Sensata Technologies Holding plc 10-Q for FY2025 Q2
Sensata Technologies Holding plc (ST)
10-Q
2025-07-29
For: 2025-06-30
View Original
Added on
April 04, 2026
About this 10-Q
Sensata Technologies Holding plc filed this 10-Q on July 29, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $943.38M
- down 8.9% from $1.04B a year earlier
- Net income
- $60.67M
- down 15.4% from net income of $71.7M a year earlier
- Diluted EPS
- $0.41
- down 12.8% from $0.47 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-34652
_________________________________________________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
(Address of principal executive offices, including zip code)
+1 (508 ) 236 3800
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
_____________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 16, 2025, 145,639,006 ordinary shares were outstanding.
TABLE OF CONTENTS
| PART I | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
2
PART I—FINANCIAL INFORMATION
Item 1.Financial Statements.
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
Other intangible assets, net of accumulated amortization of $ | |||||||||||
| Deferred income tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt and finance lease obligations | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Income taxes payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Pension and other post-retirement benefit obligations | |||||||||||
| Finance lease obligations, less current portion | |||||||||||
| Long-term debt, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Shareholders’ equity: | |||||||||||
Ordinary shares, € | |||||||||||
Treasury shares, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Restructuring and other charges, net | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(unaudited)
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax: | |||||||||||||||||||||||
| Cash flow hedges | ( | ( | ( | ( | |||||||||||||||||||
| Defined benefit and retiree healthcare plans | |||||||||||||||||||||||
Currency translation adjustment | ( | ( | |||||||||||||||||||||
| Other comprehensive income/(loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
| For the six months ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of debt issuance costs | |||||||||||
Loss on sale of business | |||||||||||
| Share-based compensation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Deferred income taxes | |||||||||||
Loss on equity investments, net | |||||||||||
| Other non-cash loss/(gain), net | ( | ||||||||||
Changes in operating assets and liabilities, net of the effects of divestitures: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Income taxes payable | ( | ||||||||||
| Other | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant and equipment and capitalized software | ( | ( | |||||||||
| Proceeds from the sale of business, net of cash sold | |||||||||||
| Other | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from exercise of stock options and issuance of ordinary shares | |||||||||||
| Payment of employee restricted stock tax withholdings | ( | ( | |||||||||
| Proceeds from borrowings on debt | |||||||||||
| Payments on debt | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Payments to repurchase ordinary shares | ( | ( | |||||||||
| Purchase of noncontrolling interest in joint venture | ( | ||||||||||
| Payments of debt financing costs | ( | ||||||||||
| Net cash (used in)/provided by financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net change in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of year | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
(In thousands)
(unaudited)
| Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/ Income | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2024 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interest in joint venture | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SENSATA TECHNOLOGIES HOLDING PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
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, a public limited company incorporated under the laws of England and Wales, and its consolidated 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. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Annual Report").
We present financial information for two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"). Additionally, our business strategy involves leveraging new and emerging technologies, which complement our existing product offerings, and we refer to these trends collectively as “megatrends.” Our operating segments’ performance is primarily evaluated based on segment operating income. In the three months ended March 31, 2025, we realigned the definition of segment operating income to include megatrend costs, which were previously excluded from segment operating income and included in corporate and other costs. Prior period amounts in this Quarterly Report on Form 10-Q have been recast to reflect this realignment and to conform to current year presentation. Refer to Note 15: Segment Reporting for additional information.
All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. Certain prior period amounts have been recast to conform to current year presentation.
2. New Accounting Standards
In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures, which requires (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) disclosure of income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 also includes certain other updates to improve the effectiveness of income tax disclosures. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, with retrospective application also a permitted option. The Company is currently evaluating the impact that the adoption of ASU No. 2023-09 will have on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03 Income Statement (Topic 220): Reporting Comprehensive Income, which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU No. 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Operations. However, the update requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU No. 2024-03 will have on its consolidated financial statements and disclosures.
8
3. Revenue Recognition
The following table presents net revenue disaggregated by end market for the three and six months ended June 30, 2025 and 2024:
| For the three months ended June 30, 2025 | For the three months ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| PS | SS | Other | Total | PS | SS | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| Automotive | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| HVOR | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||||||||||||||||||||||||||
| HVAC | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Aerospace | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| PS | SS | Other | Total | PS | SS | Other | Total | |||||||||||||||||||||||||||||||||||||||||||
| Automotive | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| HVOR | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||||||||||||||||||||||||||
| HVAC | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Aerospace | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
4. 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, 2025 and 2024:
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
| Restricted securities | |||||||||||||||||||||||
| Share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
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") during the six months ended June 30, 2025:
| Awards Granted To: | Type of Award | Number of Units Granted (in thousands) | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||
Directors, various executives, and employees | RSU (1) | $ | ||||||||||||||||||||||||
| Various executives and employees | RSU (2) | $ | ||||||||||||||||||||||||
| Various executives and employees | PRSU (3) | $ | ||||||||||||||||||||||||
| Various executives and employees | PRSU (4) | $ | ||||||||||||||||||||||||
____________________________________
(1) These awards cliff vest up to one year from the grant date (various dates between January 2026 and June 2026).
(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 2028 and June 2028.
(3) These PRSUs vest in April 2028. The number of units that ultimately vest will be between 0 % and 150 % and is dependent on the achievement of certain performance criteria.
(4) These awards include certain PRSUs with market performance conditions that will be evaluated relative to the performance of certain peers as defined in the award agreement. The number of units that ultimately vest (in April 2028) will be from
9
5. Restructuring and Other Charges, Net
2H 2024 Plan
In the year ended December 31, 2024, we committed to a plan to reorganize our business (the “2H 2024 Plan”). The 2H 2024 Plan, consisting of involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end markets and to take active measures to accelerate our margin recovery.
The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, are expected to impact approximately 240 positions. Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between $15.5 million and $16.5 million, primarily related to reductions-in-force. The majority of the actions under the 2H 2024 Plan are expected to be completed on or before December 31, 2025. We expect to settle these charges with cash on hand.
Q3 2023 Plan
In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”). The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities.
The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, impacted 505 positions. Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $26.7 million and $27.6 million, primarily related to reductions-in-force. The majority of the actions under the Q3 2023 Plan are expected to be completed on or before December 31, 2025. We expect to settle these charges with cash on hand.
Summary
The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2025, and 2024:
___________________________________
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
2H 2024 Plan, net | $ | $ | $ | $ | |||||||||||||||||||
Q3 2023 Plan, net | ( | ||||||||||||||||||||||
| Other restructuring and other charges, net | |||||||||||||||||||||||
Severance charges, net | |||||||||||||||||||||||
| Facility and other exit costs | |||||||||||||||||||||||
Loss on sale of business | |||||||||||||||||||||||
Acquisition-related compensation arrangements (1) | |||||||||||||||||||||||
Other | ( | ||||||||||||||||||||||
| Restructuring and other charges, net | $ | $ | $ | $ | |||||||||||||||||||
(1) Acquisition-related compensation arrangements consist of incentive compensation to previous owners of companies we have acquired. Payment is generally tied to technical and/or financial targets set at the time of acquisition.
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The following table presents a rollforward of our severance liability, which is primarily related to the 2H 2024 Plan, for the six months ended June 30, 2025:
| Total | ||||||||||||||
| Balance as of December 31, 2024 | ||||||||||||||
| Charges, net of reversals | ||||||||||||||
| Payments | ( | |||||||||||||
| Foreign currency remeasurement | ||||||||||||||
Balance as of June 30, 2025 | $ | |||||||||||||
The severance liability as of June 30, 2025 and December 31, 2024 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.
Other
6. Other, Net
The following table presents the components of other, net for the three and six months ended June 30, 2025 and 2024:
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Currency remeasurement gain/(loss) on net monetary assets | $ | $ | $ | ( | $ | ||||||||||||||||||
| Loss on foreign currency forward contracts | ( | ( | ( | ( | |||||||||||||||||||
| Gain on commodity forward contracts | |||||||||||||||||||||||
Gain/(loss) on equity investments, net (1) | ( | ( | |||||||||||||||||||||
| Net periodic benefit cost, excluding service cost | ( | ( | ( | ( | |||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Other, net | $ | $ | $ | $ | ( | ||||||||||||||||||
___________________________________
(1) The six months ended June 30, 2024 primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in FASB ASC Topic 321, Investments—Equity Securities. Refer to Note 13: Fair Value Measures for additional information.
7. Income Taxes
The following table presents the provision for income taxes for the three and six months ended June 30, 2025 and 2024:
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Provision for income taxes | $ | $ | $ | $ | |||||||||||||||||||
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 and tax credits, and (c) changes in withholding taxes on unremitted earnings.
In July 2025, the U.S. enacted the One Big Beautiful Bill Act, which introduced significant changes to the federal tax code such as the permanent extension of select Tax Cuts and Jobs Act measures, updates to international tax rules, and the reinstatement of favorable business tax treatments. The One Big Beautiful Bill Act includes multiple effective dates, with some provisions
11
retroactive to January 1, 2025, and others will become effective through 2027. The Company is currently evaluating the impact on our consolidated financial statements and disclosures.
8. 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 six months ended June 30, 2025 and 2024 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, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Basic weighted-average ordinary shares outstanding | |||||||||||||||||||||||
| Dilutive effect of stock options | |||||||||||||||||||||||
| Dilutive effect of unvested restricted securities | |||||||||||||||||||||||
| Diluted weighted-average ordinary shares outstanding | |||||||||||||||||||||||
Net income and net income per share are presented in the condensed consolidated statements of operations.
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, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Anti-dilutive shares excluded | |||||||||||||||||||||||
| Contingently issuable shares excluded | |||||||||||||||||||||||
9. Inventories
The following table presents the components of inventories as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| Inventories | $ | $ | |||||||||
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10. Debt
The following table presents the components of long-term debt, net and finance lease obligations as of June 30, 2025 and December 31, 2024:
| Maturity Date | June 30, 2025 | December 31, 2024 | ||||||||||||||||||
| April 15, 2029 | ||||||||||||||||||||
| February 15, 2030 | ||||||||||||||||||||
| September 1, 2030 | ||||||||||||||||||||
| February 15, 2031 | ||||||||||||||||||||
| July 15, 2032 | ||||||||||||||||||||
Plus: debt premium, net of discount | ||||||||||||||||||||
| Less: deferred financing costs | ( | ( | ||||||||||||||||||
| Long-term debt, net | $ | $ | ||||||||||||||||||
| Finance lease obligations | $ | $ | ||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||
| Finance lease obligations, less current portion | $ | $ | ||||||||||||||||||
Our indebtedness as of June 30, 2025 and December 31, 2024 consists of various tranches of senior unsecured notes as shown in the table above. We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our $750.0
Revolving Credit Facility
As of June 30, 2025, we had $745.8 million available under the Revolving Credit Facility, net of $4.2 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, 2025, no amounts had been drawn against these outstanding letters of credit.
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, 2025 and December 31, 2024, accrued interest totaled $51.6 million and $55.2 million, respectively.
11. Commitments and Contingencies
We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.
Cybersecurity Incident
In April 2025, we experienced a ransomware incident that encrypted certain devices in our network. The incident temporarily impacted our operations, but the incident did not have a material impact on the Company’s financial results and operations for the three and six months ended June 30, 2025.
12. Shareholders' Equity
Purchase of Noncontrolling Interest in Joint Venture
In February 2024, we purchased the remaining 50 % interest in our joint venture with Dongguan Churod Electronics Co., Ltd. for approximately $79.4 million. Prior to the transaction, we had been consolidating the joint venture. The purchase of the 50 % non-controlling interest was accounted for as an equity transaction. No gain or loss was recognized in the condensed consolidated statements of operations. The difference between the fair value of the consideration paid and the amount by which the non-controlling interest was adjusted was recognized as a reduction of additional paid in capital recorded in equity.
13
Cash Dividends
In the three and six months ended June 30, 2025, we paid aggregate cash dividends of $17.6 million and $35.5 million, respectively, compared to $18.1 million and $36.1 million in the three and six months ended June 30, 2024, respectively. In July 2025, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in August 2025 to shareholders of record as of August 13, 2025.
Treasury Shares
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. Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting. Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity. In September 2023, our Board of Directors authorized a $500.0 million ordinary share repurchase program (the “September 2023 Program”), which became effective on October 1, 2023.
In the three months ended June 30, 2025, we repurchased 0.7 million ordinary shares for $20.1 million, under the September 2023 Program. In the three months ended June 30, 2024, we did not purchase any shares under our share repurchase program. In the six months ended June 30, 2025 and 2024, we repurchased 4.2 million and 0.3 million ordinary shares, respectively, for $120.6 million and $10.1 million, respectively. All share repurchases in the three and six months ended June 30, 2025 and 2024 were made under the September 2023 Program. As of June 30, 2025, $282.4 million remained available for repurchase under the September 2023 Program.
Accumulated Other Comprehensive Loss
The following table presents the components of accumulated other comprehensive loss for the six months ended June 30, 2025:
| Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Cumulative Translation Adjustment | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive (loss)/income before reclassifications, net of tax | ( | |||||||||||||||||||||||||
| Reclassifications from accumulated other comprehensive loss, net of tax | ||||||||||||||||||||||||||
| Other comprehensive (loss)/income | ( | |||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
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The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024:
| For the three months ended June 30, | For the six months ended June 30, | Affected Line in Condensed Consolidated Statements of Operations | ||||||||||||||||||||||||||||||
| Component | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Derivative instruments designated and qualifying as cash flow hedges: | ||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | ( | $ | ( | $ | ( | Net revenue (1) | ||||||||||||||||||||||||
| Foreign currency forward contracts | ( | ( | Cost of revenue (1) | |||||||||||||||||||||||||||||
| Total, before taxes | ( | ( | Income before taxes | |||||||||||||||||||||||||||||
| Income tax effect | ( | ( | Provision for income taxes | |||||||||||||||||||||||||||||
| Total, net of taxes | $ | $ | ( | $ | $ | ( | Net income | |||||||||||||||||||||||||
| Defined benefit and retiree healthcare plans | ||||||||||||||||||||||||||||||||
| Defined benefit and retiree healthcare plans | $ | $ | $ | $ | Other, net | |||||||||||||||||||||||||||
| Defined benefit and retiree healthcare plans | Restructuring and other charges, net | |||||||||||||||||||||||||||||||
| Total, before taxes | Income before taxes | |||||||||||||||||||||||||||||||
| Income tax effect | ( | ( | ( | ( | Provision for income taxes | |||||||||||||||||||||||||||
| Total, net of taxes | $ | $ | $ | $ | Net income | |||||||||||||||||||||||||||
___________________________________
(1) Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive loss in future periods.
13. Fair Value Measures
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, 2025 and December 31, 2024 are shown in the below table.
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Cash equivalents (Level 1) | $ | $ | |||||||||
| Foreign currency forward contracts (Level 2) | |||||||||||
| Commodity forward contracts (Level 2) | |||||||||||
| Total | $ | $ | |||||||||
| Liabilities | |||||||||||
| Foreign currency forward contracts (Level 2) | $ | $ | |||||||||
| Commodity forward contracts (Level 2) | |||||||||||
| Total | $ | $ | |||||||||
Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding our forward contracts. Cash equivalents consist of U.S. Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market.
15
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, 2025 and December 31, 2024. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
Carrying Value(1) | Fair Value | Carrying Value(1) | Fair Value | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
___________________________________
(1) Excluding any related debt discounts, premiums, and deferred financing costs.
14. Derivative Instruments and Hedging Activities
Foreign Currency Derivatives
As of June 30, 2025, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging:
| Notional (in millions) | Effective Date(s) | Maturity Date(s) | Index (Exchange Rates) | Weighted-Average Strike Rate | Hedge Designation (1) | |||||||||||||||||||||||||||
| Various from July 2023 to June 2025 | Various from July 2025 to June 2027 | Euro ("EUR") to USD | Cash flow hedge | |||||||||||||||||||||||||||||
| Various from July 2023 to June 2025 | Various from July 2025 to June 2027 | USD to Mexican Peso ("MXN") | Cash flow hedge | |||||||||||||||||||||||||||||
| Various from July 2023 to June 2025 | Various from July 2025 to June 2027 | British Pound Sterling ("GBP") to USD | Cash flow hedge | |||||||||||||||||||||||||||||
| Notional (in millions) | Effective Date(s) | Maturity Date(s) | Index (Exchange Rates) | Weighted-Average Strike Rate | Hedge Designation (1) | |||||||||||||||||||||||||||
| June 26, 2025 | July 31, 2025 | EUR to USD | Not designated | |||||||||||||||||||||||||||||
| Various from March 2024 to May 2024 | Various from July 2025 to May 2026 | USD to Chinese Renminbi ("CNY") | Not designated | |||||||||||||||||||||||||||||
| Various September 2024 | Various from July 2025 to May 2026 | USD to CNY | Not designated | |||||||||||||||||||||||||||||
| Various from August 2023 to September 2024 | Various from July 2025 to July 2026 | USD to Korean Won ("KRW") | Not designated | |||||||||||||||||||||||||||||
| June 26, 2025 | July 31, 2025 | USD to MXN | Not designated | |||||||||||||||||||||||||||||
___________________________________
(1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. They are intended to preserve economic value, and they are not used for trading or speculative purposes.
16
As of June 30, 2025, we estimate that $17.7 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2026.
Commodity Risk Derivatives
As of June 30, 2025, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment:
| Commodity | Notional | Remaining Contracted Periods | Weighted-Average Strike Price Per Unit | |||||||||||||||||
| Silver | July 2025 to June 2027 | $ | ||||||||||||||||||
| Copper | July 2025 to June 2027 | $ | ||||||||||||||||||
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, 2025 and December 31, 2024:
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||||||
| Balance Sheet Location | June 30, 2025 | December 31, 2024 | Balance Sheet Location | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $ | $ | Accrued expenses and other current liabilities | $ | $ | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | Other assets | Other long-term liabilities | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Commodity forward contracts | Prepaid expenses and other current assets | $ | $ | Accrued expenses and other current liabilities | $ | $ | |||||||||||||||||||||||||||||
| Commodity forward contracts | Other assets | Other long-term liabilities | |||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Other assets | Other long-term liabilities | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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, 2025 and 2024:
| 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 | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | ( | $ | Net revenue | $ | ( | $ | |||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | ( | Cost of revenue | $ | ( | $ | |||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | Amount of Gain/(Loss) Recognized in Net Income | Location of Gain/(Loss) Recognized in Net Income | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Commodity forward contracts | $ | $ | Other, net | |||||||||||||||||
| Foreign currency forward contracts | $ | ( | $ | ( | Other, net | |||||||||||||||
17
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 six months ended June 30, 2025 and 2024:
| Derivatives designated as hedging instruments | Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) | 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 | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | ( | $ | Net revenue | $ | $ | ||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | ( | Cost of revenue | $ | ( | $ | |||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | Amount of Gain/(Loss) Recognized in Net Income | Location of Gain/(Loss) Recognized in Net Income | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Commodity forward contracts | $ | $ | Other, net | |||||||||||||||||
| Foreign currency forward contracts | $ | ( | $ | ( | Other, net | |||||||||||||||
Credit Risk Related Contingent Features
We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.
15. Segment Reporting
We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. Our 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 ("CODM"), who is our chief executive officer, in deciding how to allocate resources and assess performance.
A segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, and certain corporate costs or credits not associated with the operations of the segment. Corporate and other costs excluded from a segment’s performance are separately stated below and include costs that are related to functional areas such as finance, information technology, legal, and human resources. The CODM uses operating income primarily in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis for operating income when making decisions about the allocation of operating and capital resources to each segment. Significant expenses are reviewed by the CODM on a consolidated basis and not at the operating segment level. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared in accordance with U.S. GAAP. The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2024 Annual Report.
The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications. Examples include those used in subsystems of automobiles, on-road trucks, and off-road equipment, such as tire pressure monitoring, thermal management, electrical protection, regenerative braking, powertrain (engine/transmission), and exhaust management. These products are used in subsystems that, among other things, improve operating performance and efficiency and contribute to environmentally sustainable and safe solutions.
The Sensing Solutions segment primarily serves the industrial and aerospace industries through the development and manufacture of a broad portfolio of application-specific sensor and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, water management, operator controls, charging infrastructure, renewable
18
energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.
Some of the products and solutions sold by the Sensing Solutions segment include pressure, temperature, and position sensors, motor and compressor protectors, high-voltage contactors, solid state relays, bimetal electromechanical controls, power inverters, charge controllers, battery management systems, operator controls, and power conversion systems. Sensing Solutions products perform many functions, including prevention of damage from excess heat or electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from direct current power to alternating current power.
