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目錄
美國
證券交易委員會
華盛頓特區 20549
_________________________________________________________________________________ 
表格 10-Q
_________________________________________________________________________________ 
（標記一）
☒根據1934年證券交易法第13或15(d)節的季度報告
截至季度結束日期的財務報告2024年9月30日
或者
☐
根據1934年證券交易法第13或15(d)節的轉型報告書
過渡期從             到            
委員會文件號 001-34652
_________________________________________________________________________________ 
SENSATA TECHNOLOGIES HOLDING PLC
（註冊人章程中規定的確切名稱）
_________________________________________________________________________________ 
英格蘭和威爾士
98-1386780
（設立或組織的其他管轄區域）
（納稅人識別號碼）
529 Pleasant Street
阿特爾伯勒, 馬薩諸塞州, 02703, 美國
（總部地址，包括郵政編碼）
+1 (508) 236 3800
（註冊人的電話號碼，包括區號）
不適用
（前名稱、地址及財政年度，如果自上次報告以來有更改）
_____________________________________ 
在法案第12(b)條的規定下注冊的證券：
每一類的名稱交易標誌登記的交易所名稱
普通股-每股名義價值€0.01ST請使用moomoo賬號登錄查看New York Stock Exchange
請打勾表示註冊人已在過去12個月內（或註冊人要求提交此類報告的較短期間內）提交了《1934年證券交易法》第13或15（d）條要求提交的所有報告，並且在過去90天內一直受到此類提交要求的規定。Yes  ☒    否  ☐
請勾選以下內容。申報人是否已在過去12個月內（或申報人需要提交此類文件的時間較短的期間內）逐個以電子方式提交了根據規則405提交的互動數據文件。這章的交易中規定。    Yes ☒    沒有 ☐
請在以下空格內打勾，表示公司是大型加速審核註冊處理者、加速審核註冊處理者、非加速審核註冊處理者、小型報告公司或新興成長型公司。詳見《證券交易法》規則120億.2中的「大型加速審核註冊處理者」、「加速審核註冊處理者」、「小型報告公司」和「新興成長型公司」的定義。
大型加速報告人☒加速文件申報人☐
非加速文件提交人
☐
更小的報告公司☐
新興成長公司☐
如果是新興成長型企業，請勾選複選標記，表明註冊者已選擇不使用延長過渡期來符合根據證券交易法第13(a)條規定提供的任何新財務會計準則。 ☐
請在勾選框中標註是否註冊者爲殼公司（如《交易所法》120億.2的定義）。是☐無☒
截至2024年10月16日， 149,566,230 普通股份尚未發行。

目錄
目錄
第I部分
項目1。
項目 2。
項目 3。
項目4。
第二部分
項目1。
項目1A。
事項二
第3項。
項目5。
項目6。
 
2
目錄
第一部分——財務信息

項目1。基本報表。
森薩塔科技控股有限公司
彙編的綜合資產負債表
（以千計，每股金額除外）
（未經審計）
九月30日,
2024		12月31日,
2023
資產
流動資產：
現金及現金等價物$506,215 $508,104 
應收賬款，扣除$（2024年）和$（2023年）的撥備20,956 和 $28,980 截至2024年9月30日和2023年12月31日
753,735 744,129 
存貨673,506 713,485 
預付費用和其他流動資產161,853 136,686 
總流動資產2,095,309 2,102,404 
物業、廠房和設備，淨值893,722 886,010 
商譽3,392,704 3,542,770 
其他無形資產，減少累計攤銷的 $192,6912,537,953 和 $2,522,760 截至2024年9月30日和2023年12月31日
515,733 883,671 
遞延所得稅資產295,561 131,527 
其他121,301 134,605 
資產總額$7,314,330 $7,680,987 
負債和股東權益
流動負債:
長期債務及融資租賃負債的本期部分$2,076 $2,276 
應付賬款459,710 482,301 
應付所得稅23,909 32,139 
應計費用及其他流動負債321,187 307,002 
流動負債合計806,882 823,718 
遞延所得稅負債246,493 359,073 
養老金及其他退休福利責任32,196 38,178 
融資租賃負債，減去當前部分21,702 22,949 
長期負債淨額3,174,354 3,373,988 
其他長期負債74,935 66,805 
負債合計4,356,562 4,684,711 
承諾和業務準備金（注11）
股東權益：
普通股，€0.01 每股名義價值， 177,069股份得到授權，和176,454 和 175,832 截至2024年9月30日和2023年12月31日，分別已發行股份爲
2,256 2,249 
已購回的庫存股份，成本爲26,427 和 25,090 截至2024年9月30日和2023年12月31日，股份分別爲
(1,261,946)(1,213,160)
額外實收資本1,861,511 1,901,621 
保留盈餘2,354,276 2,295,604 
累計其他綜合收益1,671 9,962 
股東權益合計2,957,768 2,996,276 
負債和股東權益合計$7,314,330 $7,680,987 
附註是基本報表的一部分。
3
目錄
SENSATA TECHNOLOGIES HOLDING PLC
簡明的彙總操作表
（以千爲單位，除每股金額外）
（未經審計）
 
 截至三個月結束時截至九個月結束時
 2024年9月30日2023年9月30日2024年9月30日2023年9月30日
營業收入$982,830 $1,001,302 $3,025,074 $3,061,589 
經營成本和費用：
營業收入成本701,463 687,959 2,115,137 2,090,538 
研究與開發42,685 45,448 133,324 136,244 
銷售、一般及行政費用102,453 85,661 283,772 263,123 
無形資產攤銷44,732 39,970 122,332 135,307 
商譽減值費用150,100 — 150,100 — 
重組及其他費用, 淨額140,624 26,004 144,897 53,262 
總運營成本和費用1,182,057 885,042 2,949,562 2,678,474 
營業(虧損)/收入(199,227)116,260 75,512 383,115 
利息支出(38,942)(44,306)(118,200)(138,856)
利息收入5,857 7,398 15,397 23,752 
其他，淨額(12,294)1,317 (19,741)(8,215)
稅前(虧損)/收入(244,606)80,669 (47,032)259,796 
所得稅收益/(費用)(219,572)17,868 (169,722)61,467 
淨虧損/利潤$(25,034)$62,801 $122,690 $198,329 
基本每股淨(虧損)/收益$(0.17)$0.41 $0.81 $1.30 
稀釋每股淨(虧損)/收益$(0.17)$0.41 $0.81 $1.30 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Comprehensive (Loss)/Income
(In thousands)
(unaudited)
 
 For the three months endedFor the nine months ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net (loss)/income$(25,034)$62,801 $122,690 $198,329 
Other comprehensive income/(loss):
Cash flow hedges(28,943)(401)(34,469)11,092 
Defined benefit and retiree healthcare plans14,186 248 14,621 865 
Cumulative translation adjustment30,176 — 11,557 — 
Other comprehensive income/(loss)15,419 (153)(8,291)11,957 
Comprehensive (loss)/income$(9,615)$62,648 $114,399 $210,286 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 For the nine months ended
 September 30, 2024September 30, 2023
Cash flows from operating activities:
Net income$122,690 $198,329 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation100,712 96,877 
Amortization of debt issuance costs4,510 5,110 
Goodwill impairment charge150,100 — 
Loss/(gain) on sale of business110,111 (5,877)
Share-based compensation27,393 24,454 
Loss on debt financing9,235 857 
Amortization of intangible assets122,332 135,307 
Deferred income taxes(235,943)12,323 
Loss on equity investments, net
13,164 678 
Unrealized (gain)/loss on derivative instruments and other(991)15,712 
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable, net(29,568)(24,768)
Inventories19,389 (42,600)
Prepaid expenses and other current assets(27,144)5,905 
Accounts payable and accrued expenses1,694 (28,368)
Income taxes payable(7,753)(15,588)
Other6,135 (4,154)
Acquisition-related compensation payments(5,232)(22,620)
Net cash provided by operating activities380,834 351,577 
Cash flows from investing activities:
Additions to property, plant and equipment and capitalized software(126,759)(136,224)
Investment in debt and equity securities3,681 (390)
Proceeds from the sale of business, net of cash sold138,312 19,000 
Net cash provided by/(used in) investing activities15,234 (117,614)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of ordinary shares4,605 5,346 
Payment of employee restricted stock tax withholdings(9,746)(12,067)
Proceeds from borrowings on debt500,000 — 
Payments on debt(700,855)(448,640)
Dividends paid(54,266)(53,380)
Payments to repurchase ordinary shares(47,299)(60,290)
Purchase of noncontrolling interest in joint venture(79,393)— 
Payments of debt financing costs(13,379)(747)
Net cash used in financing activities(400,333)(569,778)
Effect of exchange rate changes on cash and cash equivalents2,376 — 
Net change in cash and cash equivalents(1,889)(335,815)
Cash and cash equivalents, beginning of year508,104 1,225,518 
Cash and cash equivalents, end of period$506,215 $889,703 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
(In thousands)
(unaudited) 
 Ordinary SharesTreasury SharesAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive (Loss)/ IncomeTotal Shareholders' Equity
 NumberAmountNumberAmount
Balance as of June 30, 2024176,321 $2,254 (25,365)$(1,223,212)$1,846,062 $2,400,196 $(13,748)$3,011,552 
Surrender of shares for tax withholding— — (76)(2,766)— — — (2,766)
Vesting of restricted securities209 3 — — — (3)— — 
Cash dividends paid— — — — — (18,118)— (18,118)
Repurchase of ordinary shares— — (1,062)(38,734)— — — (38,734)
Retirement of ordinary shares (76)(1)76 2,766 — (2,765)— — 
Share-based compensation— — — — 15,449 — — 15,449 
Net loss— — — — — (25,034)— (25,034)
Other comprehensive income— — — — — — 15,419 15,419 
Balance as of September 30, 2024176,454 $2,256 (26,427)$(1,261,946)$1,861,511 $2,354,276 $1,671 $2,957,768 
Balance as of December 31, 2023175,832 $2,249 (25,090)$(1,213,160)$1,901,621 $2,295,604 $9,962 $2,996,276 
Surrender of shares for tax withholding— — (264)(9,746)— — — (9,746)
Stock options exercised119 1 — — 4,604 — — 4,605 
Vesting of restricted securities767 9 — — — (9)— — 
Cash dividends paid— — — — — (54,266)— (54,266)
Repurchase of ordinary shares— — (1,337)(48,786)— — — (48,786)
Retirement of ordinary shares (264)(3)264 9,746 — (9,743)— — 
Share-based compensation— — — — 27,393 — — 27,393 
Purchase of noncontrolling interest in joint venture— — — — (72,107)— — (72,107)
Net income— — — — — 122,690 — 122,690 
Other comprehensive loss— — — — — — (8,291)(8,291)
Balance as of September 30, 2024176,454 $2,256 (26,427)$(1,261,946)$1,861,511 $2,354,276 $1,671 $2,957,768 
Balance as of June 30, 2023175,793 $2,249 (23,371)$(1,149,838)$1,889,234 $2,472,281 $(4,154)$3,209,772 
Surrender of shares for tax withholding— — (14)(597)— — — (597)
Vesting of restricted securities40 — — — — — — — 
Cash dividends paid— — — — — (18,267)— (18,267)
Repurchase of ordinary shares— — (889)(35,222)— — — (35,222)
Retirement of ordinary shares (14)— 14 597 — (597)— — 
Share-based compensation— — — — 6,847 — — 6,847 
Net income— — — — — 62,801 — 62,801 
Other comprehensive loss— — — — — — (153)(153)
Balance as of September 30, 2023175,819 $2,249 (24,260)$(1,185,060)$1,896,081 $2,516,218 $(4,307)$3,225,181 
Balance as of December 31, 2022175,207 $2,242 (22,781)$(1,124,713)$1,866,201 $2,383,341 $(16,264)$3,110,807 
Surrender of shares for tax withholding— — (247)(12,067)— — — (12,067)
Stock options exercised158 2 — — 5,426 — — 5,428 
Vesting of restricted securities701 7 — — — (7)— — 
Cash dividends paid— — — — — (53,380)— (53,380)
Repurchase of ordinary shares— — (1,479)(60,347)— — — (60,347)
Retirement of ordinary shares (247)(2)247 12,067 — (12,065)— — 
Share-based compensation— — — — 24,454 — — 24,454 
Net income— — — — — 198,329 — 198,329 
Other comprehensive income— — — — — — 11,957 11,957 
Balance as of September 30, 2023175,819 $2,249 (24,260)$(1,185,060)$1,896,081 $2,516,218 $(4,307)$3,225,181 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 (loss)/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, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024 (the "2023 Annual Report").
