What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-29 compared with 2024-04-29 · 263 added, 137 removed, 435 unchanged (48% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 1,033,052 $ 508,104

Accounts receivable, net of allowances of $ 21,851 and $ 28,980 as of March 31, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowances of $ 18,379 and $ 28,980 as of June 30, 2024 and December 31, 2023, respectively

809,411 744,129

4 unchanged sentences

Goodwill 3,542,713 3,542,770

Other intangible assets, net of accumulated amortization of $ 2,561,367 and $ 2,522,760 as of March 31, 2024 and December 31, 2023, respectively

Other intangible assets, net of accumulated amortization of $ 2,600,447 and $ 2,522,760 as of June 30, 2024 and December 31, 2023, respectively

806,977 883,671

4 unchanged sentences

Current liabilities:

Current portion of long-term debt, finance lease and other financing obligations $ 2,340 $ 2,276

Current portion of long-term debt and finance lease obligations $ 702,701 $ 2,276

Accounts payable 475,573 482,301

10 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 175,839 and 175,832 shares issued as of March 31, 2024 and December 31, 2023, respectively

Treasury shares, at cost, 25,365 and 25,090 shares as of March 31, 2024 and December 31, 2023, respectively

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 176,321 and 175,832 shares issued as of June 30, 2024 and December 31, 2023, respectively

Treasury shares, at cost, 25,365 and 25,090 shares as of June 30, 2024 and December 31, 2023, respectively

( 1,223,212 ) ( 1,213,160 )

1 unchanged sentence

Retained earnings 2,400,196 2,295,604

Accumulated other comprehensive income 4,710 9,962

Accumulated other comprehensive (loss)/income ( 13,748 ) 9,962

Total shareholders' equity 3,011,552 2,996,276

4 unchanged sentences

(In thousands, except per share amounts)

For the three months ended

March 31, 2024 March 31, 2023

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Net revenue $ 1,035,535 $ 1,062,112 $ 2,042,244 $ 2,060,287

19 unchanged sentences

(In thousands)

For the three months ended

March 31, 2024 March 31, 2023

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Net income $ 71,703 $ 49,111 $ 147,724 $ 135,528

9 unchanged sentences

(In thousands)

For the three months ended

March 31, 2024 March 31, 2023

For the six months ended

June 30, 2024 June 30, 2023

Cash flows from operating activities:

21 unchanged sentences

Additions to property, plant and equipment and capitalized software ( 87,188 ) ( 84,444 )

Investment in debt and equity securities 1,994 ( 390 )

Proceeds from the sale of business, net of cash sold — 19,000

3 unchanged sentences

Payment of employee restricted stock tax withholdings ( 6,980 ) ( 11,470 )

Proceeds from borrowings on debt 500,000 —

Payments on debt ( 566 ) ( 448,390 )

3 unchanged sentences

Payments of debt financing costs ( 6,376 ) ( 311 )

Net cash used in financing activities ( 107,948 ) ( 265,390 )

Net cash provided by/(used in) financing activities 365,090 ( 515,014 )

Effect of exchange rate changes on cash and cash equivalents ( 4,891 ) —

8 unchanged sentences

Number Amount Number Amount

Balance as of March 31, 2024 175,839 $ 2,249 ( 25,365 ) $ ( 1,223,212 ) $ 1,837,647 $ 2,353,440 $ 4,710 $ 2,974,834

Surrender of shares for tax withholding — — ( 185 ) ( 6,851 ) — — — ( 6,851 )

Stock options exercised 119 1 — — 4,604 — — 4,605

Vesting of restricted securities 548 6 — — — ( 6 ) — —

Cash dividends paid — — — — — ( 18,092 ) — ( 18,092 )

Retirement of ordinary shares ( 185 ) ( 2 ) 185 6,851 — ( 6,849 ) — —

Share-based compensation — — — — 3,811 — — 3,811

Net income — — — — — 71,703 — 71,703

Other comprehensive loss — — — — — — ( 18,458 ) ( 18,458 )

Balance as of June 30, 2024 176,321 $ 2,254 ( 25,365 ) $ ( 1,223,212 ) $ 1,846,062 $ 2,400,196 $ ( 13,748 ) $ 3,011,552

Balance as of December 31, 2023 175,832 $ 2,249 ( 25,090 ) $ ( 1,213,160 ) $ 1,901,621 $ 2,295,604 $ 9,962 $ 2,996,276

Surrender of shares for tax withholding — — ( 188 ) ( 6,980 ) — — — ( 6,980 )

Stock options exercised 119 1 — — 4,604 — — 4,605

Vesting of restricted securities 558 6 — — — ( 6 ) — —

6 unchanged sentences

Other comprehensive loss — — — — — — ( 23,710 ) ( 23,710 )

Balance as of June 30, 2024 176,321 $ 2,254 ( 25,365 ) $ ( 1,223,212 ) $ 1,846,062 $ 2,400,196 $ ( 13,748 ) $ 3,011,552