The following table presents net revenue, segment and non-segment operating expenses, and segment and non-segment operating income for the reportable segments and other operating results not allocated to our reportable segments for the three and six months ended June 30, 2025 and 2024:
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
Performance Sensing | $ | $ | $ | $ | |||||||||||||||||||
Sensing Solutions | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
| Total net revenue | $ | $ | $ | $ | |||||||||||||||||||
Segment and non-segment operating expenses(1): | |||||||||||||||||||||||
| Performance Sensing | $ | $ | $ | $ | |||||||||||||||||||
| Sensing Solutions | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total segment and non-segment operating expenses | $ | $ | $ | $ | |||||||||||||||||||
Segment and non-segment operating income (as defined above): | |||||||||||||||||||||||
Performance Sensing (1) | $ | $ | $ | $ | |||||||||||||||||||
Sensing Solutions (1) | |||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||
Total segment and non-segment operating income | |||||||||||||||||||||||
| Corporate and other | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring and other charges, net | ( | ( | ( | ( | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Income before taxes | $ | $ | $ | $ | |||||||||||||||||||
___________________________________
(1) Other segment and non-segment expenses include associated cost of revenue, research and development, and selling, general and administrative expenses.
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The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the three and six months ended June 30, 2025 and 2024:
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Performance Sensing | $ | $ | $ | $ | |||||||||||||||||||
| Sensing Solutions | |||||||||||||||||||||||
Corporate and other (1) | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
__________________________
(1)Included within corporate and other is amortization of intangible assets, accelerated depreciation recognized in connection with restructuring actions, and depreciation of certain assets. We do not allocate these amounts to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker.
The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three and six months ended June 30, 2025 and 2024:
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Additions to property, plant and equipment and capitalized software: | |||||||||||||||||||||||
| Performance Sensing | $ | $ | $ | $ | |||||||||||||||||||
| Sensing Solutions | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total additions to property, plant and equipment and capitalized software | $ | $ | $ | $ | |||||||||||||||||||
Geographic Area Information
The following tables present net revenue by geographic area and by significant country for the three and six months ended June 30, 2025 and 2024. In these tables, net revenue is aggregated according to the location of our subsidiaries.
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia and rest of world | |||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| China | |||||||||||||||||||||||
| The Netherlands | |||||||||||||||||||||||
| United Kingdom | |||||||||||||||||||||||
| All other | |||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
20
The following tables present PP&E, net, by geographic area and by significant country as of June 30, 2025 and 2024. In these tables, PP&E, net is aggregated based on the location of our subsidiaries.
| June 30, 2025 | December 31, 2024 | ||||||||||
| Property, plant and equipment, net: | |||||||||||
| Americas | $ | $ | |||||||||
| Europe | |||||||||||
| Asia and rest of world | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| Property, plant and equipment, net: | |||||||||||
| United States | $ | $ | |||||||||
| China | |||||||||||
| Mexico | |||||||||||
| Bulgaria | |||||||||||
| United Kingdom | |||||||||||
| Malaysia | |||||||||||
| All other | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
16. Disposals
Insights Business
In August 2024, we executed a purchase agreement whereby we agreed to sell the Insights Business to an affiliate of Balmoral Funds ("the Buyer"). The closing of the transaction ("Closing") occurred in the third quarter of 2024, at which time net assets transferred to the Buyer.
Concurrent with the Closing, the parties entered into a Transition Services Agreement ("TSA") and a Supply Agreement. The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to the Buyer. The Supply Agreement commenced at Closing and has a term of five years or less. The terms of this agreement require that we sell certain tire pressure monitoring system products to the Buyer over the term of the agreement.
For the three and six months ended June 30, 2024, the Insights Business was included in our Other segment.
Magnetic Speed and Position Business ("MSP Business")
21
Cautionary Statements Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.
A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to instability and changes in the global markets, supplier interruption or non-performance, changes in trade-related tariffs and risks with uncertain trade environments, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, public health crises, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, changes in existing environmental or safety laws, regulations, and programs, and the impact of our recently reported cybersecurity incident or other incidents that may occur in the future.
Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A: Risk Factors included in our 2024 Annual Report and as may be updated from time to time in Item 1A: Risk Factors included in our quarterly reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations supplements should be read in conjunction with the discussion in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report. The following discussion should also be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto (the "Financial Statements") included elsewhere in this Report. Amounts and percentages in the following discussions and tables have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
Overview
Net revenue for the three months ended June 30, 2025 was $943.4 million, a decrease of 8.9% on a reported basis compared to $1,035.5 million in the prior period. Excluding an increase of 0.9% attributed to changes in foreign currency exchange rates and a decrease of 8.3% related to the effect of disposals, net revenue decreased 1.5% on an organic basis. Organic revenue growth (or decline), discussed throughout this Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A"), is a financial measure not presented in accordance with U.S. GAAP. Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for additional information regarding our use of organic revenue growth (or decline). Net revenue for the six months ended June 30, 2025 was $1,854.6 million, a decrease of 9.2% compared to $2,042.2 million in the prior period. Excluding an increase of 0.2% attributed to changes in foreign currency exchange rates and a decrease of 6.4% related to the effect of disposals, net revenue decreased 3.0% on an organic basis.
Operating income for the three months ended June 30, 2025 was $138.1 million (14.6% of net revenue), an increase of $8.1 million, or 6.2% compared to operating income of $129.9 million (12.5% of net revenue) in the three months ended June 30, 2024. Operating income for the six months ended June 30, 2025 decreased $14.5 million, or 5.3%, to $260.3 million (14.0% of net revenue) from $274.7 million (13.5% of net revenue) in the six months ended June 30, 2024. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and six months ended June 30, 2025 compared to the prior periods.
We generated $260.1 million of operating cash flows in the six months ended June 30, 2025, ending the quarter with $661.8 million in cash and cash equivalents. In the six months ended June 30, 2025, we used cash of approximately $58.0 million for capital expenditures, $35.5 million for payment of cash dividends, and $120.6 million for share repurchases as part of our share repurchase plan.
22
Results of Operations
The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. We have derived the results of operations from the Financial Statements included elsewhere in this Report. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the three months ended | For the six months ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Performance Sensing | $ | 652.2 | 69.1 | % | $ | 723.9 | 69.9 | % | $ | 1,302.6 | 70.2 | % | $ | 1,437.2 | 70.4 | % | |||||||||||||||||||||||||||||||
| Sensing Solutions | 291.2 | 30.9 | 268.1 | 25.9 | 552.0 | 29.8 | 525.9 | 25.8 | |||||||||||||||||||||||||||||||||||||||
| Other | — | — | 43.5 | 4.2 | — | — | 79.1 | 3.9 | |||||||||||||||||||||||||||||||||||||||
| Net revenue | 943.4 | 100.0 | 1,035.5 | 100.0 | 1,854.6 | 100.0 | 2,042.2 | 100.0 | |||||||||||||||||||||||||||||||||||||||
| Operating costs and expenses | 805.3 | 85.4 | 905.6 | 87.5 | 1,594.4 | 86.0 | 1,767.5 | 86.5 | |||||||||||||||||||||||||||||||||||||||
| Operating income | 138.1 | 14.6 | 129.9 | 12.5 | 260.3 | 14.0 | 274.7 | 13.5 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | (37.7) | (4.0) | (40.9) | (3.9) | (75.7) | (4.1) | (79.3) | (3.9) | |||||||||||||||||||||||||||||||||||||||
| Interest income | 4.5 | 0.5 | 5.8 | 0.6 | 8.8 | 0.5 | 9.5 | 0.5 | |||||||||||||||||||||||||||||||||||||||
| Other, net | 0.9 | 0.1 | 4.1 | 0.4 | 3.1 | 0.2 | (7.4) | (0.4) | |||||||||||||||||||||||||||||||||||||||
| Income before taxes | 105.8 | 11.2 | 99.0 | 9.6 | 196.4 | 10.6 | 197.6 | 9.7 | |||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 45.1 | 4.8 | 27.3 | 2.6 | 65.8 | 3.5 | 49.9 | 2.4 | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 60.7 | 6.4 | % | $ | 71.7 | 6.9 | % | $ | 130.6 | 7.0 | % | $ | 147.7 | 7.2 | % | |||||||||||||||||||||||||||||||
Net Revenue
Net revenue for the three months ended June 30, 2025 decreased 8.9% compared to the prior period. Net revenue decreased 1.5% on an organic basis, which excludes an increase of 0.9% attributed to changes in foreign currency exchange rates and a decrease of 8.3% due primarily to the effects of the divestitures of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.
Net revenue for the six months ended June 30, 2025 decreased 9.2% compared to the prior period. Net revenue decreased 3.0% on an organic basis, which excludes an increase of 0.2% attributed to changes in foreign currency exchange rates and a decrease of 6.4% due primarily to the effects of the divestitures of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.
Performance Sensing
Performance Sensing net revenue for the three months ended June 30, 2025 decreased 9.9% on a reported basis, which includes the effects of the divestiture of the MSP Business in the first quarter of 2025, and 6.1% on an organic basis compared to the prior period, which was primarily due to decreases in automotive and HVOR production in North America and Europe.
Performance Sensing net revenue for the six months ended June 30, 2025 decreased 9.4% on a reported basis and 6.8% on an organic basis compared to the prior period, which was primarily due to lower automotive and HVOR production levels in North America and Europe.
Sensing Solutions
Sensing Solutions net revenue for the three months ended June 30, 2025 increased 8.6% on a reported basis and 10.7% on an organic basis compared to the prior period, which is primarily due to content growth in our industrial market.
Sensing Solutions net revenue for the six months ended June 30, 2025 increased 5.0% on a reported basis and 7.4% on an organic basis compared to the prior period, which is primarily due to content growth in our industrial market.
23
Operating Costs and Expenses
Operating costs and expenses for the three and six months ended June 30, 2025 and 2024 are presented, in millions of dollars and as a percentage of net revenue, in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the three months ended | For the six months ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 657.1 | 69.7 | % | $ | 724.4 | 70.0 | % | $ | 1,295.8 | 69.9 | % | $ | 1,413.7 | 69.2 | % | |||||||||||||||||||||||||||||||
| Research and development | 32.6 | 3.5 | 45.3 | 4.4 | 69.4 | 3.7 | 90.6 | 4.4 | |||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 87.8 | 9.3 | 93.3 | 9.0 | 173.9 | 9.4 | 181.3 | 8.9 | |||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 21.2 | 2.2 | 39.1 | 3.8 | 41.8 | 2.3 | 77.6 | 3.8 | |||||||||||||||||||||||||||||||||||||||
| Restructuring and other charges, net | 6.6 | 0.7 | 3.5 | 0.3 | 13.6 | 0.7 | 4.3 | 0.2 | |||||||||||||||||||||||||||||||||||||||
| Total operating costs and expenses | $ | 805.3 | 85.4 | % | $ | 905.6 | 87.5 | % | $ | 1,594.4 | 86.0 | % | $ | 1,767.5 | 86.5 | % | |||||||||||||||||||||||||||||||
Cost of revenue
For the three months ended June 30, 2025, cost of revenue as a percentage of net revenue decreased from the prior period, primarily due to a decrease in product line and product lifecycle management charges, partially offset by the unfavorable effect of changes in foreign currency exchange rates.