In the three months ended March 31, 2024, we realigned our business as a result of organizational changes that better allocate our resources to support changes to our business strategy. The most significant changes include combining our Automotive and Heavy Vehicle and Off-Road ("HVOR") businesses (with the combined business remaining in Performance Sensing) and moving the Insights Business out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments. We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus. We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing these businesses together, by allowing us to scale core capabilities and better serve our customers. Prior year amounts in this Quarterly Report on Form 10-Q ("this Report") have been recast to reflect this realignment. Refer to Note 15: Segment Reporting for additional information.
In September 2024, we sold various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business") to an affiliate of Balmoral Funds. See Note 16: Disposal for additional information.
In the three and nine months ended September 30, 2024, we present interest income on the condensed consolidated statements of operations separate from interest expense. In the three and nine months ended September 30, 2023, interest income had been included in interest expense, net. Accordingly, we reclassified prior period interest income to a separate caption in the condensed consolidated statements of operations to conform to current period presentation.
All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.
2. New Accounting Standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity's reportable segments. This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and an amount for "other segment items" included in the determination of segment operating income. The guidance also requires that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB Accounting Standards Codification ("ASC") Topic 280, Segment Reporting, in interim periods, and that a public entity provide the title and position of the chief operating decision maker. There is no change to the guidance for identification or aggregation of operating or reportable segments. FASB ASU No. 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The guidance will be applied retrospectively to all prior periods presented. We adopted the guidance in FASB ASU No. 2023-07 on January 1, 2024 and will include the required new annual and quarterly disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, respectively.
In December 2023, the FASB issued ASU No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The guidance also includes
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certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the standard is effective for annual periods beginning after December 15, 2024. We do not expect the adoption of FASB ASU No. 2023-09 to have an impact on our results of operations or financial condition, but it is expected to increase the amount of disclosures required in the notes to the consolidated financial statements.
3. Revenue Recognition
The following tables present net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2024 and 2023 for our two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"), and other:
For the three months ended September 30, 2024
For the three months ended September 30, 2023 (1)
PSSSOtherTotalPSSSOtherTotal
Automotive (1)
$496,707 $34,319 $— $531,026 $528,256 $30,868 $— $559,124 
HVOR (1)
162,943 6,213 — 169,156 168,591 7,322 — 175,913 
Industrial, Appliance, HVAC (2), & other
— 183,757 — 183,757 — 188,311 — 188,311 
Aerospace— 50,097 — 50,097 — 48,638 — 48,638 
Other (1)
— — 48,794 48,794 — — 29,316 29,316 
Total$659,650 $274,386 $48,794 $982,830 $696,847 $275,139 $29,316 $1,001,302 
For the nine months ended September 30, 2024
For the nine months ended September 30, 2023 (1)
PSSSOtherTotalPSSSOther Total
Automotive (1)
$1,570,489 $99,116 $— $1,669,605 $1,538,967 $84,993 $— $1,623,960 
HVOR (1)
526,400 20,601 — 547,001 519,205 20,816 — 540,021 
Industrial, Appliance, HVAC (2), & other
— 538,958 — 538,958 — 644,044 — 644,044 
Aerospace— 141,621 — 141,621 — 139,796 — 139,796 
Other (1)
— — 127,889 127,889 — — 113,768 113,768 
Total$2,096,889 $800,296 $127,889 $3,025,074 $2,058,172 $889,649 $113,768 $3,061,589 
___________________________________
(1)    In the three months ended March 31, 2024, we realigned our segments, as discussed further in Note 1: Basis of Presentation and Note 15: Segment Reporting. As a result, certain revenue in the Automotive and HVOR end markets has been moved from Performance Sensing to Sensing Solutions. In addition, Insights revenue was moved from the HVOR end market (in Performance Sensing) to the other end market in a separate operating segment that is not aggregated within either of our reportable segments. The three and nine months ended September 30, 2023 have been retrospectively recast to reflect this change.
(2)    Heating, ventilation and air conditioning.
4. Share-Based Payment Plans
The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2024 and 2023:
 For the three months endedFor the nine months ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Stock options$— $(2)$569 $(88)
Restricted securities (1)
15,449 6,849 26,824 24,542 
Share-based compensation expense$15,449 $6,847 $27,393 $24,454 
____________________________________
(1)    In the three and nine months ended September 30, 2024, $5.8 million was related to the accelerated vesting of restricted securities associated with the sale of the Insights Business.
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Equity Awards
We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the Sensata Technologies Holding plc 2021 Equity Incentive Plan during the nine months ended September 30, 2024:
Awards Granted To:Type of AwardNumber of Units Granted (in thousands)Weighted Average Grant Date Fair Value
Directors
RSU (1)
45 $38.92 
Various executives
RSU (2)
350 $37.18 
Various executives and employees
RSU (3)
647 $36.49 
Various executives and employees
PRSU (4)
159 $36.53 
Various executives and employees
PRSU (5)
159 $38.90 
____________________________________
(1)    These RSUs cliff vest one year from the grant date (various dates between March 2025 and July 2025).
(2)    These RSUs vest on various dates over the next 15 months depending on service or performance criteria.
(3)    These RSUs vest ratably over three years, one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between February 2027 and September 2027.
(4)    These PRSUs vest on various dates between April 2027 and June 2027. The number of units that ultimately vest will be between 0% and 150% and is dependent on the achievement of certain performance criteria.
(5)    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 2027 and June 2027) will be from 0% to 150%, depending on achievement of these performance criteria. Total grant date value of these PRSUs is approximately $6.2 million and was valued using the Monte Carlo method.
5. Restructuring and Other Charges, Net
Summary
The following table presents the charges and gains included as components of restructuring and other charges, net for the three and nine months ended September 30, 2024, and 2023:
For the three months endedFor the nine months ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Q3 2023 Plan charges, net (1)
$13 $21,381 $308 $21,381 
Other restructuring and other charges, net 
Severance charges, net (2)
3,224 (435)5,679 8,527 
Facility and other exit costs— 494 200 1,029 
Loss/(gain) on sale of business (3)
110,111 — 110,111 (5,877)
Acquisition-related compensation arrangements (4)
118 3,769 2,028 14,371 
Other (5)
27,158 795 26,571 13,831 
Restructuring and other charges, net$140,624 $26,004 $144,897 $53,262 
___________________________________
(1)    Includes net severance charges and facility and other exit costs relating to the Q3 2023 Plan. Of the charges recognized in the three and nine months ended September 30, 2023, $7.3 million was incurred by the Performance Sensing segment, $5.5 million was incurred by the Sensing Solutions segment and $8.5 million was incurred by Corporate and other functions.
(2)    Each period presented includes severance charges, net of reversals, that do not represent the initiation of a larger restructuring plan. This includes, for the three and nine months ended September 30, 2024, severance related to certain actions to restructure our IT operations.
(3)    See Note 16: Disposal for additional information on the sale of the Insights Business.
(4)    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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(5)    Represents charges that are not included in one of the other classifications. The three and nine months ended September 30, 2023 and 2024 primarily include charges related to the exit of Spear, as detailed under the heading Spear Power Systems below. The three and nine months ended September 30, 2024 also include contract termination costs related to certain product lifecycle management activities in the Sensing Solutions segment and pension settlement costs.
The following table presents a rollforward of our severance liability for the nine months ended September 30, 2024:
Total
Balance as of December 31, 2023$6,786 
Charges, net of reversals5,833 
Payments(9,402)
Foreign currency remeasurement(140)
Balance as of September 30, 2024$3,077 
The severance liability as of September 30, 2024 and December 31, 2023 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.
Spear Power Systems
In June 2023, we announced that we had made the decision to exit the marine energy storage business (the "Marine Business") of Spear Power Systems (“Spear”). The exit of the Spear Marine Business was the result of a change in strategy with respect to the business and involved ceasing sales, marketing, and business operations. It resulted in the elimination of certain positions, primarily in the U.S. and the closure of operations in Belgium.
In September 2024, we made the decision to exit the Spear aerospace and defense business and entered into an asset purchase agreement that closed in October 2024, wherein a third party assumed control of a majority of the remaining Spear assets.
The Spear businesses had been included in the Sensing Solutions reportable segment. Exiting Spear resulted in charges in the three and nine months ended September 30, 2024 and 2023, as presented in the table below:
For the three months endedFor the nine months ended
LocationSeptember 30, 2024September 30, 2023September 30, 2024September 30, 2023
Accelerated amortization (1)
Amortization of intangible assets$9,619 $— $9,619 $13,527 
Write-down of inventoryCost of revenue1,443 — 1,443 10,479 
Severance charges
Restructuring and other charges, net— — (328)1,168 
Write-down of property, plant and equipment
Restructuring and other charges, net3,706 — 3,711 1,735 
Other charges, including contract termination costsRestructuring and other charges, net10,802 876 10,210 12,278 
Total$25,570 $876 $24,655 $39,187 
___________________________________
(1)    Amortization of certain intangible assets related to the Spear acquisition was accelerated during the second quarter of 2023 in connection with the exit of the Spear Marine Business, as defined above. Additional accelerated amortization was recorded during the third quarter of 2024 to coincide with the divestiture of the remaining Spear operations. The amortization was accelerated proportionately to the foregone economic benefit of the closed operations.
Other
In the three months ended June 30, 2024, we initiated certain actions related to restructuring of our IT operations and product lifecycle management including product line discontinuations, primarily within Sensing Solutions, which, for the three and nine months ended September 30, 2024, resulted in total costs of $32.5 million and $48.4 million, respectively, including severance, contract termination costs, and inventory charges. Of the costs recognized for the three and nine months ended September 30, 2024, $27.3 million and $40.5 million, respectively, were included within cost of revenue, with the remainder included within restructuring and other charges, net.
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6. Other, Net
The following table presents the components of other, net for the three and nine months ended September 30, 2024 and 2023:
 For the three months endedFor the nine months ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Currency remeasurement (loss)/gain on net monetary assets$(1,310)$(4,491)$3,119 $(15,057)
(Loss)/gain on foreign currency forward contracts(3,851)(1,301)(5,008)3,306 
Gain/(loss) on commodity forward contracts1,200 (476)7,276 (4,846)
Loss on debt financing transactions(9,235)— (9,235)(857)
Gain/(loss) on equity investments, net (1)
1,142 (376)(13,164)(678)
Net periodic benefit cost, excluding service cost(593)(863)(2,254)(2,644)
Other353 8,824 (475)12,561 
Other, net$(12,294)$1,317 $(19,741)$(8,215)
___________________________________
(1)    The nine months ended September 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 (benefit from)/provision for income taxes for the three and nine months ended September 30, 2024 and 2023:
 For the three months endedFor the nine months ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(Benefit from)/provision for income taxes$(219,572)$17,868 $(169,722)$61,467 
The (benefit from)/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 (c) changes in withholding taxes on unremitted earnings. Other items impacting deferred tax expense include changes in tax rates and changes in our assessment of the realizability of our deferred tax assets.
During the third quarter of 2024 our benefit from income taxes includes the following: (1) a deferred tax benefit of approximately $257.7 million due to a tax strategy to secure the future tax deductibility of certain intellectual property which had a valuation allowance against it at December 31, 2023; (2) a $12.8 million tax expense on the sale of the Insights Business; (3) deferred tax expense of $11.1 million on the settlement of the U.S. qualified pension plan; and (4) no tax benefit or expense related to the goodwill impairment as discussed in Note 13: Fair Value Measures.
8. Net (Loss)/Income per Share
Basic and diluted net (loss)/income per share are calculated by dividing net (loss)/income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2024 and 2023 the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows:
 For the three months endedFor the nine months ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Basic weighted-average ordinary shares outstanding150,717 152,046 150,681 152,421 
Dilutive effect of stock options— 19 4 75 
Dilutive effect of unvested restricted securities— 314 345 426 
Diluted weighted-average ordinary shares outstanding150,717 152,379 151,030 152,922 
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Net (loss)/income and net(loss)/income per share are presented in the 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 (loss)/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 endedFor the nine months ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Anti-dilutive shares excluded2,577 1,815 1,349 1,274 
Contingently issuable shares excluded737 1,239 909 1,291 
9. Inventories
The following table presents the components of inventories as of September 30, 2024 and December 31, 2023:
September 30,
2024		December 31,
2023
Finished goods$200,863 $223,972 
Work-in-process143,988 113,209 
Raw materials328,655 376,304 
Inventories$673,506 $713,485 
10. Debt
The following table presents the components of long-term debt, net and finance lease obligations as of September 30, 2024 and December 31, 2023:
Maturity DateSeptember 30,
2024		December 31,
2023
5.0% Senior Notes
October 1, 2025$— $700,000 
4.375% Senior Notes
February 15, 2030450,000 450,000 
3.75% Senior Notes
February 15, 2031750,000 750,000 
4.0% Senior Notes
April 15, 20291,000,000 1,000,000 
5.875% Senior Notes
September 1, 2030500,000 500,000 
6.625% Senior Notes
July 15, 2032500,000 — 
Plus: debt premium, net of discount (less: debt discount, net of premium)797 (1,568)
Less: deferred financing costs(26,443)(24,444)
Long-term debt, net$3,174,354 $3,373,988 
Finance lease obligations$23,778 $25,225 
Less: current portion(2,076)(2,276)
Finance lease obligations, less current portion$21,702 $22,949 
Our indebtedness as of September 30, 2024 and December 31, 2023 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 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued. Refer to Note 14: Debt of our 2023 Annual Report for additional information related to our indebtedness prior to the issuance of the $500.0 million aggregate principal amount of 6.625% senior notes due 2032 (the "6.625% Senior Notes") in June 2024.
Revolving Credit Facility
As of September 30, 2024, 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 September 30, 2024, no amounts had been drawn against these outstanding letters of credit.
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Debt Financing Transactions
Issuance of 6.625% Senior Notes
The 6.625% Senior Notes were issued under an indenture dated as of June 6, 2024 (the "6.625% Senior Notes Indenture") among Sensata Technologies, Inc. ("STI"), as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors").
The 6.625% Senior Notes bear interest at a rate of 6.625% per annum and mature on July 15, 2032. Interest is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2025. STI's obligations under the 6.625% Senior Notes are guaranteed by Sensata Technologies B.V. ("STBV") and each of STBV's wholly-owned subsidiaries (other than STI) that is a Guarantor under STI's Senior Secured Credit Facilities and an issuer or a guarantor under our existing senior notes as follows (collectively, the "Existing Notes"): STI's 4.375% Senior Notes due 2030 and 3.75% Senior Notes due 2031 and STBV's 4.0% Senior Notes due 2029 and 5.875% Senior Notes due 2030.
The 6.625% Senior Notes are STI’s, and the guarantees are the Guarantors’, senior unsecured obligations and rank equally in right of payment to all existing and future senior indebtedness of STI or the Guarantors, respectively, including indebtedness under the Senior Secured Credit Facilities and the Existing Notes.
The 6.625% Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries (including STI and the other Guarantors) to, among other things: incur liens; engage in sale and leaseback transactions; with respect to any subsidiary of STBV (other than STI), incur indebtedness without such subsidiary’s guaranteeing the 6.625% Senior Notes; or consolidate, merge with, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all or substantially all of their properties or assets to, another person. These covenants are subject to important exceptions and qualifications set forth in the 6.625% Senior Notes Indenture.
The guarantees of the 6.625% Senior Notes and certain of these covenants will be suspended if the 6.625% Senior Notes are assigned an investment-grade rating by either S&P Global Ratings or Moody’s Investors Service, Inc. and no default has occurred and is continuing. The guarantees of the 6.625% Senior Notes and the suspended covenants will be reinstated in the event that the 6.625% Senior Notes are rated below investment grade by both rating agencies, or an event of default has occurred and is continuing at such time.
The 6.625% Senior Notes Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 6.625% Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, failure to pay certain judgments, and failure of the guarantees of significant subsidiaries to remain in full force and effect. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding 6.625% Senior Notes may declare the principal of and accrued but unpaid interest on all of the 6.625% Senior Notes to be due and payable immediately. All provisions regarding remedies in an event of default are subject to the 6.625% Senior Notes Indenture.
At any time, and from time to time, prior to July 15, 2027, STI may redeem the 6.625% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 6.625% Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after July 15, 2027, STI may redeem the 6.625% Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date:
Period beginning July 15,Price
2027103.313 %
2028101.656 %
2029 and thereafter100.000 %
In addition, at any time prior to July 15, 2027, STI may redeem up to 40% of the principal amount of the outstanding 6.625% Senior Notes (including additional 6.625% Senior Notes, if any) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 106.625%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 60% of the aggregate principal amount of the 6.625% Senior Notes (including additional 6.625% Senior Notes, if any) remains outstanding immediately after each such redemption.
Upon the occurrence of certain changes in control, each holder of the 6.625% Senior Notes will have the right to require STI to repurchase the 6.625% Senior Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
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Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STI may, at its option, redeem the 6.625% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all Additional Amounts (as defined in the 6.625% Senior Notes Indenture), if any, then due and which will become due on the date of redemption.
Redemption of 5.0% Senior Notes
In July 2024, we redeemed the $700.0 million aggregate principal amount outstanding on our 5.0% senior notes due 2025 (the "5.0% Senior Notes") in accordance with the terms of the indenture under which the 5.0% Senior Notes were issued and the terms of the notice of redemption, at a redemption price equal to 101% of the aggregate principal amount of the outstanding 5.0% Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date. In addition to the $700.0 million aggregate principal amount outstanding, at redemption we paid the $7.0 million premium and $10.1 million accrued interest.
Accounting for Debt Financing Transactions
We account for our debt financing transactions as disclosed in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2023 Annual Report.
In connection with the issuance of the 6.625% Senior Notes, we recognized $6.3 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.
In connection with the redemption of the 5.0% Senior Notes, we recognized a loss of $9.2 million, presented in other, net, which reflects the $7.0 million early redemption premium and $2.2 million related to the write-off of unamortized deferred financing costs and debt discounts.