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

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

Number Amount Number Amount

Surrender of shares for tax withholding — — ( 231 ) ( 11,347 ) — — — ( 11,347 )

Stock options exercised 76 1 — — 2,665 — — 2,666

Vesting of restricted securities 650 7 — — — ( 7 ) — —

Cash dividends paid — — — — — ( 18,336 ) — ( 18,336 )

Repurchase of ordinary shares — — ( 590 ) ( 25,125 ) — — — ( 25,125 )

Retirement of ordinary shares ( 231 ) ( 2 ) 231 11,347 — ( 11,345 ) — —

Share-based compensation — — — — 10,401 — — 10,401

Net income — — — — — 49,111 — 49,111

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

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

3 unchanged sentences

Cash dividends paid — — — — — ( 35,113 ) — ( 35,113 )

Repurchase of ordinary shares — — ( 590 ) ( 25,125 ) — — — ( 25,125 )

Retirement of ordinary shares ( 233 ) ( 2 ) 233 11,470 — ( 11,468 ) — —

2 unchanged sentences

Other comprehensive income — — — — — — 12,110 12,110

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

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

12 unchanged sentences

We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus.

We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing our predominantly shorter-cycle businesses together, by allowing us to scale core capabilities and better serve our customers.

We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing these businesses together, by allowing us to scale core capabilities and better serve our customers.

Prior year amounts in this Quarterly Report on Form 10-Q have been recast to reflect this realignment.

1 unchanged sentence

Segment Reporting for additional information

In the three months ended March 31, 2024, we presented interest income on the condensed consolidated statements of operations separate from interest expense.

In the three months ended March 31, 2023, interest income had been included in interest expense, net.

In the three and six months ended June 30, 2024, we presented interest income on the condensed consolidated statements of operations separate from interest expense.

In the three and six months ended June 30, 2023, interest income had been included in interest expense, net.

Accordingly, we reclassified prior period interest income to a separate caption in the condensed consolidated statements of operations to conform to current period presentation.

5 unchanged sentences

The guidance also requires that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting , in interim periods, and that a public entity provide the title and position of the chief operating decision maker.

Other requirements of the guidance are not expected to be material.

There is no change to the guidance for identification or aggregation of operating or reportable segments.

8 unchanged sentences

For public business entities, the standard is effective for annual periods beginning after December 15, 2024.

We are currently evaluating the impact on our income tax related disclosures .

We do not expect the adoption of FASB ASU No.

2023-09 to have an impact on our results of operations or financial condition, but it is expected to increase the amount of disclosures required in the notes to the consolidated financial statements.

Revenue Recognition

The following tables present net revenue disaggregated by segment and end market for the three months ended March 31, 2024 and 2023 for our two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"), and other:

For the three months ended March 31, 2024

PS SS Other Total

The following tables present net revenue disaggregated by segment and end market for the three and six months ended June 30, 2024 and 2023 for our two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"), and other:

For the three months ended June 30, 2024 For the three months ended June 30, 2023 (1)

PS SS Other Total PS SS Other (1)

Automotive (1)

$ 543,158 $ 32,389 $ — $ 575,547 $ 511,616 $ 28,202 $ — $ 539,818

180,763 7,530 — 188,293 181,947 7,740 — 189,687

Industrial — 126,636 — 126,636 — 185,202 — 185,202

2 unchanged sentences

Aerospace — 45,371 — 45,371 — 46,832 — 46,832

Other — 1,084 35,552 36,636

— 1,142 43,543 44,685 — 12,132 37,489 49,621

Total $ 723,921 $ 268,071 $ 43,543 $ 1,035,535 $ 693,563 $ 331,060 $ 37,489 $ 1,062,112

For the three months ended March 31, 2023

PS SS Other (3)

For the six months ended June 30, 2024 For the six months ended June 30, 2023 (1)

PS SS Other Total PS SS Other (1)

Automotive (1)

2 unchanged sentences

Industrial — 250,917 — 250,917 — 333,714 — 333,714

— 148,512 — 148,512

Appliance and HVAC — 102,058 — 102,058 — 98,426 — 98,426

3 unchanged sentences

___________________________________

(1) Heavy vehicle and off-road.

(2) Heating, ventilation and air conditioning.

(1) In the three months ended March 31, 2024, we realigned our segments, as discussed further in Note 1:

3 unchanged sentences

In addition, Insights revenue was moved from the HVOR end market (in Performance Sensing) to the other end market in a separate operating segment that is not aggregated within either of our reportable segments.

The three months ended March 31, 2023 have been retrospectively recast to reflect this change.

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

As a result, material handling revenue was moved from the HVOR end market to the Industrial end market.

The three months ended March 31, 2023 have been retrospectively recast to reflect this change.

The three and six months ended June 30, 2023 have been retrospectively recast to reflect this change.