For the six months ended June 30, 2025, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the net impacts of inflation on material and logistics costs and pricing recoveries from customers and (2) unfavorable product mix, partially offset by the favorable effect of changes in foreign currency exchange rates.
Research and development expense
For the three and six months ended June 30, 2025, research and development expense decreased primarily as a result of the divestiture of the Insights Business in the third quarter of 2024 and restructuring actions impacting certain product lines.
Selling, general and administrative expense
For the three and six months ended June 30, 2025, SG&A expense did not fluctuate materially from the prior periods.
Amortization of intangible assets
For the three and six months ended June 30, 2025, amortization of intangible assets decreased from the prior period, primarily due to the divestiture of the Insights Business, resulting in approximately $9.8 million and $19.7 million, respectively, of lower amortization expense during fiscal year 2025, and the effect of amortization of intangible assets in accordance with their expected economic benefit, which generally results in acceleration of amortization expense in the early years of the life of an intangible asset.
Restructuring and other charges, net
In the three and six months ended June 30, 2025, restructuring and other charges, net increased from the prior periods, primarily due to the loss on the sale of the Magnetic Speed and Positioning business and charges associated with the 2H 2024 Plan.
Refer to Note 5: Restructuring and Other Charges, Net and Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information regarding the components of restructuring and other charges, net.
Operating Income
For the three months ended June 30, 2025, operating income was $138.1 million, compared to $129.9 million in the prior period. This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a $17.9 million decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of the 2H 2024 and Q3 2023 Plans, partially offset by (1) the impact of organic revenue declines and (2) the dispositions of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.
24
For the six months ended June 30, 2025, operating income was $260.3 million, compared to $274.7 million in the prior period. This unfavorable impact was driven primarily by (1) the impact of organic revenue declines and (2) the disposition of the Insights Business in the third quarter of 2024, partially offset by (1) the favorable impact of foreign exchange rates, (2) a $35.8 million decrease in amortization of intangibles and (3) cost savings as a result of actions taken as part of the 2H 2024 and Q3 2023 Plans.
Interest Expense
For the three and six months ended June 30, 2025, interest expense did not fluctuate materially from the prior periods.
Interest Income
For the three and six months ended June 30, 2025, interest income did not fluctuate materially from the prior periods.
Other, Net
Other, net primarily includes currency remeasurement gains and losses on net monetary assets, gains and losses on foreign currency and commodity forward contracts not designated as hedging instruments, mark-to-market gains and losses on investments, losses related to debt refinancing, and the portion of our net periodic benefit cost excluding service cost.
For the three months ended June 30, 2025, other, net represented a net gain of $0.9 million, an unfavorable impact on earnings of $3.2 million compared to a net gain of $4.1 million in the prior period. This unfavorable impact was primarily due to a lesser gain recognized on commodity forward contracts and the currency remeasurement of net monetary assets in 2025 compared to the prior period.
For the six months ended June 30, 2025, other, net represented a net gain of $3.1 million, a favorable impact on earnings of $10.5 million compared to a net loss of $7.4 million in the prior period. This favorable impact was primarily due to the absence of a $14.8 million loss recognized in the first quarter of 2024 as a result of observable price changes related to an equity investment held using the measurement alternative.
Refer to Note 13: Fair Value Measures and Note 6: Other, Net of the Financial Statements, included elsewhere in this Report, for additional details of our hedge accounting contracts and the components of other, net, respectively.
Provision for Income Taxes
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 and tax credits, and (c) changes in withholding taxes on unremitted earnings.
Non-GAAP Financial Measures
This section provides additional information regarding certain non-GAAP financial measures, including organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted earnings per share ("EPS"), free cash flow, adjusted corporate and other expenses, net debt, gross and net leverage ratio, and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"), which are used by our management, Board of Directors, and investors. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining compensation for certain employees.
The use of our non-GAAP financial measures has limitations. They should be considered as supplemental in nature and are not intended to be considered in isolation from, or as an alternative to, reported net revenue growth (or decline), operating income, operating margin, net income, diluted EPS, net cash provided by operating activities, corporate and other expenses, or total debt and finance lease obligations, respectively, calculated in accordance with U.S. GAAP. In addition, our measures of organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted EPS, free cash flow, adjusted corporate and other expenses, gross and net leverage ratio, and adjusted EBITDA may not be the same as, or comparable to, similar non-GAAP financial measures presented by other companies.
25
Organic revenue growth (or decline) and market outgrowth
Organic revenue growth (or decline) is defined as the reported percentage change in net revenue calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of material acquisitions and divestitures and product life-cycle management for the 12-month period following the respective transaction date(s).
We believe that organic revenue growth (or decline) provides investors with helpful information with respect to our operating performance, and we use organic revenue growth (or decline) to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe that organic revenue growth (or decline) provides useful information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior period.
Market outgrowth is calculated as organic revenue growth less our weighted market growth. Our weighted market growth is calculated using our regional and platform sales mix, as applicable, in the corresponding prior period. Market outgrowth is used to describe the impact of an increasing quantity and value of our products used in customer systems and applications above market growth. We believe this provides a more meaningful comparison of our revenue growth relative to the markets we serve.
Adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS
We define adjusted operating income as operating income (or loss), determined in accordance with U.S. GAAP, adjusted to exclude certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue determined in accordance with U.S. GAAP. We define adjusted net income as follows: net income (or loss) determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted EPS is calculated by dividing adjusted net income by the number of diluted weighted-average ordinary shares outstanding in the period as determined in accordance with U.S. GAAP.
Management uses adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS (and the constant currency equivalent of each) as measures of operating performance, for planning purposes (including the preparation of our annual operating budget), to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies, in communications with our Board of Directors and investors concerning our financial performance, and as factors in determining compensation for certain employees. We believe investors and securities analysts also use these non-GAAP financial measures in their evaluation of our performance and the performance of other similar companies. These non-GAAP financial measures are not measures of liquidity.
Free cash flow
Free cash flow is defined as net cash provided by operating activities less additions to property, plant and equipment and capitalized software. We believe free cash flow is useful to management and investors as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to, among other things, fund acquisitions, repurchase ordinary shares, or accelerate the repayment of debt obligations.
Adjusted corporate and other expenses
Adjusted corporate and other expenses is defined as corporate and other expenses calculated in accordance with U.S. GAAP, excluding the portion of non-GAAP adjustments described below that relate to corporate and other expenses. We believe adjusted corporate and other expenses is useful to management and investors in understanding the impact of non-GAAP adjustments on operating expenses not allocated to our segments.
Adjusted EBITDA
Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, and provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, and (3) other, net. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments.
26
Gross leverage ratio
Gross leverage ratio represents gross debt (total debt and finance lease obligations) divided by last twelve months ("LTM") adjusted EBITDA. We believe that gross leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
Net leverage ratio
Net leverage ratio represents net debt (total debt, finance lease and other financing obligations less cash and cash equivalents) divided by LTM adjusted EBITDA. We believe that the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
Non-GAAP adjustments
Many of our non-GAAP adjustments relate to a series of strategic initiatives developed by our management aimed at better positioning us for future revenue growth and an improved cost structure. These initiatives have been modified from time to time to reflect changes in overall market conditions and the competitive environment facing our business. These initiatives include, among other items, acquisitions, divestitures, restructurings of certain business, supply chain or corporate activities, and various financing transactions. We describe these adjustments in more detail below, each of which is net of current tax impacts, as applicable.
•Restructuring related and other: includes net charges related to certain restructuring and other exit activities, other costs (or income) that we believe are either unique or unusual to the identified reporting period, and the impact of commodity forward contacts that we believe impact comparisons to prior period operating results. Such costs include charges related to optimization of our manufacturing processes to increase productivity. This type of activity occurs periodically; however, each action is unique, discrete, and driven by various facts and circumstances. Such amounts are excluded from internal financial statements and analyses that management uses in connection with financial planning and in its review and assessment of our operating and financial performance, including the performance of our segments.
•Financing and other transaction costs: includes costs incurred, such as legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or equity financing transaction, expenses related to compensation arrangements entered into concurrent with the closing of an acquisition, adjustments related to changes in the fair value of acquisition-related contingent consideration amounts, and historical adjustments to exclude step-up depreciation in our non-GAAP measures. Beginning with the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures. Prior periods have not been recast.
•Amortization of intangible assets: includes amortization of intangible assets. Beginning with the three months ended December 31, 2024, we started adjusting operating income and net income to exclude the amortization of all our intangible assets. Prior periods have not been recast.
•Other, net: includes expenses (or income) recorded within Other, net on our condensed consolidated statements of operations. Beginning with the three months ended March 31, 2025, we started adjusting net income to exclude the impacts of these losses (or gains). Prior periods have been recast. Refer to Note 6: Other, Net of the Financial Statements, included elsewhere in this Quarterly Report, for additional details of the components of Other, net.
•Deferred taxes and other tax related: includes adjustments for deferred taxes and other timing differences including, but not limited to, book-to-tax basis differences on the fair value of intangible assets and goodwill, the utilization of net operating losses, and adjustments to our valuation allowance in connection with certain transactions and tax law changes. Other tax related items include certain adjustments to unrecognized tax benefits and withholding tax on repatriation of foreign earnings.
•Amortization of debt issuance costs: represents interest expense related to the amortization of deferred financing costs as well as debt discounts, net of premiums.
•Where applicable, the current income tax effect of non-GAAP adjustments.
Our definition of adjusted net income excludes the deferred provision for (or benefit from) income taxes and other tax related items described above. As we treat deferred income taxes as an adjustment to compute adjusted net income, the deferred income tax effect associated with the reconciling items presented below would not change adjusted net income for any period presented.
27
Non-GAAP reconciliations
The following tables present reconciliations of certain financial measures calculated in accordance with U.S. GAAP to the related non-GAAP financial measures for the three months ended June 30, 2025 and 2024. Refer to the Non-GAAP Adjustments section above for additional information regarding these adjustments. Amounts and percentages in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (GAAP) | $ | 138.1 | 14.6 | % | $ | 45.1 | $ | 60.7 | $ | 0.41 | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 16.3 | 1.7 | (0.6) | 15.6 | 0.11 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financing and other transaction costs (b) | 3.6 | 0.4 | 0.1 | 3.6 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of intangible assets (c) | 21.2 | 2.2 | — | 21.2 | 0.14 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 1.2 | 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other, net | — | — | (0.1) | (1.0) | (0.01) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred taxes and other tax related | — | — | 26.0 | 26.0 | 0.18 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 41.0 | 4.3 | 25.4 | 66.7 | 0.45 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 179.1 | 19.0 | % | $ | 19.7 | $ | 127.3 | $ | 0.87 | ||||||||||||||||||||||||||||||||||||||||||||||
| For the three months ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | |||||||||||||||||||||||||||
| Reported (GAAP) | $ | 129.9 | 12.5 | % | $ | 27.3 | $ | 71.7 | $ | 0.47 | ||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 26.7 | 2.6 | (0.8) | 25.9 | 0.17 | |||||||||||||||||||||||||||
Financing and other transaction costs (b) | 2.7 | 0.3 | (1.0) | 1.7 | 0.01 | |||||||||||||||||||||||||||
Amortization of intangible assets (c) | 37.3 | 3.6 | — | 37.3 | 0.25 | |||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 1.6 | 0.01 | |||||||||||||||||||||||||||
Other, net | — | — | 0.9 | (3.2) | (0.02) | |||||||||||||||||||||||||||
| Deferred taxes and other tax related | — | — | 4.2 | 4.2 | 0.03 | |||||||||||||||||||||||||||
| Total adjustments | 66.7 | 6.4 | 3.3 | 67.6 | 0.45 | |||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 196.7 | 19.0 | % | $ | 24.0 | $ | 139.3 | $ | 0.92 | ||||||||||||||||||||||
The following tables present reconciliations of certain financial measures calculated in accordance with U.S. GAAP to the related non-GAAP financial measures for the six months ended June 30, 2025 and 2024.
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (GAAP) | $ | 260.3 | 14.0 | % | $ | 65.8 | $ | 130.6 | $ | 0.88 | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 34.6 | 1.9 | 0.9 | 35.5 | 0.24 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financing and other transaction costs (b) | 9.0 | 0.5 | 0.1 | 9.1 | 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of intangible assets (c) | 41.8 | 2.3 | — | 41.8 | 0.28 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 2.4 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other, net | — | — | (0.6) | (3.6) | (0.02) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred taxes and other tax related | — | — | 28.3 | 28.3 | 0.19 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 85.3 | 4.6 | 28.7 | 113.4 | 0.77 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 345.6 | 18.6 | % | $ | 37.1 | $ | 243.9 | $ | 1.65 | ||||||||||||||||||||||||||||||||||||||||||||||
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| For the six months ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (GAAP) | $ | 274.7 | 13.5 | % | $ | 49.9 | $ | 147.7 | $ | 0.98 | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 28.7 | 1.4 | (1.2) | 27.5 | 0.18 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financing and other transaction costs (b) | 7.3 | 0.4 | (1.2) | 6.1 | 0.04 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of intangible assets (c) | 74.4 | 3.6 | — | 74.4 | 0.49 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 3.2 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other, net | — | — | 1.4 | 8.8 | 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred taxes and other tax related (4) | — | — | 5.4 | 5.4 | 0.04 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 110.5 | 5.4 | 4.4 | 125.5 | 0.83 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 385.2 | 18.9 | % | $ | 45.4 | $ | 273.3 | $ | 1.81 | ||||||||||||||||||||||||||||||||||||||||||||||
(a) The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for the three and six months ended June 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Business and corporate repositioning (i) | $ | 16.2 | $ | 26.8 | $ | 34.3 | $ | 29.2 | |||||||||||||||
Other | 0.1 | (0.1) | 0.3 | (0.5) | |||||||||||||||||||
Income tax effect (ii) | (0.6) | (0.8) | 0.9 | (1.2) | |||||||||||||||||||
Total non-GAAP restructuring related and other (iii) | $ | 15.6 | $ | 25.9 | $ | 35.5 | $ | 27.5 | |||||||||||||||
__________________________
i.Primarily includes charges related to repositioning our business and corporate functions to more effectively respond to the challenges that face the business, including severance, contract termination costs, charges related to asset write-downs, and other various restructuring-related charges.
ii.We treat deferred taxes as a non-GAAP adjustment. Accordingly, the income tax effect of the restructuring related and other non-GAAP adjustment refers only to the current income tax effect.
iii.Total presented is the non-GAAP adjustment to net income. Certain portions of these adjustments are non-operating and are excluded from the non-GAAP adjustments to operating income.
(b) The following table presents the components of our financing and other transaction costs non-GAAP adjustment to net income for the three and six months ended June 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Transaction loss (i) | $ | 3.9 | $ | (0.4) | $ | 8.6 | 2.7 | ||||||||||||||||
Merger and acquisition compensation arrangements (ii) | (0.3) | 2.8 | 0.4 | 4.1 | |||||||||||||||||||
Acquisition-related depreciation | — | 0.3 | — | 0.5 | |||||||||||||||||||
Income tax effect (iii) | 0.1 | (1.0) | 0.1 | (1.2) | |||||||||||||||||||
Total financing and other transaction costs (iv) | $ | 3.6 | $ | 1.7 | $ | 9.1 | $ | 6.1 | |||||||||||||||
__________________________
i.Primarily includes losses or gains related to the divestiture of a business, costs incurred, including for legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or other transaction. In the six months ended June 30, 2025, this line includes costs and losses associated with the disposition of the Magnetic Speed and Positioning ("MSP") Business. Refer to Note 16: Disposals for further information on this transaction.
ii.Primarily relates to earnout compensation arrangements entered into concurrent with the closing of an acquisition and compensation in connection with the closing of a transaction.
iii.We treat deferred taxes as a non-GAAP adjustment. Accordingly, the income tax effect of financing and transaction related and other non-GAAP adjustment refers only to the current income tax effect.
iv.Total presented is the non-GAAP adjustment to net income. Certain portions of these adjustments are non-operating and are excluded from the non-GAAP adjustments to operating income.
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(c) In the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures and we adjusted operating income and net income to exclude the amortization of all our intangible assets. The three and six months ended June 30, 2024 have not been recast. If we had recast this non-GAAP measure for the three and six months ended June 30, 2024, adjusted operating income and adjusted net income would have increased by an additional $1.8 million and $3.2 million, respectively.
The following table provides a reconciliation of net cash provided by operating activities in accordance with U.S. GAAP to free cash flow.
| For the six months ended June 30, | ||||||||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||||||||
| Net cash provided by operating activities (GAAP) | $ | 260.1 | $ | 249.9 | ||||||||||||||||
| Additions to property, plant and equipment and capitalized software | (58.0) | (87.2) | ||||||||||||||||||
| Free cash flow (non-GAAP) | $ | 202.1 | $ | 162.7 | ||||||||||||||||
The following table provides a reconciliation of corporate and other expenses in accordance with U.S. GAAP to adjusted corporate and other expenses.
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Corporate and other expenses (GAAP) | $ | (69.1) | $ | (77.8) | $ | (138.2) | $ | (141.7) | ||||||||||||||||||
| Restructuring related and other | 12.9 | 24.2 | 28.6 | 26.4 | ||||||||||||||||||||||
| Financing and other transaction costs | 0.3 | 1.8 | 1.4 | 5.4 | ||||||||||||||||||||||
| Total adjustments | 13.2 | 25.9 | 30.0 | 31.8 | ||||||||||||||||||||||
| Adjusted corporate and other expenses (non-GAAP) | $ | (55.8) | $ | (51.8) | $ | (108.3) | $ | (110.0) | ||||||||||||||||||
The following table provides a reconciliation of net income in accordance with U.S. GAAP to adjusted EBITDA.
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||||||||||||||
| (In millions) | LTM | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
Net income | $ | 111.3 | $ | 60.7 | $ | 71.7 | $ | 130.6 | $ | 147.7 | ||||||||||||||||||||||
| Interest expense, net | 136.8 | 33.2 | 35.1 | 66.9 | 69.7 | |||||||||||||||||||||||||||
| (Benefit from)/provision for income taxes | (124.3) | 45.1 | 27.3 | 65.8 | 49.9 | |||||||||||||||||||||||||||
| Depreciation expense | 174.4 | 33.3 | 33.5 | 74.3 | 67.0 | |||||||||||||||||||||||||||
| Amortization of intangible assets | 109.9 | 21.2 | 39.1 | 41.8 | 77.6 | |||||||||||||||||||||||||||
| EBITDA | 408.1 | 193.5 | 206.6 | 379.4 | 411.9 | |||||||||||||||||||||||||||
| Non-GAAP adjustments | ||||||||||||||||||||||||||||||||
| Restructuring related and other | 285.9 | 16.0 | 26.7 | 27.0 | 28.7 | |||||||||||||||||||||||||||
| Financing and other transaction costs | 135.3 | 3.6 | 2.5 | 9.0 | 6.8 | |||||||||||||||||||||||||||
| Other, net | 11.0 | (0.9) | (4.1) | (3.1) | 7.4 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 840.3 | $ | 212.1 | $ | 231.7 | $ | 412.3 | $ | 454.9 | ||||||||||||||||||||||
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The following table provides a reconciliation of total debt and finance lease obligations in accordance with U.S. GAAP to gross and net leverage ratios.
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | ||||||||||||||||||
| Current portion of long-term debt and finance lease obligations | $ | 2.2 | $ | 2.4 | ||||||||||||||||
| Finance lease obligations, less current portion | 20.0 | 21.0 | ||||||||||||||||||
| Long-term debt, net | 3,178.5 | 3,176.1 | ||||||||||||||||||
| Total debt and finance lease obligations | 3,200.6 | 3,199.5 | ||||||||||||||||||
Plus: debt premium, net | 0.9 | 1.0 | ||||||||||||||||||
| Less: deferred financing costs | (22.4) | (24.9) | ||||||||||||||||||
| Total gross indebtedness | $ | 3,222.1 | $ | 3,223.4 | ||||||||||||||||
| Adjusted EBITDA (LTM) | $ | 840.3 | $ | 882.8 | ||||||||||||||||
| Gross leverage ratio | 3.8 | 3.7 | ||||||||||||||||||
| Total gross indebtedness | $ | 3,222.1 | $ | 3,223.4 | ||||||||||||||||
| Less: cash and cash equivalents | 661.8 | 593.7 | ||||||||||||||||||
| Net debt | $ | 2,560.3 | $ | 2,629.7 | ||||||||||||||||
| Adjusted EBITDA (LTM) | $ | 840.3 | $ | 882.8 | ||||||||||||||||
| Net leverage ratio | 3.0 | 3.0 | ||||||||||||||||||
Liquidity and Capital Resources
As of June 30, 2025 and December 31, 2024, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| United Kingdom | $ | 5.1 | $ | 4.4 | |||||||
| United States | 9.0 | 6.9 | |||||||||
| The Netherlands | 386.7 | 256.3 | |||||||||
| China | 181.1 | 272.2 | |||||||||
| Other | 79.9 | 53.9 | |||||||||
| Total | $ | 661.8 | $ | 593.7 | |||||||
The amount of cash and cash equivalents held in these geographic regions fluctuates throughout the year due to a variety of factors, such as our use of intercompany loans and dividends and the timing of cash receipts and disbursements in the normal course of business. Our earnings are not considered to be permanently reinvested in certain jurisdictions in which they were earned. We recognize a deferred tax liability on these unremitted earnings to the extent the remittance of such earnings cannot be recovered in a tax-free manner.
In certain jurisdictions, our cash balances are subject to withholding taxes immediately upon withdrawal of funds to a different jurisdiction. In addition, in order to take advantage of incentive programs offered by various jurisdictions, including tax incentives, we are required to maintain minimum cash balances in these jurisdictions. The transfer of cash from these jurisdictions could result in loss of incentives or higher cash tax expense, but those impacts are not expected to be material.
31
Our cash and cash equivalents balances are held in the following significant currencies (amounts in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
As of June 30, 2025 | |||||||||||||||||||||||||||||
| (In millions) | United States Dollar ("USD") | Euro ("EUR") | British Pound Sterling ("GBP") | Chinese Renminbi ("CNY") | Other | ||||||||||||||||||||||||
| United Kingdom | $ | 1.0 | € | 0.0 | £ | 2.9 | ¥ | — | |||||||||||||||||||||
| United States | 8.9 | 0.1 | 0.0 | — | |||||||||||||||||||||||||
| The Netherlands | 377.0 | 8.0 | 0.3 | — | |||||||||||||||||||||||||
| China | 67.3 | — | — | 816.3 | |||||||||||||||||||||||||
| Other | 62.1 | 2.8 | — | — | |||||||||||||||||||||||||
| Total | $ | 516.3 | € | 10.9 | £ | 3.2 | ¥ | 816.3 | |||||||||||||||||||||
| USD Equivalent | $ | 12.8 | $ | 4.4 | $ | 113.8 | $ | 14.5 | |||||||||||||||||||||
As of December 31, 2024 | |||||||||||||||||||||||||||||
| (In millions) | USD | EUR | GBP | CNY | Other | ||||||||||||||||||||||||
| United Kingdom | $ | 0.1 | € | 0.0 | £ | 3.1 | ¥ | — | |||||||||||||||||||||
| United States | 6.9 | 0.0 | 0.0 | — | |||||||||||||||||||||||||
| The Netherlands | 247.8 | 7.4 | 0.5 | — | |||||||||||||||||||||||||
| China | 73.1 | — | — | 1,453.6 | |||||||||||||||||||||||||
| Other | 41.3 | 2.3 | — | — | |||||||||||||||||||||||||
| Total | $ | 369.2 | € | 9.7 | £ | 3.6 | ¥ | 1,453.6 | |||||||||||||||||||||
| USD Equivalent | $ | 10.1 | $ | 4.5 | $ | 199.2 | $ | 10.7 | |||||||||||||||||||||
Cash Flows:
The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2025 and 2024. We have derived these summarized statements of cash flows from the Financial Statements included elsewhere in this Report. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the six months ended | |||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | |||||||||
| Net cash provided by/(used in): | |||||||||||
| Operating activities: | |||||||||||
Net income adjusted for non-cash items | $ | 297.4 | $ | 318.0 | |||||||
| Changes in operating assets and liabilities, net | (37.3) | (68.0) | |||||||||
| Operating activities | 260.1 | 249.9 | |||||||||
| Investing activities | (33.6) | (85.2) | |||||||||
| Financing activities | (160.8) | 365.1 | |||||||||
| Effects of exchange rate differences | 2.4 | (4.9) | |||||||||
| Net change | $ | 68.1 | $ | 524.9 | |||||||
Operating activities. Net cash provided by operating activities for the six months ended June 30, 2025 increased compared to the corresponding period of the prior year, primarily due to favorable changes in working capital, partially offset by lower cash provided by earnings.
Investing activities. Net cash used in investing activities for the six months ended June 30, 2025 was $33.6 million compared to a use of cash of $85.2 million for the corresponding period of the prior year. This change was primarily due to a reduction in capital expenditures and proceeds received from the sale of the MSP Business. Refer to Note 16: Disposals for additional information. For fiscal year 2025, we anticipate capital expenditures of approximately $150.0 million, which we expect to fund with cash on hand.
32
Financing activities. Net cash used in financing activities for the six months ended June 30, 2025 was 160.8 million compared to cash provided by financing activities of 365.1 million in the corresponding period of the prior year, primarily due to the issuance of the $500.0 million aggregate principal amount of 6.625% senior notes due 2032, partially offset by an increase in the amount of cash paid to repurchase ordinary shares in the current period and the payment of $79.4 million to repurchase the remaining equity interest in a joint venture in the prior year. Refer to Note 12: Shareholders' Equity for additional information.
Indebtedness and Liquidity
As of June 30, 2025, we had $3.2 billion in gross indebtedness, which includes finance lease obligations and excludes debt discounts, premiums, and deferred financing costs.
Capital Resources
Sources of liquidity
Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. As of June 30, 2025, we had $745.8 million available under the Revolving Credit Facility, net of $4.2 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, 2025, no amounts had been drawn against these outstanding letters of credit. This Revolving Credit Facility includes an accordion feature under which maximum borrowings may be increased under certain circumstances.
We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement, Revolving Credit Facility, and Senior Notes Indentures, that the sources of liquidity described above will be sufficient to fund our operations, capital expenditures, dividend payments, ordinary share repurchases, and debt service for at least the next twelve months. However, we cannot make assurances that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Further, our highly-leveraged nature may limit our ability to procure additional financing in the future.
Our ability to raise additional financing, and our borrowing costs, may be impacted by short and long term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of July 17, 2025, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.
Restrictions and Covenants
The Credit Agreement provides that if our senior secured net leverage ratio exceeds a specified level, we are required to use a portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the six months ended June 30, 2025.
The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants that limit the ability of our wholly-owned subsidiary, STBV, and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources included in our 2024 Annual Report. These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the Credit Agreement and Senior Notes Indentures, were taken into consideration when we established our share repurchase programs and will be evaluated periodically with respect to future potential funding of those programs. As of June 30, 2025, we believe we were in compliance with all covenants and default provisions under our credit arrangements.
Share repurchase programs
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have authorization for the September 2023 Program, under which approximately $282.4 million remained available as of June 30, 2025. In the six months ended June 30, 2025, and 2024, we repurchased 4.2 million and 0.3 million ordinary shares under the September 2023 Program.
33
Dividends
In the six months ended June 30, 2025 and 2024, we paid aggregate cash dividends of $35.5 million and $36.1 million, respectively. In July 2025, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in August 2025 to shareholders of record as of August 13, 2025.
Critical Accounting Policies and Estimates
For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates included in our 2024 Annual Report. The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. No material changes to our critical accounting policies and estimates, as previously disclosed, have occurred during the first six months of 2025.
Item 3.Quantitative and Qualitative Disclosures About Market Risk.
No significant changes to our market risk have occurred since December 31, 2024. For a discussion of market risks affecting us, refer to Part II, Item 7A: Quantitative and Qualitative Disclosures About Market Risk included in our 2024 Annual Report.
Item 4.Controls and Procedures.
The required certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer are included as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our disclosure controls and procedures and changes in internal control over financial reporting referred to in these certifications. These certifications should be read in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.
Evaluation of Disclosure Controls and Procedures
With the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of material weaknesses as described below. As of December 31, 2024, the Company identified material weaknesses in maintaining an appropriate internal control environment. The Company did not specify objectives with sufficient clarity to enable an appropriate level of risk assessment and monitoring. Additionally, the Company's control activities did not adequately and consistently establish policies, procedures, information protocols and communications to design and operate effective controls, due in part, to a lack of appropriate accounting personnel, impacting areas such as inventory and account reconciliation processes in our Americas Accounting and Shared Services teams located in Mexico.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Although these material weaknesses did not result in a material misstatement to our audited consolidated financial statements for the year ended December 31, 2024, they have been identified as material weaknesses because there is a possibility that they could lead to a material misstatement of account balances or disclosures.
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Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Material Weakness Remediation Plan
We have devoted a significant amount of time and resources towards remediation of the material weaknesses. We will continue to execute on our remediation plan until the material weaknesses are remediated. Actions taken to date, and expected to be taken, include the following:
•Completion of an internal organizational assessment to identify gaps in knowledge and staffing levels and consider potential reorganization of our teams.
•Hiring of additional accounting and IT personnel, including a new Chief Accounting Officer in May 2024, with the appropriate level of knowledge, training, and experience to improve our internal control over financial reporting and IT capabilities. We continue to recruit for additional resources.
•Engaged a third party to assist in development and formalization of a risk assessment process across the organization to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and accurate financial reporting based on criteria established in the COSO framework. We are in various stages of this risk assessment process and control development process, including assessing and documenting control gaps and remediating existing control gaps.
•Implemented a global system to enhance our account reconciliation process, increase monitoring capabilities, and improve our consistency.
•Assessed the specific training needs for newly hired and existing personnel and developed and delivered training programs designed to enhance our internal controls over financial reporting.
•Enhanced the procedures regarding our annual physical inventory counts, including employee training in performing annual physical counts and clarification of instructions as to the process for recording adjustments to inventory as a result of physical counts. We have completed physical inventories at all of our locations.
We are committed to the remediation of these material weaknesses and expect to successfully implement enhanced control processes. However, as we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
Inherent Limitations on Effectiveness of Controls
There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with United States generally accepted accounting principles. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.
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PART II—OTHER INFORMATION
Item 1.Legal Proceedings.
We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.
Item 1A.Risk Factors.
Information regarding risk factors appears in Part I, Item 1A: Risk Factors, included in our 2024 Annual Report. There have been no material changes to the risk factors disclosed therein.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (in shares) (1) | Weighted-Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs (in millions) | ||||||||||||||||||||||
| April 1 through April 30, 2025 | 135,637 | $ | 24.23 | — | $ | 302.5 | ||||||||||||||||||||
| May 1 through May 31, 2025 | 246 | $ | 21.37 | — | $ | 302.5 | ||||||||||||||||||||
| June 1 through June 30, 2025 | 707,143 | $ | 28.65 | 701,232 | $ | 282.4 | ||||||||||||||||||||
| Quarter total | 843,026 | $ | 27.94 | 701,232 | $ | 282.4 | ||||||||||||||||||||
___________________________________
(1) The total number of ordinary shares purchased includes ordinary shares that were withheld upon the vesting of restricted securities to cover payment of employee withholding tax. These withholdings took place outside of a publicly announced repurchase plan. There were 135,637, 246, and 5,911 ordinary shares withheld in April 2025, May 2025, and June 2025, respectively, representing a total aggregate fair value of $3.5 million based on the closing price of our ordinary shares on the date of withholdings.
Item 3.Defaults Upon Senior Securities.
None.
Item 5. Other Information
On June 9, 2025 , Lynne Caljouw , Executive Vice President and Chief Human Resources Officer , an officer for purposes of Section 16 of the Exchange Act, entered into a "Rule 10b5-1 trading arrangement 28,688 ordinary shares contingent on attainment of certain price per share of our common stock. The earliest sell date is September 8, 2025 and the plan will terminate upon the earlier of June 30, 2026 or the date all ordinary shares under the plan are sold. In addition, Ms. Caljouw may terminate the plan at any time.
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Item 6.Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 31.3 | ||||||||
| 32.1 | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. * | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. * | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. * | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. * | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. * | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
___________________________________
* Filed herewith
† Indicates management contract or compensatory plan, contract or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 29, 2025
SENSATA TECHNOLOGIES HOLDING PLC | ||
| /s/ Stephan von Schuckmann | ||
(Stephan von Schuckmann) Chief Executive Officer (Principal Executive Officer) | ||
/s/ Andrew Lynch | ||
(Andrew Lynch) Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| /s/ Richard Siedel | ||
(Richard Siedel) Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby executed by and between Sensata Technologies, Inc., a Delaware corporation (the “Company”), and Andrew Lynch (“Executive”) to be effective as of July 21, 2025 (the “Effective Date”).
WHEREAS, the Company and Executive desire to enter into an employment agreement in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are expressly hereby acknowledged, the parties hereto agree as follows:
1.Employment. The Company shall employ Executive, and Executive hereby agrees to employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 4 hereof (the “Employment Period”). Subject to applicable law, the parties agree that for purposes of calculating years of service under any benefit plans or programs, Executive’s employment with the Company commenced as of June 16, 2014, unless expressly provided otherwise under the terms of any employee benefit plans or programs.
2.Position and Duties.
(a)During the Employment Period, Executive shall serve as Executive Vice President, Chief Financial Officer of the Company and shall have the duties, responsibilities, functions and authority that are normally associated with the position of Executive Vice President. Executive’s duties shall be subject to the power and authority of the Company’s Board of Directors and the Board of Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct.
(b)Executive shall report to the Chief Executive Officer, or to such other person or persons as may be designated from time to time by the Chief Executive Officer or the Board. Executive shall devote Executive’s full business time and attention (except for vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent and its Subsidiaries. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. As long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company business.
(c)For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the
voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent, directly or through one or more Subsidiaries.
(d)For purposes of this Agreement, “Affiliate” shall mean with respect to Parent and its Subsidiaries, any other Person controlling, controlled by or under common control with Parent or any of its Subsidiaries and, in the case of a Person that is a partnership, any partner of the Person.
(e)For purposes of this Agreement, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
3.Compensation and Benefits.
(a)Base Salary. During the Employment Period, Executive’s base salary shall be equal to the amount determined by the Compensation Committee of the Board (the “Compensation Committee”) or the Board (as in effect from time to time, the “Base Salary”), which Base Salary shall be payable by the Company in regular installments in accordance with the Company’s regular payroll practices (in effect from time to time) and subject to applicable tax withholdings and deductions. In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which senior executive employees of Parent and its Subsidiaries are generally eligible (assuming Executive and/or Executive’s family meet the eligibility requirements of those benefit programs).
(b)Annual Bonus. In addition to the Base Salary, Executive shall be eligible to earn an annual bonus (“Annual Bonus”) in an amount as determined by the Board or the Compensation Committee equal to a certain percentage of the Base Salary then in effect, with such other terms and based upon Executive’s individual performance and/or the achievement by Parent and its Subsidiaries of financial and other objectives, in each case as established for each fiscal year by the Board or the Compensation Committee. As a condition to payment to Executive of any Annual Bonus that is otherwise earned, Executive shall be required to remain employed by the Company through the date such Annual Bonus is actually paid. There is no guaranteed Annual Bonus under this Agreement, and for each applicable year, Executive’s Annual Bonus could be as low as zero or as high as the maximum Annual Bonus opportunity established for such year.
(c)Business Expenses. During the Employment Period, Executive shall be reimbursed by the Company for all reasonable and necessary business expenses incurred by Executive in the course of performing Executive’s duties and responsibilities under this Agreement, which business expenses are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses. Reimbursement of the incurred costs and expenses set forth in this Section 3(c) are subject to the Company’s requirements with respect to reporting and documentation of such costs and expenses.
4.Term; Termination of Employment.
(a)Except as provided herein, Executive’s employment hereunder is “at-will” and may be terminated by Executive or the Company at any time and for any reason. The Employment Period shall terminate immediately upon Executive’s resignation (with or without Good Reason), death or Disability or upon the Company’s
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termination of Executive’s employment (with or without Cause) (each, as defined in Parent’s Severance and Change in Control Plan, effective as of April 26, 2024 and as may be amended and restated from time to time (the “Severance and CIC Plan”)), subject, in each case, to the terms and conditions of the Severance and CIC Plan to the extent applicable; provided, however, that in the case of Executive’s resignation without Good Reason or the Company’s termination of Executive’s employment without Cause, such party shall provide the other party with at least 30 days advance written notice thereof.
(b)Executive shall be eligible to participate in, and receive severance benefits in accordance with, the Severance and CIC Plan, subject to the terms and conditions set forth therein.
(c)Except as otherwise expressly provided herein, Executive shall not be entitled to any other salary, bonuses, employee benefits or compensation from the Company or its Subsidiaries after the termination of the Employment Period and all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of the Employment Period (other than vested retirement benefits accrued on or prior to the termination of the Employment Period in accordance with the terms of the applicable retirement plan or other amounts owing hereunder as of the date of such termination that have not yet been paid) shall cease upon such termination, other than those expressly required under applicable law (such as COBRA) or as provided under an applicable Equity Plan (as defined in the Severance and CIC Plan).
(d)Upon the effective date of Executive’s termination, Executive shall be deemed to have resigned, to the extent applicable, as an officer of the Company, as a member of the Board and as a fiduciary of any Company benefit plan and as an officer, director, manager or similar office of any Affiliate of Parent or the Company. On or immediately following the effective date of any such termination of Executive’s employment, Executive shall, upon request, confirm the foregoing by submitting to the Company or the Parent, as appliable, in writing a confirmation of Executive’s resignation(s). Without prejudice to the foregoing, Executive irrevocably appoints any officer of the Company or member of the Board from time to time as Executive’s agent to execute, complete and deliver any document required to give effect to the terms of this clause.
5.Restrictive Covenants. In consideration of Executive’s employment with the Company pursuant to this Agreement and compensation and benefits to be paid to Executive hereunder, Executive hereby agrees to be bound by the restrictive covenants set forth in this Section 5.
(a)Confidential Information.
(i)Executive acknowledges that the continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or developed in the future shall be referred to in this Agreement as “Confidential Information”. Confidential Information shall be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Parent’s or its Subsidiaries’ or Affiliates’ current or potential business and (2) not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data obtained by Executive during the course of Executive’s employment with Parent
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and its Subsidiaries or Affiliates (including the Company) concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive has become or becomes aware during Executive’s employment; the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s employment; and development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that during Executive’s employment and thereafter Executive shall not disclose to any unauthorized person or use for Executive’s own account any of such Confidential Information without Chief Executive Officer’s prior written consent, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of Parent or its Subsidiaries or Affiliates (including, without limitation, all Confidential Information) that Executive may then possess or have under Executive’s control.
(ii)During the Employment Period, Executive shall not use or disclose any confidential information, including trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the premises of Parent or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive shall use in the performance of Executive’s duties only information that is (1) generally known and used by persons with training and experience comparable to Executive’s and that is (i) common knowledge in the industry or (ii) is otherwise legally in the public domain; (2) otherwise provided or developed by Parent or its Subsidiaries or Affiliates; or (3) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person. If at any time during the Employment Period, Executive believes Executive is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately.
(iii)Executive represents and warrants to the Parent and its Subsidiaries that Executive took nothing with Executive that belonged to any former employer when Executive left Executive’s position(s) with such employer(s) that Executive was not authorized to take and that Executive has nothing that contains any confidential information that belongs to any former employer. If at any time Executive discovers that this representation is incorrect, Executive shall promptly return any such materials to Executive’s former employer(s). Parent and its Subsidiaries do not want any such materials, and
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Executive shall not be permitted to use or refer to any such materials in the performance of Executive’s duties hereunder.
(iv)Executive understands that Parent and its Subsidiaries and Affiliates shall receive from third parties confidential or proprietary information (“Third-Party Information”) subject to a duty on Parent’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of this Section 5(a), Executive shall hold Third-Party Information in the strictest confidence and shall not disclose to anyone (other than personnel of Parent or its Subsidiaries and Affiliates who need to know such information in connection with their work for Parent or such Subsidiaries and Affiliates) or use, except in connection with Executive’s work for Parent or its Subsidiaries and Affiliates, Third-Party Information unless expressly authorized by the Chief Executive Officer in writing.
(v)Notwithstanding anything to the contrary, under the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made to Executive’s attorney in relation to a lawsuit for retaliation against the Company for reporting a suspected violation of law; or (3) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement prevents Executive from providing, without prior notice to the Company or its Affiliates, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.
(b)Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Parent and its Subsidiaries, whether before or after the date of this Agreement, belong to Parent, the Company or any such Subsidiary. At the Company’s expense, Executive shall perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).
(c)Non-Compete; Non-Solicitation.
(i)In further consideration of the compensation and benefits to be paid to Executive hereunder, Executive acknowledges that during the course of Executive’s employment with the Company and its Subsidiaries, Executive has and shall become familiar with Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other
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Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that Executive’s services have been and shall be of special, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, Executive agrees that, during the Employment Period and, if the termination of the Employment Period is voluntary or for Cause, for one (1) year thereafter (such period, the “Post-Employment Restricted Period”), Executive shall not, directly or indirectly, without the prior written consent of the Company, serve in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of Executive’s employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any Competing Business (as defined below) that conducts operations or sales in such U.S. states, or such countries outside the United States, as Parent and its Subsidiaries conduct sales or operations as of the date of termination of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a publicly traded corporation, so long as Executive has no active participation in the business of such corporation. For purpose of this Agreement, “Competing Business” shall mean any business engaged (whether directly or indirectly) in the design, manufacture, marketing, or sale of products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to be bound by the obligations in this Section, specifically the salary, benefits and the potential to receive severance set forth in Section 4(b) above. The restrictions in this Section do not become effective until the 11th business day after this Agreement is executed by Executive.
(ii)During the Post-Employment Restricted Period, Executive shall not directly or indirectly through another person or entity (1) induce or attempt to induce any employee of Parent or any Subsidiary to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any Subsidiary and any employee thereof; (2) knowingly hire any person who was an employee of Parent or any Subsidiary at any time during the twelve (12) months prior to the termination of Executive’s employment; or (3) induce or encourage, or attempt to induce, encourage or solicit, any customer, supplier, licensee, licensor or other business relation of Parent or any Subsidiary to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and Parent or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding Parent or its Subsidiaries); provided that, in each case, this Section 5(c) shall only apply if Executive shall have done business with, or had direct or indirect supervisory or other responsibility for, the employee, customer, supplier, licensee, licensor, or business relation to which the applicable clause of this Section 5(c) applies.
(d)Nondisparagement. Executive agrees not to, except as may be required by law, directly or indirectly, publicly or privately, make, publish or solicit, or encourage others to make, publish or solicit, any disparaging statements, comments, announcements, or remarks concerning Parent or its Affiliates, or any of their respective past and present directors, officers or employees.
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(e)Reformability. If, at the time of enforcement of this Section 5, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 5 are reasonable and that Executive has reviewed the provisions of this Agreement with Executive’s legal counsel.
(f)Equitable Relief. Executive acknowledges that any breach or threatened breach of the provisions of this Section 5 would cause Parent and its Subsidiaries irreparable harm. Accordingly, in addition to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Further, in the event of an alleged breach or violation by Executive of this Section 5, the Post-Employment Restricted Period shall be tolled until such breach or violation has been duly cured.
(g)Acknowledgement. Each of Executive and the Company acknowledges and agrees that the covenants, agreements, obligations and undertakings contained in this Agreement have been negotiated in good faith by the parties hereto, are reasonable and are not more restrictive or broader than necessary to protect the interests of the parties hereto, including the protection of the trade secrets, Confidential Information and goodwill of Parent and its Subsidiaries, and would not achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or applied in more restrictive geographical or technical areas than are provided herein. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to be bound by the obligations set forth in this Agreement.
(h)Protected Rights. Notwithstanding any other provision of this Agreement, nothing contained in this Agreement prevents Executive from (i) providing truthful testimony in response to a lawfully issued subpoena or court order or limits Executive’s ability to communicate with any governmental entity (including for purposes of exercising any legally protected whistleblower rights) or otherwise participate in any investigation or proceeding that may be conducted by any governmental entity, including providing non-privileged documents or other information, without notice to Parent or any of its Subsidiaries; (ii) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), maintaining the confidentiality of a claim with the Securities and Exchange Commission (the “SEC”); (iii) providing material secrets or confidential information to the SEC, or providing the SEC with information that would otherwise violate this Section 5, to the extent permitted by Section 21F of the Exchange Act; (iv) cooperating, participating or assisting in an SEC investigation or proceeding without notifying the Company; or (v) receiving a monetary award as set forth in Section 21F of the Exchange Act.
6.Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity; and (c) upon the execution and delivery of this Agreement by the
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Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.
7.Share Dealings. Executive undertakes at all times to comply with any share dealing rules and any policy in respect of inside information adopted from time to time by the Company or Parent and with the applicable provisions of all applicable law relating to market abuse.
8.Clawback Policy. Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company’s recoupment policy (if any) as may be in effect from time to time, including specifically implementing Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the shares of the Company’s common stock may be traded) (the “Clawback Policy”), and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the terms and conditions of the Clawback Policy from and after the effective date thereof.
9.Miscellaneous.
(a)Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:
Notices to Executive:
Executive’s last residence shown on the records of the Company.
Notices to the Company:
Sensata Technologies, Inc.
529 Pleasant Street
Attleboro, MA 02703
Attention: General Counsel
529 Pleasant Street
Attleboro, MA 02703
Attention: General Counsel
or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.
(b)Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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(c)Entire Agreement. This Agreement, those documents expressly referred to herein, and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
(d)No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
(e)Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
(f)Survival. Notwithstanding anything contained in this Agreement to the contrary, the provisions of Section 5 and this Section 9 (to the extent necessary to effectuate the survival of Section 5) shall survive any termination of Executive’s employment hereunder.
(g)Executive’s Cooperation. During the Employment Period and thereafter, Executive shall reasonably cooperate with Parent and its Subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Parent or any Subsidiary (including, without limitation, Executive being available to Parent and its Subsidiaries upon reasonable notice for interviews and factual investigations, appearing at Parent’s or any Subsidiary’s request to give truthful and accurate testimony without requiring service of a subpoena or other legal process, volunteering to Parent and its Subsidiaries all pertinent information and turning over to Parent and its Subsidiaries all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event Parent or any Subsidiary requires Executive’s cooperation in accordance with this Section 9(g), Parent shall pay Executive a per diem reasonably determined by the Board or the Compensation Committee and reimburse Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).
(h)Assignment. This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive. The Company may assign this Agreement to Parent or any Subsidiary, and in the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), the Company may assign this Agreement and its rights and obligations hereunder. Executive acknowledges and agrees that all Executive’s covenants and obligations to the Company, as well as the rights of the Company, under this Agreement shall run in favor of and shall be enforceable by the Company, its Subsidiaries and successors and permitted assigns.
(i)Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.
(j)Governing Law.
(i)This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any
9
principles of conflicts of law. Each party irrevocably agrees that any legal action, suit or proceeding against them arising out of or in connection with this Agreement or the transactions contemplated by this Agreement or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in a court of the United States or any state court, which in either case is located in the State of Delaware and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding.
(ii)Each party in any dispute or legal action arising under this Agreement shall be responsible for bearing its own expenses, attorneys’ fees and other costs in such dispute or legal action.
(k)Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
(l)Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board or the Compensation Committee as appropriate) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Period with Cause or, except as otherwise stated herein, Executive’s right to terminate this Agreement with Good Reason) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.
(m)Withholding. Parent and the Company shall be entitled to withhold from any payments or deemed payments hereunder any amount of tax withholding required by law. The Company does not guarantee any particular tax result to Executive with respect to any payments or benefits provided hereunder.
10.Section 409A.
(a)Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties hereto is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986 (the “Code”), as amended, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”), and to the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent.
(b)Notwithstanding any other provision of this Agreement to the contrary, to the extent that reimbursements or other in-kind benefits under this Agreement constitute “deferred compensation” for purposes of Code Section 409A, (a) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (b) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (c) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any
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way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
(c)For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company.
(d)Notwithstanding any other provision of this Agreement to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination”, “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. Notwithstanding anything to the contrary in this Agreement, if, at the time of Executive’s separation from service (as defined in Code Section 409A), Executive is deemed to be a “Specified Employee” within the meaning of that term under Code Section 409A(a)(2)(B), then the Company shall defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date which is the earlier of (a) the first business day following the expiration of the six-month period measured from the date of such “separation from service” of Executive and (b) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 10(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
11.Section 280G of the Code. Notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement to the contrary, if any of the payments or benefits provided or to be provided by the Company or the Parent or their respective Subsidiaries to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code (“Section 280G”), and would, but for this provision be subject to the excise tax imposed under Section 4999 of the Code or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes, then the Covered Payments shall be either (a) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments becomes subject to the excise tax or (b) payable in full if Executive’s receipt on a net after-tax basis of the full amount of payments and benefits (taking into account the applicable federal, state, local and foreign income, employment and excise taxes) would result in Executive receiving an amount greater than the reduced amount in clause (a). In the event of a reduction of benefits under this section, the Covered Payments shall be reduced in the order that results in the greatest economic benefit to Executive in a manner that would not result in subjecting Executive to additional taxation under Code Section 409A. Any determination required under this section shall be made in writing, in good faith by a nationally recognized accounting firm selected by the Company. For the avoidance of doubt, in no
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event shall Executive be entitled to a gross up from the Company to cover any excise tax to which Executive may be subject.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.
| SENSATA TECHNOLOGIES, INC. | ||
| Stephan von Schuckmann | ||
| Chief Executive Officer | ||
| EXECUTIVE | ||
| Andrew Lynch | ||
Exhibit 31.1
Certification
I, Stephan von Schuckmann, certify that:
1.I have reviewed the quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 29, 2025 | |||||||
| /s/ STEPHAN VON SCHUCKMANN | ||||||||
| Stephan von Schuckmann | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 31.2
Certification
I, Andrew Lynch, certify that:
1.I have reviewed the quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 29, 2025 | |||||||
| /s/ ANDREW LYNCH | ||||||||
| Andrew Lynch | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 31.3
Certification
I, Richard Siedel, certify that:
1.I have reviewed the quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 29, 2025 | |||||||
| /s/ RICHARD SIEDEL | ||||||||
| Richard Siedel | ||||||||
| Vice President and Chief Accounting Officer | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Sensata Technologies Holding plc (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned chief executive officer, chief financial officer, and chief accounting officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ STEPHAN VON SCHUCKMANN | |||||
| Stephan von Schuckmann | |||||
| Chief Executive Officer | |||||
| Date: | July 29, 2025 | ||||
| /s/ ANDREW LYNCH | |||||
| Andrew Lynch | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Date: | July 29, 2025 | ||||
| /s/ RICHARD SIEDEL | |||||
| Richard Siedel | |||||
| Vice President and Chief Accounting Officer | |||||
| Date: | July 29, 2025 | ||||