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 September 30, 2024 and December 31, 2023, accrued interest totaled $37.6 million and $45.2 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.
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.
Cash Dividends
In the three and nine months ended September 30, 2024, we paid aggregate cash dividends of $18.1 million and $54.3 million, respectively, compared to $18.3 million and $53.4 million in the three and nine months ended September 30, 2023, respectively. On October 28, 2024, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable on November 27, 2024 to shareholders of record as of November 13, 2024.
Foreign Currency Translation
Prior to October 1, 2023, the functional currency of our wholly-owned subsidiaries in China was USD. Effective October 1, 2023, as a result of significant changes in economic facts and circumstances in the operations of our China foreign entities, the functional currency of our wholly-owned subsidiaries in China changed to the Chinese Renminbi ("CNY"). The changes in economic facts and circumstances caused a permanent change to our strategy in China toward a more self-contained model,
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making China the primary economic environment in which these subsidiaries operate. This change was accounted for prospectively and does not impact prior period financial statements.
As a result of this change, in the fourth quarter of 2023, we started recording an adjustment to translate these subsidiaries' financial statements from CNY to USD (our reporting currency). These adjustments are included in other comprehensive income and are presented under the heading Accumulated Other Comprehensive Income below.
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 January 2022, our Board of Directors authorized a $500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the previous $500.0 million program approved in July 2019. In September 2023, our Board of Directors authorized a new $500.0 million ordinary share repurchase program (the “September 2023 Program”), which replaced the January 2022 Program and became effective on October 1, 2023.
In the three and nine months ended September 30, 2024, we repurchased 1.1 million and 1.3 million ordinary shares, respectively, for $38.7 million and $48.8 million, respectively. In the three and nine months ended September 30, 2023, we repurchased 0.9 million and 1.5 million ordinary shares, respectively, for $35.2 million and $60.3 million, respectively. All share repurchases in the three and nine months ended September 30, 2024 were made under the September 2023 Program and all share repurchases in the three and nine months ended September 30, 2023 were made under the January 2022 Program. As of September 30, 2024, $423.1 million remained available for repurchase under the September 2023 Program.
Accumulated Other Comprehensive Income
The following table presents the components of accumulated other comprehensive income for the nine months ended September 30, 2024:
Cash Flow HedgesDefined Benefit and Retiree Healthcare PlansCumulative Translation AdjustmentAccumulated Other Comprehensive Income
Balance as of December 31, 2023$17,513 $(28,499)$20,948 $9,962 
Other comprehensive (loss)/income before reclassifications, net of tax(17,150)— 11,557 (5,593)
Reclassifications from accumulated other comprehensive income, net of tax(17,319)14,621 — (2,698)
Other comprehensive (loss)/income(34,469)14,621 11,557 (8,291)
Balance as of September 30, 2024$(16,956)$(13,878)$32,505 $1,671 
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The following table presents the amounts reclassified from accumulated other comprehensive income for the three and nine months ended September 30, 2024 and 2023:
For the three months ended September 30, For the nine months ended September 30, Affected Line in Condensed Consolidated Statements of Operations
Component2024202320242023
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts $(202)$(4,186)$(1,072)$(15,219)
Net revenue (1)
Foreign currency forward contracts (6,429)(6,728)(22,268)(12,828)
Cost of revenue (1)
Total, before taxes(6,631)(10,914)(23,340)(28,047)(Loss)/income before taxes
Income tax effect1,710 2,816 6,021 7,236 (Benefit from)/provision for income taxes
Total, net of taxes$(4,921)$(8,098)$(17,319)$(20,811)Net (loss)/income
Defined benefit and retiree healthcare plans
Defined benefit and retiree healthcare plans$161 $339 $728 $1,187 Other, net
Defined benefit and retiree healthcare plans3,890 — 3,890 — Restructuring and other charges, net
Total, before taxes4,051 339 4,618 1,187 Income before taxes
Income tax effect10,135 (91)10,003 (322)(Benefit from)/provision for income taxes
Total, net of taxes$14,186 $248 $14,621 $865 Net (loss)/income
___________________________________
(1)    Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive income 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 September 30, 2024 and December 31, 2023 are shown in the below table.
 September 30,
2024		December 31,
2023
Assets
Cash equivalents (Level 1)$192,946 $138,749 
Foreign currency forward contracts (Level 2)6,341 28,871 
Commodity forward contracts (Level 2)5,179 1,457 
Total$204,466 $169,077 
Liabilities
Foreign currency forward contracts (Level 2)$29,853 $8,996 
Commodity forward contracts (Level 2)209 795 
Total$30,062 $9,791 
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.
Measured on a Nonrecurring Basis
In the third quarter of 2024, impairment indicators were identified that suggested the carrying values of the Dynapower and Clean Energy Solutions ("CES") reporting units could exceed their fair values. The primary indicators of impairment were revised projections of future cash flows and actual performance that was lower than previous projections for these reporting units. We evaluated the goodwill of the Dynapower and CES reporting units for impairment using a combination of a market-based valuation method and an income approach that discounts forecasted cash flows. As these assumptions were largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy. A change in our cash flow forecast or the discount rate used would result in an increase or decrease in our calculated fair value. We determined that our Dynapower reporting unit was impaired, and in the third quarter of 2024, we recorded a $150.1 million non-cash impairment charge. If Dynapower does not achieve the forecasted future cash flows, there is a possibility that additional impairments of the remaining
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$229.8 million of goodwill may be recognized in the future. Based on our analysis, the fair value of the CES reporting unit was significantly greater than the carrying value of the reporting unit. Accordingly, the goodwill related to the CES reporting unit was not impaired.
In the three months ended March 31, 2024, we made the decision to reorganize our segments, as discussed in more detail in Note 1: Basis of Presentation. This reorganization resulted in the creation of a new reporting unit for a business that was previously part of the Automotive reporting unit, which was moved to the Sensing Solutions segment. We reassigned assets and liabilities, including goodwill, from the Automotive reporting unit to the new reporting unit as required by FASB ASC Topic 350, Intangibles—Goodwill and Other. We evaluated our goodwill and other indefinite-lived intangible assets for impairment before and after the reorganization and formation of these reporting units and determined that they were not impaired. As a result of this reorganization, we allocated $143.4 million of goodwill to the new reporting unit in the three months ended March 31, 2024.
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 September 30, 2024 and December 31, 2023. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.
 September 30, 2024December 31, 2023
 
Carrying Value(1)
Fair Value
Carrying Value(1)
Fair Value
Liabilities
5.0% Senior Notes
$— $— $700,000 $694,750 
4.375% Senior Notes
$450,000 $429,750 $450,000 $415,125 
3.75% Senior Notes
$750,000 $684,375 $750,000 $656,250 
4.0% Senior Notes
$1,000,000 $950,000 $1,000,000 $920,000 
5.875% Senior Notes
$500,000 $502,500 $500,000 $495,000 
6.625% Senior Notes
$500,000 $521,250 $— $— 
___________________________________
(1)    Excluding any related debt discounts, premiums, and deferred financing costs.
In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in FASB ASC Topic 321. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. As of September 30, 2024 and December 31, 2023, we held equity investments under the measurement alternative of $6.3 million and $18.3 million, respectively, which are presented in other assets in the condensed consolidated balance sheets. In the nine months ended September 30, 2024, we adjusted the carrying value of one of these equity investments as a result of an observable price change in the first quarter of 2024, resulting in a loss of $14.8 million.
14. Derivative Instruments and Hedging Activities
Foreign Currency Derivatives
For the three and nine months ended September 30, 2024 and 2023, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material. As of September 30, 2024, we estimate that $11.3 million of net losses will be reclassified from accumulated other comprehensive income to earnings during the twelve-month period ending September 30, 2025. In the nine months ended September 30, 2024, $23.3 million of net gains was reclassified from accumulated other comprehensive income to earnings.
As of September 30, 2024, 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)
390.9 EURVarious from October 2022 to August 2024Various from October 2024 to August 2026Euro ("EUR") to USD1.11 USDCash flow hedge
4,116.1 MXNVarious from October 2022 to August 2024Various from October 2024 to August 2026USD to Mexican Peso ("MXN")19.14 MXNCash flow hedge
66.9 GBPVarious from October 2022 to August 2024Various from October 2024 to August 2026British Pound Sterling ("GBP") to USD1.26 USDCash flow hedge
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Notional
(in millions)		Effective Date(s)Maturity Date(s)Index (Exchange Rates)Weighted-Average Strike Rate
Hedge
Designation (1)
55.3 EURSeptember 26, 2024October 31, 2024EUR to USD1.11 USDNot designated
417.0 CNYSeptember 25, 2024October 31, 2024USD to CNY6.98 CNYNot designated
284.5 USDVarious from March 2024 to May 2024Various from October 2024 to May 2026USD to CNY7.02 CNYNot designated
1,996.3 CNYVarious from September 2024Various from October 2024 to May 2026USD to CNY6.85 CNYNot designated
63,080.4 KRWVarious from December 2022 to September 2024Various from October 2024 to July 2026USD to Korean Won ("KRW")1,310.33 KRWNot designated
292.0 MXNSeptember 26, 2024October 31, 2024USD to MXN19.68 MXNNot designated
14.5 GBPSeptember 26, 2024October 31, 2024GBP to USD1.34 USDNot 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. We may also enter into intercompany derivative instruments with our wholly-owned subsidiaries in order to hedge certain forecasted expenses.