(2) Heating, ventilation and air conditioning.

(3) Heavy vehicle and off-road.

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2024 and 2023:

For the three months ended

March 31, 2024 March 31, 2023

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, 2024 and 2023:

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Stock options $ 569 $ ( 205 ) $ 569 $ ( 86 )

1 unchanged sentence

Share-based compensation expense $ 3,811 $ 10,401 $ 11,944 $ 17,607

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, 2024:

Awards Granted To:

Type of Award Number of Units Granted (in thousands) Weighted Average Grant Date Fair Value

Directors RSU (1)

Various executives RSU (2)

Various executives and employees RSU (3)

Various executives and employees PRSU (4)

Various executives and employees PRSU (5)

____________________________________

(1) These RSUs cliff vest one year from the grant date (various dates between March 2025 and June 2025).

(2) These RSUs vest on various dates over the next 18 months depending on service or performance criteria.

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

These RSUs will fully vest on various dates between February 2027 and June 2027.

(4) These PRSUs vest on various dates between April 2027 and June 2027.

The number of units that ultimately vest will be between 0 % and 150 % and is dependent on the achievement of certain performance criteria.

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

The number of units that ultimately vest (in April 2027 and June 2027) will be from 0 % to 150 %, depending on achievement of these performance criteria.

Total grant date value of these PRSUs is approximately $ 6.2 million and was valued using the Monte Carlo method.

Restructuring and Other Charges, Net

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 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 510 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:

Over the life of the Q3 2023 Plan, we incurred restructuring charges of approximately $ 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 September 30, 2024.

These restructuring charges impacted our business segments and corporate functions as follows:

(Dollars in thousands)

Positions Minimum Maximum

Positions Charges

Performance Sensing 160 8,495

2 unchanged sentences

Total 510 25,500

Restructuring charges, net recognized in the three months ended March 31, 2024 resulting from the Q3 2023 Plan are presented by business segment and corporate functions below.

(In thousands) Severance Facility and other exit costs (1)

Restructuring charges, net recognized in the three and six months ended June 30, 2024 resulting from the Q3 2023 Plan are presented by business segment and corporate functions below.

No charges were recognized in the three and six months ended June 30, 2023.

For the three months ended June 30, 2024 For the six months ended June 30, 2024

(In thousands) Severance Facility and other exit costs Severance Facility and other exit costs

Performance Sensing $ ( 181 ) $ — $ 347 $ —

2 unchanged sentences

Q3 2023 Plan total $ ( 382 ) $ 79 $ 216 $ 79

___________________________________

(1) Includes site closures.

The following table presents the charges and gains included as components of restructuring and other charges, net for the three months ended March 31, 2024 and 2023:

For the three months ended

March 31, 2024 March 31, 2023

Spear 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”).

The exit of the Spear Marine Business was the result of a change in strategy with respect to the business and involved ceasing sales, marketing, and business operations.

It resulted in the elimination of certain positions, primarily in the U.S.

and the closure of operations in Belgium.

The Spear Marine Business had been included in the Sensing Solutions reportable segment.

Exiting the Spear Marine Business resulted in charges in the three and six months ended June 30, 2024 and 2023, as presented in the table below:

For the three months ended For the six months ended

Location June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

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

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

Severance charges

Restructuring and other charges, net ( 254 ) 1,168 ( 328 ) 1,168

Write-down of property, plant and equipment

Restructuring and other charges, net — 1,735 5 1,735

Other charges, including contract termination costs Restructuring and other charges, net 343 11,402 ( 592 ) 11,402

Total $ 89 $ 38,311 $ ( 915 ) $ 38,311

In the three months ended June 30, 2024, we initiated certain actions related to restructuring of our IT operations and product lifecycle management including product line discontinuations, which, for the three and six months ended June 30, 2024, resulted in total costs of $ 15.9 million, including severance, contract termination costs, and inventory charges.

Of the costs recognized, $ 13.2 million was included within cost of revenue and the remainder was included within restructuring and other charges, net.

The following table presents the charges and gains included as components of restructuring and other charges, net for the three and six months ended June 30, 2024, and 2023:

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Q3 2023 Plan charges, net (1)

$ ( 303 ) $ — $ 295 $ —

Other restructuring and other charges, net

Severance charges, net (2)

2,464 4,749 2,455 8,962

Facility and other exit costs 32 310 200 535

1 unchanged sentence

Acquisition-related compensation arrangements (3)

Other ( 930 ) 166

955 3,330 1,910 10,602

343 12,870 ( 587 ) 13,036

Restructuring and other charges, net $ 3,491 $ 21,259 $ 4,273 $ 27,258

___________________________________

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

(1) Includes net 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 following table presents a rollforward of our severance liability for the three months ended March 31, 2024:

This includes, for the three and six months ended June 30, 2024, severance related to certain actions to restructure our IT operations.

In addition, the three and six months ended June 30, 2024, include certain costs to exit the Spear Marine Business as detailed under the heading Spear Marine Business above.

