:

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

The following table presents the provision for income taxes for the three and nine months ended September 30, 2022 and 2021:

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Provision for income taxes $ 46,421 $ 21,840 $ 74,029 $ 49,759

4 unchanged sentences

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 six months ended June 30, 2022 and 2021 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 six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

For the three and nine months ended September 30, 2022 and 2021 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, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Basic weighted-average ordinary shares outstanding 154,474 158,394 156,124 158,122

4 unchanged sentences

These potential ordinary shares were as follows:

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Anti-dilutive shares excluded 1,917 9 1,116 8

Contingently issuable shares excluded 1,513 1,072 1,299 1,037

The following table presents the components of inventories as of June 30, 2022 and December 31, 2021:

The following table presents the components of inventories as of September 30, 2022 and December 31, 2021:

September 30,

2022 December 31,

4 unchanged sentences

Pension and Other Post-Retirement Benefits

The following table presents the components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended June 30, 2022 and 2021:

The following table presents the components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the three months ended September 30, 2022 and 2021:

Plans Non-U.S.

8 unchanged sentences

Net periodic benefit cost/(credit) $ 457 $ 499 $ ( 119 ) $ ( 136 ) $ 1,490 $ 1,417 $ 1,828 $ 1,780

The following table presents the components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the six months ended June 30, 2022 and 2021:

The following table presents the components of net periodic benefit cost/(credit) associated with our defined benefit and retiree healthcare plans for the nine months ended September 30, 2022 and 2021:

Plans Non-U.S.

10 unchanged sentences

Refer to Note 6:

The following table presents the components of long-term debt, finance lease and other financing obligations as of June 30, 2022 and December 31, 2021:

Maturity Date June 30,

The following table presents the components of long-term debt, finance lease and other financing obligations as of September 30, 2022 and December 31, 2021:

Maturity Date September 30,

2022 December 31,

12 unchanged sentences

April 15, 2029 1,000,000 1,000,000

5.875 % Senior Notes

September 1, 2030 500,000 —

debt discount, net of premium ( 3,740 ) ( 5,207 )

15 unchanged sentences

(ii) extended the maturity date of the Revolving Credit Facility to June 23, 2027 (which could be accelerated to June 22, 2026 if, prior to June 22, 2026, the term loan under the Credit Agreement (the "Term Loan") is not refinanced with a maturity date that is on or after June 23, 2027);

(iii) released the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions;

Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions;

(iv) replaced the LIBOR-based interest rates referenced by the Credit Agreement regarding revolving credit loans to (a) for revolving credit loans denominated in U.S.

1 unchanged sentence

and (v) certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement were modified to provide STI and its affiliates increased flexibility and permissions thereunder.

As of June 30, 2022, we had $ 746.1 million available under our $ 750.0 million Revolving Credit Facility, net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

As of September 30, 2022, we had $ 746.1 million available under 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, 2022, no amounts had been drawn against these outstanding letters of credit.

As of September 30, 2022, no amounts had been drawn against these outstanding letters of credit.

5.875 % Senior Notes

On August 29, 2022, STBV completed the issuance and sale of $ 500.0 million aggregate principal amount of 5.875 % senior notes due 2030 (the " 5.875 % Senior Notes").

The 5.875 % Senior Notes were issued under an indenture dated as of August 29, 2022 among STBV, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the " 5.875 % Senior Notes Indenture").

The 5.875 % Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries to, among other things:

engage in sale and leaseback transactions;

with respect to any subsidiary of STBV, incur indebtedness without such subsidiary’s guaranteeing the 5.875 % Senior Notes;

or consolidate, merge with, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of their properties or assets to, another person.

These covenants are subject to important exceptions and qualifications set forth in the 5.875 % Senior Notes Indenture.

The 5.875 % Senior Notes bear interest at 5.875 % per year and mature on September 1, 2030.

Interest is payable semi-annually on September 1 and March 1 of each year, commencing on March 1, 2023.

