Sensata Technologies Holding plc 10-Q

Item 1. Financial Statements. SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Balance Sheets (In thousands, except per share amounts) (unaudited) September 30, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 889,703 $ 1,225,518 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 Inventories 683,646 644,875 Prepaid expenses and other current assets 152,981 162,268 Total current assets 2,493,165 2,775,043 Property, plant and equipment, net 874,126 840,819 Goodwill 3,864,490 3,911,224 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 Deferred income tax assets 93,858 100,539 Other assets 141,252 128,873 Total assets $ 8,388,335 $ 8,756,220 Liabilities and shareholders' equity Current liabilities: Current portion of long-term debt, finance lease and other financing obligations $ 1,888 $ 256,471 Accounts payable 515,095 531,572 Income taxes payable 28,399 43,987 Accrued expenses and other current liabilities 327,291 346,942 Total current liabilities 872,673 1,178,972 Deferred income tax liabilities 389,551 364,593 Pension and other post-retirement benefit obligations 39,131 36,086 Finance lease and other financing obligations, less current portion 23,456 24,742 Long-term debt, net 3,771,810 3,958,928 Other long-term liabilities 66,533 82,092 Total liabilities 5,163,154 5,645,413 Commitments and contingencies (Note 11) Shareholders’ equity: 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 2,249 2,242 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 ) Additional paid-in capital 1,896,081 1,866,201 Retained earnings 2,516,218 2,383,341 Accumulated other comprehensive loss ( 4,307 ) ( 16,264 ) Total shareholders' equity 3,225,181 3,110,807 Total liabilities and shareholders' equity $ 8,388,335 $ 8,756,220 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (unaudited) 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 Operating costs and expenses: Cost of revenue 687,959 694,535 2,090,538 2,038,218 Research and development 45,448 47,947 136,244 141,898 Selling, general and administrative 85,661 90,013 263,123 283,022 Amortization of intangible assets 39,970 40,313 135,307 114,485 Restructuring and other charges, net 26,004 ( 107,441 ) 53,262 ( 80,811 ) Total operating costs and expenses 885,042 765,367 2,678,474 2,496,812 Operating income 116,260 252,901 383,115 517,774 Interest expense, net ( 36,908 ) ( 44,856 ) ( 115,104 ) ( 135,143 ) Other, net 1,317 ( 21,371 ) ( 8,215 ) ( 111,067 ) Income before taxes 80,669 186,674 259,796 271,564 Provision for income taxes 17,868 46,421 61,467 74,029 Net income $ 62,801 $ 140,253 $ 198,329 $ 197,535 Basic net income per share $ 0.41 $ 0.91 $ 1.30 $ 1.27 Diluted net income per share $ 0.41 $ 0.91 $ 1.30 $ 1.26 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Comprehensive Income (In thousands) (unaudited) 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 (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 (loss)/income ( 153 ) 10,906 11,957 23,747 Comprehensive income $ 62,648 $ 151,159 $ 210,286 $ 221,282 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) For the nine months ended September 30, 2023 September 30, 2022 Cash flows from operating activities: Net income $ 198,329 $ 197,535 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 96,877 94,562 Amortization of debt issuance costs 5,110 5,256 Gain on sale of business ( 5,877 ) ( 135,112 ) Share-based compensation 24,454 24,180 Loss on debt financing 857 5,468 Amortization of intangible assets 135,307 114,485 Deferred income taxes 12,323 3,313 Loss on equity investments, net 678 75,135 Unrealized loss on derivative instruments and other 15,712 40,702 Changes in operating assets and liabilities, net of the effects of acquisitions: Accounts receivable, net ( 24,768 ) ( 88,617 ) Inventories ( 42,600 ) ( 77,059 ) Prepaid expenses and other current assets 5,905 ( 24,145 ) Accounts payable and accrued expenses ( 28,368 ) 10,928 Income taxes payable ( 15,588 ) 16,205 Other ( 4,154 ) ( 3,603 ) Acquisition-related compensation payments ( 22,620 ) ( 23,500 ) Net cash provided by operating activities 351,577 235,733 Cash flows from investing activities: Acquisitions, net of cash received — ( 632,683 ) Additions to property, plant and equipment and capitalized software ( 136,224 ) ( 110,424 ) Investment in debt and equity securities ( 390 ) ( 7,773 ) Proceeds from the sale of business, net of cash sold 19,000 198,841 Other — 152 Net cash used in investing activities ( 117,614 ) ( 551,887 ) Cash flows from financing activities: Proceeds from exercise of stock options and issuance of ordinary shares 5,346 16,460 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 ) Dividends paid ( 53,380 ) ( 34,271 ) Payments to repurchase ordinary shares ( 60,290 ) ( 241,903 ) Payments of debt financing costs ( 747 ) ( 13,369 ) Net cash used in financing activities ( 569,778 ) ( 288,885 ) Net change in cash and cash equivalents ( 335,815 ) ( 605,039 ) Cash and cash equivalents, beginning of year 1,225,518 1,708,955 Cash and cash equivalents, end of period $ 889,703 $ 1,103,916 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC Condensed Consolidated Statements of Changes in Shareholders' Equity (In thousands) (unaudited) Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity Number Amount Number Amount 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 ) Stock options exercised — — — — — — — — Vesting of restricted securities 40 — — — — — — — 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, 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 Surrender of shares for tax withholding — — ( 247 ) ( 12,067 ) — — — ( 12,067 ) Stock options exercised 158 2 — — 5,426 — — 5,428 Vesting of restricted securities 701 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, 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 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 ) Stock options exercised 45 — — — 1,883 — — 1,883 Vesting of restricted securities 20 1 — — — ( 1 ) — — Cash dividends paid — — — — — ( 17,046 ) — ( 17,046 ) Repurchase of ordinary shares — — ( 2,346 ) ( 98,446 ) — — — ( 98,446 ) Retirement of ordinary shares ( 6 ) — 6 257 — ( 257 ) — — Share-based compensation — — — — 8,441 — — 8,441 Net income — — — — — 140,253 — 140,253 Other comprehensive income — — — — — — 10,906 10,906 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 Surrender of shares for tax withholding — — ( 157 ) ( 7,834 ) — — — ( 7,834 ) Stock options exercised 374 4 — — 15,825 — — 15,829 Vesting of restricted securities 479 6 — — — ( 6 ) — — Cash dividends paid — — — — — ( 34,271 ) — ( 34,271 ) Repurchase of ordinary shares — — ( 5,177 ) ( 244,602 ) — — — ( 244,602 ) Retirement of ordinary shares ( 157 ) ( 2 ) 157 7,834 — ( 7,832 ) — — Share-based compensation — — — — 24,180 — — 24,180 Net income — — — — — 197,535 — 197,535 Other comprehensive income — — — — — — 23,747 23,747 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. 7 Table of Contents SENSATA TECHNOLOGIES HOLDING PLC NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us." The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 13, 2023 (the "2022 Annual Report"). All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated. 2. New Accounting Standards There are no recently issued accounting standards that have been adopted in the current period or will be adopted in future periods that have had or are expected to have a material impact on our consolidated financial position or results of operations. 3. Revenue Recognition 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 Automotive $ 548,759 $ 10,365 $ 559,124 $ 525,271 $ 8,616 $ 533,887 HVOR (1) 205,229 — 205,229 214,178 — 214,178 Industrial — 129,641 129,641 — 162,269 162,269 Appliance and HVAC (2) — 48,316 48,316 — 51,927 51,927 Aerospace — 48,638 48,638 — 37,789 37,789 Other — 10,354 10,354 — 18,218 18,218 Total $ 753,988 $ 247,314 $ 1,001,302 $ 739,449 $ 278,819 $ 1,018,268 For the nine months ended September 30, 2023 (3) For the nine months ended September 30, 2022 (3) PS SS Total PS SS Total Automotive $ 1,595,911 $ 28,049 $ 1,623,960 $ 1,533,865 $ 27,833 $ 1,561,698 HVOR (1) 653,789 — 653,789 639,924 — 639,924 Industrial — 463,355 463,355 — 429,221 429,221 Appliance and HVAC (2) — 146,742 146,742 — 168,427 168,427 Aerospace — 139,796 139,796 — 109,617 109,617 Other — 33,947 33,947 — 105,699 105,699 Total $ 2,249,700 $ 811,889 $ 3,061,589 $ 2,173,789 $ 840,797 $ 3,014,586 ___________________________________ (1) Heavy vehicle and off-road (2) Heating, ventilation and air conditioning 8 Table of Contents (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 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. 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, 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 Restricted securities 6,849 8,283 24,542 23,713 Share-based compensation expense $ 6,847 $ 8,441 $ 24,454 $ 24,180 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, 2023: Awards Granted To: Type of Award Number of Units Granted (in thousands) Weighted Average Grant Date Fair Value Directors RSU (1) 33 $ 40.95 Various executives and employees RSU (2) 552 $ 49.53 Various executives and employees PRSU (3) 245 $ 49.45 Various executives and employees PRSU (4) 103 $ 55.50 ____________________________________ (1) These RSUs cliff vest one year from the grant date (May and June 2024). (2) These RSUs vest ratably over three years , one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between 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 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 nine months ended September 30, 2023 was $ 0.6 million and $ 1.1 million, respectively. 