(3) Acquisition-related compensation arrangements consist of incentive compensation to previous owners of companies we have acquired.

Payment is generally tied to technical and/or financial targets termed at the time of acquisition.

(4) Represents charges that are not included in one of the other classifications.

The three and six months ended June 30, 2023 primarily include charges related to the exit of the Spear Marine Business, as detailed under the heading Spear Marine Business above.

The three and six months ended June 30, 2024, includes contract termination costs related to certain product lifecycle management activities.

The following table presents a rollforward of our severance liability for the six months ended June 30, 2024:

Q3 2023 Plan Other Total

3 unchanged sentences

Foreign currency remeasurement ( 129 ) ( 94 ) ( 223 )

Balance as of March 31, 2024 $ 3,222 $ 378 $ 3,600

The severance liability as of March 31, 2024 and December 31, 2023 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 months ended March 31, 2024 and 2023:

For the three months ended

March 31, 2024 March 31, 2023

Balance as of June 30, 2024 $ 1,685 $ 1,005 $ 2,690

The severance liability as of June 30, 2024 and December 31, 2023 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, 2024 and 2023:

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Currency remeasurement gain/(loss) on net monetary assets $ 3,398 $ ( 9,307 ) $ 4,429 $ ( 10,566 )

Gain on foreign currency forward contracts 680 184

Gain on commodity forward contracts 1,099 1,899

(Loss)/gain on foreign currency forward contracts ( 1,837 ) 4,423 ( 1,157 ) 4,607

Gain/(loss) on commodity forward contracts 4,977 ( 6,269 ) 6,076 ( 4,370 )

Loss on debt financing — ( 372 ) — ( 857 )

Loss on equity investments, net (1)

( 1,019 ) ( 302 ) ( 14,306 ) ( 302 )

Net periodic benefit cost, excluding service cost ( 820 ) ( 810 ) ( 1,661 ) ( 1,781 )

2 unchanged sentences

___________________________________

(1) Primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments—Equity Securities .

(1) The six months ended June 30, 2024 primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments—Equity Securities .

Refer to Note 13:

Fair Value Measures for additional information.

The following table presents the provision for income taxes for the three months ended March 31, 2024 and 2023:

For the three months ended

March 31, 2024 March 31, 2023

The following table presents the provision for income taxes for the three and six months ended June 30, 2024 and 2023:

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Provision for income taxes $ 27,280 $ 19,873 $ 49,850 $ 43,599

4 unchanged sentences

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

For the three months ended March 31, 2024 and 2023 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended

March 31, 2024 March 31, 2023

For the three and six months ended June 30, 2024 and 2023 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, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Basic weighted-average ordinary shares outstanding 150,845 152,700 150,663 152,609

4 unchanged sentences

These potential ordinary shares were as follows:

For the three months ended

March 31, 2024 March 31, 2023

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Anti-dilutive shares excluded 1,239 1,625 1,501 1,003

Contingently issuable shares excluded 929 1,366 995 1,317

The following table presents the components of inventories as of March 31, 2024 and December 31, 2023:

The following table presents the components of inventories as of June 30, 2024 and December 31, 2023:

2024 December 31,

3 unchanged sentences

Inventories $ 708,299 $ 713,485

The following table presents the components of long-term debt, net and finance lease obligations as of March 31, 2024 and December 31, 2023:

Maturity Date March 31,

The following table presents the components of long-term debt, net and finance lease obligations as of June 30, 2024 and December 31, 2023:

Maturity Date June 30,

2024 December 31,

9 unchanged sentences

September 1, 2030 500,000 500,000

6.625 % Senior Notes (1)

July 15, 2032 500,000 —

debt discount, net of premium ( 891 ) ( 1,568 )

deferred financing costs ( 28,305 ) ( 24,444 )

current portion (1)

( 700,000 ) —

Long-term debt, net $ 3,170,804 $ 3,373,988

2 unchanged sentences

Finance lease obligations, less current portion $ 21,964 $ 22,949

Our debt as of March 31, 2024 and December 31, 2023 consists of various tranches of senior unsecured notes.

___________________________________

(1) On June 6, 2024, our indirect, wholly-owned subsidiary, Sensata Technologies, Inc.

("STI"), completed the issuance and sale of $ 500.0 million aggregate principal amount of 6.625 % senior notes due 2032 (the " 6.625 % Senior Notes").

On July 15, 2024, we used the proceeds from this issuance, together with cash on hand, for the redemption in full of the $ 700.0 million aggregate principal amount of 5.0 % senior notes due 2025 (the " 5.0 % Senior Notes"), which were issued by our indirect, wholly-owned subsidiary, Sensata Technologies B.V.

Accordingly, we have presented the 5.0 % Senior Notes within the current portion of long-term debt on our condensed consolidated balance sheet as of June 30, 2024.

Our indebtedness as of June 30, 2024 and December 31, 2023 consists of various tranches of senior unsecured notes, including the 5.0 % Senior Notes, $ 450.0 million aggregate principal amount of 4.375 % senior notes due 2030 (the " 4.375 % Senior Notes), $ 750.0 million aggregate principal amount of 3.75 % senior notes due 2031 (the " 3.75 % Senior Notes), $ 1.0 billion aggregate principal amount of 4.0 % senior notes due 2029 (the " 4.0 % Senior Notes"), $ 500.0 million aggregate principal amount of 5.875 % senior notes due 2030 (the " 5.875 % Senior Notes"), and the 6.625 % Senior Notes.

We also have secured credit facilities which provide for our $ 750.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued.

Refer to Note 14:

Debt of the audited consolidated financial statements and notes thereto included in the 2023 Annual Report for additional information regarding our existing indebtedness.

As of March 31, 2024, we had $ 746.1 million available under the Revolving Credit Facility, net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

Debt of our 2023 Annual Report for additional information related to our indebtedness prior to the issuance of the 6.625 % Senior Notes.

Revolving Credit Facility

As of June 30, 2024, we had $ 746.1 million available under the Revolving Credit Facility, net of $ 3.9 million of obligations in respect of outstanding letters of credit issued thereunder.

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

As of March 31, 2024, no amounts had been drawn against these outstanding letters of credit.

As of June 30, 2024, no amounts had been drawn against these outstanding letters of credit.

Debt Financing Transactions

Issuance of 6.625 % Senior Notes

The 6.625 % Senior Notes were issued under an indenture dated as of June 6, 2024 (the " 6.625 % Senior Notes Indenture") among STI, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors").

The 6.625 % Senior Notes bear interest at a rate of 6.625 % per annum and mature on July 15, 2032.

Interest is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2025.

STI's obligations under the 6.625 % Senior Notes are guaranteed by STBV and each of STBV's wholly-owned subsidiaries (other than STI) that is a Guarantor under STI's senior secured credit facilities (the "Senior Secured Credit Facilities") and an issuer or a guarantor under our existing senior notes as follows (collectively, the "Existing Notes"):

STI's 4.375 % Senior Notes due 2030 and 3.75 % Senior Notes due 2031 and STBV's 4.0 % Senior Notes due 2029 and 5.875 % Senior Notes due 2030.

The 6.625 % Senior Notes are STI’s, and the guarantees are the Guarantors’, senior unsecured obligations and rank equally in right of payment to all existing and future senior indebtedness of STI or the Guarantors, respectively, including indebtedness under the Senior Secured Credit Facilities, the Existing Notes and the 5.0 % Senior Notes.

The 6.625 % Senior Notes Indenture contains covenants that limit the ability of Sensata Technologies B.V.

("STBV") and its subsidiaries (including STI and the other Guarantors) to, among other things:

engage in sale and leaseback transactions;

with respect to any subsidiary of STBV (other than STI), incur indebtedness without such subsidiary’s guaranteeing the 6.625 % Senior Notes;

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

These covenants are subject to important exceptions and qualifications set forth in the 6.625 % Senior Notes Indenture.

The guarantees of the 6.625 % Senior Notes and certain of these covenants will be suspended if the 6.625 % Senior Notes are assigned an investment-grade rating by either S&P Global Ratings or Moody’s Investors Service, Inc.

and no default has occurred and is continuing.

The guarantees of the 6.625 % Senior Notes and the suspended covenants will be reinstated in the event that the 6.625 % Senior Notes are rated below investment grade by both rating agencies or an event of default has occurred and is continuing at such time.

The 6.625 % Senior Notes Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 6.625 % Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, failure to pay certain judgments, and failure of the guarantees of significant subsidiaries to remain in full force and effect.

Generally, if an event of default occurs, the trustee or the holders of at least 25 % in principal amount of the then outstanding 6.625 % Senior Notes may declare the principal of and accrued but unpaid interest on all of the 6.625 % Senior Notes to be due and payable immediately.

All provisions regarding remedies in an event of default are subject to the 6.625 % Senior Notes Indenture.

At any time, and from time to time, prior to July 15, 2027, STI may redeem the 6.625 % Senior Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 6.625 % Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

At any time on or after July 15, 2027, STI may redeem the 6.625 % Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date:

Period beginning July 15, Price

2027 103.313 %

2028 101.656 %

2029 and thereafter 100.000 %

In addition, at any time prior to July 15, 2027, STI may redeem up to 40 % of the principal amount of the outstanding 6.625 % Senior Notes (including additional 6.625 % Senior Notes, if any) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 106.625 %, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 60 % of the aggregate principal amount of the 6.625 % Senior Notes (including additional 6.625 % Senior Notes, if any) remains outstanding immediately after each such redemption.

Upon the occurrence of certain changes in control, each holder of the 6.625 % Senior Notes will have the right to require STI to repurchase the 6.625 % Senior Notes at 101 % of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STI may, at its option, redeem the 6.625 % Senior Notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all Additional Amounts (as defined in the 6.625 % Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

Redemption of 5.0 % Senior Notes

On June 6, 2024, we announced that we intended to redeem in full the $ 700.0 million aggregate principal amount outstanding on our 5.0 % senior notes due 2025 (the " 5.0 % Senior Notes").

Accordingly, we reflected the 5.0 % Senior Notes as a current liability on our consolidated balance sheet as of June 30, 2024.

We redeemed the 5.0 % Senior Notes on July 15, 2024 in accordance with the terms of the indenture under which the 5.0 % Senior Notes were issued and the terms of the notice of redemption, at a redemption price equal to 101 % of the aggregate principal amount of the outstanding 5.0 % Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date.

In addition to the $ 700.0 million aggregate principal amount outstanding, at redemption we paid the $ 7.0 million premium and $ 10.1 million accrued interest.

Accounting for Debt Financing Transactions

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

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2023 Annual Report.

In connection with the issuance of the 6.625 % Senior Notes, we recognized $ 6.3 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

Other Indebtedness

Refer to Note 14:

Debt of the audited consolidated financial statements and notes thereto included in the 2023 Annual Report for additional information regarding our other indebtedness.

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 March 31, 2024 and December 31, 2023, accrued interest totaled $ 44.7 million and $ 45.2 million, respectively.

As of June 30, 2024 and December 31, 2023, accrued interest totaled $ 47.3 million and $ 45.2 million, respectively.

Commitments and Contingencies

10 unchanged sentences

Cash Dividends

In the three months ended March 31, 2024 and 2023, we paid aggregate cash dividends of $ 18.1 million and $ 16.8 million, respectively.

On April 24, 2024, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable on May 22, 2024 to shareholders of record as of May 8, 2024.

In the three and six months ended June 30, 2024, we paid aggregate cash dividends of $ 18.1 million and $ 36.1 million, respectively, compared to $ 18.3 million and $ 35.1 million in the three and six months ended June 30, 2023, respectively.

On July 18, 2024, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable on August 28, 2024 to shareholders of record as of August 14, 2024.

Foreign Currency Translation

11 unchanged sentences

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 months ended March 31, 2024, we repurchased 0.3 million ordinary shares for $ 10.1 million.

These repurchases were made under the September 2023 Program.

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

As of March 31, 2024, $ 461.8 million remained available for repurchase under the September 2023 Program.

Accumulated Other Comprehensive Income

The following table presents the components of accumulated other comprehensive income for the three months ended March 31, 2024:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment Accumulated Other Comprehensive Income

In the three months ended June 30, 2024, we did not repurchase any shares under our share repurchase program.

In the three months ended June 30, 2023, we repurchased 0.6 million ordinary shares for $ 25.1 million, under our share repurchase programs.

In the six months ended June 30, 2024 and 2023, we repurchased 0.3 million and 0.6 million ordinary shares, respectively, for $ 10.1 million and $ 25.1 million, respectively, under our share repurchase programs.

As of June 30, 2024, $ 461.8 million remained available for repurchase under the September 2023 Program.

Accumulated Other Comprehensive (Loss)/Income

The following table presents the components of accumulated other comprehensive (loss)/income for the six months ended June 30, 2024:

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

Balance as of December 31, 2023 $ 17,513 $ ( 28,499 ) $ 20,948 $ 9,962

Other comprehensive income before reclassifications, net of tax 14,779 — ( 14,721 ) 58

Reclassifications from accumulated other comprehensive income, net of tax ( 5,537 ) 227 — ( 5,310 )

Other comprehensive income 9,242 227 ( 14,721 ) ( 5,252 )

Balance as of March 31, 2024 $ 26,755 $ ( 28,272 ) $ 6,227 $ 4,710

The following table presents the amounts reclassified from accumulated other comprehensive income for the three months ended March 31, 2024 and 2023:

For the three months ended March 31, Affected Line in Condensed Consolidated Statements of Operations

Other comprehensive (loss)/income before reclassifications, net of tax 6,872 — ( 18,619 ) ( 11,747 )

Reclassifications from accumulated other comprehensive (loss)/income, net of tax ( 12,398 ) 435 — ( 11,963 )

Other comprehensive (loss)/income ( 5,526 ) 435 ( 18,619 ) ( 23,710 )

Balance as of June 30, 2024 $ 11,987 $ ( 28,064 ) $ 2,329 $ ( 13,748 )

The following table presents the amounts reclassified from accumulated other comprehensive (loss)/income for the three and six months ended June 30, 2024 and 2023:

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

Component 2024 2023 2024 2023

10 unchanged sentences

(1) Refer to Note 14:

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

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

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 March 31, 2024 and December 31, 2023 are shown in the below table.

The fair values of our assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are shown in the below table.

2024 December 31,

13 unchanged sentences

Refer to additional information in our 2023 Annual Report.

No events or changes in circumstances occurred in the three months ended March 31, 2024 that would have triggered the need for an additional impairment review of our goodwill and other indefinite-lived intangible assets.

No events or changes in circumstances occurred in the six months ended June 30, 2024 that would have triggered the need for an additional impairment review of our goodwill and other indefinite-lived intangible assets.

In the three months ended March 31, 2024, we made the decision to reorganize our segments, as discussed in more detail in Note 1:

3 unchanged sentences

We evaluated our goodwill and other indefinite-lived intangible assets for impairment before and after the reorganization and formation of these reporting units and determined that they were not impaired.

As a result of this reorganization, we allocated $ 143.4 million of goodwill to the new reporting unit.

As a result of this reorganization, we allocated $ 143.4 million of goodwill to the new reporting unit in the three months ended March 31, 2024.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.

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, 2024 and December 31, 2023.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Carrying Value (1)

10 unchanged sentences

$ 500,000 $ 487,500 $ 500,000 $ 495,000

6.625 % Senior Notes

$ 500,000 $ 501,250 $ — $ —

___________________________________

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

1 unchanged sentence

Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

As of March 31, 2024 and December 31, 2023, we held equity investments under the measurement alternative of $ 6.3 million and $ 18.3 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

In the three months ended March 31, 2024, we adjusted the carrying value of one of these equity investments as a result of an observable price change, resulting in a loss of $ 14.8 million.

As of June 30, 2024 and December 31, 2023, we held equity investments under the measurement alternative of $ 6.3 million and $ 18.3 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

In the six months ended June 30, 2024, we adjusted the carrying value of one of these equity investments as a result of an observable price change in the first quarter of 2024, resulting in a loss of $ 14.8 million.

Derivative Instruments and Hedging Activities

Hedges of Foreign Currency Risk

For the three months ended March 31, 2024 and 2023, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

As of March 31, 2024, we estimated that $ 29.6 million of net gains will be reclassified from accumulated other comprehensive income to earnings during the twelve-month period ending March 31, 2025.

As of March 31, 2024, we had the following outstanding foreign currency forward contracts:

For the three and six months ended June 30, 2024 and 2023, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

As of June 30, 2024, we estimated that $ 17.5 million of net gains will be reclassified from accumulated other comprehensive (loss)/income to earnings during the twelve-month period ending June 30, 2025.

As of June 30, 2024, 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)

33.5 EUR March 26, 2024 April 30, 2024 Euro ("EUR") to USD 1.09 USD Not designated

407.2 EUR Various from April 2022 to March 2026 Various from April 2024 to March 2026 EUR to USD 1.10 USD Cash flow hedge

624.0 CNY March 26, 2024 April 30, 2024 USD to Chinese Renminbi ("CNY") 7.10 CNY Not designated

66.9 USD Various from February 2024 to March 2024 Various from April 2024 to March 2026 USD to CNY 7.01 CNY Cash flow hedge

1,145.0 JPY March 26, 2024 April 30, 2024 USD to Japanese Yen ("JPY") 150.62 JPY Not designated

34,691.4 KRW Various from May 2022 to March 2024 Various from April 2024 to February 2026 USD to Korean Won ("KRW") 1,291.93 KRW Cash flow hedge

18.0 MYR March 25, 2024 April 30, 2024 USD to Malaysian Ringgit ("MYR") 4.71 MYR Not designated

109.0 MXN March 25, 2024 April 30, 2024 USD to Mexican Peso ("MXN") 16.84 MXN Not designated

4,380.2 MXN Various from April 2022 to March 2024 Various from April 2024 to March 2026 USD to Mexican Peso ("MXN") 19.45 MXN Cash flow hedge

9.6 GBP March 26, 2024 April 30, 2024 British Pound Sterling ("GBP") to USD 1.27 USD Not designated

73.7 GBP Various from April 2022 to March 2024 Various from April 2024 to March 2026 GBP to USD 1.25 USD Cash flow hedge

56.7 EUR June 26, 2024 July 31, 2024 Euro ("EUR") to USD 1.07 USD Not designated

399.5 EUR Various from July 2022 to June 2024 Various from July 2024 to June 2026 EUR to USD 1.11 USD Cash flow hedge

416.0 CNY June 25, 2024 July 31, 2024 USD to Chinese Renminbi ("CNY") 7.11 CNY Not designated

331.3 USD Various from March 2024 to May 2024 Various from July 2024 to May 2026 USD to CNY 7.03 CNY Cash flow hedge

33,857.9 KRW Various from September 2022 to June 2024 Various from July 2024 to May 2026 USD to Korean Won ("KRW") 1,300.38 KRW Cash flow hedge

23.6 MYR June 25, 2024 July 31, 2024 USD to Malaysian Ringgit ("MYR") 4.69 MYR Not designated

186.0 MXN June 26, 2024 July 31, 2024 USD to Mexican Peso ("MXN") 18.37 MXN Not designated

4,342.7 MXN Various from July 2022 to June 2024 Various from July 2024 to June 2026 USD to Mexican Peso ("MXN") 19.18 MXN Cash flow hedge

10.1 GBP June 26, 2024 July 31, 2024 British Pound Sterling ("GBP") to USD 1.26 USD Not designated

72.1 GBP Various from July 2022 to June 2024 Various from July 2024 to June 2026 GBP to USD 1.25 USD Cash flow hedge

___________________________________

3 unchanged sentences

Hedges of Commodity Risk

As of March 31, 2024, 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 June 30, 2024, 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 695,638 troy oz.