Commodity Risk Derivatives
As of September 30, 2024, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment:
CommodityNotionalRemaining Contracted PeriodsWeighted-Average Strike Price Per Unit
Silver661,899 troy oz.October 2024 to July 2026$27.51
Copper5,537,137 poundsOctober 2024 to July 2026$4.12
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 September 30, 2024 and December 31, 2023:
 Asset DerivativesLiability Derivatives
 Balance Sheet LocationSeptember 30,
2024		December 31,
2023		Balance Sheet LocationSeptember 30,
2024		December 31,
2023
Derivatives designated as hedging instruments
Foreign currency forward contractsPrepaid expenses and other current assets$5,344 $25,176 Accrued expenses and other current liabilities$19,784 $6,746 
Foreign currency forward contractsOther assets997 3,554 Other long-term liabilities9,599 1,806 
Total$6,341 $28,730 $29,383 $8,552 
Derivatives not designated as hedging instruments
Commodity forward contractsPrepaid expenses and other current assets$4,387 $1,314 Accrued expenses and other current liabilities$122 $719 
Commodity forward contractsOther assets792 143 Other long-term liabilities87 76 
Foreign currency forward contractsPrepaid expenses and other current assets— 141 Accrued expenses and other current liabilities470 444 
Total$5,179 $1,598 $679 $1,239 
These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
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The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive (loss)/income for the three months ended September 30, 2024 and 2023:
Derivatives designated as
hedging instruments		Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss)Location of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/IncomeAmount of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/Income
2024202320242023
Foreign currency forward contracts$(16,220)$12,995 Net revenue$202 $4,186 
Foreign currency forward contracts$(16,079)$(2,622)Cost of revenue$6,429 $6,728 
Derivatives not designated as
hedging instruments		Amount of Gain/(Loss) Recognized in Net (Loss)/IncomeLocation of Gain/(Loss) Recognized in Net (Loss)/Income
20242023
Commodity forward contracts$1,200 $(476)Other, net
Foreign currency forward contracts$(3,851)$(1,301)Other, net
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive (loss)/income for the nine months ended September 30, 2024 and 2023:
Derivatives designated as
hedging instruments		Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss)Location of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/IncomeAmount of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/Income
2024202320242023
Foreign currency forward contracts$420 $14,279 Net revenue$1,072 $15,219 
Foreign currency forward contracts$(23,534)$28,717 Cost of revenue$22,268 $12,828 
Derivatives not designated as
hedging instruments		Amount of Gain/(Loss) Recognized in Net (Loss)/IncomeLocation of Gain/(Loss) Recognized in Net (Loss)/Income
20242023
Commodity forward contracts$7,276 $(4,846)Other, net
Foreign currency forward contracts$(5,008)$3,306 Other, net
Credit Risk Related Contingent Features
We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.
As of September 30, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $30.2 million. As of September 30, 2024, we had not posted any cash collateral related to these agreements. If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.
15. Segment Reporting
We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. In the three months ended March 31, 2024, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy. Refer to Note 1: Basis of Presentation for additional information. This realignment added an "other" segment that represents the aggregation of immaterial operating segments. As a result of this reorganization, we moved $143.4 million of goodwill from Performance Sensing to Sensing Solutions. Refer to Note 13: Fair Value Measures for additional information.
Prior to the three months ended March 31, 2024, the Performance Sensing reportable segment represented the aggregation of two operating segments, Automotive and HVOR. As a result of the segment realignment, Performance Sensing now represents one operating segment, as does Sensing Solutions. Other immaterial operating segments are aggregated in other, which was created as part of the segment realignment.
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Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, and restructuring and other charges, certain costs associated with our strategic growth initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recognized in connection with acquisitions. Corporate and other costs excluded from an operating (and reportable) segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources. 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 2023 Annual Report.
The following table presents net revenue and segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the three and nine months ended September 30, 2024 and 2023 (prior periods have been recast).
 For the three months endedFor the nine months ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net revenue:
Performance Sensing (1)
$659,650 $696,847 $2,096,889 $2,058,172 
Sensing Solutions (1)
274,386 275,139 800,296 889,649 
Other (1)
48,794 29,316 127,889 113,768 
Total net revenue$982,830 $1,001,302 $3,025,074 $3,061,589 
Segment operating income (as defined above):
Performance Sensing (1)
$161,902 $177,599 $524,067 $527,072 
Sensing Solutions (1)
80,967 80,717 233,285 258,891 
Other (1)
12,069 (965)28,054 4,743 
Total segment operating income254,938 257,351 785,406 790,706 
Corporate and other(268,809)(75,117)(442,665)(219,022)
Amortization of intangible assets(44,732)(39,970)(122,332)(135,307)
Restructuring and other charges, net(140,624)(26,004)(144,897)(53,262)
Operating (loss)/income(199,227)116,260 75,512 383,115 
Interest expense(38,942)(44,306)(118,200)(138,856)
Interest income5,857 7,398 15,397 23,752 
Other, net(12,294)1,317 (19,741)(8,215)
(Loss)/income before taxes$(244,606)$80,669 $(47,032)$259,796 
___________________________________
(1)    The amounts previously reported for the three and nine months ended September 30, 2023 have been retrospectively recast to reflect the segment realignment as discussed in Note 1: Basis of Presentation.
16. Disposal
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 of approximately $263.4 million (which included approximately $247.0 million of intangible assets, net of accumulated amortization) transferred to the Buyer. The total purchase price of the Insights Business was $165.0 million, with approximately $155.0 million before adjustments received and $10.0 million to be received twelve months after Closing. In both the three months and nine months ended September 30, 2024, we recognized a loss on sale of approximately $110.1 million presented in restructuring and other charges, net in our condensed consolidated statements of operations, and approximately $11.2 million of
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transaction-related expenses, which were presented in selling, general and administrative ("SG&A") in our condensed consolidated statements of operations.
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 for two to nine months, depending on the service, with the option to extend support services for one to six months for certain services. 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. We recognized a liability of $8.4 million related to this obligation, which represents the balance of this liability as of September 30, 2024, included in accrued expenses and other current liabilities, and other long-term liabilities on our condensed consolidated balance sheets.
For the three and nine months ended September 30, 2024 and 2023, the Insights Business was included in our Other segment. Refer to Note 1: Basis of Presentation and Note 15: Segment Reporting included elsewhere in this Report for additional information on the segment realignment that took place in the three-months ended March 31, 2024.
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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 public health crises, instability and changes in the global markets, supplier interruption or non-performance, 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, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, and changes in existing environmental or safety laws, regulations, and programs.
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 2023 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, and 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 2023 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 September 30, 2024 was $982.8 million, a decrease of 1.8% on a reported and organic basis compared to $1,001.3 million in the prior period. Net revenue for the nine months ended September 30, 2024 was $3,025.1 million, a decrease of 1.2% compared to $3,061.6 million in the prior period. Excluding a decrease of 0.9% attributed to changes in foreign currency exchange rates, net revenue decreased 0.3% 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).
Operating loss for the three months ended September 30, 2024 was $199.2 million (20.3% of net revenue), a decrease of $315.5 million, or 271.4% compared to operating income of $116.3 million (11.6% of net revenue) in the three months ended September 30, 2023.Operating income for the nine months ended September 30, 2024 decreased $307.6 million, or 80.3%, to $75.5 million (2.5% of net revenue) from $383.1 million (12.5% of net revenue) in the nine months ended September 30, 2023. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and nine months ended September 30, 2024 compared to the prior year periods.
We generated $380.8 million of operating cash flows in the nine months ended September 30, 2024, ending the quarter with $506.2 million in cash and cash equivalents. In the nine months ended September 30, 2024, we used cash of approximately $126.8 million for capital expenditures, $54.3 million for payment of cash dividends, and $47.3 million for share repurchases as part of our share repurchase plan.
In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting unit could exceed its fair value. We determined that this reporting unit was impaired, and we recorded a $150.1 million non-
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cash impairment charge. Refer to Note 13: Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.
In August 2024, we executed a purchase agreement whereby we agreed to sell the Insights Business to an affiliate of Balmoral Funds. The total purchase price of the Insights Business was $165.0 million, with approximately $155.0 million before adjustments received and $10.0 million to be received twelve months after the closing of the transaction. In both the three months and nine months ended September 30, 2024, we recognized a loss on sale of approximately $110.1 million presented in restructuring and other charges, net in our condensed consolidated statements of operations, and approximately $11.2 million of transaction-related expenses, which were presented in SG&A in our condensed consolidated statements of operations. See Note 16: Disposal of the Financial Statements included elsewhere in this Report for additional information.
In June 2024, our indirect, wholly-owned subsidiary, STI, completed the issuance and sale of the 6.625% Senior Notes. We used the proceeds from this issuance, together with cash on hand, for the redemption in full of the 5.0% Senior Notes, which were issued by our indirect, wholly-owned subsidiary, STBV. This redemption was completed in July 2024. Refer to Note 10: Debt of the Financial Statements included elsewhere in this Report, for additional information regarding these debt transactions. We executed the issuance of the 6.625% Senior Notes and the subsequent redemption of the 5.0% Senior Notes to eliminate the near-term uncertainty related to the 5.0% Senior Notes, which would have been due in October 2025, to extend the maturity horizon of our capital structure, and to add flexibility to our liquidity position. On September 30, 2024, our net leverage ratio was 3.0x, compared to 3.2x at both June 30, 2024 and December 31, 2023.
In the three months ended March 31, 2024, we realigned our business as a result of organizational changes that better allocate our resources to support changes to our business strategy. The most significant changes include combining our Automotive and HVOR businesses (with the combined business remaining in Performance Sensing) and moving the Insights Business out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments. We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus. We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing our predominantly shorter-cycle businesses together, by allowing us to scale core capabilities and better serve our customers. Prior year amounts in this Report have been recast to reflect this realignment. Refer to Note 1: Basis of Presentation and Note 15: Segment Reporting of the Financial Statements included elsewhere in this Report for additional information.
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 nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023. We have derived the results of operations from the Financial Statements included elsewhere in this Report. Prior year periods have been recast to reflect the reorganization of segments as detailed in Note 1: Basis of Presentation of 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 endedFor the nine months ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Amount
Percent (1)
Amount
Percent (1)
Amount
Percent (1)
Amount
Percent (1)
Net revenue:
Performance Sensing$659.7 67.1 %$696.8 69.6 %$2,096.9 69.3 %$2,058.2 67.2 %
Sensing Solutions274.4 27.9 275.1 27.5 800.3 26.5 889.6 29.1 
Other48.8 5.0 29.3 2.9 127.9 4.2 113.8 3.7 
Net revenue982.8 100.0 1,001.3 100.0 3,025.1 100.0 3,061.6 100.0 
Operating costs and expenses1,182.1 120.3 885.0 88.4 2,949.6 97.5 2,678.5 87.5 
Operating (loss)/income(199.2)(20.3)116.3 11.6 75.5 2.5 383.1 12.5 
Interest expense(38.9)(4.0)(44.3)(4.4)(118.2)(3.9)(138.9)(4.5)
Interest income5.9 0.6 7.4 0.7 15.4 0.5 23.8 0.8 
Other, net(12.3)(1.3)1.3 0.1 (19.7)(0.7)(8.2)(0.3)
(Loss)/income before taxes(244.6)(24.9)80.7 8.1 (47.0)(1.6)259.8 8.5 
(Benefit from)/provision for income taxes(219.6)(22.3)17.9 1.8 (169.7)(5.6)61.5 2.0 
Net (loss)/income$(25.0)(2.5)%$62.8 6.3 %$122.7 4.1 %$198.3 6.5 %
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(1)    Represents the amount presented divided by total net revenue.
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Net Revenue
Net revenue for the three months ended September 30, 2024 decreased 1.8% compared to the prior period.
Net revenue for the nine months ended September 30, 2024 decreased 1.2% compared to the prior period. Net revenue decreased 0.3% on an organic basis, which excludes a decrease of 0.9% attributed to changes in foreign currency exchange rates.
Performance Sensing
Performance Sensing net revenue for the three months ended September 30, 2024 decreased 5.3% on a reported and organic basis compared to the prior period, which was primarily due to market decline across our vehicle end markets.
Performance Sensing net revenue for the nine months ended September 30, 2024 increased 1.9% compared to the prior period. Excluding a decrease of 1.2% attributed to changes in foreign currency exchange rates, Performance Sensing net revenue increased 3.1% on an organic basis, which was primarily due to content growth across our vehicle end markets, partially offset by market declines.
Sensing Solutions
Sensing Solutions net revenue for the three months ended September 30, 2024 decreased 0.3% on a reported and organic basis compared to the prior period, which is primarily due to inventory destocking in our aerospace and industrial markets, partially offset by market growth in our industrial market.
Sensing Solutions net revenue for the nine months ended September 30, 2024 decreased 10.0% compared to the prior period. Excluding a decline of 0.5% attributed to changes in foreign currency exchange rates, Sensing Solutions net revenue declined 9.5% on an organic basis, which is primarily due to the non-recurrence of one-time pass-through revenue in 2023 and inventory destocking in the industrial and aerospace markets, partially offset by growth in our aerospace and industrial markets.
Operating costs and expenses
Operating costs and expenses for the three and nine months ended September 30, 2024 and 2023 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 endedFor the nine months ended
 September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Amount
Percent (1)
Amount
Percent (1)
Amount
Percent (1)
Amount
Percent (1)
Operating costs and expenses:
Cost of revenue$701.5 71.4 %$688.0 68.7 %$2,115.1 69.9 %$2,090.5 68.3 %
Research and development42.7 4.3 45.4 4.5 133.3 4.4 136.2 4.5 
Selling, general and administrative102.5 10.4 85.7 8.6 283.8 9.4 263.1 8.6 
Amortization of intangible assets44.7 4.6 40.0 4.0 122.3 4.0 135.3 4.4 
Goodwill impairment charge150.1 15.3 — — 150.1 5.0 — — 
Restructuring and other charges, net140.6 14.3 26.0 2.6 144.9 4.8 53.3 1.7 
Total operating costs and expenses$1,182.1 120.3 %$885.0 88.4 %$2,949.6 97.5 %$2,678.5 87.5 %
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(1)    Represents the amount presented divided by total net revenue.
Cost of revenue
For the three months ended September 30, 2024, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the impact of $27.3 million of contract termination costs and inventory charges related to product line lifecycle management, primarily in Sensing Solutions, and (2) the net impacts of customer pricing and manufacturing efficiencies, partially offset by (1) the impact of certain actions taken in the third quarter of 2023 as part of the Q3 2023 Plan and (2) the favorable effect of changes in foreign currency exchange rates. Refer to Note 5: Restructuring and Other Charges, Net of the Financial Statements, included elsewhere in this Report for additional information regarding the write-downs related
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to product line lifecycle management. Refer to Note 5: Restructuring and Other Charges, Net of our 2023 Annual Report for additional information regarding the Q3 2023 Plan.
For the nine months ended September 30, 2024, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the impact of $40.5 million of contract termination costs and inventory charges related to product line lifecycle management, primarily in Sensing Solutions, and (2) the net impacts of customer pricing and manufacturing efficiencies, partially offset by the nonrecurrence of a $10.5 million write-down of inventory in the three months ended June 30, 2023 as a result of our decision to exit the Spear Marine Business. Refer to Note 5: Restructuring and Other Charges, Net of the Financial Statements, included elsewhere in this Report for additional information regarding exit of the Spear Marine Business.
Research and development expense
For the three and nine months ended September 30, 2024, research and development expense did not fluctuate materially from the prior year periods.
Selling, general and administrative expense
For the three months ended September 30, 2024, SG&A expense increased primarily due to costs and charges related to the sale of the Insights Business (including $5.8 million of accelerated vesting of restricted securities granted to employees of the Insights Business). Refer to Note 16: Disposal and Note 4: Share-Based Payment Plans of the Financial Statements, included elsewhere in this Report, for additional information on the sale of the Insights Business and share-based compensation related to restricted securities, respectively.
For the nine months ended September 30, 2024, SG&A expense increased primarily due to (1) costs and charges related to the sale of the Insights Business (including accelerated vesting of restricted securities granted to employees of the Insights Business), (2) higher compensation costs, and (3) additional costs to remediate the material weaknesses identified in our internal controls over financial reporting for the year ended December 31, 2023, partially offset by cost savings as a result of actions taken as part of the Q3 2023 Plan.
Amortization of intangible assets
For the three months ended September 30, 2024, amortization of intangible assets increased from the prior periods, primarily due to $9.6 million of accelerated amortization related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024.
For the nine months ended September 30, 2024, amortization of intangible assets decreased from the prior periods, primarily due to (1) the non-recurrence of a $13.5 million charge for accelerated amortization of intangible assets in the nine months ended September 30, 2023 as a result of our exit from the Spear Marine Business and (2) 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, partially offset by $9.6 million of accelerated amortization related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024.
Goodwill impairment charge
In the third quarter of 2024, we recorded a $150.1 million non-cash impairment charge for our Dynapower reporting unit within the Sensing Solutions segment. The primary indicator of impairment was revised projections of future cash flows that were lower than previous projections, including future cash flows that were delayed beyond management's initial expectations. Refer to Note 13: Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information
Restructuring and other charges, net
In the three months ended September 30, 2024, restructuring and other charges, net increased from the prior year period, primarily due to (1) the loss on the sale of the Insights Business in the third quarter of 2024 and (2) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, partially offset by the nonrecurrence of severance charges incurred in the third quarter of 2023 related to the Q3 2023 Plan.
In the nine months ended September 30, 2024, restructuring and other charges, net increased from the prior year period, primarily due to (1) the loss on the sale of the Insights Business in the third quarter of 2024, (2) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, and (3) contract termination costs related to certain product lifecycle management activities, primarily within Sensing Solutions, partially offset by (1) the nonrecurrence of severance charges incurred in the third quarter of 2023 related to the Q3 2023 Plan, (2) the non-recurrence of charges incurred
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in the second quarter of 2023 related to our decision to exit the Spear Marine Business, and (3) lower acquisition-related deferred compensation.
Refer to Note 5: Restructuring and Other Charges, Net of the Financial Statements, included elsewhere in this Report, for additional information regarding the components of restructuring and other charges, net.
Operating loss/income
For the three months ended September 30, 2024, operating loss was $199.2 million, compared to operating income of $116.3 million in the prior period. This unfavorable impact was driven primarily by (1) a $150.1 million goodwill impairment charge related to the Dynapower business, (2) the loss on the sale of the Insights Business in the third quarter of 2024, (3) the impact of $27.3 million of contract termination costs and inventory charges related to product line discontinuations, primarily in Sensing Solutions, (4) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, and (5) costs and charges related to the sale of the Insights Business (including accelerated vesting of restricted securities granted to employees of the Insights Business), partially offset by the nonrecurrence of severance charges incurred in the third quarter of 2023 related to the Q3 2023 Plan.
For the nine months ended September 30, 2024, operating income decreased from the prior year period, primarily due to (1) a $150.1 million goodwill impairment charge related to the Dynapower business, (2) the loss on the sale of the Insights Business in the third quarter of 2024, (3) the impact of $40.5 million of contract termination costs and inventory charges related to product line discontinuations, primarily in Sensing Solutions, (4) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, (5) costs and charges related to the sale of the Insights Business (including accelerated vesting of restricted securities granted to employees of the Insights Business), and (6) higher compensation costs, partially offset by (1) the non-recurrence of charges incurred in the second quarter of 2023 related to our decision to exit the Spear Marine Business, (2) the nonrecurrence of severance charges incurred in the third quarter of 2023 related to the Q3 2023 Plan, and (3) cost savings as a result of actions taken as part of the Q3 2023 Plan.
Interest expense
For the three months ended September 30, 2024, interest expense decreased from the prior periods, primarily due to lower interest expense on (1) the 5.0% Senior Notes, which were redeemed in July 2024, and (2) the 5.625% Senior Notes, which were redeemed in the fourth quarter of 2023, partially offset by higher interest expense related to the 6.625% Senior Notes, which were issued in June 2024.
For the nine months ended September 30, 2024, interest expense decreased from the prior periods, primarily due to lower interest expense on (1) the 5.625% Senior Notes, (2) the 5.0% Senior Notes, and (3) the Term Loan, which was paid in full in the second quarter of 2023, partially offset by higher interest expense related to the 6.625% Senior Notes.
Refer to Note 10: Debt of the Financial Statements, included elsewhere in this Report, and Note 14: Debt of our Annual Report on Form 10-K for additional information regarding these debt transactions.
Interest income
For the three and nine months ended September 30, 2024, interest income decreased from the prior periods, primarily due to lower average cash equivalent balances in the respective periods compared to 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 September 30, 2024, other, net represented a net loss of $12.3 million, an unfavorable impact on earnings of $13.6 million compared to a net gain of $1.3 million in the prior period. This unfavorable impact was primarily due to the loss on the redemption of the 5.0% Senior Notes.
For the nine months ended September 30, 2024, other, net represented a net loss of $19.7 million, an unfavorable impact on earnings of $11.5 million compared to a net loss of $8.2 million in the prior period. This unfavorable impact was primarily due to (1) a loss of $14.8 million recognized in the first quarter of 2024 as a result of observable price changes related to an equity investment held using the measurement alternative, (2) the loss on the redemption of the 5.0% Senior Notes, and (3) losses on foreign currency forward contracts that are not designated as accounting hedges, partially offset by (1) gains on foreign
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currency remeasurement of net monetary assets and (2) gains on commodity forward contracts that are not designated as accounting hedges.
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.
(Benefit from)/provision for income taxes
The (benefit from)/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 (c) changes in withholding taxes on unremitted earnings. Other items impacting deferred tax expense include changes in tax rates, changes in our assessment of the realizability of our deferred tax assets, and other items as discussed below.
For the three and nine months ended September 30, 2024, the (benefit from)/provision for income taxes was impacted by (1) a deferred tax benefit of approximately $257.7 million due to a tax strategy to secure the future tax deductibility of certain Intellectual property which had a valuation allowance against it at December 31, 2023; (2) a $12.8 million tax expense on the sale of the Insights Business; and (3) deferred tax expense of $11.1 million on the settlement of the U.S. qualified pension plan.
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.
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 currency exchange rate differences as well as the net impact of material acquisitions and divestitures 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-year 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
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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.
We may also refer to certain of these measures, or changes in these measures, on a constant currency basis. Adjusted operating margin calculated on a constant currency basis is determined by stating revenues and expenses at prior period foreign currency exchange rates and excludes the impact of foreign currency exchange rates on all hedges. Adjusted EPS on a constant currency basis is determined in the same manner as adjusted operating margin, but also excludes the change in gain or loss on the remeasurement of monetary assets and liabilities.
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, net, 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) deferred loss or gain on derivative instruments. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
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
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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 as well as other costs (or income) that we believe are either unique or unusual to the identified reporting period, and 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 losses or gains related to debt financing transactions, 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 equity financing transaction, mark-to-market losses or gains on our equity investments, expenses related to compensation arrangements entered into concurrent with the closing of an acquisition, and adjustments related to changes in the fair value of acquisition-related contingent consideration amounts.
•Deferred loss or gain on derivative instruments: includes unrealized losses or gains on derivative instruments that do not qualify for hedge accounting as well as the impact of commodity prices on our raw material costs relative to the strike price on our commodity forward contracts.
•Step-up depreciation and amortization: includes depreciation expense associated with the step-up in fair value of assets acquired in connection with a business combination (e.g., property, plant and equipment and inventories) and amortization of intangible assets. 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. These exclusions are made to allow for comparison to prior period operating results and to ensure that internal financial statements reflect depreciation and amortization on ordinary capital expenditures, rather than acquisition-related adjustments.
•Deferred taxes and other tax related: includes adjustments for book-to-tax basis differences due primarily to the step-up in fair value of fixed and 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.
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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 September 30, 2024 and 2023. 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 September 30, 2024
(Dollars in millions, except per share amounts)Operating (Loss)/IncomeOperating MarginIncome TaxesNet (Loss)/IncomeDiluted EPS
Reported (GAAP)$(199.2)(20.3)%$(219.6)$(25.0)$(0.17)
Non-GAAP adjustments:
Restructuring related and other (a)
210.2 21.4 (0.9)209.3 1.39 
Financing and other transaction costs (b)
131.9 13.4 (0.5)139.5 0.92 
Step-up depreciation and amortization43.8 4.5 — 43.8 0.29 
Deferred loss on derivative instruments1.7 0.2 (0.1)0.4 0.00 
Amortization of debt issuance costs— — — 1.3 0.01 
Deferred taxes and other tax related— — (239.2)(239.2)(1.58)
Total adjustments387.6 39.4 (240.7)155.1 1.03 
Adjusted (non-GAAP)$188.4 19.2 %$21.1 $130.1 $0.86 
 For the three months ended September 30, 2023
(Dollars in millions, except per share amounts)Operating IncomeOperating MarginIncome TaxesNet IncomeDiluted EPS
Reported (GAAP)$116.3 11.6 %$17.9 $62.8 $0.41 
Non-GAAP adjustments:
Restructuring related and other (a)
31.5 3.2 (1.4)30.2 0.20 
Financing and other transaction costs (b)
5.7 0.6 — 6.0 0.04 
Step-up depreciation and amortization38.8 3.9 — 38.8 0.25 
Deferred gain on derivative instruments(0.7)(0.1)0.0 (0.1)0.00 
Amortization of debt issuance costs— — — 1.7 0.01 
Deferred taxes and other tax related— — (1.1)(1.1)(0.01)
Total adjustments75.4 7.5 (2.4)75.5 0.50 
Adjusted (non-GAAP)$191.6 19.1 %$20.3 $138.3 $0.91 
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 nine months ended September 30, 2024 and 2023.
 For the nine months ended September 30, 2024
(Dollars in millions, except per share amounts)Operating IncomeOperating MarginIncome TaxesNet IncomeDiluted EPS
Reported (GAAP)$75.5 2.5 %$(169.7)$122.7 $0.81 
Non-GAAP adjustments:
Restructuring related and other (a)
239.4 7.9 (2.2)237.1 1.57 
Financing and other transaction costs (b)
138.7 4.6 (1.4)159.8 1.06 
Step-up depreciation and amortization118.7 3.9 — 118.7 0.79 
Deferred loss/(gain) on derivative instruments1.3 0.0 1.6 (4.4)(0.03)
Amortization of debt issuance costs— — — 4.5 0.03 
Deferred taxes and other tax related— — (233.8)(233.8)(1.55)
Total adjustments498.1 16.5 (235.8)281.9 1.87 
Adjusted (non-GAAP)$573.6 19.0 %$66.1 $404.6 $2.68 
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 For the nine months ended September 30, 2023
(Dollars in millions, except per share amounts)Operating IncomeOperating MarginIncome TaxesNet IncomeDiluted EPS
Reported (GAAP)$383.1 12.5 %$61.5 $198.3 $1.30 
Non-GAAP adjustments:
Restructuring related and other (a)
65.6 2.1 (2.7)62.9 0.41 
Financing and other transaction costs (b)
14.2 0.5 2.8 17.6 0.11 
Step-up depreciation and amortization131.3 4.3 — 131.3 0.86 
Deferred (gain)/loss on derivative instruments(3.9)(0.1)(0.2)0.8 0.01 
Amortization of debt issuance costs— — — 5.1 0.03 
Deferred taxes and other tax related— — 12.1 12.1 0.08 
Total adjustments207.2 6.8 12.0 229.7 1.50 
Adjusted (non-GAAP)$590.3 19.3 %$49.5 $428.1 $2.80 
(a)    The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for the three and nine months ended September 30, 2024 and 2023. (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 September 30,For the nine months ended September 30,
(In millions)2024202320242023
Business and corporate repositioning (i)
$60.1 $30.7 $89.3 $66.0 
Other (ii)
150.1 0.8 150.1 (0.8)
Income tax effect (iii)
(0.9)(1.4)(2.2)(2.7)
Total non-GAAP restructuring related and other (iv)
$209.3 $30.2 $237.1 $62.9 
__________________________
i.Primarily includes charges related to repositioning our business and corporate functions to more effectively respond to the challenges that face the business.
1.The three and nine months ended September 30, 2024 primarily includes (1) certain actions related to restructuring of our IT operations and product lifecycle management including product line discontinuations within the Sensing Solutions segment, resulting in total costs of $32.5 million and $48.4 million, respectively, including severance, contract termination costs, and charges related to asset write-downs, (2) approximately $5.3 million and $19.9 million, respectively, of other various restructuring-related charges, (3) approximately $15.0 million in both periods of costs associated with exiting Spear, primarily recorded in restructuring and other charges, net, and (4) a $6.0 million pension settlement charge in both periods, recorded in restructuring and other charges, net.
2.The three and nine months ended September 30, 2023 primarily includes (1) $1.8 million and $28.4 million, respectively, of charges related to the exit the Spear Marine Business, $0.8 million and $14.4 million of which was recorded in restructuring and other charges, net, and $0.5 million and $13.0 million of which was recorded in cost of revenue, with the remainder recorded in selling general and administrative, (2) $21.4 million of charges incurred in both the three and nine months ended September 30, 2023, as part of the Q3 2023 Plan, recorded in restructuring and other charges, net, and (3) $8.2 million and $10.4 million of charges arising as an indirect result of actions taken in the Q3 2023 Plan, of which approximately $0.7 million and $2.7 million were recorded in restructuring and other charges, net, with the remainder primarily in cost of revenue.
ii.Relates primarily to a $150.1 million non-cash goodwill impairment charge recognized in the third quarter of 2024 related to the Dynapower reporting unit. Also includes costs related to optimization of our manufacturing processes to increase productivity and rationalize our manufacturing footprint and supply chain workforce rationalization and charges incurred related to legal matters associated with acquired businesses, for which new information is brought to light after the measurement period for the business combination is closed, but for which the liability relates to events or activities that occurred prior to our acquisition of the business.
iii.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.
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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(b)    The following table presents the components of our financing and other transaction costs non-GAAP adjustment to net income for the three and nine months ended September 30, 2024 and 2023. (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 September 30,For the nine months ended September 30,
(In millions)2024202320242023
Transaction (gain) / loss (i)
$123.4 $1.5 $126.2 (3.0)
Merger and acquisition compensation arrangements (ii)
8.5 4.2 12.6 16.2
Loss on debt financing (iii)
9.2 — 9.2 0.9 
Loss/(gain) on investments (iv)
(1.1)0.4 13.2 0.7 
Income tax effect (v)
(0.5)— (1.4)2.8 
Total financing and other transaction costs (vi)
$139.5 $6.0 $159.8 $17.6 
__________________________
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 three and nine months ended September 30, 2024, this line includes a loss of $110.1 million on the sale of the Insights business. Refer to Note 16: Disposal for further information on this transaction.
ii.Primarily relates to earnout compensation arrangements entered into concurrent with the closing of an acquisition.
iii.Relates primarily to the loss on the redemption of the 5.0% Senior Notes. Refer to Note 10: Debt for additional information on financing transactions.
iv.Represents mark-to-market losses or gains on our equity investments
v.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.
vi.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.
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 nine months ended September 30,
(In millions)20242023
Net cash provided by operating activities (GAAP)$380.8 $351.6 
Additions to property, plant and equipment and capitalized software(126.8)(136.2)
Free cash flow (non-GAAP)$254.1 $215.4 
The following table provides a reconciliation of corporate and other expenses in accordance with U.S. GAAP to adjusted corporate and other expenses.
For the three months ended September 30, For the nine months ended September 30,
(In millions)2024202320242023
Corporate and other expenses (GAAP)$(268.8)$(75.1)$(442.7)$(219.0)
Restructuring related and other182.5 9.2 209.4 20.9 
Financing and other transaction costs18.9 2.0 23.8 5.6 
Step-up depreciation and amortization0.2 0.4 0.8 0.7 
Deferred loss/(gain) on derivative instruments1.7 (0.7)1.3 (3.9)
Total adjustments203.5 10.9 235.2 23.3 
Adjusted corporate and other expenses (non-GAAP)$(65.4)$(64.2)$(207.4)$(195.7)
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The following table provides a reconciliation of net (loss)/income in accordance with U.S. GAAP to adjusted EBITDA.
For the three months ended September 30, For the nine months ended September 30,
(In millions)LTM2024202320242023
Net (loss)/income$(79.5)$(25.0)$62.8 $122.7 $198.3 
Interest expense, net138.6 33.1 36.9 102.8 115.1 
(Benefit from)/provision for income taxes(209.4)(219.6)17.9 (169.7)61.5 
Depreciation expense136.9 33.7 33.3 100.7 96.9 
Amortization of intangible assets160.9 44.7 40.0 122.3 135.3 
EBITDA147.4 (133.1)190.9 278.8 607.1 
Non-GAAP adjustments
Restructuring related and other585.3 210.2 31.5 239.4 65.6 
Financing and other transaction costs167.8 140.0 6.0 161.1 14.8 
Deferred (gain)/loss on derivative instruments(9.0)0.5 (0.2)(6.0)1.0 
Adjusted EBITDA$891.5 $217.6 $228.3 $673.3 $688.4 
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)September 30,
2024		December 31,
2023
Current portion of long-term debt and finance lease obligations$2.1 $2.3 
Finance lease obligations, less current portion21.7 22.9 
Long-term debt, net3,174.4 3,374.0 
Total debt and finance lease obligations3,198.1 3,399.2 
Less: debt premium, net of discount (debt discount, net of premium)0.8 (1.6)
Less: deferred financing costs(26.4)(24.4)
Total gross indebtedness$3,223.8 $3,425.2 
Adjusted EBITDA (LTM)$891.5 $906.6 
Gross leverage ratio3.63.8
Total gross indebtedness$3,223.8 $3,425.2 
Less: cash and cash equivalents506.2 508.1 
Net debt$2,717.6 $2,917.1 
Adjusted EBITDA (LTM)$891.5 $906.6 
Net leverage ratio3.03.2
Liquidity and Capital Resources
As of September 30, 2024 and December 31, 2023, 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)September 30,
2024		December 31,
2023
United Kingdom$12.4 $12.6 
United States8.3 12.9 
The Netherlands201.6 158.2 
China219.1 250.8 
Other64.7 73.7 
Total$506.2 $508.1 
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
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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.
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 September 30, 2024
(In millions)USDEURGBPCNYOther
United Kingdom$1.5 €0.4 £7.8 ¥— 
United States8.2 0.1 — — 
The Netherlands197.1 3.9 0.1 — 
China71.0 — — 1,038.8 
Other51.0 1.7 — — 
Total$328.8 €6.1 £7.9 ¥1,038.8 
USD Equivalent$6.8 $10.6 $148.2 $11.8 
As of December 31, 2023
(In millions)USDEURGBPCNYOther
United Kingdom$0.4 €0.0 £11.9 ¥— 
United States12.9 0.0 — — 
The Netherlands143.9 12.2 0.3 — 
China155.2 — — 679.4 
Other58.3 2.5 — — 
Total$370.7 €14.7 £12.2 ¥679.4 
USD Equivalent$16.2 $15.6 $95.6 $10.0 
Cash Flows:
The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2024 and 2023. 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 nine months ended
(In millions)September 30, 2024September 30, 2023
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items
$423.3 $483.8 
Changes in operating assets and liabilities, net(37.2)(109.6)
Cash operating activities(5.2)(22.6)
Operating activities380.8 351.6 
Investing activities15.2 (117.6)
Financing activities(400.3)(569.8)
Effects of exchange rate differences2.4 — 
Net change$(1.9)$(335.8)
Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2024 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.
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Investing activities. Net cash provided by investing activities for the nine months ended September 30, 2024 was $15.2 million compared to a use of cash of $117.6 million for the corresponding period of the prior year. This change was primarily due to the proceeds from the sale of our Insights business of $138.3 million in the nine months ended September 30, 2024. For fiscal year 2024, we anticipate capital expenditures of approximately $165.0 million, which we expect to fund with cash on hand.
Financing activities. Net cash used in financing activities for the nine months ended September 30, 2024 decreased compared to the corresponding period of the prior year, primarily due to $500.0 million cash received from the issuance of the 6.625% Senior Notes in the second quarter of 2024, partially offset by higher payments on debt of approximately $252.2 million (reflecting the early redemption of our $700 million 5.0% Senior Notes in the third quarter of 2024 as compared to the prepayment of the Term Loan in the first half of 2023) and the payment of $79.4 million to repurchase the remaining equity interest in a former joint venture in the nine months ended September 30, 2024. Refer to Note 12: Shareholders' Equity for additional information.
Indebtedness and Liquidity
As of September 30, 2024, we had $3.2 billion in gross indebtedness, which includes finance lease obligations and excludes debt discounts, premiums, and deferred financing costs.
In June 2024, our indirect, wholly-owned subsidiary, STI, completed the issuance and sale of the 6.625% Senior Notes. In July 2024, we used the proceeds from this issuance, together with cash on hand, for the redemption in full of the 5.0% Senior Notes, which were issued by our indirect, wholly-owned subsidiary, STBV. Refer to Note 10: Debt of the Financial Statements included elsewhere in this Report for additional information on these transactions and our overall debt.
Capital Resources
Senior Secured Credit Facilities
The credit agreement governing our secured credit facility (as amended, supplemented, waived, or otherwise modified, the "Credit Agreement") provides for the Senior Secured Credit Facilities, which consist of the Term Loan, the Revolving Credit Facility, and incremental availability (the "Accordion") under which additional secured credit facilities could be issued under certain circumstances. In the first and second quarters of 2023, we repaid the Term Loan balance in full.
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 September 30, 2024, 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 September 30, 2024, no amounts had been drawn against these outstanding letters of credit. Availability under the Accordion varies each period based on our attainment of certain financial metrics as set forth in the terms of the Credit Agreement and the indentures under which our senior notes were issued (the "Senior Notes Indentures"). As of September 30, 2024, availability under the Accordion was approximately $2.8 billion.
We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement 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 October 18, 2024, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a positive 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
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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 nine months ended September 30, 2024.
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 2023 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 September 30, 2024, 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 $423.1 million remained available as of September 30, 2024. In the nine months ended September 30, 2024, we repurchased 1.3 million ordinary shares under the September 2023 Program. In the nine months ended September 30, 2023, we repurchased 1.5 million ordinary shares under the January 2022 Program
Dividends
In the nine months ended September 30, 2024 and 2023, we paid aggregate cash dividends of $54.3 million and $53.4 million, respectively. On October 28, 2024, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable on November 27, 2024 to shareholders of record as of November 13, 2024.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity's reportable segments. This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and an amount for "other segment items" included in the determination of segment operating income. The guidance also requires that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting, in interim periods, and that a public entity provide the title and position of the chief operating decision maker. There is no change to the guidance for identification or aggregation of operating or reportable segments. Other requirements of the guidance are not expected to be material. FASB ASU No. 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The guidance will be applied retrospectively to all prior periods presented. We adopted the guidance in FASB ASU No. 2023-07 on January 1, 2024 and will include the required new annual and quarterly disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, respectively.
In December 2023, the FASB issued ASU No. 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The guidance also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the standard is effective for annual periods beginning after December 15, 2024. We do not expect the adoption of FASB ASU No. 2023-09 to have an impact on our results of operations or financial condition, but it is expected to increase the amount of disclosures required in the notes to the consolidated financial statements.
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 2023 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 nine months of 2024.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk.
No significant changes to our market risk have occurred since December 31, 2023. For a discussion of market risks affecting us, refer to Part II, Item 7A: Quantitative and Qualitative Disclosures About Market Risk included in our 2023 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 September 30, 2024. 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 September 30, 2024, 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, 2023, we identified material weaknesses in maintaining an appropriate internal control environment. Management did not specify objectives with sufficient clarity to enable an appropriate level of risk assessment and monitoring. Additionally, our 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, 2023, 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.
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 September 30, 2024 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 to work 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.
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•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 developing remediation plans.
•Assessed the specific training needs for newly hired and existing personnel and developed and delivered training programs designed to uphold our internal controls standards.
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. Therefore, we cannot assure you when these material weaknesses will be remediated, that additional actions will not be required to remediate these material weaknesses, or the costs of any such additional actions.
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 2023 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 ShareTotal 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)
July 1 through July 31, 20246,616 $38.88 — $461.8 
August 1 through August 31, 2024341,818 $38.28 329,675 $449.2 
September 1 through September 30, 2024789,392 $35.67 732,282 $423.1 
Quarter total1,137,826 $36.47 1,061,957 $423.1 
___________________________________
(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 6,616, 12,143, and 57,110 ordinary shares withheld in July 2024, August 2024, and September 2024, respectively, representing a total aggregate fair value of $2.8 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
During the three-month fiscal period ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6.Exhibits.
Exhibit No.Description
3.1
31.1
31.2
31.3
32.1
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document. *
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LABInline XBRL Taxonomy Extension Label Linkbase Document. *
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document. *
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
___________________________________
*    Filed herewith
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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: November 4, 2024
SENSATA TECHNOLOGIES HOLDING PLC
/s/ Martha Sullivan
(Martha Sullivan)
Interim President and Chief Executive Officer
(Principal Executive Officer)
/s/ Brian Roberts
(Brian Roberts)
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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