5. Restructuring and Other Charges, Net Q3 2023 Plan 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. 9 Table of Contents We expect these restructuring charges to impact our business segments and corporate functions as follows: Charges (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 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, 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 Gain on sale of business — ( 135,112 ) ( 5,877 ) ( 135,112 ) Acquisition-related compensation arrangements 3,769 7,359 14,371 38,448 Other (3)(4) 795 11,882 13,831 4,547 Restructuring and other charges, net $ 26,004 $ ( 107,441 ) $ 53,262 $ ( 80,811 ) ___________________________________ (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. 10 Table of Contents (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 Charges, net of reversals 20,189 8,527 28,716 Payments ( 2,988 ) ( 14,686 ) ( 17,674 ) Foreign currency remeasurement — 92 92 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. 6. Other, Net 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 ) (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 ) Loss on equity investments, net ( 376 ) ( 4,035 ) ( 678 ) ( 75,135 ) Net periodic benefit cost, excluding service cost ( 863 ) ( 868 ) ( 2,644 ) ( 2,262 ) Other 8,824 1,178 12,561 5,041 Other, net $ 1,317 $ ( 21,371 ) $ ( 8,215 ) $ ( 111,067 ) 7. Income Taxes 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 The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards, and (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. We recorded a partial valuation allowance against certain interest carryforwards in the U.S. at both December 31, 2022 and December 31, 2021. 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 11 Table of Contents 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. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability and future utilization of this attribute that we are able to actually achieve. 8. Net Income per Share Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and 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 Dilutive effect of stock options 19 107 75 256 Dilutive effect of unvested restricted securities 314 362 426 475 Diluted weighted-average ordinary shares outstanding 152,379 154,943 152,922 156,855 Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied. These potential ordinary shares were as follows: For the three months ended For the 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 9. Inventories The following table presents the components of inventories as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Finished goods $ 242,695 $ 202,531 Work-in-process 119,104 117,691 Raw materials 321,847 324,653 Inventories $ 683,646 $ 644,875 12 Table of Contents 10. Debt 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, 2022 Term Loan (1) September 20, 2026 $ — $ 446,834 5.625 % Senior Notes November 1, 2024 400,000 400,000 5.0 % Senior Notes October 1, 2025 700,000 700,000 4.375 % Senior Notes February 15, 2030 450,000 450,000 3.75 % Senior Notes February 15, 2031 750,000 750,000 4.0 % Senior Notes April 15, 2029 1,000,000 1,000,000 5.875 % Senior Notes September 1, 2030 500,000 500,000 Less: debt discount, net of premium ( 1,994 ) ( 3,360 ) Less: deferred financing costs ( 26,196 ) ( 29,916 ) Less: current portion — ( 254,630 ) Long-term debt, net $ 3,771,810 $ 3,958,928 Finance lease and other financing obligations $ 25,344 $ 26,583 Less: current portion ( 1,888 ) ( 1,841 ) Finance lease and other financing obligations, less current portion $ 23,456 $ 24,742 ___________________________________ (1) On February 6, 2023, we prepaid $ 250.0 million of outstanding principal on our Term Loan balance. Accordingly, that portion of the principal balance outstanding on the Term Loan as of December 31, 2022 was presented as current portion of long-term debt. On May 3, 2023, we prepaid $ 196.8 million of outstanding principal on the Term Loan, representing the remaining balance on the Term Loan as of that date plus $ 0.5 million in interest. Our debt consists of secured credit facilities and various tranches of senior unsecured notes. Refer to Note 14: Debt of the audited consolidated financial statements and notes thereto included in the 2022 Annual Report for additional information regarding our existing indebtedness. 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 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 September 30, 2023 and December 31, 2022, accrued interest totaled $ 54.0 million and $ 50.1 million, respectively. 13 Table of Contents 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 Cash Dividends 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 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. 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. 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 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 nine months ended September 30, 2023: Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2022 $ 15,665 $ ( 31,929 ) $ ( 16,264 ) Other comprehensive income before reclassifications, net of tax 31,903 — 31,903 Reclassifications from accumulated other comprehensive loss, net of tax ( 20,811 ) 865 ( 19,946 ) Other comprehensive income 11,092 865 11,957 Balance as of September 30, 2023 $ 26,757 $ ( 31,064 ) $ ( 4,307 ) 14 Table of Contents 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 Derivative instruments designated and qualifying as cash flow hedges: Foreign currency forward contracts $ ( 4,186 ) $ ( 14,909 ) $ ( 15,219 ) $ ( 28,649 ) Net revenue (1) Foreign currency forward contracts ( 6,728 ) ( 1,260 ) ( 12,828 ) ( 6,492 ) Cost of revenue (1) Total, before taxes ( 10,914 ) ( 16,169 ) ( 28,047 ) ( 35,141 ) Income before taxes Income tax effect 2,816 4,172 7,236 9,066 Provision for income taxes Total, net of taxes $ ( 8,098 ) $ ( 11,997 ) $ ( 20,811 ) $ ( 26,075 ) Net income Defined benefit and retiree healthcare plans $ 339 $ 725 $ 1,187 $ 1,855 Other, net Income tax effect ( 91 ) ( 148 ) ( 322 ) ( 470 ) Provision for income taxes Total, net of taxes $ 248 $ 577 $ 865 $ 1,385 Net income ___________________________________ (1) Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive loss in future periods. 13. Fair Value Measures Measured on a Recurring Basis The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 are shown in the below table. September 30, 2023 December 31, 2022 Assets Cash equivalents (Level 1) $ 496,937 $ 860,034 Foreign currency forward contracts (Level 2) 36,008 31,126 Commodity forward contracts (Level 2) 1,388 4,181 Total $ 534,333 $ 895,341 Liabilities Foreign currency forward contracts (Level 2) $ 5,344 $ 9,866 Commodity forward contracts (Level 2) 4,206 4,671 Total $ 9,550 $ 14,537 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 We evaluated our goodwill and other indefinite-lived intangible assets for impairment as of October 1, 2022 and determined that they were not impaired. In the three months ended June 30, 2023, we exited the Marine Business, as discussed further in Note 5: Restructuring and Other Charges, Net . 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 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. 15 Table of Contents 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, 2023 and December 31, 2022. All fair value measures presented are categorized in Level 2 of the fair value hierarchy. September 30, 2023 December 31, 2022 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Liabilities Term Loan $ — $ — $ 446,834 $ 443,483 5.625 % Senior Notes $ 400,000 $ 395,000 $ 400,000 $ 398,000 5.0 % Senior Notes $ 700,000 $ 677,250 $ 700,000 $ 684,250 4.375 % Senior Notes $ 450,000 $ 393,750 $ 450,000 $ 400,500 3.75 % Senior Notes $ 750,000 $ 618,750 $ 750,000 $ 626,250 4.0 % Senior Notes $ 1,000,000 $ 872,500 $ 1,000,000 $ 875,000 5.875 % Senior Notes $ 500,000 $ 471,250 $ 500,000 $ 473,750 ___________________________________ (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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments—Equity Securities . 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. 14. Derivative Instruments and Hedging Activities Hedges of Foreign Currency Risk 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. 16 Table of Contents As of September 30, 2023, we had the following outstanding foreign currency forward contracts: Notional (in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge Designation (1) 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 ___________________________________ (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. Hedges of Commodity Risk 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. October 2023 to July 2025 $ 23.51 Gold 6,637 troy oz. 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. October 2023 to July 2025 $ 983.17 Palladium 1,103 troy oz. October 2023 to July 2025 $ 1,816.99 17 Table of Contents 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, 2023 and December 31, 2022: Asset Derivatives Liability Derivatives Balance Sheet Location September 30, 2023 December 31, 2022 Balance Sheet Location September 30, 2023 December 31, 2022 Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 30,069 $ 27,114 Accrued expenses and other current liabilities $ 4,111 $ 6,586 Foreign currency forward contracts Other assets 5,613 3,763 Other long-term liabilities 984 3,280 Total $ 35,682 $ 30,877 $ 5,095 $ 9,866 Derivatives not designated as hedging instruments Commodity forward contracts Prepaid expenses and other current assets $ 1,279 $ 2,542 Accrued expenses and other current liabilities $ 3,501 $ 4,066 Commodity forward contracts Other assets 109 1,639 Other long-term liabilities 705 605 Foreign currency forward contracts Prepaid expenses and other current assets 326 249 Accrued expenses and other current liabilities 249 — Total $ 1,714 $ 4,430 $ 4,455 $ 4,671 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 September 30, 2023 and 2022: Derivatives designated as 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 Foreign currency forward contracts $ 12,995 $ 35,324 Net revenue $ 4,186 $ 14,909 Foreign currency forward contracts $ ( 2,622 ) $ ( 5,204 ) Cost of revenue $ 6,728 $ 1,260 Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income Location of (Loss)/Gain Recognized in Net Income 2023 2022 Commodity forward contracts $ ( 476 ) $ ( 5,773 ) Other, net Foreign currency forward contracts $ ( 1,301 ) $ 6,178 Other, net The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the nine months ended September 30, 2023 and 2022: Derivatives designated as 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 Foreign currency forward contracts $ 14,279 $ 69,102 Net revenue $ 15,219 $ 28,649 Foreign currency forward contracts $ 28,717 $ ( 3,824 ) Cost of revenue $ 12,828 $ 6,492 Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income Location of (Loss)/Gain Recognized in Net Income 2023 2022 Commodity forward contracts $ ( 4,846 ) $ ( 14,603 ) Other, net Foreign currency forward contracts $ 3,306 $ 8,100 Other, net 18 Table of Contents 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, 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. 15. Acquisitions and Divestitures Acquisitions Elastic M2M On February 11, 2022, we acquired all of the equity interests of Elastic M2M Inc. ("Elastic M2M") for an aggregate cash purchase price of $ 51.6 million, subject to certain post-closing items. In addition to the aggregate cash purchase price, the previous shareholders of Elastic M2M are entitled to up to $ 30.0 million of additional acquisition-related incentive compensation, which was pending the completion of certain technical milestones in fiscal year 2022 and achievement of financial targets in fiscal years 2022 and 2023. All technical milestones were completed in fiscal year 2022. As of December 31, 2022, we had recognized $ 24.7 million of this acquisition-related incentive compensation. 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. Elastic M2M primarily serves telematics service providers and resellers, enabling them to leverage Elastic M2M’s cloud platform and analytics capabilities to deliver sensor-based operational insights to their end users. This acquisition augments our cloud capabilities critical to delivering actionable sensor-based insights, an increasingly important capability in this fast-growing industry segment. We are integrating Elastic M2M into the Performance Sensing reportable segment. The allocation of the purchase price related to this acquisition was finalized in the three months ended March 31, 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 $ 35 Goodwill 28,211 Other intangible assets 27,700 Deferred income tax liabilities ( 5,925 ) Fair value of net assets acquired, excluding cash and cash equivalents 50,021 Cash and cash equivalents 1,597 Fair value of net assets acquired $ 51,618 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. 19 Table of Contents 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: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 17,500 13 Completed technologies 10,200 10 Total definite-lived intangible assets acquired $ 27,700 12 The definite-lived intangible assets were valued using the income approach. We primarily used the relief-from-royalty method to value completed technologies, and we used the multi-period excess earnings method to value customer relationships. 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. Dynapower 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. Dynapower also provides aftermarket sales and service to maintain its equipment in the field. Dynapower is a foundational addition to our Clean Energy Solutions strategy and complements our recent acquisitions of GIGAVAC, Lithium Balance, and Spear. We are integrating Dynapower into our Sensing Solutions reportable segment. 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 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 Property, plant and equipment 1,846 Goodwill 379,823 Other intangible assets 221,600 Other assets 1,656 Deferred income tax liabilities ( 40,785 ) Other long-term liabilities ( 1,035 ) Fair value of net assets acquired, excluding cash and cash equivalents 573,063 Cash and cash equivalents 4,410 Fair value of net assets acquired $ 577,473 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. 20 Table of Contents 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: Acquisition Date Fair Value Weighted-Average Lives (years) Acquired definite-lived intangible assets Customer relationships $ 79,800 16 Backlog 15,500 3 Completed technologies 92,100 15 Tradenames 34,200 18 Total definite-lived intangible assets acquired $ 221,600 15 The definite-lived intangible assets were valued using the income approach. We primarily used the relief-from-royalty method to value completed technologies and tradenames, and we used the multi-period excess earnings method to value customer relationships. 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. Divestiture - Qinex Business On May 27, 2022, we executed an asset purchase agreement (the "APA") whereby we agreed to sell the Qinex Business to LTI Holdi ngs, Inc. ("LTI") in exchange for consideration of approximately $ 219.0 million, subject to working capital and other adjustments. Concurrent with the execution of the APA, the parties entered into a Contract Manufacturing Agreement ("CMA") and a Transition Services Agreement ("TSA"), each for nominal consideration. The CMA commenced at closing of the transaction ("Closing") and had a term of either six or nine months , depending on the manufacturing site. LTI also had the option of extending each contract for an additional three months . The period from Closing to the end of the CMA term (including extensions, if any) is referred to as the "Transition Period." The terms of the CMA required that we provide manufacturing and distribution services for the Transition Period. The TSA commenced at Closing and had a term that varied depending on the nature of the support services, ranging from one month to the entirety of the Transition Period. The terms of the TSA required that we provide various forms of commercial, operational, and back-office support to LTI. The Transition Period ended in the three months ended March 31, 2023. Closing occurred in July 2022, at which time assets of approximately $ 70 million (including allocated goodwill of $ 45 million) and liabilities of approximately $ 2 million transferred to LTI. Transferred assets and liabilities excluded inventories and accounts payable, which transferred to LTI at the end of the Transition Peri od. We received cash consideration of $ 198.8 million at Closing and recognized a pre-tax gain of $ 135.1 million in the three months ended September 30, 2022. 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 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. The Qinex Business was included in our Sensing Solutions segment (and Industrial Solutions reporting unit). We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit. 16. Segment Reporting We present financial information for two reportable segments, Performance Sensing and Sensing Solutions. The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, which meet the criteria for aggregation in FASB ASC Topic 280, Segment Reporting . The Sensing Solutions reportable segment is also an operating segment. 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. This product move resulted in a reallocation of $ 57.1 million of goodwill from the HVOR reporting unit to the Industrial Solutions reporting unit based on its fair value relative to the total fair value of the HVOR reporting unit . 21 Table of Contents Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, restructuring and other charges, net, certain costs associated with our strategic megatrend initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recognized in connection with acquisitions. Corporate and other expenses 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 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 nine months ended September 30, 2023 and 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 Net revenue: Performance Sensing $ 753,988 $ 739,449 $ 2,249,700 $ 2,173,789 Sensing Solutions 247,314 278,819 811,889 840,797 Total net revenue $ 1,001,302 $ 1,018,268 $ 3,061,589 $ 3,014,586 Segment operating income (as defined above): Performance Sensing $ 186,006 $ 181,931 $ 559,893 $ 535,438 Sensing Solutions 71,345 80,251 230,813 244,904 Total segment operating income 257,351 262,182 790,706 780,342 Corporate and other ( 75,117 ) ( 76,409 ) ( 219,022 ) ( 228,894 ) Amortization of intangible assets ( 39,970 ) ( 40,313 ) ( 135,307 ) ( 114,485 ) Restructuring and other charges, net ( 26,004 ) 107,441 ( 53,262 ) 80,811 Operating income 116,260 252,901 383,115 517,774 Interest expense, net ( 36,908 ) ( 44,856 ) ( 115,104 ) ( 135,143 ) Other, net 1,317 ( 21,371 ) ( 8,215 ) ( 111,067 ) Income before taxes $ 80,669 $ 186,674 $ 259,796 $ 271,564 22 Table of Contents 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 2022 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.