The 5.875 % Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the senior secured credit facilities (the "Senior Secured Credit Facilities") of STI and an issuer or a guarantor under our existing senior notes as follows:

STBV's 5.625 % Senior Notes due 2024, 5.0 % Senior Notes due 2025, and 4.0 % Senior Notes due 2029;

and STI's 4.375 % Senior Notes due 2030 and 3.75 % Senior Notes due 2031.

At any time, and from time to time, prior to September 1, 2025, STBV may redeem the 5.875 % Senior Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 5.875 % Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

At any time on or after September 1, 2025, STBV may redeem the 5.875 % Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, up to but excluding the redemption date:

Period beginning September 1, Price

2025 102.398 %

2026 101.469 %

2027 and thereafter 100.000 %

In addition, at any time prior to September 1, 2025, STBV may redeem up to 40 % of the principal amount of the outstanding 5.875 % Senior Notes (including additional 5.875 % Senior Notes, if any) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 105.875 %, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60 % of the aggregate principal amount of the 5.875 % Senior Notes (including additional 5.875 % Senior Notes, if any) remains outstanding immediately after each such redemption.

Upon the occurrence of certain changes in control, each holder of the 5.875 % Senior Notes will have the right to require STBV to repurchase the 5.875 % Senior Notes at 101 % of their principal amount plus accrued and unpaid interest, if any, up to but excluding the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STBV may, at its option, redeem the 5.875 % Senior Notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the redemption date, premium, if any, and all Additional Amounts (as defined in the 5.875 % Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

4.875 % Senior Notes Redemption

On August 29, 2022, we announced that we intended to redeem in full the $ 500.0 million aggregate principal amount outstanding on our 4.875 % senior notes due 2023 (the " 4.875 % Senior Notes").

We redeemed the 4.875 % Senior Notes on September 28, 2022 in accordance with the terms of the indenture under which the 4.875 % Senior Notes were issued and the terms of the notice of redemption at a price of 101.0 % of the aggregate principal amount of the outstanding 4.875 % Senior Notes (which includes the applicable premium), plus accrued and unpaid interest to (but not including) the redemption date.

Accounting for Debt Financing Transactions

In the six months ended June 30, 2022, in connection with the entry into the Eleventh Amendment, we recognized $ 2.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

In the six months ended June 30, 2021, in connection with the redemption of $ 750.0 million aggregate principal amount of 6.25 % senior notes due 2026 (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.

We account for our debt financing transactions as disclosed in Note 2:

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2021 Annual Report.

In the nine months ended September 30, 2022, in connection with the entry into the Eleventh Amendment, we recognized $ 2.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

In the three months ended September 30, 2022, in connection with the issuance of the 5.875 % Senior Notes, we capitalized $ 5.9 million of deferred financing costs, which are presented on the condensed consolidated balance sheets as a reduction of long-term debt.

In connection with the redemption of the 4.875 % Senior Notes, we recognized a loss of $ 5.5 million, presented in other, net, related to the redemption premium of $ 5.0 million and the write-off of unamortized deferred financing costs and debt discounts.

In the nine months ended September 30, 2021, in connection with the redemption of $ 750.0 million aggregate principal amount of 6.25 % senior notes due 2026 (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.

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, 2022 and December 31, 2021, accrued interest totaled $ 44.5 million and $ 45.1 million, respectively.

As of September 30, 2022 and December 31, 2021, accrued interest totaled $ 54.9 million and $ 45.1 million, respectively.

Commitments and Contingencies

3 unchanged sentences

Cash Dividends

On May 25, 2022, we paid a cash dividend of $ 0.11 per share, or $ 17.2 million in aggregate, to shareholders of record as of May 11, 2022.

On August 24, 2022, we paid a cash dividend of $ 0.11 per share, or $ 17.0 million in aggregate, to shareholders of record as of August 10, 2022.

Treasury Shares

1 unchanged sentence

On January 20, 2022, we announced that our Board of Directors had authorized a new $ 500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the previous $ 500.0 million program approved in July 2019, which had availability of $ 254.5 million as of December 31, 2021.

As of June 30, 2022, $ 370.6 million remained available for repurchase under the January 2022 Program.

Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive loss for the six months ended June 30, 2022:

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

As of September 30, 2022, $ 272.2 million remained available for repurchase under the January 2022 Program.

Accumulated Other Comprehensive Income/(Loss)

The following table presents the components of accumulated other comprehensive income/(loss) for the nine months ended September 30, 2022:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Income/(Loss)

Balance as of December 31, 2021 $ 16,831 $ ( 36,391 ) $ ( 19,560 )

Other comprehensive income before reclassifications, net of tax 48,437 — 48,437

Reclassifications from accumulated other comprehensive loss, net of tax ( 14,078 ) 808 ( 13,270 )

Reclassifications from accumulated other comprehensive income/(loss), net of tax ( 26,075 ) 1,385 ( 24,690 )

Other comprehensive income 22,362 1,385 23,747

Balance as of June 30, 2022 $ 28,864 $ ( 35,583 ) $ ( 6,719 )

The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021:

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

Balance as of September 30, 2022 $ 39,193 $ ( 35,006 ) $ 4,187

The following table presents the amounts reclassified from accumulated other comprehensive income/(loss) for the three and nine months ended September 30, 2022 and 2021:

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

Component 2022 2021 2022 2021

10 unchanged sentences

(1) Refer to Note 15:

Derivative Instruments and Hedging Activities for additional information on amounts to be reclassified from accumulated other comprehensive loss in future periods.

Derivative Instruments and Hedging Activities for additional information on amounts to be reclassified from accumulated other comprehensive income/(loss) in future periods.

(2) Refer to Note 10:

2 unchanged sentences

Measured on a Recurring Basis

The fair values of our derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 are shown in the below table.

The fair values of our derivative assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 are shown in the below table.

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

September 30,

2022 December 31,

26 unchanged sentences

The intrinsic value of the Warrants, reflecting the $ 0.01 exercise price, was $ 17.6 million, which was recorded as deferred income.

A summary of our investment in Quanergy is presented in the table below, as of June 30, 2022 (at $ 0.41 per share), March 31, 2022 (at $ 1.84 per share), February 8, 2022 (at $ 7.05 per share), and December 31, 2021.

Our investment in Quanergy is presented in other assets on our condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021.

2022 March 31,

The following table presents a summary of our investment in Quanergy, presented in other assets on our condensed consolidated balance sheets, at certain dates since December 31, 2021:

September 30,

2022 June 30,

2022 February 8,

2022 December 31,

Price per share (1)

$ 0.21 $ 0.41 $ 7.05 N/A

Total shares of Quanergy held, including Warrants (in millions) (1)

8.25 8.25 8.25 N/A

Series B Investment $ — $ — $ — $ 50,000

2 unchanged sentences

PIPE investment 155 308 7,500 —

— 4,575 17,600 —

Total equity investment in Quanergy $ 1,708 $ 3,383 $ 75,100 $ 50,000

___________________________________

(1) Represents common share price and shares held, unadjusted for a 1-to-20 reverse stock split effective after market close on October 6, 2022.

Upon execution of the reverse stock split, our holdings of Quanergy common stock (including the PIPE investment) declined to approximately 0.4 million shares, with no impact on fair value.

The split-adjusted stock price after close of business on September 30, 2022 was $ 4.14 per share.

Beginning October 7, 2022, Quanergy common stock began trading on a split-adjusted basis.

(2) In the three months ended June 30, 2022, we converted the Warrants into common shares.

Accordingly, as of June 30, 2022, we had 7.5 million common shares outstanding (excluding the PIPE investment), compared to 5.0 million common shares outstanding as of March 31, 2022.

For the three and six months ended June 30, 2022, we recorded losses (presented in in other, net on our condensed consolidated statements of operations) to adjust the carrying value of our aggregate investment in Quanergy to its fair value at June 30, 2022 as follows:

For the three months ended June 30, 2022 For the six months ended June 30, 2022

Accordingly, as of September 30, 2022, we had 7.5 million common shares outstanding (excluding the PIPE investment), compared to 5.0 million common shares outstanding as of February 8, 2022.

The following table presents a summary of recorded losses related to our equity investment in Quanergy, presented in other, net on our condensed consolidated statements of operations:

For the three months ended September 30, 2022 For the nine months ended September 30, 2022

Mark-to-market loss $ ( 1,675 ) $ ( 73,392 )

4 unchanged sentences

We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2021 and determined that they were not impaired.

No events or changes in circumstances occurred in the six months ended June 30, 2022 that would have triggered the need for an additional impairment review of our goodwill and other indefinite-lived intangible assets.

No events or changes in circumstances occurred in the nine months ended September 30, 2022 that would have triggered the need for an additional impairment review of our goodwill and other indefinite-lived intangible assets.

In July 2022, we sold various assets and liabilities comprising our semiconductor test and thermal business (collectively, the “Qinex Business”).

Refer to Note 16:

Acquisitions and Divestitures for additional information.

We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.

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, 2022 and December 31, 2021.

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, 2022 and December 31, 2021.

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Carrying Value (1)

13 unchanged sentences

$ 1,000,000 $ 820,000 $ 1,000,000 $ 1,022,500

5.875 % Senior Notes

$ 500,000 $ 463,750 $ — $ —

___________________________________

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

3 unchanged sentences

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.

September 30,

2022 December 31,

3 unchanged sentences

___________________________________

(1) As of June 30, 2022, Quanergy is no longer classified as an equity investment without a readily determinable fair value.

(1) As of September 30, 2022, Quanergy is no longer classified as an equity investment without a readily determinable fair value.

See additional discussion under the heading Quanergy elsewhere in this Note.

1 unchanged sentence

Hedges of Foreign Currency Risk

For the three and six months ended June 30, 2022 and 2021, 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, 2022, we estimated that $ 34.8 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2023.

As of June 30, 2022, we had the following outstanding foreign currency forward contracts:

For the three and nine months ended September 30, 2022 and 2021, 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, 2022, we estimated that $ 46.4 million of net gains will be reclassified from accumulated other comprehensive income/(loss) to earnings during the twelve-month period ending September 30, 2023.

As of September 30, 2022, 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)

21.0 EUR June 28, 2022 July 29, 2022 Euro ("EUR") to USD 1.05 USD Not designated

358.9 EUR Various from August 2020 to June 2022 Various from July 2022 to June 2024 EUR to USD 1.17 USD Cash flow hedge

388.0 CNY June 27, 2022 July 29, 2022 USD to Chinese Renminbi ("CNY") 6.70 CNY Not designated

756.2 CNY Various from October 2021 to March 2022 Various from July 2022 to December 2022 USD to CNY 6.46 CNY Cash flow hedge

60.0 JPY June 28, 2022 July 29, 2022 USD to Japanese Yen ("JPY") 135.93 JPY Not designated

24,760.0 KRW Various from August 2020 to June 2022 Various from July 2022 to May 2024 USD to Korean Won ("KRW") 1,191.72 KRW Cash flow hedge

22.0 MYR June 27, 2022 July 29, 2022 USD to Malaysian Ringgit ("MYR") 4.40 MYR Not designated

70.0 MXN June 28, 2022 July 29, 2022 USD to Mexican Peso ("MXN") 20.13 MXN Not designated

3,458.7 MXN Various from August 2020 to June 2022 Various from July 2022 to June 2024 USD to MXN 22.15 MXN Cash flow hedge

10.0 GBP June 28, 2022 July 29, 2022 British Pound Sterling ("GBP") to USD 1.22 USD Not Designated

60.0 GBP Various from August 2020 to June 2022 Various from July 2022 to June 2024 GBP to USD 1.33 USD Cash flow hedge

32.0 EUR September 28, 2022 October 31, 2022 Euro ("EUR") to USD 0.96 USD Not designated

364.7 EUR Various from October 2020 to September 2022 Various from October 2022 to September 2024 EUR to USD 1.13 USD Cash flow hedge

471.0 CNY September 27, 2022 October 31, 2022 USD to Chinese Renminbi ("CNY") 7.14 CNY Not designated

378.1 CNY Various from October 2021 to March 2022 Various from October to December 2022 USD to CNY 6.47 CNY Cash flow hedge

21,673.3 KRW Various from November 2020 to September 2022 Various from October 2022 to August 2024 USD to Korean Won ("KRW") 1,208.00 KRW Cash flow hedge

23.0 MYR September 27, 2022 October 31, 2022 USD to Malaysian Ringgit ("MYR") 4.63 MYR Not designated

266.0 MXN September 28, 2022 October 31, 2022 USD to Mexican Peso ("MXN") 20.43 MXN Not designated

3,525.3 MXN Various from October 2020 to September 2022 Various from October 2022 to September 2024 USD to MXN 22.20 MXN Cash flow hedge

10.0 GBP September 28, 2022 October 31, 2022 British Pound Sterling ("GBP") to USD 1.06 USD Not Designated

60.2 GBP Various from October 2020 to September 2022 Various from October 2022 to September 2024 GBP to USD 1.29 USD Cash flow hedge

___________________________________

2 unchanged sentences

Hedges of Commodity Risk

As of June 30, 2022, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815:

As of September 30, 2022, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815:

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

Silver 983,717 troy oz.

July 2022 - May 2024 $ 24.58

October 2022 to July 2024 $ 23.89

Gold 7,757 troy oz.

July 2022 - May 2024 $ 1,862.15

Nickel 273,088 pounds July 2022 - May 2024 $ 9.94

Aluminum 4,353,117 pounds July 2022 - May 2024 $ 1.23

Copper 8,450,120 pounds July 2022 - May 2024 $ 4.32

October 2022 to July 2024 $ 1,861.62

Nickel 255,206 pounds October 2022 to July 2024 $ 10.27

Aluminum 4,225,448 pounds October 2022 to July 2024 $ 1.23

Copper 8,124,126 pounds October 2022 to July 2024 $ 4.23

Platinum 11,503 troy oz.

July 2022 - May 2024 $ 1,023.00

October 2022 to July 2024 $ 1,000.80

Palladium 1,340 troy oz.

July 2022 - May 2024 $ 2,344.77

October 2022 to July 2024 $ 2,291.99

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, 2022 and December 31, 2021:

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, 2022 and December 31, 2021:

Asset Derivatives Liability Derivatives

Balance Sheet Location June 30,

Balance Sheet Location September 30,

2022 December 31,

2021 Balance Sheet Location June 30,

2021 Balance Sheet Location September 30,

2022 December 31,

9 unchanged sentences

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 for the three months ended June 30, 2022 and 2021:

Derivatives designated as

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

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

2022 2021 2022 2021

5 unchanged sentences

Foreign currency forward contracts $ 6,178 $ ( 2,414 ) Other, net

Derivatives designated as

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

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

2022 2021 2022 2021

7 unchanged sentences

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, 2022, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 18.6 million.

As of June 30, 2022, we had no t posted any cash collateral related to these agreements.

As of September 30, 2022, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 27.8 million.

As of September 30, 2022, 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.

3 unchanged sentences

Using a present value technique, we estimated the acquisition-date fair value of the contingent consideration arrangement to be $ 8.6 million, which is reflected in the aggregate purchase price.

As of June 30, 2022, having evaluated updated financial forecasts, we determined that the fair value of the contingent consideration arrangement was $ 0.0 million .

Changes to the fair value of this contingent consideration arrangement, subsequent to its acquisition-date fair value, are recognized in earnings and presented in restructuring and other charges, net.

As of September 30, 2022, having evaluated updated financial forecasts, and have determined that the fair value of the contingent consideration arrangement as of September 30, 2022 is $ 0.0 million , which is unchanged from its fair value as of June 30, 2022.

Accordingly, a gain of $ 8.6 million for the nine months ended September 30, 2022 was recognized in earnings and presented in restructuring and other charges, net.

We are integrating Spear into the Sensing Solutions reportable segment.

As of June 30, 2022, the allocation of purchase price of Spear is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets.

As of September 30, 2022, the allocation of purchase price of Spear 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.

6 unchanged sentences

We are integrating SmartWitness into the Performance Sensing reportable segment.

As of June 30, 2022, the allocation of purchase price of SmartWitness is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of tangible and intangible assets.

As of September 30, 2022, the allocation of purchase price of SmartWitness 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.

4 unchanged sentences

("Elastic M2M") for an aggregate cash purchase price of $ 51.6 million, subject to certain post-closing items.

In addition to the aggregate cash purchase price, the previous shareholders of Elastic M2M are entitled to up to $ 30.0 million of additional acquisition-related incentive compensation, pending the completion of certain technical milestones in fiscal year 2022 and achievement of financial targets

in fiscal years 2022 and 2023.

In three and six months ended June 30, 2022, we recognized $ 3.4 million and $ 18.4 million, respectively, of that acquisition-related incentive compensation.

In three and nine months ended September 30, 2022, we recognized $ 2.0 million and $ 20.4 million, respectively, of that acquisition-related incentive compensation.

This incentive compensation is recorded in restructuring and other charges, net.

We paid $ 15.0 million of this acquisition-related incentive compensation in the six months ended June 30, 2022, which is reflected as an operating cash outflow on our condensed consolidated statement of cash flows for the six months ended June 30, 2022.

We paid $ 15.0 million of this acquisition-related incentive compensation in the nine months ended September 30, 2022, which is reflected as an operating cash outflow on our condensed consolidated statement of cash flows.

Elastic M2M is a privately-held innovator of connected intelligence for operational assets across heavy-duty transport, warehouse, supply chain and logistics, industrial, light-duty passenger car, and a variety of other industry segments.

10 unchanged sentences

Fair value of net assets acquired $ 51,618

The allocation of purchase price of Elastic M2M is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of 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 of $ 24.7 million recognized as a result of this acquisition represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

The goodwill recognized in this acquisition will not be deductible for tax purposes.

In connection with the preliminary 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 preliminary estimated fair values, and weighted-average lives:

7 unchanged sentences

These valuation methods incorporate assumptions including expected discounted future net 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.

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

The goodwill recognized in this acquisition will not be deductible for tax purposes.

Dynapower Company, LLC

On April 22, 2022, we entered into a stock purchase agreement (the "SPA") to acquire all of the outstanding equity interests of Dynapower Company, LLC ("Dynapower"), a leader in power conversion systems including inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications.

On July 12, 2022, we completed the acquisition of all of the outstanding equity interests of DP Acquisition Corp ("Dynapower"), a leader in power conversion systems including inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications, for an aggregate cash purchase price of $ 577.7 million, subject to certain post-closing items.

Dynapower also provides aftermarket sales and service to maintain its equipment in the field.

Dynapower will be a foundational addition to our Clean Energy Solutions strategy and will complement our recent acquisitions of GIGAVAC, Lithium Balance, and Spear.

We expect to integrate Dynapower into our Sensing Solutions reportable segment.

The transaction contemplated by the SPA closed on July 12, 2022 for an aggregate purchase price of $ 580 million of cash consideration, subject to certain post-closing

Due to the 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 .

We are integrating Dynapower into our Sensing Solutions 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:

Net working capital, excluding cash $ 25,333

Goodwill 357,380

Other intangible assets 229,100

Net long-term other liabilities ( 38,483 )

Fair value of net assets acquired, excluding cash and cash equivalents 573,330

Cash and cash equivalents 4,410

Fair value of net assets acquired $ 577,740

The allocation of purchase price of Dynapower is preliminary and is based on management’s judgments after evaluating several factors, including preliminary valuation assessments of 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 $ 357.4 million, which represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

The goodwill recognized in this acquisition will not be deductible for tax purposes.

In connection with the preliminary 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 $ 145,600 11

Completed technologies 75,700 10

Tradenames 7,800 10

Total definite-lived intangible assets acquired $ 229,100 11

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

We primarily 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.

Divestiture - Qinex Business

On May 27, 2022, we entered into an asset purchase agreement with Boyd Corporation to sell our semiconductor test and thermal business (the "Qinex Business") for total consideration of approximately $ 219.0 million, subject to working capital and other adjustments.

The transaction closed in July 2022.

The assets and liabilities of the Qinex Business constitute a disposal group that meets the held for sale criteria described in FASB ASC Topic 360, Property, Plant and Equipment as of June 30, 2022.

However, total assets held for sale of approximately $ 70 million (including allocated goodwill of approximately $ 45 million based on preliminary valuation assessments) and total liabilities held for sale of approximately $ 2 million were not deemed material for separate presentation on our condensed consolidated balance sheet as of June 30, 2022.

The final allocation of goodwill will be completed when the final valuations are completed.

We have not finalized the calculation of gain on the transaction but preliminarily expect it to be between approximately $ 125 million and $ 150 million.

On May 27, 2022, we executed an asset purchase agreement (the "APA") whereby we agreed to sell the Qinex Business to LTI Holdi ngs, Inc.

("LTI") in exchange for consideration of approximately $ 219.0 million, subject to working capital and other adjustments.

Concurrent with the execution of the APA, the parties entered into a Contract Manufacturing Agreement ("CMA") and a Transition Services Agreement ("TSA"), each for nominal consideration.

The CMA commenced at closing of the transaction ("Closing") and has a term of either six or nine months , depending on the manufacturing site.

LTI also has the option of extending each contract for an additional three months .

The period from Closing to the end of the CMA term (including extensions, if any) is referred to as the "Transition Period." The terms of the CMA require that we provide manufacturing and distribution services for the Transition Period.

The TSA commences at Closing and has a term that varies depending on the nature of the support services, ranging from one month to the entirety of the Transition Period.

The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to LTI.

Closing occurred in July 2022, at which time assets of approximately $ 70 million (including allocated goodwill of $ 45 million) and liabilities of approximately $ 2 million transferred to LTI.

Transferred assets and liabilities excluded inventories and accounts payable, which will transfer to LTI at the end of the Transition Peri od.

We received cash consideration of $ 198.8 million at Closing, which is presented as an investing cash flow for the nine months ended September 30, 2022.

Cash consideration received at Closing excludes amounts held in escrow until various milestones are met through the Transition Period.

We received an additional $ 5.0 million in August 2022 following fulfillment of a portion of our TSA obligations, which is presented as an operating cash inflow.

In the three months ended September 30, 2022, we recognized a pre-tax gain of approximately $ 135.1 million.

In the three and nine months ended September 30, 2022, we recognized approximately $ 13.5 million and $ 15.6 million, respectively, of transaction-related charges to sell the Qinex Business.

Each of the gain on sale and transaction costs are presented in restructuring and other charges, net in our condensed consolidated statements of operations for the three and nine months ended September 30, 2022.

Refer to Note 5:

Restructuring and Other Charges, Net .

The Qinex Business manufactures semiconductor burn-in test sockets and thermal control solutions and was formed through the combination of Sensata’s semiconductor interconnect business with Wells-CTI in 2012.

The Qinex Business is included in our Sensing Solutions segment (and Industrial Solutions reporting unit).

We allocated goodwill to the Qinex Business based on its fair value relative to the fair value of the remaining Industrial Solutions reporting unit.

We determined that the fair value of the Qinex Business, less costs to sell, exceeded the carrying amount of the related disposal group.

The Qinex Business was included in our Sensing Solutions segment (and Industrial Solutions reporting unit).

We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.

Segment Reporting

9 unchanged sentences

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2021 Annual Report.

The following table presents net revenue and segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the three and six months ended June 30, 2022 and 2021:

For the three months ended For the six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

For the three months ended For the nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Performance Sensing $ 754,527 $ 706,466 $ 2,219,106 $ 2,162,830

12 unchanged sentences

Income before taxes $ 186,674 $ 106,799 $ 271,564 $ 301,367

Subsequent Events

In July 2022, we completed the sale of the Qinex Business and the acquisition of Dynapower.

Refer to Note 16:

Acquisitions and Divestitures for additional information on these transactions.

Cautionary Statements Concerning Forward-Looking Statements

9 unchanged sentences

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