3 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID:
−Removed: R eport of Independent Registered Public Accounting F irm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets
12 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Sensata Technologies Holding plc and subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders' equity, for the year ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 15(a) (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Sensata Technologies Holding plc and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders' equity for each of the two years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15(a) (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025 expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses identified.
1 unchanged sentence
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Goodwill - Insights and Dynapower Reporting Units - Refer to Notes 2 and 11 to the financial statements
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Goodwill - Dynapower Reporting Unit - Refer to Notes 2 and 11 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.
−Removed: The Company determined the fair value of the Insights and Dynapower reporting units using the discounted cash flow model.
−Removed: For the Dynapower reporting unit, the Company also used the market approach.
+Added: The Company determined the fair value of the Dynapower reporting unit using a discounted cash flow model and market approach.
The determination of fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rate, and terminal growth rate.
−Removed: The determination of the fair value using the market approach requires management to make significant assumptions related to EBITDA multiples.
−Removed: Changes in these assumptions could have a significant impact on the fair value of the reporting units and the amount of any goodwill impairment recognized.
−Removed: As a result of this evaluation, the Insights reporting unit’s carrying value exceeded its fair value and the Company recorded an impairment charge of $321.7 million during the fourth quarter of 2023, representing its entire goodwill balance.
−Removed: The fair value of the Dynapower reporting unit exceeded the carrying value as of the annual goodwill impairment date.
−Removed: Given the significant estimates and assumptions management made to estimate the fair value of the Insights and Dynapower reporting units, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future revenues and EBITDA margins, estimate of the discount rates, and the selection of the terminal growth rate and EBITDA multiples required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: The determination of the fair value using the market approach requires management to make significant assumptions related to the EBITDA multiple.
+Added: Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment recognized.
+Added: In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting unit could exceed the fair value.
+Added: As such the Company performed an evaluation to determine the fair value of the Dynapower reporting unit.
+Added: As a result of this evaluation, the Company determined the Dynapower reporting unit’s carrying value exceeded its fair value and recorded an impairment charge of $150.1 million during the third quarter of 2024, representing a portion of its goodwill balance.
+Added: The Dynapower reporting unit’s fair value was further evaluated as of October 1,
+Added: 2024 as part of the Company’s annual goodwill impairment analysis, which did not result in any further impairments of the Dynapower reporting unit’s goodwill balance.
+Added: Given the significant estimates and assumptions management made to estimate the fair value of the Dynapower reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future revenues and EBITDA margins, estimate of the discount rate, and the selection of the terminal growth rate and EBITDA multiple required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the forecasts of future revenues, EBITDA margins and multiples, and the selection of discount rates and terminal growth rate for the Insights and Dynapower reporting units included the following, among others:
+Added: Our audit procedures related to the forecasts of future revenues, EBITDA margins and multiples, and the selection of the discount rate and terminal growth rate for the Dynapower reporting unit included the following, among others:
• Evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
−Removed: • Evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management, and (3) external information.
+Added: • Evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management, and (3) external information, such as peer company revenue and EBITDA growth rates, and industry reports .
• With the assistance of our fair value specialists, we evaluated the reasonableness of:
−Removed: ◦ the discount rates and terminal growth rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates and terminal rate selected by management.
−Removed: ◦ the EBITDA multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies for the Dynapower reporting unit.
+Added: ◦ the discount rate and terminal growth rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate and terminal growth rate selected by management.
+Added: ◦ the EBITDA multiple, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiple selected by management to its guideline companies for the Dynapower reporting unit.
/s/ Deloitte & Touche LLP
5 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Sensata Technologies Holding plc (the Company) as of December 31, 2022, the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders’ equity for each of the two years in the period ended December 31, 2022, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with U.S.
+Added: We have audited the accompanying consolidated statements of operations, comprehensive income, cash flows and changes in shareholders’ equity of Sensata Technologies Holding plc (the Company) for the year ended December 31, 2022, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.
1 unchanged sentence
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
−Removed: We have served as the Company's auditor from 2005 to 2023.
+Added: We served as the Company's auditor from 2005 to 2023.
Boston, Massachusetts
39 unchanged sentences
Retained earnings 2,340,203 2,295,604
−Removed: Accumulated other comprehensive income/(loss)
+Added: Accumulated other comprehensive (loss)/income
( 42,543 ) 9,962
14 unchanged sentences
Goodwill impairment charge
+Added: 150,100 321,700 —
Restructuring and other charges, net 149,241 54,500 ( 66,700 )
6 unchanged sentences
Other, net ( 21,500 ) ( 12,974 ) ( 94,618 )
−Removed: Income before taxes 17,842 396,702 413,917
−Removed: Provision for income taxes
+Added: (Loss)/Income before taxes
( 11,837 ) 17,842 396,702
−Removed: Net (loss)/income
+Added: (Benefit from)/Provision for income taxes
( 140,314 ) 21,751 86,017
−Removed: Basic net (loss)/income per share
+Added: Net income/(loss)
$ 128,477 $ ( 3,909 ) $ 310,685
−Removed: Diluted net (loss)/income per share
+Added: Basic net income/(loss) per share
$ 0.85 $ ( 0.03 ) $ 2.00
+Added: Diluted net income/(loss) per share
+Added: $ 0.85 $ ( 0.03 ) $ 1.99
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
2024 2023 2022
−Removed: Net (loss)/income
+Added: Net income/(loss)
$ 128,477 $ ( 3,909 ) $ 310,685
−Removed: Other comprehensive income, net of tax:
+Added: Other comprehensive income/(loss), net of tax:
Cash flow hedges ( 25,426 ) 1,848 ( 1,166 )
Defined benefit and retiree healthcare plans 16,809 3,430 4,462
−Removed: Cumulative translation adjustment
−Removed: Other comprehensive income
+Added: Change in foreign currency translation adjustments
( 43,888 ) 20,948 —
+Added: Other comprehensive (loss)/income
+Added: ( 52,505 ) 26,226 3,296
Comprehensive income $ 75,972 $ 22,317 $ 313,981
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net (loss)/income
+Added: Net income/(loss)
$ 128,477 $ ( 3,909 ) $ 310,685
−Removed: Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
+Added: Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation 167,135 133,105 127,184
1 unchanged sentence
Goodwill impairment charge
−Removed: Gain on sale of business ( 5,877 ) ( 135,112 ) —
+Added: 150,100 321,700 —
+Added: Loss/(gain) on sale of business 98,750 ( 5,877 ) ( 135,112 )
Share-based compensation 38,459 29,994 31,791
3 unchanged sentences
Loss on equity investments, net
−Removed: Unrealized loss on derivative instruments and other 35,986 34,309 13,837
+Added: 13,976 711 75,569
+Added: Other non-cash gain/(loss), net
+Added: 86,506 35,986 34,309
Changes in operating assets and liabilities, net of the effects of acquisitions:
16 unchanged sentences
Proceeds from exercise of stock options and issuance of ordinary shares 4,605 5,346 22,803
−Removed: Payment of employee restricted stock tax withholdings ( 12,280 ) ( 8,525 ) ( 9,048 )
+Added: Payments of employee restricted stock tax withholdings
+Added: ( 11,661 ) ( 12,280 ) ( 8,525 )
Proceeds from borrowings on debt 500,000 — 500,000
2 unchanged sentences
Payments to repurchase ordinary shares ( 68,891 ) ( 88,398 ) ( 292,274 )
+Added: Purchase of noncontrolling interest in joint venture
+Added: ( 79,393 ) — —
Payments of debt financing costs ( 13,381 ) ( 787 ) ( 13,691 )
−Removed: Net cash (used in)/provided by financing activities ( 1,016,559 ) ( 353,460 ) 174,918
+Added: Net cash used in financing activities ( 442,801 ) ( 1,016,559 ) ( 353,460 )
Effect of exchange rate changes on cash and cash equivalents
+Added: ( 4,023 ) 7,475 —
Net change in cash and cash equivalents 85,566 ( 717,414 ) ( 483,437 )
18 unchanged sentences
Vesting of restricted securities 522 6 — — — ( 6 ) — —
+Added: Cash dividends paid — — — — — ( 51,072 ) — ( 51,072 )
Repurchase of ordinary shares — — ( 6,343 ) ( 292,274 ) — — — ( 292,274 )
11 unchanged sentences
Share-based compensation — — — — 29,994 — — 29,994
−Removed: Net income — — — — — 310,685 — 310,685
+Added: — — — — — ( 3,909 ) — ( 3,909 )
Other comprehensive income — — — — — — 26,226 26,226
7 unchanged sentences
Share-based compensation — — — — 38,459 — — 38,459
+Added: Purchase of noncontrolling interest in joint venture — — — — ( 72,107 ) — — ( 72,107 )
— — — — — 128,477 — 128,477
−Removed: Other comprehensive income
+Added: Other comprehensive loss
— — — — — — ( 52,505 ) ( 52,505 )
Balance as of December 31, 2024 176,541 $ 2,257 ( 26,994 ) $ ( 1,282,051 ) $ 1,872,577 $ 2,340,203 $ ( 42,543 ) $ 2,890,443
−Removed: 175,832 $ 2,249 ( 25,090 ) $ ( 1,213,160 ) $ 1,901,621 $ 2,295,604 $ 9,962 $ 2,996,276
The accompanying notes are an integral part of these consolidated financial statements.
6 unchanged sentences
Our sensors are used by our customers to translate a physical parameter, such as pressure, temperature, position, or location of an object, into electronic signals that our customers’ products and solutions can act upon.
−Removed: Our electrical protection portfolio (which includes both components and systems) is comprised of various switches, fuses, battery management systems, inverters, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety.
−Removed: Other products and services we provide include vehicle area networks and data collection devices and software, battery storage systems, and power conversion systems, the latter of which include 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.
−Removed: Sensata plc conducts its operations through subsidiary companies that operate business and product development centers primarily in Belgium, Bulgaria, China, Denmark, India, Japan, Lithuania, the Netherlands, South Korea, the United Kingdom (the "U.K."), and the United States (the "U.S.");
+Added: Our electrical protection portfolio (which includes both components and systems) is composed of various switches, fuses, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety.
+Added: Other products and services we provide include battery storage systems and power conversion systems, the latter of which include converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications.
+Added: Sensata plc conducts its operations through subsidiary companies that operate business and product development centers primarily in Belgium, Bulgaria, China, Denmark, India, Japan, the Netherlands, South Korea, the United Kingdom (the "U.K."), and the United States (the "U.S.");
and manufacturing operations primarily in Bulgaria, China, Malaysia, Mexico, the U.K., and the U.S.
−Removed: We present financial information for two reportable segments, Performance Sensing and Sensing Solutions.
+Added: We present financial information for two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS").
Refer to Note 20:
Segment Reporting for additional information related to each of our segments.
−Removed: Effective February 1, 2024, we combined our Automotive and Heavy vehicle and off-road ("HVOR") businesses to better leverage core capabilities and prioritize product focus into one business, Vehicles, under the Performance Sensing reportable segment.
−Removed: The Sensing Solutions reportable segment will benefit from organizing our predominantly shorter-cycle businesses together, by allowing us to scale core capabilities and better serve our customers.
−Removed: We are still evaluating what impact this reorganization will have on our reportable segments, operating segments, and reporting units in the first quarter of 2024.
+Added: In the three months ended March 31, 2024, we realigned our business as a result of organizational changes intended to better allocate our resources to support changes to our business strategy.
+Added: The most significant changes included combining our Automotive and Heavy Vehicle and Off-Road ("HVOR") businesses (with the combined business remaining in Performance Sensing) and moving the various assets and liabilities comprising our vehicle area network and data collection businesses (the "Insights Business") out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments.
+Added: We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus.
+Added: 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.
+Added: Prior year amounts in this Annual Report on Form 10-K (this "Report") have been recast to reflect this realignment.
+Added: Refer to Note 20:
+Added: Segment Reporting for additional information.
Basis of Presentation
The accompanying audited consolidated financial statements have been prepared in accordance with U.S.
−Removed: generally accepted accounting principles ("GAAP") and present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity.
−Removed: In the year ended December 31, 2023, we presented interest income on the consolidated statements of operations separate from interest expense.
−Removed: Previously, interest income had been included in interest expense, net.
−Removed: Accordingly, we reclassified interest income to a separate caption in each of the years ended December 31, 2022 and 2021 in the consolidated statements of operations to conform to current period presentation.
+Added: generally accepted accounting principles ("GAAP" or "U.S.
+Added: GAAP") and present separately our financial position, results of operations, comprehensive income, cash flows, and changes in shareholders’ equity.
All intercompany balances and transactions have been eliminated.
dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.
+Added: Certain reclassifications have been made to prior periods to conform to current period presentation.
Significant Accounting Policies
Use of Estimates
−Removed: The preparation of consolidated financial statements in accordance with U.S.
−Removed: GAAP requires us to exercise our judgment in the process of applying our accounting policies.
+Added: The preparation of consolidated financial statements in accordance with GAAP requires us to exercise our judgment in the process of applying our accounting policies.
It also requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingencies at the date of the financial statements, and the reported amounts of net revenue and expense during the reporting periods.
12 unchanged sentences
The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes.
−Removed: Actual results could differ from those estimates.
+Added: Actual results may materially differ from those estimates.
Revenue Recognition
1 unchanged sentence
In order to achieve this, we use the five-step model outlined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers .
−Removed: This five-step model requires us to identify the contract with the customer, identify the performance obligation(s) in the contract, determine the transaction price, allocate the transaction price to the performance obligation(s), and recognize revenue when (or as) we satisfy the performance obligation(s).
+Added: This five-step model requires us to identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations, and recognize revenue as we satisfy the performance obligations.
The vast majority of our contracts, as defined in FASB ASC Topic 606, are customer purchase orders that require us to transfer specified quantities of tangible products to our customers.
5 unchanged sentences
Such variable consideration has not historically been material in relation to our net revenue.
−Removed: Our contract terms generally require the customer to make payment shortly (that is, less than one year) after the shipment date.
−Removed: In such instances, we do not consider the effects of a significant financing component in determining the transaction price.
+Added: Our contract terms generally require the customer to make payment on negotiated terms after the shipment date.
Lastly, we exclude from our determination of the transaction price value-added tax and other similar taxes.
4 unchanged sentences
Products are then manufactured and sold to customers.
−Removed: However, in certain cases, pre-production activities are a performance obligation in a customer purchase order, and revenue is recognized when the performance obligation is satisfied.
−Removed: Customer arrangements rarely involve post-installation or post-sale testing and acceptance.
−Removed: Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials, which is not considered a distinct performance obligation in accordance with FASB ASC Topic 606.
+Added: Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective materials, which is not considered a distinct performance obligation in accordance with FASB ASC Topic 606.
Depending on the product, we generally provide such warranties for a period of three years after the date we ship the product to our original equipment manufacturer customers or for a period of twelve months after the date the customer resells our product to the end consumer, whichever comes first.
Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit.
−Removed: We do not generally offer separately priced extended warranty or product maintenance contracts.
We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase.
−Removed: In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability is not limited.
+Added: In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability may not be limited.
In addition, many sales take place in situations where commercial or civil codes or other laws would imply various warranties and restrict limitations on liability.
3 unchanged sentences
We measure at fair value any new or modified share-based compensation arrangements with employees, such as stock options and restricted securities, and recognize as compensation expense that fair value over the requisite service period in accordance with FASB ASC Topic 718, Compensation—Stock Compensation .
−Removed: Share-based compensation expense is generally recognized as a component of selling, general and administrative ("SG&A") expense, which is consistent with where the related employee costs are presented, however, such costs, or a portion thereof, may be capitalized provided certain criteria are met.
+Added: Share-based compensation expense is recognized as a component of selling, general and administrative ("SG&A") expense.
Share-based awards may be subject to either cliff vesting (i.e., the entire award vests on a particular date) or graded vesting (i.e., portions of the award vest at different points in time).
In accordance with FASB ASC Topic 718, compensation expense associated with share-based awards subject to cliff vesting must be recognized on a straight-line basis.
−Removed: For awards without performance conditions that are subject to graded vesting, companies have the option to recognize compensation expense either on a straight-line or accelerated basis.
−Removed: We have elected to recognize compensation expense for these awards on a straight-line basis.
−Removed: However, awards that are subject to both graded vesting and performance conditions must be expensed on an accelerated basis.
+Added: For awards without performance conditions that are subject to graded vesting, we recognize compensation expense on a straight-line basis over the service period.
+Added: Awards that are subject to both graded vesting and performance conditions are expensed on an accelerated basis over the service period.
We grant restricted securities for which vesting is contingent only upon service conditions, those that are also subject to performance conditions, and, beginning in fiscal year 2023, those that are subject to conditions based on the attainment of certain market criteria relative to peer companies (the latter referred to as "Market PRSUs").
The fair value of Market PRSUs is estimated at grant date using a Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility, dividend rate, and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period.
−Removed: All other restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange (the "NYSE") on the grant date.
+Added: Other restricted securities are valued using the closing price of our ordinary shares on the New York Stock Exchange (the "NYSE") on the grant date.
Certain of our restricted securities include performance conditions, which require us to estimate the probable outcome of the performance condition.
Compensation expense is recognized if it is probable that the performance condition will be achieved.
−Removed: We elect to recognize share-based compensation expense net of estimated forfeitures as permitted by FASB ASC Topic 718.
+Added: We recognize share-based compensation expense net of estimated forfeitures as permitted by FASB ASC Topic 718.
Accordingly, we only recognize compensation expense for those awards expected to vest over the requisite service period.
−Removed: Compensation expense recognized for each award ultimately reflects the number of units that actually vest.
+Added: Compensation expense recognized for each award, except for Market PSUs, ultimately reflects the number of units that actually vest.
Refer to Note 4:
−Removed: Share-Based Payment Plans for additional information related to share-based compensation.
+Added: Share-Based Compensation for additional information related to share-based compensation.
Financial Instruments
9 unchanged sentences
Currently, all of our derivative instruments that are designated as accounting hedges are cash flow hedges.
−Removed: We also hold derivative instruments that are not designated as accounting hedges.
The accounting for changes in the fair value of our cash flow hedges depends on whether we have elected to designate the derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
−Removed: In accordance with FASB ASC Topic 815, both the effective and ineffective portions of changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other comprehensive income/(loss) and are subsequently reclassified into earnings in the period in which the hedged forecasted
−Removed: transaction affects earnings.
+Added: In accordance with FASB ASC Topic 815, both the effective and ineffective portions of changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other comprehensive income/(loss) and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings.
Changes in the fair value of derivative instruments that are not designated as accounting hedges are recognized immediately in other, net.
16 unchanged sentences
Amortization of these amounts is included as a component of interest expense in the consolidated statements of operations.
−Removed: In accounting for debt financing transactions, we apply the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments .
+Added: When accounting for debt repayment transactions, we apply the provisions of FASB ASC Subtopic 470-50, Modifications and Extinguishments .
Our evaluation of the accounting under FASB ASC Subtopic 470-50 is done on a creditor-by-creditor basis in order to determine if the terms of the debt are substantially different and, as a result, whether to apply modification or extinguishment accounting.
4 unchanged sentences
Equity investments
−Removed: We measure equity investments (other than those accounted for under the equity method, those that result in consolidation of the investee, and certain other investments) either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative prescribed in FASB ASC Topic 321, Investments - Equity Securities .
+Added: We generally measure equity investments either at fair value, with changes to fair value recognized in net income, or, in certain instances, by use of a measurement alternative prescribed in FASB ASC Topic 321, Investments - Equity Securities .
Under the measurement alternative, such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.
5 unchanged sentences
Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers in various industries and their dispersion across several geographic areas.
−Removed: Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of these individual customers.
+Added: Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, collection is dependent upon the financial stability of these individual customers.
We estimate an allowance for credit losses on trade accounts receivable at an amount that represents our estimated expected credit losses over the lifetime of our receivables.
−Removed: terms generally require the customer to make payment shortly after (that is, less than one year) the shipment date.
−Removed: For each of the years ended December 31, 2023, 2022, and 2021, our largest customer accounted for approximately 6 % of our net revenue.
+Added: No customer exceeded 10% of our net revenue in any of the years ended December 31, 2024, 2023, and 2022.
+Added: No customer exceeded 10%
Trade accounts payable
−Removed: Trade accounts payable represent liabilities for products provided to us by suppliers prior to the end of the financial year that are unpaid.
−Removed: Trade accounts payable represent short term liabilities as they are due within one year.
−Removed: They are recognized at invoiced amounts and do not bear interest.
+Added: Trade accounts payable represent liabilities for products provided to us by suppliers prior to the end of the reporting period that are unpaid.
+Added: Trade accounts payable are short term liabilities and are recognized at invoiced amounts and do not bear interest.
Allowance for Losses on Receivables
−Removed: The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of the related transaction price recognized as revenue in accordance with FASB ASC Topic 606.
+Added: The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of
+Added: the related transaction price recognized as revenue in accordance with FASB ASC Topic 606.
The allowance represents an estimate of expected credit losses over the lifetime of our receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written-off.
−Removed: We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and a statistical analysis of the remaining receivables determined by reference to past default experience.
+Added: We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for collectability and a statistical analysis of the remaining receivables determined by reference to past default experience.
We consider the need to adjust historical information to reflect the extent to which we expect current conditions and reasonable forecasts to differ from the conditions that existed for the historical period considered.
23 unchanged sentences
We have the option to first assess qualitative factors to determine whether a quantitative goodwill impairment analysis must be performed.
−Removed: The objective of a qualitative goodwill impairment analysis is to assess whether it is more likely than not that the
−Removed: fair value of a reporting unit is less than its carrying value.
+Added: The objective of a qualitative goodwill impairment analysis is to assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
We make this assessment based on macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant factors as applicable.
−Removed: If we elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we prepare a discounted cash flow analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value.
+Added: If we elect not to use this option, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we prepare a discounted cash flow analysis (and, when applicable, a market multiples approach using comparable companies) to determine whether the carrying value of a reporting unit exceeds its estimated fair value.
If the carrying value of a reporting unit exceeds its estimated fair value, we recognize an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB ASC Topic 350.
1 unchanged sentence
Similar to goodwill, we perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review.
−Removed: We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired.
+Added: We have the option to first assess
+Added: qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired.
If we elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment analysis in which we estimate the fair value of the indefinite-lived intangible asset and compare that amount to its carrying value.
23 unchanged sentences
Significant judgment is required in evaluating whether our tax positions meet this two-step process.
−Removed: The more-likely-
−Removed: than-not recognition threshold must be met in each reporting period to support continued recognition of any tax benefits claimed, both in the current year, as well as any year which remains open for review by the relevant tax authority at the balance sheet date.
+Added: The more-likely-than-not recognition threshold must be met in each reporting period to support continued recognition of any tax benefits claimed, both in the current year, as well as any year which remains open for review by the relevant tax authority at the balance sheet date.
Penalties and interest related to uncertain tax positions may be classified as either income taxes or another expense line item in the consolidated statements of operations.
2 unchanged sentences
Income Taxes for additional information related to our income taxes.
−Removed: Pension and Other Post-Retirement Benefits
−Removed: We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries.
−Removed: The funded status of pension and other post-retirement benefit plans, recognized on our consolidated balance sheets as an asset, current liability, or long-term liability, is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date.
−Removed: Benefit obligations represent the actuarial present value of all benefits attributed by the pension formula as of the measurement date to employee service rendered before that date.
−Removed: The value of benefit obligations takes into consideration various financial assumptions, including assumed discount rate and the rate of increase in healthcare costs, and demographic assumptions, including compensation rate increases, retirement patterns, employee turnover rates, and mortality rates.
−Removed: We review these assumptions annually.
−Removed: The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants.
−Removed: It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements.
−Removed: In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effects of call provisions and differences in the timing and amounts of cash outflows related to the bonds.
−Removed: In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount rate using government bond yields or long-term inflation rates.
−Removed: The expected return on plan assets reflects the average rate of earnings expected on the funds invested to provide for the benefits included in the projected benefit obligation.
−Removed: To determine the expected return on plan assets, we use the fair value of plan assets and consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds.
−Removed: Changes to benefit obligations may also be initiated by a settlement or curtailment.
−Removed: A settlement of a defined benefit obligation is an irrevocable transaction that relieves us (or the plan) of primary responsibility for the defined benefit obligation and eliminates significant risks related to the obligation and the assets used to carry out the settlement.
−Removed: The settlement of all or more than a minor portion of the pension obligation constitutes an event that requires recognition of all or part of the net actuarial gains or losses deferred in accumulated other comprehensive income/(loss).
−Removed: Our policy is to apply settlement accounting to the extent our year-to date settlements for a given plan exceed the sum of our forecasted full year service cost and interest cost for that particular plan.
−Removed: A curtailment is an event that significantly reduces the expected years of service of active employees or eliminates for a significant number of employees the accrual of defined benefits for some or all of their future service.
−Removed: The curtailment accounting provisions are applied on a plan-by-plan basis.
−Removed: The total gain or loss resulting from a curtailment is the sum of two distinct elements:
−Removed: (1) prior service cost write-off and (2) curtailment gain or loss.
−Removed: Our policy is that a curtailment event represents one for which we expect a 10% (or greater) reduction in future years of service or an elimination of the accrual of defined benefits for some or all of the future services of 10% (or greater) of the plan's participants.
−Removed: Contributions made to pension and other post-retirement benefit plans are presented as a component of operating cash flows within the consolidated statements of cash flows.
−Removed: We present the service cost component of net periodic benefit cost in the cost of revenue, research and development ("R&D"), and SG&A expense line items, and we present the non–service components of net periodic benefit cost in other, net.
−Removed: Refer to Note 13:
−Removed: Pension and Other Post-Retirement Benefits for additional information related to our pension and other post-retirement benefit plans.
Inventories are stated at the lower of cost or estimated net realizable value.
6 unchanged sentences
We occupy leased facilities with initial terms ranging up to 20 years.
−Removed: Our lease agreements frequently include options to renew for additional periods or to purchase the leased assets and generally require that we pay taxes, insurance, and maintenance costs.
+Added: Our lease agreements may include options to renew for additional periods or to purchase the leased assets and generally require that we pay taxes, insurance, and maintenance costs.
Depending on the specific terms of the leases, our obligations are in two forms:
15 unchanged sentences
In the case of plant and equipment, the historical cost is depreciated on a straight-line basis over its estimated economic useful life.
−Removed: The depreciable lives of plant and equipment are as follows:
−Removed: Buildings and improvements 2 – 40 years
−Removed: Machinery and equipment 2 – 15 years
+Added: The depreciable lives of plant and equipment are generally as follows:
+Added: Buildings and improvements up to 40 years
+Added: Machinery and equipment up to 15 years
Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated economic useful lives of the improvements.
7 unchanged sentences
Evaluation of long-lived assets for impairment
−Removed: We periodically re-evaluate the carrying values and estimated useful lives of long-lived assets (including lease right-of-use assets) whenever events or changes in circumstances indicate that the carrying values of these assets may not be recoverable.
+Added: We re-evaluate the carrying values and estimated useful lives of long-lived assets, or groups of assets (including lease right-of-use assets), whenever events or changes in circumstances indicate that the carrying values of these assets may not be recoverable.
We use estimates of undiscounted net cash flows from long-lived assets to determine whether the carrying values of such assets or asset groups are recoverable over the assets’ remaining useful lives.
1 unchanged sentence
If an asset or asset group is determined to be impaired, the impairment is the amount by which its carrying value exceeds its fair value.
−Removed: These evaluations are performed at a level where discrete net cash flows may be attributed to either an individual asset or a group of assets.
Foreign Currency
8 unchanged sentences
According to FASB ASC Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period.
−Removed: The resulting translation adjustments are reported as cumulative translation adjustment ("CTA"), which is a component of other comprehensive income (or loss) and as a separate component of accumulated other comprehensive income/(loss) on the consolidated balance sheets in accordance with FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income .
+Added: The resulting translation adjustments are reported as cumulative translation adjustment ("CTA"), which is a component of other comprehensive income (or loss) and as a component of accumulated other comprehensive income/(loss) on the consolidated balance sheets in accordance with FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income .
Cash and Cash Equivalents
1 unchanged sentence
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have maturities as of the date of purchase of three months or less.
−Removed: We have established guidelines relative to diversification and maturities of our cash balances that maximize both security and liquidity of our funds.
+Added: We have established guidelines relative to diversification and maturities of our cash and cash equivalent balances intended to maximize both security and liquidity of our funds.
These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates.
As of December 31, 2024 and 2023, most of our cash and cash equivalents balances exceeded federally insured limits and could be at risk of loss.
−Removed: Recently issued accounting standards:
+Added: Pension and Other Post-Retirement Benefits
+Added: We sponsor various pension and other post-retirement benefit plans covering our current and former employees in several countries.
+Added: The funded status of pension and other post-retirement benefit plans, recognized on our consolidated balance sheets as an asset, current liability, or long-term liability, is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date.
+Added: Benefit obligations represent the actuarial present value of all benefits attributed by the pension formula as of the measurement date to employee service rendered before that date.
+Added: The value of benefit obligations takes into consideration various financial assumptions, including assumed discount rate and the rate of increase in healthcare costs, and demographic assumptions, including compensation rate increases, retirement patterns, employee turnover rates, and mortality rates.
+Added: We review these assumptions annually.
+Added: The discount rate reflects the current rate at which the pension and other post-retirement liabilities could be effectively settled, considering the timing of expected payments for plan participants.
+Added: It is used to discount the estimated future obligations of the plans to the present value of the liability reflected in the financial statements.
+Added: In estimating this rate in countries that have a market of high-quality, fixed-income investments, we consider rates of return on these investments included in various bond indices, adjusted to eliminate the effects of call provisions and differences in the timing and amounts of cash outflows related to the bonds.
+Added: In other countries where a market of high-quality, fixed-income investments does not exist, we estimate the discount
+Added: rate using government bond yields or long-term inflation rates.
+Added: The expected return on plan assets reflects the average rate of earnings expected on the funds invested to provide for the benefits included in the projected benefit obligation.
+Added: To determine the expected return on plan assets, we use the fair value of plan assets and consider the historical returns earned by similarly invested assets, the rates of return expected on plan assets in the future, and our investment strategy and asset mix with respect to the plans’ funds.
+Added: Changes to benefit obligations may also be initiated by a settlement or curtailment.
+Added: A settlement of a defined benefit obligation is an irrevocable transaction that relieves us (or the plan) of primary responsibility for the defined benefit obligation and eliminates significant risks related to the obligation and the assets used to carry out the settlement.
+Added: The settlement of all or more than a minor portion of the pension obligation constitutes an event that requires recognition of all or part of the net actuarial gains or losses deferred in accumulated other comprehensive income/(loss).
+Added: Our policy is to apply settlement accounting to the extent our year-to date settlements for a given plan exceed the sum of our forecasted full year service cost and interest cost for that particular plan.
+Added: A curtailment is an event that significantly reduces the expected years of service of active employees or eliminates for a significant number of employees the accrual of defined benefits for some or all of their future service.
+Added: The curtailment accounting provisions are applied on a plan-by-plan basis.
+Added: The total gain or loss resulting from a curtailment is the sum of two distinct elements:
+Added: (1) prior service cost write-off and (2) curtailment gain or loss.
+Added: Our policy is that a curtailment event represents one for which we expect a 10% (or greater) reduction in future years of service or an elimination of the accrual of defined benefits for some or all of the future services of 10% (or greater) of the plan's participants.
+Added: Contributions made to pension and other post-retirement benefit plans are presented as a component of operating cash flows within the consolidated statements of cash flows.
+Added: We present the service cost component of net periodic benefit cost in the cost of revenue, research and development ("R&D"), and SG&A expense line items, and we present the non–service components of net periodic benefit cost in other, net.
+Added: Refer to Note 13:
+Added: Pension and Other Post-Retirement Benefits for additional information related to our pension and other post-retirement benefit plans.
+Added: Recently issued accounting standards adopted in the current period:
In November 2023, the FASB issued Accounting Standards Update ("ASU") No.
6 unchanged sentences
The guidance must be applied retrospectively to all prior periods presented.
−Removed: We will adopt the guidance in FASB ASU No.
−Removed: 2023-07 on January 1, 2024 and will include the required new annual and quarterly disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, respectively.
+Added: We adopted ASU No.
+Added: 2023-07 on January 1, 2024 and have included the required new annual and disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024.
+Added: Refer to Note 20:
+Added: Segment Reporting for additional information.
+Added: Recently issued accounting standards to be adopted in a future period:
In December 2023, the FASB issued ASU No.
2023-09, Income taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures , to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.
−Removed: The guidance also includes certain other amendments to improve the effectiveness of income tax disclosures.
−Removed: For public business entities, the standard is effective for annual periods beginning after December 15, 2024.
−Removed: We are currently evaluating the impact on our income tax related disclosures.
+Added: Improvements to Income Tax Disclosures , which introduces new disclosure requirements for income taxes.
+Added: This update is effective for annual periods beginning after December 31, 2024.
+Added: While this ASU is not yet effective for the year ending December 31, 2024, we anticipate that it will significantly enhance the transparency and detail of our income tax disclosures in future periods.
+Added: Key changes include:
+Added: • Enhanced rate reconciliation disclosures, requiring a tabular reconciliation of the effective tax rate using both percentages and amounts, with detailed information on significant reconciling items.
+Added: • Detailed disclosures of income taxes paid, broken out between federal (national), state/local, and foreign taxes, and by individual jurisdictions when they represent 5% or more of the total income taxes paid.
+Added: • More detailed disclosures about deferred tax liabilities, particularly those related to unremitted earnings of foreign subsidiaries .
+Added: We are currently assessing the impact of these new requirements on our financial reporting and will implement the necessary changes in our disclosures for the year ending December 31, 2025.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03 Income Statement (Topic 220):
+Added: Reporting Comprehensive Income , which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement .
+Added: 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Operations.
+Added: However, the amendments require disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements.
+Added: The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact that the adoption of ASU No.
+Added: 2024-03 will have on its consolidated financial statements and disclosures.
Revenue Recognition
We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods.
−Removed: The vast majority of our revenue is derived from the sale of tangible products whereby (1) control of the product transfers to the customer at a point in time, (2) we recognize revenue at a point in time, and (3) the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time.
−Removed: Our standard terms of sale provide our customers with a warranty against faulty workmanship and the use of defective materials.
−Removed: We do not generally offer separately priced extended warranty or product maintenance contracts.
+Added: The majority of our revenue is derived from the sale of tangible products whereby (1) control of the product transfers to the customer at a point in time, (2) we recognize revenue at a point in time, and (3) the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time.
+Added: Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective materials.
Refer to Note 2:
2 unchanged sentences
We believe that our end markets are the categories that best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
−Removed: The following table presents net revenue disaggregated by segment and end market for the years ended December 31, 2023, 2022, and 2021:
−Removed: Performance Sensing Sensing Solutions Total
−Removed: For the year ended December 31, For the year ended December 31, For the year ended December 31,
+Added: The following table presents net revenue disaggregated by end market for the years ended December 31, 2024, 2023, and 2022:
+Added: For the year ended December 31, 2024 (1)
+Added: PS SS Other Total
$ 2,073,758 $ 134,658 $ — $ 2,208,416
−Removed: Automotive $ 2,139,306 $ 2,071,879 $ 2,018,056 $ 37,883 $ 35,772 $ 44,351 $ 2,177,189 $ 2,107,651 $ 2,062,407
669,835 24,104 — 693,939
1 unchanged sentence
— 155,499 — 155,499
−Removed: Appliance and HVAC (2)
+Added: Aerospace — 190,360 — 190,360
— — 127,889 127,889
+Added: Total $ 2,743,593 $ 1,061,282 $ 127,889 $ 3,932,764
+Added: For the year ended December 31, 2023 (1)
+Added: PS SS Other Total
+Added: $ 2,062,058 $ 115,131 $ — $ 2,177,189
+Added: 687,876 28,085 — 715,961
+Added: Industrial (2)
+Added: — 660,551 — 660,551
+Added: — 164,742 — 164,742
Aerospace — 188,179 — 188,179
−Removed: Other — — — 41,062 120,296 135,989 41,062 120,296 135,989
−Removed: Net revenue $ 3,002,728 $ 2,920,393 $ 2,801,226 $ 1,051,355 $ 1,108,869 $ 1,019,580 $ 4,054,083 $ 4,029,262 $ 3,820,806
— — 147,461 147,461
+Added: Total $ 2,749,934 $ 1,156,688 $ 147,461 $ 4,054,083
+Added: For the year ended December 31, 2022 (1)
+Added: PS SS Other Total
+Added: $ 1,994,875 $ 112,776 $ — $ 2,107,651
+Added: 650,372 24,866 — 675,238
+Added: Industrial (2)
+Added: — 729,120 — 729,120
+Added: — 191,097 — 191,097
+Added: Aerospace — 152,880 — 152,880
+Added: — — 173,276 173,276
+Added: Total $ 2,645,247 $ 1,210,739 $ 173,276 $ 4,029,262
+Added: __________________________
+Added: (1) In the three months ended March 31, 2024, we realigned our segments, as discussed further in Note 1:
+Added: Basis of Presentation and Note 20:
+Added: Segment Reporting .
+Added: As a result, certain revenue in the Automotive and HVOR end markets has been moved from Performance Sensing to Sensing Solutions.
+Added: In addition, revenue generated by our Insights Business 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.
+Added: The years ended December 31, 2023 and 2022 have been retrospectively recast to reflect this change.
(2) 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.
−Removed: The amounts previously reported in the tables above for the years ended December 31, 2022 and 2021 have been retrospectively recast to reflect this change.
−Removed: (2) Heating, ventilation, and air conditioning
+Added: The amounts previously reported in the table above for the year ended December 31, 2022 have been retrospectively recast to reflect this change.
Refer to Note 20:
Segment Reporting for a presentation of net revenue disaggregated by product category and geographic region.
−Removed: Contract Assets and Liabilities
−Removed: Excluding trade receivables, which are presented on our consolidated balance sheets, our contract assets are not material.
−Removed: Contract liabilities, whereby we receive payment from customers related to our promise to satisfy performance obligations in the future, are not material.
−Removed: Share-Based Payment Plans
+Added: Share-Based Compensation
At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan").
The 2021 Equity Plan is substantially similar to the 2010 Equity Plan with some updates based on changes in law and current practices.
−Removed: The purpose of the 2021 Equity Plan is to promote the long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining
−Removed: employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success.
+Added: The purpose of the 2021 Equity Plan is to promote the long-term growth, profitability, and interests of the Company and its shareholders by aiding us in attracting and retaining employees, officers, consultants, advisors, and non-employee directors capable of assuring our future success.
All awards granted subsequent to this approval were made under the 2021 Equity Plan.
−Removed: The 2010 Equity Plan was terminated as to the grant of any additional awards, but prior awards remain outstanding in accordance with their terms.
+Added: The 2010 Equity Plan was terminated as to the
+Added: grant of any additional awards, but prior awards remain outstanding in accordance with their terms.
As of December 31, 2024, there were 4.0 million ordinary shares available for grants of awards under the 2021 Equity Plan.
21 unchanged sentences
Balance as of December 31, 2024 837 $ 46.94 2.3 $ 0
−Removed: 1,267 $ 45.58 2.6 $ 0
Options vested and exercisable as of December 31, 2024 837 $ 46.94 2.3 $ 0
−Removed: 1,267 $ 45.58 2.6 $ 0
−Removed: Vested and expected to vest as of December 31, 2023
−Removed: 1,267 $ 45.58 2.6 $ 0
Aggregate intrinsic value of options exercised in the years ended December 31, 2024, 2023, and 2022 was $ 0.4 million, $ 1.7 million and $ 8.3 million, respectively.
−Removed: Option awards granted to employees generally vest 25 % per year over four years from the grant date.
−Removed: We recognize compensation expense for options on a straight-line basis over the requisite service period, which is generally the same as the vesting period.
−Removed: The options generally expire ten years from the date of grant.
−Removed: For options granted prior to April 2019, except as otherwise provided in specific option award agreements, if a participant ceases to be employed by us, options not yet vested generally expire and are forfeited at the termination date, and options that are fully vested generally expire 90 days after termination of the participant’s employment.
−Removed: Exclusions to the general policy for terminated employees include termination for cause (in which case the options expire on the participant’s termination date) and termination due to death or disability (in which case any unvested options shall immediately vest and expire one year after the participant’s termination date).
−Removed: For options granted in or after April 2019, the same terms apply, except that in the event of termination due to a qualified retirement, options not yet vested will continue to vest and will expire ten years from the grant date.
Restricted Securities
8 unchanged sentences
(Awards in thousands) RSU Awards Granted Weighted-Average
−Removed: Fair Value Market PRSU Awards Granted (2)
+Added: Fair Value PRSU Awards Granted (2)
Weighted-Average
7 unchanged sentences
The amounts presented within this table do not reflect our current assessment of the probable outcome of vesting based on the achievement or expected achievement of performance conditions.
−Removed: (2) Approximately 50 percent of these awards represent Market PRSUs that will be evaluated relative to the performance of certain peers as defined in the award agreement.
−Removed: 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.
−Removed: The fair value of Market PRSUs was estimated on the date of grant (April 1, 2023) using a Monte Carlo simulation pricing model.
−Removed: Significant Accounting Policies for further discussion of this model and key assumptions and inputs.
−Removed: The key assumptions used in estimating the grant-date fair value of Market PRSUs for the year ended December 31, 2023 are presented in the table below:
−Removed: For the year ended December 31, 2023
+Added: (2) Approximately 50 percent of these awards represent Market PRSUs that will be evaluated relative to the performance of
+Added: certain peers as defined in the award agreement.
+Added: The number of units that ultimately vest will be from 0 % to 150 %, depending on achievement of these performance criteria.
+Added: The fair value of Market PRSUs was estimated on the date of grant (April 2024 and 2023) using a Monte Carlo simulation pricing model.
+Added: Significant Accounting Policies for further discussion.
+Added: The key assumptions used in estimating the grant-date fair value of Market PRSUs for the years ended December 31, 2024 and 2023 are presented in the table below:
+Added: For the year ended December 31, 2024 For the year ended December 31, 2023
Expected term (years)
2 unchanged sentences
Stock price on valuation date
+Added: $ 36.50 $ 50.00
Expected volatility
−Removed: There were no Market PRSUs granted in the years ended December 31, 2022 and 2021.
+Added: There were no Market PRSUs granted in the year ended December 31, 2022.
Compensation expense for the year ended December 31, 2024 reflects our estimate of the probable outcome of the performance conditions associated with the PRSU awards granted in the years ended December 31, 2024, 2023, and 2022.
20 unchanged sentences
Share-based compensation expense $ 38,459 $ 29,994 $ 31,791
−Removed: In the years ended December 31, 2023, 2022, and 2021, we recognized $ 4.5 million, $ 3.8 million, and $ 3.2 million, respectively, of income tax benefit associated with share-based compensation expense.
+Added: In the years ended December 31, 2024, 2023, and 2022, we recognized $ 5.5 million, $ 4.5 million, and $ 3.8 million,
+Added: respectively, of income tax benefit associated with share-based compensation expense.
The table below presents unrecognized compensation expense at December 31, 2024 for each class of award and the remaining expected term for this expense to be recognized:
3 unchanged sentences
Restructuring and Other Charges, Net
−Removed: Q2 2020 Global Restructure Program
−Removed: In the year ended December 31, 2020, in response to the potential long-term impact of the global financial and health crisis caused by the COVID-19 pandemic on our business, we committed to a plan to reorganize our business (the “Q2 2020 Global Restructure Program”), consisting of voluntary and involuntary reductions-in-force and certain site closures.
−Removed: The Q2 2020 Global Restructure Program was commenced in order to align our cost structure to the then-anticipated future demand outlook.
−Removed: In the year ended December 31, 2021, we completed all actions contemplated thereunder, with approximately 840 positions impacted.
−Removed: We recognized total cumulative costs of $ 33.2 million under the Q2 2020 Global Restructure Program, of which $ 28.4 million related to severance charges and $ 4.8 million related to facility and other exit costs.
−Removed: Charges recognized in the year ended December 31, 2021 resulting from the Q2 2020 Global Restructure Program are presented by impacted segment below.
−Removed: However, as discussed in Note 20:
−Removed: Segment Reporting , restructuring charges are excluded from segment operating income.
−Removed: There were no charges recognized in the years ended December 31, 2023 and 2022.
−Removed: For the year ended December 31, 2021
−Removed: Performance Sensing (1)
−Removed: Sensing Solutions (1)
−Removed: Corporate and other ( 1,362 )
−Removed: Q2 2020 Global Restructure Program, net
−Removed: ___________________________________
−Removed: (1) Of the amounts presented in the table for Performance Sensing and Sensing Solutions, approximately $ 1.2 million and $ 3.8 million, respectively, related to site closures.
+Added: In the year ended December 31, 2024, we committed to a plan to reorganize our business (the “2H 2024 Plan”).
+Added: The 2H 2024 Plan, consisting of involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end markets and to take active measures to accelerate our margin recovery.
+Added: 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 213 positions.
+Added: Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between $ 11.8 million and $ 15.0 million, primarily related to reductions-in-force.
+Added: The majority of the actions under the 2H 2024 Plan are expected to be completed on or before September 30, 2025.
+Added: We expect to settle these charges with cash on hand.
In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”).
2 unchanged sentences
Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $ 23.9 million and $ 25.8 million, primarily related to reductions-in-force.
−Removed: The majority of the actions under the Q3 2023 Plan are expected to be completed on or before June 30, 2024.
+Added: The majority of the actions under the Q3 2023 Plan are expected to be completed on or before December 31, 2025.
We expect to settle these charges with cash on hand.
5 unchanged sentences
Total 505 $ 23,900 $ 25,750
−Removed: Restructuring charges recognized in the year ended December 31, 2023 resulting from the Q3 2023 Plan are presented by business segment and corporate functions below.
+Added: Restructuring charges recognized in the years ended December 31, 2024 and 2023 resulting from the Q3 2023 Plan are
+Added: presented by business segment and corporate functions below.
+Added: For the year ended December 31,
Severance Facility and other exit costs
+Added: Severance Facility and other exit costs
Performance Sensing $ 250 $ — $ 7,741 $ 237
2 unchanged sentences
Q3 2023 Plan total $ 123 $ 242 $ 22,303 $ 1,192
−Removed: ___________________________________
−Removed: (1) Includes site closures
−Removed: Spear Marine Business
+Added: Spear Power Systems
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”).
−Removed: 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.
+Added: The exit of the 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.
−Removed: The Spear Marine Business had been included in the Sensing Solutions reportable segment.
−Removed: Exiting the Spear Marine Business resulted in charges in the year ended December 31, 2023, as presented in the table below:
−Removed: Location For the year ended December 31, 2023
+Added: In September 2024, we made the decision to exit the Spear aerospace and defense business (the "Aerospace Business") and entered into an asset purchase agreement that closed in October 2024, wherein a third party assumed control of a majority of the remaining Spear assets.
+Added: The Spear businesses had been included in the Sensing Solutions reportable segment.
+Added: Exiting the Spear Marine Business and Aerospace Business resulted in charges in the years ended December 31, 2024 and 2023, as presented in the table below:
+Added: For the year ended December 31,
+Added: Location 2024
Accelerated amortization Amortization of intangible assets $ 9,619 $ 13,527
Write-down of inventory Cost of revenue 1,443 10,479
−Removed: Severance charges
+Added: Severance charges, net
Restructuring and other charges, net ( 328 ) 1,159
6 unchanged sentences
2024 2023 2022
−Removed: Q2 2020 Global Restructure Program, net (1)
+Added: 2H 2024 Plan, net (1)
$ 11,762 $ — $ —
Q3 2023 Plan, net (1)
+Added: 11,154 14,496 —
Other restructuring and other charges, net
2 unchanged sentences
Facility and other exit costs 4,006 600 5,464
−Removed: Gain on sale of business (3)
+Added: Loss (gain) on sale of business (3)
98,750 ( 5,877 ) ( 135,112 )
4 unchanged sentences
__________________________
−Removed: (1) Includes net severance charges and facility and other exit costs related to the respective programs as detailed under the headings Q2 2020 Global Restructure Program and Q3 2023 Plan above.
+Added: (1) Includes net severance charges and facility and other exit costs related to the respective programs as detailed under the headings 2H 2024 Plan and 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.
−Removed: The year ended December 31, 2023 includes severance charges incurred as a result of the exit of the Spear Marine Business as detailed under the heading Spear Marine Business above.
−Removed: (3) The year ended December 31, 2022 includes the gain on sale of various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business").
+Added: The year ended December 31, 2023 includes severance charges incurred as a result of the exit of the Spear Marine Business as detailed under the heading Spear Power Systems above.
+Added: (3) The year ended December 31, 2024 included the loss on the sale of the Insights business.
+Added: The year ended December 31, 2022 includes the gain on sale of the "Qinex Business.
Refer to Note 21:
−Removed: Acquisitions and Divestitures for additional information.
+Added: Divestitures for additional information.
(4) Acquisition-related compensation arrangements consist of incentive compensation to previous owners of companies we have acquired.
1 unchanged sentence
(5) Represents charges that are not included in one of the other classifications.
−Removed: The year ended December 31, 2023 primarily includes charges related to the exit of the Spear Marine Business, as detailed under the heading Spear Marine Business above.
+Added: The year ended December 31, 2024 primarily includes pension settlement charges and charges related to assets currently held for sale.
+Added: Refer to Note 21:
+Added: Divestitures for further information.
+Added: The year ended December 31, 2023 primarily includes charges related to the exit of the Spear Marine Business, as detailed under the heading Spear Power Systems above.
The year ended December 31, 2022 primarily includes transaction-related charges to sell the Qinex Business, partially offset by gains related to changes in the fair value of acquisition-related contingent consideration amounts.
Refer to Note 21:
−Removed: Acquisitions and Divestitures for additional information.
+Added: Divestitures for additional information.
The following table presents a rollforward of the severance portion of our restructuring obligations for the years ended December 31, 2024 and 2023:
−Removed: Q2 2020 Global Restructure Program
Balance as of December 31, 2022 $ — $ — $ — $ 8,617 $ 8,617
7 unchanged sentences
Balance as of December 31, 2024 $ 5,198 $ 355 $ — $ 534 $ 6,087
−Removed: __________________________
−Removed: (1) Includes severance charges related to the exit of the Spear Marine Business.
The severance portion of our restructuring obligations for each period presented was entirely recorded in accrued expenses and other current liabilities on our consolidated balance sheets.
6 unchanged sentences
$ 3,964 $ ( 20,152 ) $ ( 18,155 )
−Removed: Gain/(loss) on foreign currency forward contracts (2)
+Added: (Loss)/gain on foreign currency forward contracts (2)
( 2,619 ) 4,237 4,324
−Removed: Loss on commodity forward contracts (2)
+Added: Gain/(loss) on commodity forward contracts (2)
3,471 ( 2,762 ) ( 3,350 )
−Removed: Loss on debt financing (3)
+Added: Loss on debt financing transactions (3)
( 9,757 ) ( 5,413 ) ( 5,468 )
13 unchanged sentences
Debt for additional information related to our debt financing transactions.
−Removed: (4) Primarily reflects a mark-to-market loss on our investment in Quanergy Systems, Inc.
−Removed: ("Quanergy") in the year ended December 31, 2022.
+Added: (4) The year ended December 31, 2024, primarily includes a loss on equity investment that does not have a readily
+Added: determinable fair value for which we use the measurement alternative prescribed in FASB Topic 321, Investments-Equity Securities.
Refer to Note 18:
Fair Value Measures for additional information.
+Added: The year ended December 31, 2022, primarily reflects a mark-to-market loss on our investment in Quanergy Systems, Inc.
+Added: ("Quanergy") .
Refer to Note 2:
26 unchanged sentences
The principal reconciling items from income tax computed at the U.K.
−Removed: statutory tax rate for the year ended December 31, 2023 were as follows:
−Removed: For the year ended December 31, 2023
−Removed: Tax computed at statutory rate of 23.5%
+Added: statutory tax rate for the years ended December 31, 2024 and 2023 were as follows:
+Added: For the year ended December 31, 2024 For the year ended December 31, 2023
+Added: Tax computed at statutory rate of 25 % for 2024 and 23.5 % for 2023
+Added: $ ( 2,959 ) $ 4,193
Capital restructuring and dispositions
+Added: 40,603 ( 286,434 )
Valuation allowances ( 179,980 ) 278,486
Goodwill impairment
+Added: 31,521 41,151
Foreign rate differential ( 13,144 ) ( 17,690 )
5 unchanged sentences
Changes in tax laws or rates ( 2,602 ) ( 339 )
+Added: pension settlement
Nontaxable items and other 2,583 3,503
9 unchanged sentences
Goodwill impairment
+Added: 31,521 41,151 —
Foreign tax rate differential ( 13,617 ) ( 17,303 ) ( 44,327 )
4 unchanged sentences
Reserve for tax exposure ( 850 ) 1,117 1,315
−Removed: Change in tax laws or rates ( 339 ) 2,611 ( 7,070 )
+Added: Changes in tax laws or rates
+Added: ( 2,602 ) ( 339 ) 2,611
+Added: pension settlement
Nontaxable items and other 2,583 3,503 9,631
4 unchanged sentences
This can result in a foreign tax rate differential that may reflect a tax benefit or detriment.
−Removed: This foreign tax rate differential can change from year to year based upon the jurisdictional mix of earnings and changes in current and future enacted tax rates.
+Added: This differential can vary annually based upon the jurisdictional mix of earnings and changes in current and future enacted tax rates.
Certain of our subsidiaries are currently eligible, or have been eligible, for tax exemptions or reduced tax rates in their respective jurisdictions.
−Removed: A subsidiary in Changzhou, China has been and continues to be eligible for a reduced corporate income tax rate of 15 % through 2024.
+Added: A subsidiary in Changzhou, China has been eligible for a reduced corporate income tax rate of 15 % through 2024.
The impact on current tax expense of the tax holidays and exemptions is included in the foreign tax rate differential disclosure, reconciling the statutory rate to our effective rate.
3 unchanged sentences
Such taxes are deducted if they cannot be credited against the recipient’s tax liability in its country of residence.
−Removed: Additional consideration has been given to the withholding taxes associated with unremitted earnings and the recipient's ability to obtain a tax credit for such taxes.
−Removed: Earnings are not considered to be indefinitely reinvested in the jurisdictions in which they were earned.
−Removed: In certain jurisdictions we recognize a deferred tax liability on withholding and other taxes on intercompany payments including dividends.
+Added: considered the withholding taxes associated with unremitted earnings and the recipient's ability to obtain a tax credit for such taxes.
+Added: Earnings are not considered to be indefinitely reinvested in certain jurisdictions in which they were earned.
+Added: In these jurisdictions we recognize a deferred tax liability on withholding and other taxes on intercompany payments including dividends.
Research and development incentives
5 unchanged sentences
Capital restructuring and dispositions
−Removed: During the year ended December 31, 2023, we recorded a $ 300 million deferred tax benefit related to the intercompany transfer of certain intellectual property rights, included in the outside basis difference line in the deferred tax table below.
−Removed: Based on our corporate structure at December 31, 2023, it is more likely than not that the future tax benefits associated with this intercompany transfer will not be realized.
−Removed: As such this benefit has been fully offset by a valuation allowance.
−Removed: The increase of $ 4.5 million in our effective tax rate for the year ended December 31, 2022 was due to the tax accounting impacts of the divestiture of the Qinex Business, partially offset by separate intangible property transfers.
+Added: The increase in our effective tax rate for the year ended December 31, 2024, is primarily due to a strategy executed to secure the future deductibility of certain intellectual property rights.
+Added: This unfavorable impact was partially offset by losses from the sale of the Insights business.
+Added: For the year ended December 31, 2023, the transfer of these intellectual property rights led to the recording of a deferred tax asset with a full valuation allowance.
+Added: Additionally, the increase in our effective tax rate for the year ended December 31, 2022, was due to the tax accounting impacts of the divestiture of the Qinex Business, partially offset by separate intangible property transfers.
Goodwill impairment
−Removed: During the year ended December 31, 2023, we incurred a non-cash impairment charge for goodwill that is nondeductible for tax purposes.
+Added: During the years ended December 31, 2024 and 2023, we incurred a non-cash impairment charge for goodwill that is nondeductible for tax purposes.
Deferred income tax assets and liabilities
23 unchanged sentences
Net deferred tax liability $ 54,053 $ ( 227,546 )
+Added: Included in the table above is $ 1.5 million of net deferred tax assets that are associated with assets currently held for sale.
+Added: Refer to Note 21:
+Added: Divestitures for further information.
Valuation allowance and net operating loss carryforwards
We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized.
−Removed: In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets.
+Added: our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets.
Significant judgment is required in considering the relative impact of the negative and positive evidence, and weight given to each category of evidence is commensurate with the extent to which it can be objectively verified.
14 unchanged sentences
This liability may not be used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite period.
−Removed: The total valuation allowance increased $ 320.0 million and $ 23.6 million in the years ended December 31, 2023 and 2022, respectively.
−Removed: Due to our inability to benefit from the deferred tax asset created upon the transfer of certain intellectual property, we recorded a $ 300 million valuation allowance in the year ended December 31, 2023.
+Added: The total valuation allowance decreased $ 155.6 million in the year ended December 31, 2024 and increased $ 320.0 million in the year 2023.
+Added: During the year ended December 31, 2024, we executed a strategy to secure the future tax deductibility of certain intellectual property resulting in a $ 257.7 million reduction to the valuation allowance that was placed against this deferred tax asset in the year ended December 31, 2023.
As a result of changes in interest limitation rules in the Netherlands that became effective in 2021, we recorded a valuation allowance against our interest carryforwards in this jurisdiction in the year ended December 31, 2021.
7 unchanged sentences
Unrecognized tax benefits
+Added: All uncertain tax positions have been classified in our balance sheet as noncurrent.
A reconciliation of the amount of unrecognized tax benefits is as follows:
4 unchanged sentences
Increases related to prior year tax positions 956 1,205 1,312
−Removed: (Decreases)/increases related to business combinations — ( 883 ) 1,370
+Added: Decreases related to business combinations and dispositions ( 100 ) — ( 883 )
Decreases related to settlements with tax authorities — ( 414 ) —
1 unchanged sentence
Decreases related to lapse of applicable statute of limitations — ( 687 ) ( 743 )
−Removed: Changes related to foreign currency exchange rates 406 ( 789 ) ( 571 )
+Added: (Decreases)/increases related to foreign currency exchange rates ( 328 ) 406 ( 789 )
Balance at end of year $ 180,209 $ 187,192 $ 224,588
8 unchanged sentences
The amount of unrecognized tax benefits as of December 31, 2024 that if recognized would impact our effective tax rate is $ 136.4 million.
−Removed: Our major tax jurisdictions include Bulgaria, China, France, Germany, Japan, Malaysia, Malta, Mexico, the Netherlands, South Korea, the U.K., and the U.S.
+Added: Our major tax jurisdictions include Bulgaria, China, France, Germany, Japan, Malaysia, Malta, Mexico, the Netherlands, Switzerland, the U.K., and the U.S.
These jurisdictions generally remain open to examination by the relevant tax authority for the tax years 2008 through 2024.
On December 15, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum jurisdictional effective tax rate of 15%.
−Removed: The legislation is effective for our fiscal year beginning January 1, 2024.
−Removed: The Company continues to evaluate the potential impact on future periods due to the Pillar Two framework, as such changes could result in complexity and uncertainty where we do business and could increase our effective tax rate.
−Removed: We are currently evaluating the potential impact of Pillar Two on our consolidated financial statements and related disclosures.
+Added: The legislation became effective for our fiscal year beginning January 1, 2024.
+Added: The Company has evaluated the impact of Pillar Two and continues to assess ongoing guidance.
+Added: Based on our analysis to date, it has not had a material impact on our 2024 consolidated financial statements and related disclosures.
+Added: However, we will continue to monitor developments and assess any future implications on our financial position and results of operations.
Indemnifications
−Removed: We have various indemnification provisions in place with parties including Honeywell (sellers of First Technology Automotive and Special Products), the Terence Richard Prime Trust dated August 10, 1999 and John Christopher Lakey (sellers of Elastic M2M, Inc.), John Milios (seller of Sendyne Corp.), the former stockholders of SmartWitness Holdings, Inc., and the sellers of Xirgo Technologies Intermediate Holdings, LLC and Xirgo Holdings, Inc., whereby such provisions provide for the reimbursement of future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses.
−Removed: Net (Loss)/Income per Share
+Added: We have various indemnification provisions in place with parties including Honeywell (sellers of First Technology Automotive and Special Products), the former shareholders of Elastic M2M, Inc., Sendyne Corp., SmartWitness Holdings, Inc., Xirgo Technologies Intermediate Holdings, LLC and Xirgo Holdings, Inc., whereby such provisions provide for the reimbursement of future tax liabilities paid by us that relate to the pre-acquisition periods of the acquired businesses.
+Added: Net Income/(Loss) per Share
Basic and diluted net (loss)/income per share are calculated by dividing net (loss)/income by the number of basic and diluted weighted-average ordinary shares outstanding during the period.
−Removed: For the years ended December 31, 2023, 2022, and 2021, the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows:
+Added: For the years ended December 31, 2024, 2023, and 2022, the weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:
For the year ended December 31,
7 unchanged sentences
Refer to Note 4:
−Removed: Share-Based Payment Plans for additional information related to our equity awards.
+Added: Share-Based Compensation for additional information related to our equity awards.
These potential ordinary shares are as follows:
27 unchanged sentences
Sensing Solutions (3)
+Added: Other Non-segment
Balance as of December 31, 2022 $ 2,189,771 $ 1,399,753 $ 321,700 $ 3,911,224
−Removed: Acquisitions 30,873 423,288 454,161
— ( 8,240 ) — ( 8,240 )
+Added: Measurement period adjustments
+Added: — ( 38,494 ) — ( 38,494 )
+Added: Goodwill impairment charge (1)
+Added: — — ( 321,700 ) ( 321,700 )
+Added: Foreign currency translation effect
+Added: ( 20 ) — — ( 20 )
+Added: Goodwill reallocation (2)
+Added: ( 57,071 ) 57,071 — —
Balance as of December 31, 2023 2,132,680 1,410,090 — 3,542,770
+Added: Assets held for sale
( 8,800 ) — — ( 8,800 )
Measurement period adjustments
−Removed: — ( 38,494 ) ( 38,494 )
Goodwill impairment charge (1)
7 unchanged sentences
(1) In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $ 321.7 million non-cash impairment charge.
+Added: In the third quarter of 2024, we determined that our Dynapower reporting unit was impaired and we recorded a $ 150.1 million non-cash impairment charge.
Refer to additional information under the heading Reporting Units below.
(2) 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.
+Added: 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.
+Added: Effective January 1, 2024, we moved certain aftermarket product lines from the Automotive and HVOR operating segments (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment.
+Added: This change resulted in the reallocation of $ 122.0 million of goodwill from the Automotive reporting unit and $ 21.4 million of goodwill from the HVOR reporting unit to a new Aftermarket reporting unit based on a relative fair value allocation.
+Added: (3) There was no accumulated goodwill impairment related to the Performance Sensing reportable segment as of December 31, 2024, excluding the $ 321.7 million impairment of Insights, which is no longer part of the Performance Sensing reportable segment.
Refer to Note 20:
Segment Reporting for additional information.
−Removed: 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.
−Removed: (3) Accumulated goodwill impairment related to the Performance Sensing reportable segment was $ 321.7 million as of December 31, 2023 and $ 0.0 million at each of December 31, 2022 and 2021.
−Removed: Accumulated goodwill impairment related to the Sensing Solutions reportable segment was $ 18.5 million at each of December 31, 2023, 2022, and 2021.
+Added: Accumulated goodwill impairment related to the Sensing Solutions reportable segment was $ 168.6 million as of December 31, 2024, and $ 18.5 million as of both December 31, 2023, and 2022.
Acquisitions and Divestitures
4 unchanged sentences
In addition, we estimate the economic lives of these identified intangible assets and these lives are used to calculate amortization expense.
−Removed: Goodwill has been included in our segments based on a methodology using anticipated future earnings of
−Removed: the components of business.
−Removed: Refer to Note 21:
−Removed: Acquisitions and Divestitures for additional information related to our acquisitions.
+Added: Goodwill has been included in our segments based on a methodology using anticipated future earnings of the components of business.
In July 2022, we sold the Qinex Business, which had previously been consolidated into the Industrial Solutions reporting unit.
1 unchanged sentence
Refer to Note 21:
−Removed: Acquisitions and Divestitures for additional information on this transaction.
+Added: Divestitures for additional information on this transaction.
We concluded that this sale did not impact our reportable or operating segment evaluations.
Reporting Units
−Removed: On June 6, 2023, we announced that we had made the decision to exit the Spear Marine Business, which was a part of the Clean Energy Solutions reporting unit.
−Removed: We qualitatively determined that the goodwill related to the Clean Energy Solutions reporting unit was not impaired as a result of the exit of this business.
−Removed: Refer to Note 5:
−Removed: Restructuring and Other Charges, Net for additional information related to the exit of the Spear Marine Business.
−Removed: As of October 1, 2023, we had seven reporting units, Automotive, HVOR, Insights, Industrial Solutions, Aerospace, Clean Energy Solutions, and Dynapower.
−Removed: Upon acquisition of Dynapower in the third quarter of 2022, it was included in the Clean Energy Solutions reporting unit.
−Removed: We did not integrate the Dynapower acquisition with the Clean Energy Solutions reporting unit and have subsequently determined that the manner in which we operate the Dynapower business and the availability of discrete financial information necessitates that it should be considered a separate reporting unit, a change that was made as of October 1, 2023.
+Added: In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting
+Added: unit could exceed its fair values.
+Added: The primary indicators of impairment were revised projections of future cash flows and actual performance that was lower than previous projections for these reporting unit.
+Added: We evaluated the goodwill of the Dynapower reporting unit for impairment using a combination of a market-based valuation method and an income approach that discounts forecasted cash flows.
+Added: As these assumptions were largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy.
+Added: A change in our cash flow forecast or the discount rate used would result in an increase or decrease in our calculated fair value.
+Added: We determined that our Dynapower reporting unit was impaired, and in the third quarter of 2024, we recorded a $ 150.1 million non-cash impairment charge.
+Added: If Dynapower does not achieve the forecasted cash flows, there is a possibility that additional impairments of the remaining $ 229.8 million of goodwill may be recognized in the future.
+Added: As of October 1, 2024, we had seven reporting units, Automotive, HVOR, Industrial Solutions, Aerospace, Clean Energy Solutions, Aftermarket and Dynapower.
+Added: During the second half of 2024, we reorganized our Sensing Solutions operating segment, which resulted in the realignment of our reporting units during Q4 2024.
+Added: As a result of this reorganization, our Clean Energy Solutions reporting unit, which includes high-voltage contactors, inverters, and battery management systems was combined with our existing Industrial Solutions reporting unit creating one reporting unit, Industrial Solutions.
There have been no subsequent changes to our reporting units as of December 31, 2024.
We evaluated our goodwill for impairment as of October 1, 2024, using a quantitative analysis for each reporting unit, under which a discounted cash flow analysis is prepared (and, when applicable, a market multiples approach using comparable companies) to determine whether the fair value of the reporting unit is less than its carrying value.
−Removed: Based on these analyses, we have determined that our Insights reporting unit was impaired.
−Removed: As a result, we recorded a $ 321.7 million non-cash impairment charge in the fourth quarter of 2023, representing the entire goodwill balance allocated to Insights.
−Removed: This impairment was primarily driven by reprioritization of our investments into electrification as a company, which is a core component of our overall capital allocation strategy.
−Removed: The reprioritization evolved from an assessment of our business strategy, beginning in the second half of 2023.
−Removed: With electrification as the clear future of our company and the best area of focus for management, in the fourth quarter of 2023, we decided to narrow our investment in Insights.
−Removed: Our assessment of the potential of the business has not changed, but our focus has moved from growth of the business to profitability.
−Removed: These decisions resulted in significant cost restructuring and a lower long-range financial forecast for the reporting unit, impacting the valuation of the business with respect to the goodwill impairment analysis.
−Removed: Other valuation assumptions for the Insights reporting unit valuation that are impacted by macroeconomic factors also contributed to the impairment.
−Removed: We are considering strategic alternatives for this business as we continue to focus our investment priorities in-line with our strategy.
−Removed: On a quarterly basis, we assess whether any factors exist that would trigger the need for an additional impairment review of our goodwill.
−Removed: No such factors were present until the fourth quarter of 2023, when we made the decision to change our strategy with respect to our investment in Insights.
+Added: Based on these analyses, we have determined that as of October 1, 2024, the fair value of each of our reporting units exceeded their carrying values.
We consider a combination of quantitative and qualitative factors to determine whether a reporting unit is at risk of failing the goodwill impairment test, including:
the timing of our most recent quantitative impairment tests and the relative amount by which a reporting unit’s fair value exceeded its then carrying value, the inputs and assumptions underlying our valuation models and the sensitivity of our fair value measurements to those inputs and assumptions, the impact that adverse economic or market conditions may have on the degree of uncertainty inherent in our long-term operating forecasts, and changes in the carrying value of a reporting unit’s net assets from the time of our most recent goodwill impairment test.
−Removed: We also consider the impact of recent acquisitions in our expectations of the reporting units, such as the Insights and Dynapower reporting units, and how these acquisitions perform against their original expected performance, as these might put pressure on the reporting units' fair value over carrying value in the short term.
+Added: We also consider the impact of recent impairments in our expectations of the reporting units, such as the Dynapower reporting unit, and how actual performance against the forecasted performance, might put pressure on the reporting unit's fair value over carrying value in the short term.
Indefinite-Lived Intangible Assets
We own the Klixon ® and Airpax ® tradenames, which are indefinite-lived intangible assets as they have been in continuous use since 1927 and 1948, respectively, and we have no plans to discontinue using either of them.
−Removed: We evaluated our indefinite-lived intangible assets for impairment as of October 1, 2023 using a qualitative analysis.
−Removed: As of each of December 31, 2023, 2022, and 2021, we have $ 59.1 million and $ 9.4 million for the Klixon ® and Airpax ® tradenames, respectively, on our consolidated balance sheets.
−Removed: In addition, we have recorded indefinite-lived intangible assets of $ 6.9 million related to in-process research & development acquired in a fiscal year 2020 business combination transaction.
+Added: We evaluated our indefinite-lived intangible assets for impairment as of October 1, 2024 and 2023 using a qualitative analysis and no impairment was identified.
+Added: As of each of December 31, 2024, 2023, we have $ 59.1 million and $ 9.4 million for the Klixon ® and Airpax ® tradenames, respectively, on our consolidated balance sheets.
Definite-Lived Intangible Assets
The following tables outline the components of definite-lived intangible assets as of December 31, 2024 and 2023:
−Removed: As of December 31, 2023
+Added: As of As of December 31, 2024
Life (years) Gross
7 unchanged sentences
1 15,500 ( 13,336 ) — — 2,164
+Added: Tradenames (1)(2)
15 99,947 ( 35,671 ) — — 64,276
Capitalized software and other 6 76,708 ( 69,087 ) — ( 2 ) 7,619
−Removed: 7 74,823 ( 64,037 ) — — 10,786
Total 12 $ 3,000,429 $ ( 2,561,335 ) $ ( 14,574 ) $ ( 112 ) $ 424,408
__________________________
−Removed: (1) During the year ended December 31, 2023, we wrote-off approximately $ 4.0 million of fully-amortized customer relationships that were not in use.
+Added: (1) During the year ended December 31, 2024, we sold the Insights Business, which included approximately $ 58.7 million, $ 184.3 million and $ 4.0 million of net assets for completed technologies, customer relationships, and tradenames, respectively.
+Added: (2) During the year ended December 31, 2024, we completed our exit of the Spear businesses triggering the acceleration of amortization totaling $ 7.1 million, $ 2.1 million and $ 0.5 million for completed technologies, customer relationships and
+Added: trademarks, respectively.
As of December 31, 2023
2 unchanged sentences
Amortization Accumulated
−Removed: Impairment Net
+Added: Impairment Foreign Currency Translation Effect
Completed technologies 11 $ 1,024,019 $ ( 756,831 ) $ ( 2,430 ) $ ( 215 ) $ 264,543
−Removed: 13 $ 1,017,911 $ ( 684,181 ) $ ( 2,430 ) $ 331,300
Customer relationships (1)
12 2,123,931 ( 1,661,230 ) ( 12,144 ) — 450,557
+Added: Backlog 2 15,500 ( 8,346 ) — — 7,154
Tradenames 16 107,577 ( 32,316 ) — — 75,261
−Removed: 18 107,577 ( 24,575 ) — 83,002
Capitalized software and other 7 74,823 ( 64,037 ) — — 10,786
−Removed: 7 74,163 ( 57,603 ) — 16,560
Total 11 $ 3,345,850 $ ( 2,522,760 ) $ ( 14,574 ) $ ( 215 ) $ 808,301
__________________________
−Removed: (1) During the year ended December 31, 2022, we disposed of the Qinex Business, which included approximately $ 4.2 million and $ 26.5 million of fully amortized completed technologies and customer relationships, respectively.
−Removed: (2) During the year ended December 31, 2022, we wrote-off approximately $ 43.1 million and $ 4.1 million of fully-amortized customer relationships and tradenames, respectively, that were not in use.
−Removed: (3) During the year ended December 31, 2022, we retired approximately $ 2.2 million of capitalized software that was not in use, along with approximately $ 0.5 million of associated accumulated amortization.
+Added: (1) During the year ended December 31, 2023, we wrote-off approximately $ 4.0 million of fully-amortized customer relationships that were not in use.
The following table outlines amortization of definite-lived intangible assets for the years ended December 31, 2024, 2023, and 2022:
28 unchanged sentences
The principal retirement plans in the U.S.
−Removed: include a qualified defined benefit pension plan and a defined contribution plan.
+Added: is a defined contribution plan.
In addition, we provide post-retirement medical coverage and non-qualified benefits to certain employees.
−Removed: Effective January 31, 2012, we froze the defined benefit pension plans and eliminated future benefit accruals.
+Added: During the year ended December 31, 2024, we terminated the defined benefit pension plan.
Benefit Plans
3 unchanged sentences
Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances.
−Removed: We do not expect to contribute to the non-U.S.
+Added: We do not expect to make material contributions to the non-U.S.
defined benefit plans during 2025.
1 unchanged sentence
The total net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the years ended December 31, 2024, 2023, and 2022 was $ 12.5 million, $ 7.9 million, and $ 9.1 million, respectively.
−Removed: Components of net periodic benefit cost other than service cost are presented in other, net in the consolidated statements of operations.
+Added: Components of net periodic benefit cost other than service cost are generally presented in other, net in the consolidated statements of operations.
Refer to Note 6:
7 unchanged sentences
Actuarial loss/(gain)
−Removed: 31 ( 11,710 )
−Removed: Curtailment loss
Benefits paid ( 21,646 ) ( 5,975 )
−Removed: Divestiture — ( 997 )
Foreign currency remeasurement ( 7,769 ) 1,135
23 unchanged sentences
assumed discount rate 7.90 % NA 7.14 % NA 5.03 % NA
−Removed: average long-term rate of return on plan assets 4.36 % NA 4.53 % NA 4.00 % NA
+Added: average long-term rate of return on plan assets NA NA 4.36 % NA 4.53 % NA
average long-term rate of return on plan assets 2.50 % NA 2.73 % NA 2.38 % NA
average long-term pay progression 5.06 % NA 4.96 % NA 4.52 % NA
−Removed: We hold material assets for our defined benefit plans in the U.S.
+Added: As of December 31, 2024 and 2023, we held material assets for our defined benefit plans in the U.S.
Information about the assets for each of these plans is detailed below.
1 unchanged sentence
Fair Value Measures for additional information related to the levels of the fair value hierarchy in accordance with FASB ASC Topic 820.
−Removed: Our target asset allocation for the U.S.
−Removed: defined benefit plan is 65 % fixed income and 35 % equity securities.
−Removed: To arrive at the targeted asset allocation, we and our investment adviser reviewed market opportunities using historical data, as well as the actuarial valuation for the plan, to ensure that the levels of acceptable return and risk are well-defined and monitored.
The total fair value of our U.S.
−Removed: plan assets as of December 31, 2023 and 2022 was $ 10 million and $ 11 million, respectively, which included $ 0 million and $ 2.2 million, respectively, of equity mutual funds, $ 7.3 million and $ 7.1 million, respectively, of fixed income mutual funds, and $ 2.7 million and $ 1.6 million, respectively, of money market funds.
+Added: plan assets as of December 31, 2024 and 2023 was $ 0.4 million and $ 10.0 million, respectively.
+Added: In the year ended December 31, 2024, the plan assets were comprised entirely of money market funds.
+Added: In the year ended December 31, 2023, the plan assets included $ 7.3 million of fixed income mutual funds and $ 2.7 million, of money market funds.
All fair value measures presented above are categorized in Level 1 of the fair value hierarchy.
11 unchanged sentences
The total fair value of our Japan plan assets as of December 31, 2024 and 2023 was $ 26.5 million and $ 27.2 million, respectively, which included $ 9.2 million and $ 12.6 million, respectively, of equity securities, $ 7.3 million and $ 8.0 million, respectively, of fixed income securities, and $ 8.1 million and $ 4.7 million, respectively, of cash and cash equivalents.
−Removed: All fair value measures presented above are categorized in Level 1 of the fair value hierarchy, with the exception of U.S.
−Removed: fixed income securities of $ 2.5 million, non-U.S.
−Removed: equity securities of $ 2.2 million, and alternative risk managed balance of $ 1.9 million as of December 31, 2023, which are categorized as Level 2.
+Added: All fair value measures presented above are categorized in Level 1 of the fair value hierarchy, with the exception of non-U.S.
+Added: fixed income securities of $ 1.7 million, and alternative risk managed balance of $ 1.9 million as of December 31, 2024, which are categorized as Level 2.
The fair values of equity and fixed income securities are based on publicly-quoted closing stock and bond values on the last business day of the year.
3 unchanged sentences
Maturity Date 2024 2023
−Removed: Term Loan (1)
−Removed: September 20, 2026 $ — $ 446,834
5.0 % Senior Notes
−Removed: November 1, 2024 — 400,000
−Removed: 5.0 % Senior Notes
October 1, 2025 — 700,000
7 unchanged sentences
September 1, 2030 500,000 500,000
+Added: 6.625 % Senior Notes
+Added: July 15, 2032 500,000 —
debt discount, net of premium 997 ( 1,568 )
deferred financing costs ( 24,899 ) ( 24,444 )
−Removed: current portion (1)
−Removed: — ( 254,630 )
Long-term debt, net $ 3,176,098 $ 3,373,988
5 unchanged sentences
_______________________________
−Removed: (1) On February 6, 2023, we prepaid $ 250.0 million of outstanding principal on our term loan facility ("Term Loan") balance.
−Removed: 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.
−Removed: 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.
−Removed: (2) On December 18, 2023, we redeemed in full the $ 400.0 million aggregate principal amount outstanding on our $ 400.0 million aggregate principal amount of 5.625 % senior notes due 2024 (the " 5.625 % Senior Notes").
Fiscal year 2024 transactions
+Added: Issuance of 6.625 % Senior Notes
+Added: The 6.625 % Senior Notes were issued under an indenture dated as of June 6, 2024 (the " 6.625 % Senior Notes Indenture") among Sensata Technologies, Inc.
+Added: ("STI"), as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors").
+Added: The 6.625 % Senior Notes bear interest at a rate of 6.625 % per annum and mature on July 15, 2032.
+Added: Interest is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2025.
+Added: STI's obligations under the 6.625 % Senior Notes are guaranteed by Sensata Technologies B.V.
+Added: ("STBV") and each of STBV's wholly-owned subsidiaries (other than STI) that is a Guarantor under STI's Senior Secured Credit Facilities and an issuer or a guarantor under our existing senior notes as follows (collectively, the "Existing Notes"):
+Added: 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.
+Added: The 6.625 % Senior Notes are STI’s, and the guarantees are the Guarantors’, senior unsecured obligations and rank equally in right of payment to all existing and future senior indebtedness of STI or the Guarantors, respectively, including indebtedness under the Senior Secured Credit Facilities and the Existing Notes.
+Added: The 6.625 % Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries (including STI and the other Guarantors) to, among other things:
+Added: engage in sale and leaseback transactions;
+Added: with respect to any subsidiary of STBV (other than STI), incur indebtedness without such subsidiary’s guaranteeing the 6.625 % Senior Notes;
+Added: 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.
+Added: These covenants are subject to important exceptions and qualifications set forth in the 6.625 % Senior Notes Indenture.
+Added: 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.
+Added: and no default has occurred and is continuing.
+Added: The guarantees of the 6.625 % Senior Notes and the suspended covenants will be reinstated in the
+Added: 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.
+Added: 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.
+Added: 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.
+Added: All provisions regarding remedies in an event of default are subject to the 6.625 % Senior Notes Indenture.
+Added: 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.
+Added: 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:
+Added: Period beginning July 15, Price
+Added: 2027 103.313 %
+Added: 2028 101.656 %
+Added: 2029 and thereafter 100.000 %
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Redemption of 5.0 % Senior Notes
+Added: In July 2024, we redeemed the $ 700.0 million aggregate principal amount outstanding on our 5.0 % senior notes due 2025 (the " 5.0 % Senior Notes") in accordance with the terms of the indenture under which the 5.0 % Senior Notes were issued and the terms of the notice of redemption, at a redemption price equal to 101 % of the aggregate principal amount of the outstanding 5.0 % Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date.
+Added: 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.
+Added: Fiscal year 2023 transactions
On August 22, 2023, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc.
2 unchanged sentences
(“STBV”), entered into an amendment (the “Thirteenth Amendment”) to (i) the credit agreement governing our secured credit facility (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).
−Removed: 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.
+Added: 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
+Added: 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 the 5.625 % Senior Notes, the $ 700.0 million aggregate principal amount of 5.0 % senior notes due 2025 (the " 5.0 % Senior Notes"), the $ 1.0 billion aggregate principal amount of 4.0 % senior notes due 2029 (the " 4.0 % Senior Notes"), the $ 500.0 million aggregate principal amount of 5.875 % senior notes due 2030 (the " 5.875 % Senior Notes"), the $ 450.0 million aggregate principal amount of 4.375 % senior notes due 2030 (the " 4.375 % Senior Notes"), and the $ 750 million aggregate principal amount of 3.75 % senior notes due 2031 (the " 3.75 % Senior Notes"), in each case in accordance with the terms of the relevant indenture pursuant to which such senior notes were issued (the "Senior Notes Indentures").
2 unchanged sentences
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.
−Removed: On December 18, 2023, we redeemed in full the $ 400.0 million aggregate principal amount outstanding on the 5.625 % Senior Notes in accordance with the terms of the indenture under which the 5.625 % Senior Notes were issued, at a redemption price of
−Removed: 100.0 % of the aggregate principal amount of the outstanding 5.625 % Senior Notes, plus a $ 4.0 million "make-whole" premium, plus accrued and unpaid interest to (but not including) the redemption date.
−Removed: Fiscal year 2022 transactions
−Removed: On June 23, 2022, certain of our indirect, wholly-owned subsidiaries, including STI, STIHBV, and STBV, entered into an amendment (the “Eleventh Amendment”) to (i) the Credit Agreement and (ii) the Foreign Guaranty, dated as of May 12, 2011.
−Removed: Refer to discussion under the heading Secured Credit Facility below for additional information regarding the Eleventh Amendment.
−Removed: On August 29, 2022, STBV completed the issuance and sale of the 5.875 % Senior Notes.
−Removed: The 5.875 % Senior Notes bear interest at 5.875 % per year and mature on September 1, 2030.
−Removed: Interest is payable semi-annually on September 1 and March 1 of each year, commencing on March 1, 2023.
−Removed: The 5.875 % Senior Notes were issued under an indenture dated as of August 29, 2022, among STBV, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the " 5.875 % Senior Notes Indenture").
−Removed: The 5.875 % Senior Notes are guaranteed by each of STBV's wholly-owned subsidiaries that is a borrower or guarantor under the senior secured credit facilities (the "Senior Secured Credit Facilities") of STI and an issuer or a guarantor under our existing senior notes as follows:
−Removed: the 5.625 % Senior Notes, the 5.0 % Senior Notes, the 4.0 % Senior Notes, the 4.375 % Senior Notes, and the 3.75 % Senior Notes.
−Removed: Refer to discussion under the heading Senior Notes below for additional information regarding the issuance of the 5.875 % Senior Notes.
−Removed: On September 28, 2022, we redeemed in full the $ 500.0 million aggregate principal amount outstanding on our 4.875 % senior notes due 2023 (the " 4.875 % Senior Notes") in accordance with the terms of the indenture under which the 4.875 % Senior Notes were issued, at a price of 101.0 % of the aggregate principal amount of the outstanding 4.875 % Senior Notes (which includes the applicable premium), plus accrued and unpaid interest to (but not including) the redemption date.
+Added: On December 18, 2023, we redeemed in full the $ 400.0 million aggregate principal amount outstanding on the 5.625 % Senior Notes in accordance with the terms of the indenture under which the 5.625 % Senior Notes were issued, at a redemption price of 100.0 % of the aggregate principal amount of the outstanding 5.625 % Senior Notes, plus a $ 4.0 million "make-whole" premium, plus accrued and unpaid interest to (but not including) the redemption date.
Secured Credit Facility
14 unchanged sentences
Prior to prepayment, the principal amount of the Term Loan amortized in equal quarterly installments in an aggregate annual amount equal to 1.0 % of the aggregate principal amount of the Term Loan upon completion of the tenth amendment of the Credit Agreement entered into on September 20, 2019 with the balance due at maturity.
−Removed: In accordance with the terms of the Senior Secured Credit Facilities, no amount under the Term Loan,
−Removed: once repaid, may be reborrowed.
+Added: In accordance with the terms of the Senior Secured Credit Facilities, no amount under the Term Loan, once repaid, may be reborrowed.
Revolving Credit Facility
22 unchanged sentences
Issue price 100.000 % 100.000 % 100.000 % Various (2)
−Removed: Issuer STBV STBV STI STI STBV STBV
−Removed: Issue date October 2014 March 2015 September 2019 August 2020 Various (2)
−Removed: Interest due May 1 April 1 February 15 February 15 April 15 September 1
−Removed: Interest due November 1 October 1 August 15 August 15 October 15 March 1
100.000 % 100.000 %
−Removed: (1) On December 18, 2023, we redeemed in full the $ 400.0 million aggregate principal amount outstanding on our 5.625 % Senior Notes.
+Added: Issuer STBV STI STI STBV STBV STI
+Added: Issue date March 2015 September 2019 August 2020 Various (2)
+Added: August 2022 June 2024
+Added: Interest due April 1 February 15 February 15 April 15 September 1 January 15
+Added: Interest due October 1 August 15 August 15 October 15 March 1 July 15
+Added: __________________________
+Added: (1) On July 15, 2024, we redeemed in full the $ 700.0 million aggregate principal amount outstanding on our 5.0 % Senior Notes.
(2) On March 29, 2021, we issued $ 750.0 million of 4.0 % Senior Notes that were priced at 100.00 %.
On April 8, 2021, we issued $ 250.0 million of 4.0 % Senior Notes that were priced at 100.75 %.
+Added: (3) On June 6, 2024, we issued $ 500.0 million of 6.625 % Senior Notes that were priced at 100.00 %.
Redemption - General
74 unchanged sentences
Accounting for Debt Financing Transactions
+Added: In the year ended December 31, 2024, 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.
+Added: In connection with the redemption of the 5.0 % Senior Notes, we recognized a loss of $ 9.8 million, presented in other, net, which reflects the $ 7.0 million early redemption premium and $ 2.8 million related to the write-off of unamortized deferred financing costs and debt discounts.
In the year ended December 31, 2023, in connection with the early redemption of the 5.625 % Senior Notes, we recognized a loss of $ 4.6 million, which primarily reflects payment of $ 4.0 million for the "make-whole" premium, with the remaining loss representing the write-off of debt discounts and deferred financing costs.
2 unchanged sentences
In the year ended December 31, 2022, in connection with the entry into the Eleventh Amendment, we recognized $ 2.7 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets.
−Removed: In connection with the issuance of the 5.875 % Senior Notes, we capitalized $ 6.1 million of deferred financing costs, which are presented on the consolidated balance sheets as a reduction of long-term debt.
+Added: In connection with the issuance of the 5.875 % Senior Notes, we capitalized $ 6.1 million of deferred financing costs, which are
+Added: presented on the consolidated balance sheets as a reduction of long-term debt.
In connection with the redemption of the 4.875 % Senior Notes, we recognized a loss of $ 5.5 million, presented in other, net, related to the write-off of unamortized deferred financing costs and debt discounts.
−Removed: In the year ended December 31, 2021, in connection with the early redemption of the $ 750.0 million aggregate principal amount outstanding on the 6.25 % senior notes due 2026 (the " 6.25 % Senior Notes"), we recognized a loss of $ 30.1 million,
−Removed: which primarily reflects payment of $ 23.4 million for the early redemption premium, with the remaining loss representing write-off of debt discounts and deferred financing costs.
−Removed: In addition, in connection with the issuance of the 4.0 % Senior Notes, we recognized $ 9.6 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets and $ 1.7 million of issuance premiums, which are presented as an addition to long-term debt on our consolidated balance sheets.
Refer to Note 2:
11 unchanged sentences
For the year ended December 31, Aggregate Maturities
+Added: 2029 1,000,000
Thereafter 2,200,000
15 unchanged sentences
Officers and Directors:
−Removed: Our articles of association provide for indemnification of directors and officers by us to the fullest extent permitted by applicable law, as it now exists or may hereinafter be amended (but, in the case of an amendment, only to the extent such amendment permits broader indemnification rights than permitted prior thereto), against any and all liabilities,
−Removed: including all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or outside of his or her mandate.
+Added: Our articles of association provide for indemnification of directors and officers by us to the fullest extent permitted by applicable law, as it now exists or may hereinafter be amended (but, in the case of an amendment, only to the extent such amendment permits broader indemnification rights than permitted prior thereto), against any and all liabilities, including all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided he or she acted in good faith and in a
+Added: manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or outside of his or her mandate.
The articles do not provide a limit to the maximum future payments, if any, under the indemnification.
32 unchanged sentences
Under FASB ASC Topic 450, loss contingency provisions are recognized for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss.
−Removed: These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined each accounting period as
−Removed: additional information becomes known.
+Added: These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined each accounting period as additional information becomes known.
Accordingly, we are often initially unable to develop a best estimate of loss and therefore the minimum amount, which could be an immaterial amount, is recognized.
−Removed: As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions.
+Added: As information becomes known, either
+Added: the minimum loss amount is increased, or a best estimate can be made, generally resulting in additional loss provisions.
A best estimate amount may be changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected.
2 unchanged sentences
Shareholders' Equity
+Added: Purchase of noncontrolling interest in joint venture
+Added: In February 2024, we purchased the remaining 50 % interest in our joint venture with Dongguan Churod Electronics Co., Ltd.
+Added: for approximately $ 79.4 million.
+Added: Prior to the transaction, we had been consolidating the joint venture.
+Added: The purchase of the 50 % non-controlling interest was accounted for as an equity transaction.
+Added: No gain or loss was recognized in the condensed consolidated statements of operations.
+Added: The difference between the fair value of the consideration paid and the amount by which the non-controlling interest was adjusted was recognized as a reduction of additional paid in capital recorded in equity.
Cash Dividends
−Removed: In the years ended December 31, 2023 and 2022, we paid cash dividends totaling an aggregate of $ 71.5 million and $ 51.1 million, respectively.
−Removed: We did not pay cash dividends in the year ended December 31, 2021.
+Added: In the years ended December 31, 2024, 2023, and 2022, we paid cash dividends totaling an aggregate of $ 72.2 million, $ 71.5 million and $ 51.1 million, respectively.
Foreign Currency Translation
10 unchanged sentences
Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity.
−Removed: In July 2019 our Board of Directors authorized a $ 500.0 million ordinary share repurchase program (the "July 2019 Program").
−Removed: During the year ended December 31, 2021, we repurchased approximately 0.8 million ordinary shares under the July 2019 Program for $ 47.8 million (an average price of $ 59.28 per share).
−Removed: In January 2022, our Board of Directors authorized a new $ 500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the July 2019 Program.
+Added: In January 2022, our Board of Directors authorized a $ 500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the previous $ 500.0 million program approved in July 2019.
During the years ended December 31, 2023 and 2022, we repurchased approximately 1.5 million and 6.3 million ordinary shares, respectively, for $ 60.3 million and $ 292.3 million, respectively, (an average price of $ 40.80 and $ 46.08 per share, respectively), under the January 2022 Program.
1 unchanged sentence
Sensata’s shareholders had previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the buyback program.
−Removed: Approximately $ 164.2 million remained available for repurchase under the January 2022 Program on September 30, 2023.
During the year ended December 31, 2024, we repurchased approximately 1.9 million ordinary shares under the September 2023 Program for $ 68.9 million (an average price of $ 36.19 per share).
+Added: During the year ended December 31, 2023, we repurchased approximately 0.8 million ordinary shares under the September 2023 Program for $ 28.1 million (an average price of $ 33.83 per share).
As of December 31, 2024, approximately $ 403.0 million remained available under the September 2023 Program.
35 unchanged sentences
Defined benefit and retiree healthcare plans $ 732 $ 1,942 $ 3,844 Other, net
+Added: Defined benefit and retiree healthcare plans 6,201 — — Restructuring and other charges, net
+Added: Total, before taxes 6,933 1,942 3,844 Income before taxes
Income tax effect 9,973 ( 545 ) ( 979 ) Provision for income taxes
2 unchanged sentences
(1) Refer to Note 19:
−Removed: Derivative Instruments and Hedging Activities for additional information related to amounts to be reclassified from accumulated other comprehensive income/(loss) in future periods.
+Added: Derivative Instruments and Hedging Activities for additional information related to amounts to be
+Added: reclassified from accumulated other comprehensive income/(loss) in future periods.
The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those amounts are presented:
24 unchanged sentences
2024 2023 2022
−Removed: Operating lease cost $ 15,215 $ 14,900 $ 15,529
+Added: Operating lease cost (a)
+Added: $ 35,468 $ 15,215 $ 14,900
Finance lease cost:
2 unchanged sentences
Total finance lease cost $ 3,387 $ 3,660 $ 3,960
+Added: __________________________
+Added: (a) For the year ended December 31, 2024, total operating lease cost includes accelerated right-of-use asset amortization of $ 20.3 million for specific operating leases that we are abandoning.
The table below presents the cash paid related to our operating and finance leases for the years ended December 31, 2024, 2023, and 2022:
5 unchanged sentences
The table below presents the weighted-average remaining lease term of our operating and finance leases (in years) as of December 31, 2024, 2023, and 2022:
−Removed: 2023 2022 2021
Operating leases 7.1 6.0 6.5
1 unchanged sentence
The table below presents our weighted-average discount rate as of December 31, 2024, 2023, and 2022:
−Removed: 2023 2022 2021
Operating leases 5.8 % 5.6 % 5.2 %
41 unchanged sentences
As a result, we have determined that our derivatives in their entirety are classified in Level 2 in the fair value hierarchy.
−Removed: As of December 31, 2021, we held a $ 50.0 million investment in Quanergy Series B Preferred Stock (the "Series B Investment").
−Removed: The Series B Investment did not have a readily determinable fair value and was held using the measurement alternative prescribed in FASB ASC Topic 321.
−Removed: On February 8, 2022, Quanergy merged with CITIC Capital Acquisition Corp, a special purpose acquisition corporation.
−Removed: On February 9, 2022, Quanergy was listed on the NYSE under the ticker symbol QNGY.
−Removed: Upon completion of the merger, our investment in Quanergy was $ 75.1 million, consisting of a $ 50.0 million investment in common shares converted from the Series B Investment, a $ 7.5 million private investment in public equity, and 2.5 million warrants with a fair value of $ 17.6 million, each of which represented the right to purchase one common share of Quanergy at a price of $ 0.01 per share.
−Removed: We converted these warrants to common shares in the year ended December 31, 2022.
−Removed: On October 6, 2022, Quanergy executed a 1-to-20 reverse stock split.
−Removed: Upon execution of the reverse stock split, our holdings of Quanergy common stock declined to approximately 0.4 million shares.
−Removed: As of December 31, 2022, we had marked the full investment in Quanergy to approximately zero , resulting in a mark-to-market loss of $ 75.1 million in the year ended December 31, 2022, which was recorded in other, net.
−Removed: As of December 31, 2023, the fair value of the investment is zero .
−Removed: Refer to Note 6:
−Removed: Other, Net for details of the components of other, net.
Measured on a Nonrecurring Basis
+Added: In the third quarter of 2024, impairment indicators were identified that suggested the carrying values of the Dynapower reporting unit could exceed its fair value.
+Added: The primary indicators of impairment were revised projections of future cash flows and actual performance that was lower than previous projections for these reporting units.
+Added: We evaluated the goodwill of the Dynapower reporting unit for impairment using a combination of a market-based valuation method and an income approach that discounts forecasted cash flows.
+Added: As these assumptions were largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy.
+Added: A change in our cash flow forecast or the discount rate used would result in an increase or decrease in our calculated fair value.
+Added: We determined that our Dynapower reporting unit was impaired, and in the third quarter of 2024, we recorded a $ 150.1 million non-cash impairment charge.
+Added: If Dynapower does not achieve the forecasted future cash flows, there is a possibility that additional impairments of the remaining $ 229.8 million of goodwill may be recognized in the future.
+Added: In the three months ended March 31, 2024, we made the decision to reorganize our segments, as discussed in more detail in Note 1:
+Added: Basis of Presentation .
+Added: This reorganization resulted in the creation of a new reporting unit for a business that was previously part of the Automotive reporting unit, which was moved to the Sensing Solutions segment.
+Added: We reassigned assets and liabilities, including goodwill, from the Automotive reporting unit to the new reporting unit as required by FASB ASC Topic 350, Intangibles—Goodwill and Other .
+Added: 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.
+Added: 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.
We evaluated our goodwill for impairment as of October 1, 2024.
1 unchanged sentence
Goodwill and Other Intangible Assets, Net for additional information.
−Removed: Based on this analysis, which used the discounted cash flow method, and, when applicable, a market multiples approach using comparable companies, we determined that as of October 1, 2023, goodwill related to our Insights reporting unit was impaired.
−Removed: As a result, we recorded a $ 321.7 million non-cash goodwill impairment charge in the fourth quarter of 2023, representing the entire goodwill balance allocated to Insights.
−Removed: This impairment was driven by a lower long-range financial forecast resulting from the impact of restructuring actions taken in the third and fourth quarters of 2023 and consequent business decisions regarding our level of investment in Insights in future years considering Sensata’s focus on electrification.
−Removed: Other valuation assumptions for the Insights reporting unit valuation that are impacted by macroeconomic factors also contributed to the impairment.
−Removed: No other reporting units were impaired.
+Added: Based on this analysis, which used the discounted cash flow method, and, when applicable, a market multiples approach using comparable companies, we determined that as of October 1, 2024, the fair value of each of our reporting units exceeded their carrying values.
As of December 31, 2024, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or other indefinite-lived intangible assets.
−Removed: In July 2022, we sold the Qinex Business.
−Removed: We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.
+Added: In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $ 321.7 million non-cash impairment charge.
Refer to Note 11:
−Removed: Goodwill and Other Intangible Assets, Net and Note 21:
−Removed: Acquisitions and Divestitures for additional information.
−Removed: In the three months ended June 30, 2023, we exited the Spear Marine Business, as discussed further in Note 5:
−Removed: Restructuring and Other Charges, Net .
−Removed: We considered the exit of the Spear Marine Business and determined that goodwill related to the Clean Energy Solutions reporting unit was not impaired as of the date of the exit.
+Added: Goodwill and Other Intangible Assets, Net for additional information.
Financial Instruments Not Recorded at Fair Value
4 unchanged sentences
Fair Value Carrying Value (1)
−Removed: Term Loan $ — $ — $ 446,834 $ 443,483
5.0 % Senior Notes
13 unchanged sentences
We also hold trade accounts receivables and payables, for which the fair value approximates the carrying value due to their short-term nature.
−Removed: In addition to the above, we hold certain equity investments that do not have readily determinable fair values, for which we use the measurement alternative prescribed in FASB ASC Topic 321 .
−Removed: 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 December 31, 2024 and 2023, we held equity investments under the measurement alternative of $ 6.1 million and $ 18.3 million, respectively, which are presented in other assets in the consolidated balance sheets.
−Removed: There were no impairments or changes resulting from observable transactions for any of these investments and no adjustments were made to their carrying values.
+Added: In the year ended December 31, 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
1 unchanged sentence
Hedge accounting generally provides for the matching of the timing of gain or loss recognition on these hedging instruments with the earnings effect of the hedged forecasted transactions.
−Removed: We may enter into other derivative contracts that are
−Removed: intended to economically hedge certain risks, even though we elect not to apply hedge accounting under FASB ASC Topic 815.
+Added: We may enter into other derivative contracts that are intended to economically hedge certain risks, even though we elect not to apply hedge accounting under FASB ASC Topic 815.
Derivative financial instruments not designated as hedges are used to manage our exposure to certain risks, not for trading or speculative purposes.
7 unchanged sentences
For each of the years ended December 31, 2024, 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.
−Removed: As of December 31, 2023, we estimate that $ 20.6 million of net gains will be reclassified from accumulated other comprehensive income/(loss) to earnings during the twelve-month period ending December 31, 2024.
+Added: As of December 31, 2024, we estimate that $ 3.8 million of net losses will be reclassified from accumulated other comprehensive income/(loss) to earnings during the twelve-month period ending December 31, 2024.
As of December 31, 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)
−Removed: 43.0 EUR December 21, 2023 January 31, 2024 Euro ("EUR") to USD 1.10 USD Not designated
−Removed: 390.0 EUR Various from February 2022 to December 2023 Various from January 2024 to December 2025 EUR to USD 1.10 USD Cash flow hedge
+Added: 371.0 EUR Various from January 2023 to December 2024 Various from January 2025 to December 2026 Euro ("EUR") to USD 1.11 USD Cash flow hedge
+Added: 3,849.0 MXN Various from January 2023 to December 2024 Various from January 2025 to December 2026 USD to Mexican Peso ("MXN") 19.43 MXN Cash flow hedge
+Added: 61.4 GBP Various from January 2023 to December 2024 Various from January 2025 to December 2026 British Pound Sterling ("GBP") to USD 1.26 USD Cash flow hedge
+Added: (in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted- Average Strike Rate Hedge Designation (1)
+Added: 91.7 EUR December 19, 2024 January 31, 2025 EUR to USD 1.04 USD Not designated
423.0 CNY December 19, 2024 January 27, 2025 USD to CNY 7.17 CNY Not designated
−Removed: 160.0 JPY December 21, 2023 January 31, 2024 USD to Japanese Yen ("JPY") 141.44 JPY Not designated
−Removed: 29,224.7 KRW Various from February 2022 to December 2023 Various from January 2024 to November 2025 USD to Korean Won ("KRW") 1,283.82 KRW Cash flow hedge
−Removed: 21.0 MYR December 21, 2023 January 31, 2024 USD to Malaysian Ringgit ("MYR") 4.62 MYR Not designated
−Removed: 183.0 MXN December 21, 2023 January 31, 2024 USD to Mexican Peso ("MXN") 17.17 MXN Not designated
−Removed: 4,480.0 MXN Various from February 2022 to December 2023 Various from January 2024 to December 2025 USD to MXN 19.84 MXN Cash flow hedge
−Removed: 61.9 GBP Various from February 2022 to December 2023 Various from January 2024 to December 2025 British Pound Sterling ("GBP") to USD 1.23 USD Cash flow hedge
+Added: 1,667.7 CNY Various September 2024 Various from January 2025 to May 2026 USD to CNY 6.83 CNY Not designated
+Added: 238.2 USD Various from March 2024 to May 2024 Various from January 2025 to May 2026 USD to CNY 7.00 CNY Not designated
+Added: 50,633.4 KRW Various from February 2023 to September 2024 Various from January 2025 to July 2026 USD to Korean Won ("KRW") 1,311.34 KRW Not designated
+Added: 409.9 MXN December 19, 2024 January 31, 2025 USD to MXN 20.49 MXN Not designated
+Added: 11.5 GBP December 19, 2024 January 31, 2025 GBP to USD 1.26 USD Not designated
__________________________
1 unchanged sentence
They are intended to preserve the economic value, and they are not used for trading or speculative purposes.
+Added: We may also enter into intercompany derivative instruments with our wholly-owned subsidiaries in order to hedge certain forecasted expenses.
Commodity Risk
6 unchanged sentences
Silver 638,827 troy oz.
−Removed: January 2024 to September 2025 $ 23.87
−Removed: Copper 6,530,830 pounds January 2024 to September 2025 $ 3.88
+Added: January 2025 to December 2026 $ 28.23
+Added: Copper 5,292,770 pounds January 2025 to December 2026 $ 4.17
Financial Instrument Presentation
13 unchanged sentences
Foreign currency forward contracts Prepaid expenses and other current assets 457 141 Accrued expenses and other current liabilities 4,828 444
+Added: Foreign currency forward contracts Other assets — — Other long-term liabilities 1,760 —
Total $ 1,943 $ 1,598 $ 7,850 $ 1,239
17 unchanged sentences
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.
−Removed: As of December 31, 2023, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 9.9 million.
−Removed: As of December 31, 2023, we have not posted any cash collateral related to these agreements.
+Added: As of December 31, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 37.2 million, which includes $ 8.1 million of functionally terminated derivatives in a liability position.
+Added: As of December 31, 2024, we have 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.
1 unchanged sentence
We present financial information for two reportable segments, Performance Sensing and Sensing Solutions.
−Removed: The Performance Sensing reportable segment consists of two operating segments, Automotive and HVOR, each of which meet the criteria for aggregation in FASB ASC Topic 280.
−Removed: The Sensing Solutions reportable segment is also an operating segment.
−Removed: 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.
−Removed: 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.
−Removed: An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, certain costs associated with our strategic growth trend 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.
+Added: In the first quarter of 2024, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy.
+Added: Refer to Note 1:
+Added: Basis of Presentation for additional information.
+Added: This realignment added an "other" grouping that represents the aggregation of immaterial operating segments that do not meet the quantitative threshold for disclosure.
+Added: Prior to the realignment in the first quarter of 2024, the Performance Sensing reportable segment consisted of two operating segments, Automotive and HVOR.
+Added: As a result of the segment realignment, Performance Sensing now represents one operating segment, as does Sensing Solutions.
+Added: Other immaterial operating segments are aggregated in other, which was created as part of the segment realignment.
+Added: 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 ("CODM"), who is our chief executive officer, in deciding how to allocate resources and assess performance.
+Added: An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, certain costs associated with our strategic growth trend initiatives, and certain corporate costs or credits not associated with the operations of the segment, such as share-based compensation expense.
Corporate and other costs excluded from an operating (and reportable) segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources.
−Removed: We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments.
−Removed: 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.
−Removed: The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2:
−Removed: Significant Accounting Policies .
+Added: The CODM uses operating income primarily in the annual budget and forecasting process.
+Added: The CODM considers budget-to-actual variances on a quarterly basis for operating income when making decisions about the allocation of operating and capital resources to each segment.
+Added: Significant expenses are reviewed by the CODM on a consolidated basis and not at the operating segment level.
The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications.
4 unchanged sentences
Sensing Solutions products perform many functions, including prevention of damage from excess heat or electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from direct current power to alternating current power.
−Removed: The following table presents net revenue and segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the years ended December 31, 2023, 2022, and 2021.
−Removed: The net revenue and segment operating income amounts previously reported in the table below for the years ended December 31, 2022 and 2021 have been retrospectively recast to reflect the move of the material handling products between operating segments as described above.
+Added: The following table presents net revenue, segment and non-segment operating expenses, and segment and non-segment operating income for the reportable segments and other operating results not allocated to the reportable segments for the years ended December 31, 2024, 2023, and 2022.
+Added: The net revenue and segment operating income amounts previously reported in the table below for the years ended December 31, 2023 and 2022 have been retrospectively recast to reflect the segment realignment and move of the material handling products between operating segments as described above.
For the year ended December 31,
1 unchanged sentence
Performance Sensing (1)
+Added: $ 2,743,593 $ 2,749,934 $ 2,645,247
Sensing Solutions (1)
+Added: 1,061,282 1,156,688 1,210,739
+Added: 127,889 147,461 173,276
Total net revenue $ 3,932,764 $ 4,054,083 $ 4,029,262
−Removed: Segment operating income (as defined above):
+Added: Segment and non-segment operating expenses (2) :
Performance Sensing
+Added: $ 2,067,528 $ 2,052,313 $ 1,961,403
Sensing Solutions
−Removed: Total segment operating income 1,043,278 1,051,655 1,070,422
+Added: 748,650 818,516 854,022
+Added: 99,835 139,976 162,182
+Added: Total segment and non-segment operating expenses
+Added: $ 2,916,013 $ 3,010,805 $ 2,977,607
+Added: Segment and non-segment operating income (as defined above):
+Added: Performance Sensing (1)
+Added: $ 676,065 $ 697,621 $ 683,844
+Added: Sensing Solutions (1)
+Added: 312,632 338,172 356,717
+Added: 28,054 7,485 11,094
+Added: Total segment and non-segment operating income
+Added: 1,016,751 1,043,278 1,051,655
Corporate and other ( 572,490 ) ( 633,242 ) ( 294,429 )
8 unchanged sentences
Income before taxes $ ( 11,837 ) $ 17,842 $ 396,702
−Removed: No customer exceeded 10% of our net revenue in any of the periods presented.
−Removed: The following table presents net revenue by product category for the years ended December 31, 2023, 2022, and 2021:
−Removed: Performance Sensing Sensing Solutions For the year ended December 31,
___________________________________
−Removed: Sensors X X $ 2,991,525 $ 2,887,063 $ 2,952,485
−Removed: Electrical protection X X 677,949 710,483 635,141
−Removed: Other X X 384,609 431,716 233,180
−Removed: Net revenue $ 4,054,083 $ 4,029,262 $ 3,820,806
−Removed: The following table presents depreciation and amortization expense for our reportable segments for the years ended December 31, 2023, 2022, and 2021:
+Added: (1) The amounts previously reported for the years ended December 31, 2023 and 2022 have been retrospectively recast to reflect the segment realignment as discussed in Note 1:
+Added: Basis of Presentation .
+Added: (2) Other segment expenses include cost of revenue, research and development, and selling, general and administrative expenses associated with each segment.
+Added: No customer exceeded 10% of our net revenue in any of the periods presented.
+Added: The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the years ended December 31, 2024, 2023, and 2022:
For the year ended December 31,
10 unchanged sentences
This treatment is consistent with the financial information reviewed by our chief operating decision maker.
−Removed: The following table presents total assets for our reportable segments as of December 31, 2023 and 2022:
−Removed: As of December 31,
−Removed: Performance Sensing $ 2,029,982 $ 1,747,768
−Removed: Sensing Solutions 409,162 631,052
−Removed: Corporate and other (1)
−Removed: 5,241,843 6,377,400
−Removed: Total assets $ 7,680,987 $ 8,756,220
−Removed: __________________________
−Removed: (1) The following is included within corporate and other as of December 31, 2023 and 2022:
−Removed: goodwill of $ 3,542.8 million and $ 3,911.2 million, respectively;
−Removed: other intangible assets, net of $ 883.7 million and $ 999.7 million, respectively;
−Removed: cash and cash equivalents of $ 508.1 million and $ 1,225.5 million, respectively;
−Removed: and PP&E, net of $ 50.5 million and $ 43.3 million, respectively.
−Removed: This treatment is consistent with the financial information reviewed by our chief operating decision maker.
−Removed: The following table presents additions to PP&E and capitalized software for our reportable segments for the years ended December 31, 2023, 2022, and 2021:
+Added: The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the years ended December 31, 2024, 2023, and 2022:
For the year ended December 31,
19 unchanged sentences
The Netherlands 897,118 904,176 810,069
−Removed: Korea 168,600 159,239 191,045
United Kingdom 127,201 105,205 119,109
19 unchanged sentences
Property, plant and equipment, net $ 821,653 $ 886,010
−Removed: Acquisitions and Divestitures
−Removed: The following discussion relates to our acquisitions during the year ended December 31, 2022.
−Removed: There were no acquisitions in the year ended December 31, 2023.
+Added: Insights Business
+Added: In August 2024, we executed a purchase agreement whereby we agreed to sell the Insights Business to an affiliate of Balmoral Funds ("the Buyer").
+Added: The closing of the transaction ("Closing") occurred in the third quarter of 2024, at which time net assets of approximately $ 263.4 million (which included approximately $ 247.0 million of intangible assets, net of accumulated amortization) transferred to the Buyer.
+Added: The total purchase price of the Insights Business was $ 165.0 million, with approximately $ 155.0 million before adjustments received and $ 10.0 million to be received twelve months after Closing.
+Added: For the year ended December 31, 2024, we recognized a loss on sale of approximately $ 98.8 million presented in restructuring and other charges, net in our condensed consolidated statements of operations, and approximately $ 11.2 million of transaction-related expenses, which were presented in selling, general and administrative ("SG&A") in our condensed consolidated statements of operations.
+Added: Concurrent with the closing, the parties entered into a Transition Services Agreement ("TSA") and a Supply Agreement.
+Added: The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to the Buyer for two to nine months , depending on the service, with the option to extend support services for one to six months for certain services.
+Added: The Supply Agreement commenced at Closing and has a term of five years or less.
+Added: The terms of this agreement require that we sell certain tire pressure monitoring system products to the Buyer over the term of the agreement.
+Added: Upon Closing, we recognized a liability of $ 8.4 million related to this obligation.
+Added: As of December 31, 2024 the remaining balance of this liability was $ 7.3 million, included in accrued expenses and other current liabilities, and other long-term liabilities on our condensed consolidated balance sheets.
+Added: For the year ended December 31, 2024 and 2023, the Insights Business was included in Other.
Refer to Note 1:
−Removed: Goodwill and Other Intangible Assets, Net for additional discussion of our consolidated goodwill and other intangible assets, net balances.
−Removed: On February 11, 2022, we acquired all of the equity interests of Elastic M2M, Inc.
−Removed: ("Elastic M2M") for an aggregate cash purchase price of $ 51.6 million, subject to certain post-closing items.
−Removed: In addition to the aggregate cash purchase price, the previous shareholders of Elastic M2M were 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.
−Removed: All technical milestones were completed in fiscal year 2022.
−Removed: In the years ended December 31, 2023 and 2022, we recognized $ 5.3 million and $ 24.7 million of that acquisition-related incentive compensation in restructuring and other charges, net.
−Removed: 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.
−Removed: 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.
−Removed: This acquisition augments our cloud capabilities critical to delivering actionable sensor-based insights.
−Removed: We are integrating Elastic M2M into the Performance Sensing reportable segment.
−Removed: The allocation of the purchase price related to this acquisition was finalized in the three months ended March 31, 2023.
−Removed: The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:
−Removed: Net working capital, excluding cash $ 35
−Removed: Goodwill 28,211
−Removed: Other intangible assets 27,700
−Removed: Deferred income tax liabilities ( 5,925 )
−Removed: Fair value of net assets acquired, excluding cash and cash equivalents 50,021
−Removed: Cash and cash equivalents 1,597
−Removed: Fair value of net assets acquired $ 51,618
−Removed: 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.
−Removed: The goodwill recognized in this acquisition will not be deductible for tax purposes.
−Removed: In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.
−Removed: The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives:
−Removed: Acquisition Date Fair Value
−Removed: Weighted-Average Lives (years)
−Removed: Acquired definite-lived intangible assets
−Removed: Customer relationships $ 17,500 13
−Removed: Completed technologies 10,200 10
−Removed: Total definite-lived intangible assets acquired $ 27,700 12
−Removed: The definite-lived intangible assets were valued using the income approach.
−Removed: 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.
−Removed: 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.
−Removed: On July 12, 2022, we completed the acquisition of all of the equity interests of DP Acquisition Corp ("Dynapower"), a leader in power conversion systems, including inverters, converters, and rectifiers, for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications, for an aggregate cash purchase price of $ 577.5 million, subject to certain post-closing items.
−Removed: Dynapower also provides aftermarket sales and service to maintain its equipment in the field.
−Removed: Dynapower is a foundational addition to our Clean Energy Solutions strategy and complements our recent acquisitions of GIGAVAC, Lithium Balance, and Spear.
−Removed: We are integrating Dynapower into our Sensing Solutions reportable segment.
−Removed: We recorded measurement period adjustments in the three months ended June 30, 2023 that predominantly reflected an updated valuation of definite-lived intangible assets.
−Removed: Accordingly, definite-lived intangible assets in the three months ended June 30, 2023 increased $ 57.2 million (primarily customer relationships).
−Removed: 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.
−Removed: Other measurement period adjustments recorded in the year ended December 31, 2023 were not material.
−Removed: The allocation of the purchase price related to this acquisition was finalized in the three months ended September 30, 2023.
−Removed: The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:
−Removed: Net working capital, excluding cash $ 9,958
−Removed: Property, plant and equipment 1,846
−Removed: Goodwill 379,823
−Removed: Other intangible assets 221,600
−Removed: Other assets 1,656
−Removed: Deferred income tax liabilities ( 40,785 )
−Removed: Other liabilities ( 1,035 )
−Removed: Fair value of net assets acquired, excluding cash and cash equivalents 573,063
−Removed: Cash and cash equivalents 4,410
−Removed: Fair value of net assets acquired $ 577,473
−Removed: 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.
−Removed: The goodwill recognized in this acquisition will not be deductible for tax purposes.
−Removed: In connection with the allocation of purchase price to the assets acquired and liabilities assumed, we identified certain definite-lived intangible assets.
−Removed: The following table presents the acquired intangible assets, their estimated fair values, and weighted-average lives:
−Removed: Acquisition Date Fair Value Weighted-Average Lives (years)
−Removed: Acquired definite-lived intangible assets
−Removed: Customer relationships $ 79,800 16
−Removed: Backlog 15,500 3
−Removed: Completed technologies 92,100 15
−Removed: Tradenames 34,200 18
−Removed: Total definite-lived intangible assets acquired $ 221,600 15
−Removed: The definite-lived intangible assets were valued using the income approach.
−Removed: 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.
−Removed: 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.
−Removed: Divestiture - Qinex Business
−Removed: 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.
−Removed: ("LTI") in exchange for consideration of approximately $ 219.0 million, subject to working capital and other adjustments.
−Removed: 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.
−Removed: The CMA commenced at closing of the transaction ("Closing") and had a term of either six or nine months , depending on the manufacturing site.
−Removed: LTI also had the option of extending each contract for an additional three months .
−Removed: 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.
−Removed: 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.
−Removed: The terms of the TSA required that we provide various forms of commercial, operational, and back-office support to LTI.
−Removed: The Transition Period ended in the three months ended March 31, 2023.
−Removed: 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.
−Removed: Transferred assets and liabilities excluded inventories and accounts payable, which transferred to LTI at the end of the Transition Peri od.
−Removed: We received cash consideration of $ 198.8 million at Closing.
−Removed: Cash consideration received at Closing excluded amounts held in escrow until various milestones were met through the Transition Period.
−Removed: We received an additional $ 5.0 million in August 2022 following fulfillment of a portion of our TSA obligations.
−Removed: In the three months ended June 30, 2023, we received an escrow payment of $ 15.0 million,
−Removed: which included $ 10.0 million (presented in cash flows from operating activities) related to the transfer of inventory.
−Removed: Approximately $ 4.0 million remains in escrow as of December 31, 2023.
+Added: Basis of Presentation and Note 20:
+Added: Segment Reporting included elsewhere in this Report for additional information on the segment realignment.
+Added: Magnetic Speed and Position Business ("MSP Business")
+Added: In November 2024, we executed a purchase agreement whereby we agreed to sell the MSP Business to a third party.
+Added: As of December 31, 2024, the assets and liabilities to be sold include net assets of $ 20.6 million included in prepaid expenses and other current assets, $ 15.6 million included in other assets, and $ 8.5 million of liabilities included in accrued expenses and other current liabilities on our Consolidated Balance Sheets.
+Added: We expect to complete the disposition of the MSP Business during the first half of 2025.
+Added: Qinex Business
+Added: On May 27, 2022, we executed an asset purchase agreement whereby we agreed to sell various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business") to LTI Holdings, Inc.
+Added: in exchange for consideration of approximately $ 219.0 million, subject to working capital and other adjustments.
In the twelve months ended December 31, 2022, we recognized a pre-tax gain of approximately $ 135.1 million and transaction-related charges of approximately $ 8.2 million related to this transaction.
The gain on sale and transaction-related charges are each presented in restructuring and other charges, net in our consolidated statements of operations for the year ended December 31, 2022.
−Removed: Refer to Note 5:
−Removed: Restructuring and Other Charges, Net for additional information.
−Removed: 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.
−Removed: The Qinex Business was included in our Sensing Solutions segment (and Industrial Solutions reporting unit).
−Removed: We allocated goodwill to the Qinex Business based on its fair value relative to the total fair value of the Industrial Solutions reporting unit.
SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
7 unchanged sentences
Accounts receivable from subsidiaries
−Removed: Notes receivable from subsidiaries
16,729 11,394
+Added: Notes receivable from subsidiaries
Prepaid expenses and other current assets 1,174 1,797
7 unchanged sentences
Accounts payable to subsidiaries
+Added: Notes payable to subsidiaries
Intercompany interest payable
2 unchanged sentences
Long-term intercompany debt
+Added: 109,599 112,598
Total liabilities 158,992 124,225
39 unchanged sentences
Cash dividends received from subsidiary
−Removed: — 400,000 200,000
Net cash provided by/(used in) investing activities — 112,598 400,000
40 unchanged sentences
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
−Removed: As disclosed in our Current Report on Form 8-K filed on February 27, 2023, we engaged Deloitte & Touche LLP, ("Deloitte"), as our new independent registered public accounting firm, effective February 23, 2023, to audit our financial statements starting with the fiscal year ending December 31, 2023, and dismissed Ernst & Young LLP, ("E&Y"), as our independent registered accounting firm.
−Removed: The decision to change our independent registered accounting firm was approved by the Audit Committee of the Board.
−Removed: During the fiscal years ending December 31, 2021 and December 31, 2022, as well as during the subsequent interim period through February 23, 2023, there were (1) no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.
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.