April 2024 to March 2026 $ 24.44

Copper 6,667,782 pounds April 2024 to March 2026 $ 3.90

July 2024 to May 2026 $ 26.13

Copper 5,983,236 pounds July 2024 to May 2026 $ 4.02

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 March 31, 2024 and December 31, 2023:

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, 2024 and December 31, 2023:

Asset Derivatives Liability Derivatives

Balance Sheet Location March 31,

Balance Sheet Location June 30,

2024 December 31,

2023 Balance Sheet Location March 31,

2023 Balance Sheet Location June 30,

2024 December 31,

9 unchanged sentences

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

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended March 31, 2024 and 2023:

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 Income into Net Income Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income 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)/Income into Net Income Amount of Net Gain Reclassified from Accumulated Other Comprehensive (Loss)/Income into Net Income

2024 2023 2024 2023

2 unchanged sentences

Derivatives not designated as

hedging instruments Amount of Gain Recognized in Net Income Location of Gain Recognized in Net Income

hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income

Commodity forward contracts $ 4,977 $ ( 6,269 ) Other, net

Foreign currency forward contracts $ ( 1,837 ) $ 4,423 Other, net

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)/Income into Net Income Amount of Net Gain Reclassified from Accumulated Other Comprehensive (Loss)/Income into Net Income

2024 2023 2024 2023

Foreign currency forward contracts $ 16,640 $ 1,284 Net revenue $ 870 $ 11,033

Foreign currency forward contracts $ ( 7,455 ) $ 31,339 Cost of revenue $ 15,839 $ 6,100

Derivatives not designated as

hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income

Commodity forward contracts $ 6,076 $ ( 4,370 ) Other, net

Foreign currency forward contracts $ ( 1,157 ) $ 4,607 Other, net

Credit Risk Related Contingent Features

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

As of March 31, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 2.8 million.

As of March 31, 2024, we had no t posted any cash collateral related to these agreements.

As of June 30, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 7.4 million.

As of June 30, 2024, 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

This realignment added an "other" segment that represents the aggregation of immaterial operating segments.

As a result of this reorganization,

we moved $ 143.4 million of goodwill from Performance Sensing to Sensing Solutions.

As a result of this reorganization, we moved $ 143.4 million of goodwill from Performance Sensing to Sensing Solutions.

Refer to Note 13:

Fair Value Measures for additional information.

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.

Prior year amounts in the table below have been recast to reflect these realignments.

Prior to the three months ended March 31, 2024, the Performance Sensing reportable segment represented the aggregation of two operating segments, Automotive and HVOR.

8 unchanged sentences

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2023 Annual Report.

The following table presents net revenue and segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the three months ended March 31, 2024 and 2023 (prior periods have been recast).

For the three months ended

March 31, 2024 March 31, 2023

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, 2024 and 2023 (prior periods have been recast).

For the three months ended For the six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Performance Sensing (1)

9 unchanged sentences

79,839 94,154 152,318 178,174

9,204 738 15,985 5,708

Total segment operating income 266,076 275,299 530,468 533,355

8 unchanged sentences

___________________________________

(1) The amounts previously reported for the three months ended March 31, 2023 have been retrospectively recast to reflect the move of the material handling products between operating segments in the second quarter of 2023 and to reflect the recasting of the Aftermarkets business and the radar products from Performance Sensing to Sensing Solutions.

(2) The amounts previously reported for the three months ended March 31, 2023 have been retrospectively recast to reflect the s egment realignment as discussed in Note 1:

(1) The amounts previously reported for the three and six months ended June 30, 2023 have been retrospectively recast to reflect the segment realignment as discussed in Note 1:

Basis of Presentation .

Subsequent Events

On April 26, 2024, Jeff Cote informed our Board of his decision to retire as Chief Executive Officer ("CEO") and President and resign from the Board effective April 30, 2024.

The Board has appointed Martha Sullivan as Interim President and CEO effective May 1, 2024 and has established a CEO Search Committee to identify a new permanent CEO.

Other than the subsequent event described in Note 10:

Debt regarding the redemption of the 5.0 % Senior Notes, there were no other subsequent events.

Cautionary Statements Concerning Forward-Looking Statements

9 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements