What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-07 compared with 2023-08-01 · 180 added, 135 removed, 502 unchanged (39% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

September 30,

2023 December 31,

1 unchanged sentence

Cash and cash equivalents $ 889,703 $ 1,225,518

Accounts receivable, net of allowances of $ 32,409 and $ 24,246 as of June 30, 2023 and December 31, 2022, respectively

Accounts receivable, net of allowances of $ 35,207 and $ 24,246 as of September 30, 2023 and December 31, 2022, respectively

766,835 742,382

4 unchanged sentences

Goodwill 3,864,490 3,911,224

Other intangible assets, net of accumulated amortization of $ 2,444,191 and $ 2,352,813 as of June 30, 2023 and December 31, 2022, respectively

Other intangible assets, net of accumulated amortization of $ 2,484,206 and $ 2,352,813 as of September 30, 2023 and December 31, 2022, respectively

921,444 999,722

17 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 175,793 and 175,207 shares issued as of June 30, 2023 and December 31, 2022, respectively

Treasury shares, at cost, 23,371 and 22,781 shares as of June 30, 2023 and December 31, 2022, respectively

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 175,819 and 175,207 shares issued as of September 30, 2023 and December 31, 2022, respectively

Treasury shares, at cost, 24,260 and 22,781 shares as of September 30, 2023 and December 31, 2022, respectively

( 1,185,060 ) ( 1,124,713 )

8 unchanged sentences

(In thousands, except per share amounts)

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Net revenue $ 1,001,302 $ 1,018,268 $ 3,061,589 $ 3,014,586

18 unchanged sentences

(In thousands)

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Net income $ 62,801 $ 140,253 $ 198,329 $ 197,535

Other comprehensive income:

Other comprehensive (loss)/income:

Cash flow hedges ( 401 ) 10,329 11,092 22,362

Defined benefit and retiree healthcare plans 248 577 865 1,385

Other comprehensive income 8,910 9,563 12,110 12,841

Other comprehensive (loss)/income ( 153 ) 10,906 11,957 23,747

Comprehensive income $ 62,648 $ 151,159 $ 210,286 $ 221,282

3 unchanged sentences

(In thousands)

For the six months ended

June 30, 2023 June 30, 2022

For the nine months ended

September 30, 2023 September 30, 2022

Cash flows from operating activities:

8 unchanged sentences

Deferred income taxes 12,323 3,313

Mark-to-market loss on equity investments, net 302 71,100

Loss on equity investments, net

Unrealized loss on derivative instruments and other 15,712 40,702

17 unchanged sentences

Payment of employee restricted stock tax withholdings ( 12,067 ) ( 7,834 )

Proceeds from borrowings on debt — 500,000

Payments on debt ( 448,640 ) ( 507,968 )

12 unchanged sentences

Number Amount Number Amount

Balance as of March 31, 2023 175,298 $ 2,243 ( 22,781 ) $ ( 1,124,713 ) $ 1,876,168 $ 2,452,858 $ ( 13,064 ) $ 3,193,492

Balance as of June 30, 2023 175,793 $ 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 )

6 unchanged sentences

Net income — — — — — 62,801 — 62,801

Other comprehensive income — — — — — — 8,910 8,910

Balance as of June 30, 2023 175,793 $ 2,249 ( 23,371 ) $ ( 1,149,838 ) $ 1,889,234 $ 2,472,281 $ ( 4,154 ) $ 3,209,772

Other comprehensive loss — — — — — — ( 153 ) ( 153 )

Balance as of September 30, 2023 175,819 $ 2,249 ( 24,260 ) $ ( 1,185,060 ) $ 1,896,081 $ 2,516,218 $ ( 4,307 ) $ 3,225,181

Balance as of December 31, 2022 175,207 $ 2,242 ( 22,781 ) $ ( 1,124,713 ) $ 1,866,201 $ 2,383,341 $ ( 16,264 ) $ 3,110,807

8 unchanged sentences

Other comprehensive income — — — — — — 11,957 11,957

Balance as of June 30, 2023 175,793 $ 2,249 ( 23,371 ) $ ( 1,149,838 ) $ 1,889,234 $ 2,472,281 $ ( 4,154 ) $ 3,209,772

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

Balance as of September 30, 2023 175,819 $ 2,249 ( 24,260 ) $ ( 1,185,060 ) $ 1,896,081 $ 2,516,218 $ ( 4,307 ) $ 3,225,181

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

Total Shareholders' Equity

Number Amount Number Amount

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

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

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

7 unchanged sentences

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

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

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

Balance as of December 31, 2021 174,287 $ 2,232 ( 16,438 ) $ ( 832,439 ) $ 1,812,244 $ 2,132,257 $ ( 19,560 ) $ 3,094,734

8 unchanged sentences

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

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

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

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

13 unchanged sentences

Revenue Recognition

The following tables present net revenue disaggregated by segment and end market for the three and six months ended June 30, 2023 and 2022 for our two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"):

For the three months ended June 30, 2023 For the three months ended June 30, 2022 (3)

The following tables present net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2023 and 2022 for our two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"):

For the three months ended September 30, 2023 For the three months ended September 30, 2022 (3)

PS SS Total PS SS Total

7 unchanged sentences

Total $ 753,988 $ 247,314 $ 1,001,302 $ 739,449 $ 278,819 $ 1,018,268

For the six months ended June 30, 2023 (3)

For the six months ended June 30, 2022 (3)

For the nine months ended September 30, 2023 (3)

For the nine months ended September 30, 2022 (3)

PS SS Total PS SS Total

11 unchanged sentences

(3) Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting.

The amounts previously reported in the tables above for the three and six months ended June 30, 2022 have been retrospectively recast to reflect this change.

In addition, the six months ended June 30, 2023 includes amounts for the three months ended March 31, 2023 that have been retrospectively adjusted for this change.

The amounts previously reported in the tables above for the three and nine months ended September 30, 2022 have been retrospectively recast to reflect this change.

In addition, the nine months ended September 30, 2023 includes amounts for the three months ended March 31, 2023 that have been retrospectively adjusted for this change.

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three and six months ended June 30, 2023 and 2022:

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

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, 2023 and 2022:

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Stock options $ ( 2 ) $ 158 $ ( 88 ) $ 467

2 unchanged sentences

Equity Awards

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the Sensata Technologies Holding plc 2021 Equity Incentive Plan during the six months ended June 30, 2023:

Awards Granted To:

7 unchanged sentences

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

These RSUs will fully vest on various dates between January 2026 and June 2026.

(3) These PRSUs vest on various dates between April 2026 and June 2026.

These RSUs will fully vest on various dates between January 2026 and August 2026.

(3) These PRSUs vest on various dates between April 2026 and July 2026.

The number of units that ultimately vest will be between 0 % and 200 % and is dependent on the achievement of certain performance criteria.

(4) These awards include certain PRSUs with market performance conditions that will be evaluated relative to the performance of certain peers as defined in the award agreement.

The number of units that ultimately vest (in April 2026) will be from 0 % to 150 %, depending on achievement of these performance criteria.

The number of units that ultimately vest (in April 2026 and July 2026) will be from 0 % to 150 %, depending on achievement of these performance criteria.

Total grant date value of these PRSUs is approximately $ 5.7 million and was valued using the Monte Carlo method.

Related share-based compensation expense recognized in the three and six months ended June 30, 2023 was $ 0.6 million.

Related share-based compensation expense recognized in the three and nine months ended September 30, 2023 was $ 0.6 million and $ 1.1 million, respectively.

Restructuring and Other Charges, Net

The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2023 and 2022:

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Severance costs, net (1)

In the three months ended September 30, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”).

The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end-markets and to take active measures to accelerate our margin recovery.

The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact 451 positions.

Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $ 20.5 million and $ 25.5 million, primarily related to reductions-in-force.

The majority of the actions under the Q3 2023 Plan are expected to be completed on or before June 30, 2024.

We expect to settle these charges with cash on hand.

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

(Dollars in thousands)

Positions Minimum Maximum

Performance Sensing 157 $ 7,043 $ 8,495

Sensing Solutions 145 5,214 7,495

Corporate and other 149 8,243 9,510

Total 451 $ 20,500 $ 25,500

Restructuring charges recognized in the three and nine months ended September 30, 2023 resulting from the Q3 2023 Plan are presented by business segment and corporate functions below.

Severance Facility and other exit costs (1)

Performance Sensing $ 7,086 $ 237

Sensing Solutions 4,570 955

Corporate and other 8,533 —

Q3 2023 Plan total $ 20,189 $ 1,192

___________________________________

(1) Includes site closures

Marine Business

On June 6, 2023, we announced that we had made the decision to exit the marine energy storage business (the "Marine Business") of Spear Power Systems (“Spear”), which had been included in the Sensing Solutions reportable segment.

Exiting the Marine Business resulted in charges of $ 0.9 million and $ 39.2 million in the three and nine months ended September 30, 2023, respectively, as presented in the table below:

Period ended September 30, 2023

Location Three months Nine Months

Accelerated amortization Amortization of intangible assets $ — $ 13,527

Write-down of inventory Cost of revenue — 10,479

Severance charges

Restructuring and other charges, net — 1,168

Write-down of property, plant and equipment

Restructuring and other charges, net — 1,735

Other charges, including contract termination costs Restructuring and other charges, net 876 12,278

Total $ 876 $ 39,187

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, 2023 and 2022:

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Q3 2023 Plan charges (1)

$ 21,381 $ — $ 21,381 $ —

Other restructuring and other charges, net

Severance charges, net (2)

( 435 ) 6,249 8,527 6,836

Facility and other exit costs 494 2,181 1,029 4,470

2 unchanged sentences

795 11,882 13,831 4,547

Other (1)(2)(3)

12,870 ( 1,178 ) 13,036 ( 7,335 )

Restructuring and other charges, net $ 26,004 $ ( 107,441 ) $ 53,262 $ ( 80,811 )

___________________________________

(1) The three and six months ended June 30, 2023 include certain costs to exit the marine energy storage business (the "Marine Business") of Spear Power Systems (“Spear”) as discussed below.

(2) We have reclassified acquisition-related compensation arrangements for the three and six months ended June 30, 2022 from the "other" caption within restructuring and other charges, net, to correspond to current period presentation.

(3) The six months ended June 30, 2022 primarily includes gains related to changes in the fair value of acquisition-related contingent consideration amounts.

On June 6, 2023, we announced that we had made the decision to exit the Marine Business, which was included in the Sensing Solutions reportable segment.

Exiting the Marine Business resulted in a charge of $ 38.3 million in the three and six months ended June 30, 2023.

The charge included $ 13.5 million of accelerated amortization of definite-lived intangible assets, presented in amortization of intangible assets, and a $ 10.5 million write-down of inventory, presented in cost of revenue.

In addition, certain of these charges are presented in restructuring and other charges, net, including $ 1.2 million of severance costs, $ 1.7 million related to the write-down of property, plant, and equipment, $ 2.3 million related to the write-down of accounts receivables, and $ 9.1 million of other charges, including contract termination costs.

The following table presents a rollforward of our severance liability for the six months ended June 30, 2023:

(1) Includes severance charges and facility and other exit costs relating to the Q3 2023 Plan as detailed under the heading Q3 2023 Plan above.

(2) Each period presented includes severance charges, net of reversals, that do not represent the initiation of a larger restructuring plan.

The nine months ended September 30, 2023 includes severance charges incurred as a result of the exit of the Marine Business as detailed under the heading Marine Business above.

(3) The three and nine months ended September 30, 2023 include charges related to the exit of the Marine Business, including the write-down of property, plant and equipment and other charges, including contract termination costs, as detailed under the heading Marine Business above.

(4) The three and nine months ended September 30, 2022 include transaction-related charges to sell various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business"), partially offset in the nine months ended September 30, 2022 by gains related to changes in the fair value of acquisition-related contingent consideration amounts.

The following table presents a rollforward of our severance liability for the nine months ended September 30, 2023:

Q3 2023 Plan Other Total

Balance as of December 31, 2022 $ — $ 8,617 $ 8,617

2 unchanged sentences

Foreign currency remeasurement — 92 92

Balance as of June 30, 2023 $ 5,401

The severance liability as of June 30, 2023 and December 31, 2022 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

The following table presents the components of other, net for the three and six months ended June 30, 2023 and 2022:

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Balance as of September 30, 2023 $ 17,201 $ 2,550 $ 19,751

The severance liability as of September 30, 2023 and December 31, 2022 were entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

The following table presents the components of other, net for the three and nine months ended September 30, 2023 and 2022:

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Currency remeasurement loss on net monetary assets $ ( 4,491 ) $ ( 12,583 ) $ ( 15,057 ) $ ( 26,740 )

Gain on foreign currency forward contracts 4,423 3,165 4,607 1,922

(Loss)/gain on foreign currency forward contracts ( 1,301 ) 6,178 3,306 8,100

Loss on commodity forward contracts ( 476 ) ( 5,773 ) ( 4,846 ) ( 14,603 )

Loss on debt financing — ( 5,468 ) ( 857 ) ( 5,468 )

Mark-to-market loss on equity investments, net ( 302 ) ( 11,821 ) ( 302 ) ( 71,100 )

Loss on equity investments, net

( 376 ) ( 4,035 ) ( 678 ) ( 75,135 )

Net periodic benefit cost, excluding service cost ( 863 ) ( 868 ) ( 2,644 ) ( 2,262 )

1 unchanged sentence

Other, net $ 1,317 $ ( 21,371 ) $ ( 8,215 ) $ ( 111,067 )

The following table presents the provision for income taxes for the three and six months ended June 30, 2023 and 2022:

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

The following table presents the provision for income taxes for the three and nine months ended September 30, 2023 and 2022:

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Provision for income taxes $ 17,868 $ 46,421 $ 61,467 $ 74,029

5 unchanged sentences

We are continually evaluating both the positive and negative evidence for this partial valuation allowance.

We believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed.

We believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become

available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed.

Release of the valuation allowance would result in the recognition of this deferred tax asset and a decrease to income tax expense for the period the release is recorded.

2 unchanged sentences

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

For the three and six months ended June 30, 2023 and 2022 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

For the three and nine months ended September 30, 2023 and 2022 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Basic weighted-average ordinary shares outstanding 152,046 154,474 152,421 156,124

4 unchanged sentences

These potential ordinary shares were as follows:

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Anti-dilutive shares excluded 1,815 1,917 1,274 1,116

Contingently issuable shares excluded 1,239 1,513 1,291 1,299

The following table presents the components of inventories as of June 30, 2023 and December 31, 2022:

The following table presents the components of inventories as of September 30, 2023 and December 31, 2022:

September 30,

2023 December 31,

3 unchanged sentences

Inventories $ 683,646 $ 644,875

The following table presents the components of long-term debt, finance lease and other financing obligations as of June 30, 2023 and December 31, 2022:

Maturity Date June 30,

The following table presents the components of long-term debt, finance lease and other financing obligations as of September 30, 2023 and December 31, 2022:

Maturity Date September 30,

2023 December 31,

27 unchanged sentences

Debt of the audited consolidated financial statements and notes thereto included in the 2022 Annual Report for additional information regarding our existing indebtedness.

As of June 30, 2023, we had $ 746.1 million available under our $ 750.0 million revolving credit facility (the "Revolving Credit Facility"), net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

On August 22, 2023, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc.

("STI"), Sensata Technologies Intermediate Holding B.V., and Sensata Technologies B.V.

(“STBV”), entered into an amendment (the “Thirteenth Amendment”) to (i) the credit agreement, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement"), and (ii) the Foreign Guaranty, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified prior to the Thirteenth Amendment).

Among other changes to the Credit Agreement, the Thirteenth Amendment, (i) released the Foreign Guarantors (excluding STBV) (the "Specified Foreign Guarantors") from all of their remaining obligations as guarantors and securing parties under the Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions, and (ii) modified certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder.

The Specified Foreign Guarantors were released from their guaranty obligations with respect to STBV’s 5.625 % senior notes due 2024, 5.000 % senior notes due 2025, 4.000 % senior notes due 2029 and 5.875 % senior notes due 2030 and with respect to STI’s 4.375 % senior notes due 2030 and 3.750 % senior notes due 2031, in each case in accordance with the terms of the relevant indenture pursuant to which such senior notes were issued.

As of September 30, 2023, we had $ 746.1 million available under our $ 750.0 million revolving credit facility (the "Revolving Credit Facility"), net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

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

As of June 30, 2023, no amounts had been drawn against these outstanding letters of credit.

As of September 30, 2023, no amounts had been drawn against these outstanding letters of credit.

Accrued Interest

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

As of June 30, 2023 and December 31, 2022, accrued interest totaled $ 48.9 million and $ 50.1 million, respectively.

As of September 30, 2023 and December 31, 2022, accrued interest totaled $ 54.0 million and $ 50.1 million, respectively.

Commitments and Contingencies

3 unchanged sentences

Cash Dividends

In the three and six months ended June 30, 2023, we paid aggregate cash dividends of $ 18.3 million and $ 35.1 million, respectively, compared to $ 17.2 million in each of the three and six months ended June 30, 2022.

On July 20, 2023, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable on August 23, 2023 to shareholders of record as of August 9, 2023.

In the three and nine months ended September 30, 2023, we paid aggregate cash dividends of $ 18.3 million and $ 53.4 million, respectively, compared to $ 17.0 million and $ 34.3 million in the three and nine months ended September 30, 2022, respectively.

On October 26, 2023, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable on November 22, 2023 to shareholders of record as of November 8, 2023.

Treasury Shares

1 unchanged sentence

On January 20, 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 the three and six months ended June 30, 2023, we repurchased 0.6 million ordinary shares (for an aggregate value of $ 25.1 million).

We did not repurchase any ordinary shares under this program in the three months ended March 31, 2023.

In the three and six months ended June 30, 2022, we repurchased 1.7 million ordinary shares (for an aggregate value of $ 78.9 million) and 2.8 million ordinary shares (for an aggregate value of $ 146.2 million), respectively.

On September 26, 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, 2023, we repurchased 0.9 million and 1.5 million ordinary shares, respectively (for an aggregate value of $ 35.2 million and $ 60.3 million, respectively).

In the three and nine months ended September 30, 2022, we repurchased 2.3 million and 5.2 million ordinary shares, respectively (for an aggregate value of $ 98.4 million and $ 244.6 million, respectively).

All share repurchases in these periods were made under the January 2022 Program.

As of June 30, 2023, $ 199.4 million remained available for repurchase under the January 2022 Program.

As of September 30, 2023, $ 164.2 million remained available for repurchase under the January 2022 Program.

Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive loss for the six months ended June 30, 2023:

The following table presents the components of accumulated other comprehensive loss for the nine months ended September 30, 2023:

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

3 unchanged sentences

Other comprehensive income 11,092 865 11,957

Balance as of June 30, 2023 $ 27,158 $ ( 31,312 ) $ ( 4,154 )

The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and six months ended June 30, 2023 and 2022:

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

Balance as of September 30, 2023 $ 26,757 $ ( 31,064 ) $ ( 4,307 )

The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2023 and 2022:

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

Component 2023 2022 2023 2022

13 unchanged sentences

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 are shown in the below table.

The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 are shown in the below table.

September 30,

2023 December 31,

15 unchanged sentences

We considered the exit of the Marine Business and determined that goodwill related to the Clean Energy Solutions reporting unit was not impaired as of the date of the exit.

No other events or changes in circumstances occurred in the six months ended June 30, 2023 that would have triggered the need for an additional impairment review of our goodwill and other indefinite-lived intangible assets.

No other events or changes in circumstances occurred in the nine months ended September 30, 2023 that would have triggered the need for an additional impairment review of our goodwill and other indefinite-lived intangible assets.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022.

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, 2023 and December 31, 2022.

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Carrying Value (1)

16 unchanged sentences

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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments—Equity Securities .

As of June 30, 2023 and December 31, 2022, we held equity investments under the measurement alternative of $ 18.3 million and $ 15.0 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

There were no impairments or changes resulting from observable transactions for these investments in the three and six months ended June 30, 2023 and 2022 and no adjustments have been made to their carrying values as of June 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, we held equity investments under the measurement alternative of $ 18.2 million and $ 15.0 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

There were no impairments or changes resulting from observable transactions for these investments in the three and nine months ended September 30, 2023 and 2022 and no adjustments have been made to their carrying values as of September 30, 2023 and December 31, 2022.

Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three and six months ended June 30, 2023 and 2022, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

As of June 30, 2023, we estimated that $ 30.1 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending June 30, 2024.

As of June 30, 2023, we had the following outstanding foreign currency forward contracts:

For the three and nine months ended September 30, 2023 and 2022, 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, 2023, we estimated that $ 30.8 million of net gains will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2024.

As of September 30, 2023, we had the following outstanding foreign currency forward contracts:

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

Designation (1)

11.0 EUR June 21, 2023 July 31, 2023 Euro ("EUR") to USD 1.09 USD Not designated

375.0 EUR Various from July 2021 to June 2023 Various from July 2023 to June 2025 EUR to USD 1.09 USD Cash flow hedge

770.0 CNY June 21, 2023 July 31, 2023 USD to Chinese Renminbi ("CNY") 7.16 CNY Not designated

300.0 CNY Various in January 2023 Various from July 2023 to September 2023 USD to CNY 6.74 CNY Cash flow hedge

436.0 JPY June 21, 2023 July 31, 2023 USD to Japanese Yen ("JPY") 141.47 JPY Not designated

26,312.5 KRW Various from August 2021 to June 2023 Various from July 2023 to May 2025 USD to Korean Won ("KRW") 1,273.23 KRW Cash flow hedge

25.0 MYR June 21, 2023 July 31, 2023 USD to Malaysian Ringgit ("MYR") 4.63 MYR Not designated

4,318.3 MXN Various from July 2021 to June 2023 Various from July 2023 to June 2025 USD to Mexican Peso ("MXN") 20.78 MXN Cash flow hedge

5.2 GBP June 21, 2023 July 31, 2023 British Pound Sterling ("GBP") to USD 1.27 USD Not designated

58.6 GBP Various from July 2021 to June 2023 Various from July 2023 to June 2025 GBP to USD 1.23 USD Cash flow hedge

33.0 EUR September 27, 2023 October 31, 2023 Euro ("EUR") to USD 1.05 USD Not designated

423.6 EUR Various from October 2021 to September 2023 Various from October 2023 to September 2025 EUR to USD 1.10 USD Cash flow hedge

422.0 CNY September 22, 2023 October 31, 2023 USD to Chinese Renminbi ("CNY") 7.21 CNY Not designated

35.0 USD September 26, 2023 October 31, 2023 USD to CNY 7.21 CNY Not designated

259.0 JPY September 27, 2023 October 31, 2023 USD to Japanese Yen ("JPY") 148.51 JPY Not designated

28,600.8 KRW Various from November 2021 to September 2023 Various from October 2023 to August 2025 USD to Korean Won ("KRW") 1,281.04 KRW Cash flow hedge

20.0 MYR September 26, 2023 October 31, 2023 USD to Malaysian Ringgit ("MYR") 4.66 MYR Not designated

147.0 MXN September 27, 2023 October 31, 2023 USD to Mexican Peso ("MXN") 17.71 MXN Not designated

4,510.0 MXN Various from October 2021 to September 2023 Various from October 2023 to September 2025 USD to Mexican Peso ("MXN") 20.18 MXN Cash flow hedge

2.5 GBP September 27, 2023 October 31, 2023 British Pound Sterling ("GBP") to USD 1.21 USD Not designated

59.1 GBP Various from October 2021 to September 2023 Various from October 2023 to September 2025 GBP to USD 1.23 USD Cash flow hedge

___________________________________

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Hedges of Commodity Risk

As of June 30, 2023, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging :

As of September 30, 2023, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815, Derivatives and Hedging :

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

Silver 769,760 troy oz.

July 2023 to May 2025 $ 23.31

October 2023 to July 2025 $ 23.51

Gold 6,637 troy oz.

July 2023 to May 2025 $ 1,932.48

Nickel 200,265 pounds July 2023 to May 2025 $ 11.47

Aluminum 3,902,120 pounds July 2023 to May 2025 $ 1.19

Copper 7,730,119 pounds July 2023 to May 2025 $ 3.98

October 2023 to July 2025 $ 1,961.81

Nickel 176,177 pounds October 2023 to July 2025 $ 11.50

Aluminum 3,736,472 pounds October 2023 to July 2025 $ 1.16

Copper 7,021,620 pounds October 2023 to July 2025 $ 3.92

Platinum 7,621 troy oz.

July 2023 to May 2025 $ 982.97

October 2023 to July 2025 $ 983.17

Palladium 1,103 troy oz.

July 2023 to May 2025 $ 1,944.38

October 2023 to July 2025 $ 1,816.99

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022:

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, 2023 and December 31, 2022:

Asset Derivatives Liability Derivatives

Balance Sheet Location June 30,

Balance Sheet Location September 30,

2023 December 31,

2022 Balance Sheet Location June 30,

2022 Balance Sheet Location September 30,

2023 December 31,

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

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended June 30, 2023 and 2022:

Derivatives designated as

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

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

2023 2022 2023 2022

5 unchanged sentences

Foreign currency forward contracts $ ( 1,301 ) $ 6,178 Other, net

Derivatives designated as

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

2023 2022 2023 2022

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

As of June 30, 2023, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 13.6 million.

As of June 30, 2023, we had no t posted any cash collateral related to these agreements.

As of September 30, 2023, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 9.6 million.

As of September 30, 2023, we had no t posted any cash collateral related to these agreements.

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

5 unchanged sentences

As of December 31, 2022, we had recognized $ 24.7 million of this acquisition-related incentive compensation.

In the three and six months ended June 30, 2023, we recognized an additional $ 0.2 million and $ 3.5 million, respectively, of this acquisition-related incentive compensation.

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

In the three and nine months ended September 30, 2023, we recognized an additional $ 1.8 million and $ 5.3 million, respectively, of this acquisition-related incentive compensation, which is recorded in restructuring and other charges, net.

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

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

On July 12, 2022, we completed the acquisition of all of the outstanding equity interests of DP Acquisition Corp ("Dynapower"), a leader in power conversion systems including inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications, for an aggregate cash purchase price of $ 577.5 million, subject to certain post-closing items.

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

2 unchanged sentences

We recorded measurement period adjustments in the three months ended June 30, 2023 that predominantly reflected an updated valuation of definite-lived intangible assets.

Accordingly, definite-lived intangible assets increased $ 57.2 million (primarily customer relationships).

Along with other adjustments, including the associated deferred income tax liability on acquired intangibles, goodwill decreased $ 41.0 million.

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

Accordingly, definite-lived intangible assets in the three months ended June 30, 2023 increased $ 57.2 million (primarily customer relationships).

Along with other adjustments, including the associated deferred income tax liability on acquired intangibles, goodwill decreased $ 41.0 million as a result of these adjustments.

The allocation of the purchase price related to this acquisition was finalized in the three months ended September 30, 2023.

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

Net working capital, excluding cash $ 9,958

8 unchanged sentences

Fair value of net assets acquired $ 577,473

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

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

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

The goodwill recognized as a result of this acquisition represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships.

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

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

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

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

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Divestiture - Qinex Business

On May 27, 2022, we executed an asset purchase agreement (the "APA") whereby we agreed to sell various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business") to LTI Holdi ngs, Inc.

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

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

10 unchanged sentences

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

In the three months ended June 30, 2023, we received an escrow payment of $ 15.0 million, which includes $ 10.0 million (presented in cash flows from operating activities) related to the transfer of inventory.

Approximately $ 4.0 million remains in escrow as of June 30, 2023.

In the three months ended June 30, 2023, we received an escrow payment of $ 15.0 million, which included $ 10.0 million (presented in cash flows from operating activities) related to the transfer of inventory.

Approximately $ 4.0 million remains in escrow as of September 30, 2023.

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

14 unchanged sentences

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2022 Annual Report.

The following table presents net revenue and segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the three and six months ended June 30, 2023 and 2022.

The amounts previously reported in the table below for the three and six months ended June 30, 2022 have been retrospectively recast to reflect the move of the material handling products between operating segments as described above.

In addition, the six months ended June 30, 2023 includes amounts for the three months ended March 31, 2023 that have been retrospectively adjusted for this change.

For the three months ended For the six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

The amounts previously reported in the table below for the three and nine months ended September 30, 2022 have been retrospectively recast to reflect the move of the material handling products between operating segments as described above.

In addition, the nine months ended September 30, 2023 includes amounts for the three months ended March 31, 2023 that have been retrospectively adjusted for this change.

For the three months ended For the nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Performance Sensing $ 753,988 $ 739,449 $ 2,249,700 $ 2,173,789

23 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements